VENDOR SERVICES AGREEMENT

1 R07/13 Confidential to Kelly SERVICES , Inc. and VENDOR 1 VENDOR SERVICES AGREEMENT AGREEMENT entered into this _____ day of _____, _____ by and between Kelly SERVICES , Inc., having its principal place of business at 999 West Big Beaver Road, Troy, Michigan 48084 ("Kelly"), and _____, having its principal place of business at _____ (" VENDOR "). In consideration of the mutual covenants, terms, and conditions herein contained, the parties agree as follows: DEFINITIONS. As used herein, the following terms shall have the meanings ascribed to them as set forth below: 1.

2 SERVICES . The SERVICES and other materials provided to Kelly by VENDOR (collectively, the SERVICES ) are described, and must be provided at the times and in the manner set forth in, Exhibit A attached hereto and incorporated herein by this reference. SCOPE OF SERVICES . ATTACHMENTS TO AGREEMENT Exhibit A: Description of SERVICES Exhibit B: Pricing Exhibit C: Service Level AGREEMENT Exhibit D: Implementation Exhibit E: Reporting Attachment 1: Information Security and Privacy Compliance 2. TERM This AGREEMENT is binding on the parties upon full signing hereof.

3 The term of the AGREEMENT commences _____, _____ (the Effective Date ) and shall remain in effect remains in effect for _____ years (the Initial Term ) expiring on _____, _____ (the Expiration Date ). Extension of Term. The term may be extended or renewed for an additional term ( Renewal Term ) only by written AGREEMENT of the parties. If the term of the AGREEMENT expires without being formally renewed or extended, both parties may continue to perform as set forth in this AGREEMENT on a month-to-month basis until terminated by either party with thirty (30) days prior written notice.

4 Termination for Convenience Kelly may terminate this AGREEMENT , (in whole or in part), without penalty, at any time by giving the VENDOR notice of the termination at least thirty (30) days prior to the termination date specified in the notice. Termination for Cause Kelly Termination Kelly may terminate this AGREEMENT if VENDOR fails to perform any of its material obligations under this AGREEMENT and does not cure such failure within thirty (30) days after being given notice specifying the nature of the failure. Without limiting this Subsection, repeated breaches by VENDOR of its duties or obligations under this AGREEMENT , or VENDOR s failure to achieve the Service Levels shall each be deemed a material breach of this AGREEMENT .

5 R07/13 Confidential to Kelly SERVICES , Inc. and VENDOR 2 VENDOR Termination VENDOR may terminate this AGREEMENT by giving notice to Client if Client fails to pay undisputed Fees for a period of three (3) months or more and fails to make such payment within thirty (30) days after being given notice of such failure. Sale of Business to Client Competitor If VENDOR enters into an AGREEMENT to sell all or substantially all of its business to a direct competitor of Kelly, VENDOR must inform Kelly prior to completion of the sale of this transaction.

6 Under this circumstance, Client can immediately terminate the AGREEMENT such that any data Kelly deems to be confidential or proprietary can be destroyed before ownership changes hands. Discontinuance of SERVICES Upon receipt of any termination notice, VENDOR shall discontinue the SERVICES on the date and to the extent specified in the notice. VENDOR shall be paid for the actual costs incurred during performance hereunder, up to the termination date specified in said notice, any costs not previously reimbursed by Kelly to the extent such costs are actual, necessary, reasonable and verifiable costs which have been incurred by VENDOR and which are otherwise reimbursable hereunder.

7 In no event shall such cost include unabsorbed overhead or anticipated profit. 3. GOVERNING LAW AND JURISDICTION THIS AGREEMENT , AND ALL OTHER ASPECTS OF THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES, IS CONSTRUED, INTERPRETED, AND ENFORCED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN WITHOUT REGARD TO CHOICE OF LAW PROVISIONS. VENDOR AGREES, WITH RESPECT TO ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, OR THAT IN ANY WAY RELATES TO, THIS AGREEMENT , THE BUSINESS RELATIONSHIP OR ANY OTHER TRANSACTION, MATTER, OR ISSUE BETWEEN THE PARTIES, TO COMMENCE IT EXCLUSIVELY IN THE STATE OF MICHIGAN COURTS OF OAKLAND COUNTY, MICHIGAN OR THE UNITED STATES DISTRICT COURT AT DETROIT, MICHIGAN, AND VENDOR BY THIS AGREEMENT CONSENTS TO THE JURISDICTION OF THESE COURTS.

8 4. COMPLIANCE WITH LAWS VENDOR shall comply with all applicable national, multi-jurisdictional, federal, state, and local laws, rules, statutes, treaties, regulations and orders, including compliance with Kelly s current privacy policy and Safe Harbor certification requirements and local data protection and privacy laws. FOREIGN CORRUPT PRACTICES ACT (FCPA). VENDOR shall, and shall be responsible for ensuring that its representatives and subcontractors shall, perform all obligations of VENDOR under the AGREEMENT in compliance with all laws, rules, regulations and other legal requirements.

9 VENDOR represents and warrants that it is familiar with all applicable domestic and foreign antibribery or anticorruption laws, including those prohibiting VENDOR , and, if applicable, its officers, employees, agents and others working on its behalf, from taking corrupt actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors, SERVICES , and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to.

10 (i) an executive, official, employee or agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (iii) a political party or official thereof, or candidate for political office, (iv) an executive, official, employee or agent of a public international organization ( , the International Monetary Fund or the World Bank) ( Government Official ) or (v) any executive, officer, employee of agent of a third party; while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, or (c) securing an improper advantage; in order to obtain, retain, or direct business.