By agreeing to the Terms of Service, you acknowledge and agree that a substantial portion of the compensation GovFlex receives for making the Platform available to you is collected through our payment-processing fee. GovFlex only receives this Payment Processing Fee when a government contractor or government agency and an Independent Worker pay and receive payment through the Platform.

Therefore, for 24 months from the time you identify or are identified by any party through the Platform (the “Non-Circumvention Period”), you must use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “GovFlex Relationship”). You AGREE the only acceptable mitigation is if either the Client or Independent Worker pays GovFlex for each such circumvention:

(a) an “Opt-Out Fee” computed to be the greater of the following amounts:

(i) $2,500; or

(ii) 15% of the cost to the Client of the services to be performed in the GovFlex Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or

(iii) all Payment Processing Fees that would be earned by GovFlex from the GovFlex Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Independent Worker from Client during the most recent normalized 8-week period, or during such shorter period as data is available to GovFlex; and

(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Independent Worker until the date the Opt-Out Fee is paid.

You affirm your commitment to authorized use, specifically including non-circumvention of our software licensing agreement or business processes.

You ADMIT any violation of this non-circumvention provision is significant and will require appropriate action to include referral to the appropriate U.S. Government authorities, in accordance with Department of Defense and other Federal Agency Directives and Regulations.

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