MASTER SERVICE AGREEMENT: WYRENET TECHNOLOGIES INC

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This Master Service Agreement (hereinafter referred to as “MSA” or “Agreement”) is entered into and is made effective as of the date of signature on the “Service Order” and by and between Wyrenet Technologies (“Consultant”) of 4407 Vineland Rd D-11 Orlando FL 32811 and the Company identified on the “Service Order” (“Company”) (collectively referred to as the “Parties,” “Both Parties,” or “Each Party”).

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RECITALS

WHEREAS, Consultant is in the business of delivering services such as network management, applications, infrastructure, and security via ongoing and regular support and active administration over company’s premises or, if applicable, third-party hosting data center.

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WHEREAS, Company desires to have Consultant provide managed I.T. services (“Services”) as purchased by Company from time to time by way of a service schedule (“Service Schedule”), service agreement, pricing, purchase or service order, or other approved method of purchasing products or services from Consultant (“Service Order”) in exchange for the Compensation specified in this Agreement or any applicable Service Schedule, Service Order, or Invoice prepared by Consultant; and

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WHEREAS, Consultant is willing and qualified to provide such Services to Company as defined in this Agreement;

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WHEREAS, the Parties collectively agree that this agreement incorporates a prior Managed Service Agreement and shall serve as an addition to this Agreement notwithstanding the term contemplated in this Agreement.

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NOW, THEREFORE, Company agrees to hire Consultant, and the Parties hereby agree as follows:

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ARTICLE 1 – GENERAL

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1.1 Term and Termination. This Agreement shall commence on the Effective Date set forth in and remain in effect as specified in the “Service Order”. The Parties agree that either party may terminate this Agreement at any time without cause upon 90 days written notice. However, Company agrees to pay the balance due of the remaining value of the contract. Upon expiration, this Agreement shall automatically renew for successive terms equal to the duration of the original signed Service Order, unless either Party provides 90 days' written notice prior to the expiration date..

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1.2 Independent Contractor Status. Notwithstanding any provision hereof, it is understood by both Parties that in providing the Services, Consultant is serving as an independent contractor and is neither an employee nor a partner, joint venturer, or agent of the Company. Neither party shall bind or attempt to bind the other to any contract, and any such contracts entered into in violation of this provision shall be void and unenforceable. Company will not provide fringe benefits of any kind to Consultant or its members, employees, agents, and other affiliates, including health insurance, retirement, paid vacation, or any other employee benefits. As an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any kind, including but not limited to workers’ compensation insurance.

As an Independent Contractor, unless this Agreement or an applicable Service Schedule or Service Order specifically states otherwise, the manner in which the Services are to be performed, including but not limited to the scheduling of individual tasks and the specific hours to be worked by Consultant or its employees, contractors, and affiliates, shall be determined by Consultant.

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It is further understood that as an independent contractor, Consultant may have other clients and may provide any services to any third party during the term of this Agreement.

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ARTICLE 2 – SERVICES AND SERVICE ORDERS

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2.1 Scope of Services. Beginning within thirty days of signature of the Service Order, Consultant agrees to undertake and provide the Services described in the Service Order and any subsequent Schedules or Service Requests approved by Consultant (hereinafter collectively referred to as the “Services”).

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2.2 Service Requests. Requests for specific services outside the scope of the Service Order shall be placed by filing a Service Request. When placing a request for a specific service outside the scope of Service Order, Company acknowledges that it is solely responsible for the accuracy of all information provided to Consultant. Each such Service Request shall be subject to and shall incorporate by reference the provisions of this Agreement and shall clearly set forth the type of Services to be provided; the term; pricing; location(s); any monthly recurring charges (“MRC”); non-recurring charges (“NRC”); additional software, equipment, and other costs or expenses payable by the Company; and any additional specific terms applicable to the performance of the Services contained in the Service Order. All Service Requests shall be subject to availability and acceptance by Consultant. A Service Request will be deemed accepted by Consultant once the Service Request has been executed by both parties or scheduled with or delivered to Company.

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2.3 Service Termination. Company may terminate this Agreement for convenience without penalty upon providing 180 days’ notice to Consultant. If either party terminates this Agreement, Company and Consultant shall be responsible for the coordination of all onboarding activities to the new provider within the 180-day termination period. Any required offboarding manhours beyond the 180-day termination period will be billable to Company at Consultant’s current hourly rates. Consultant shall fully cooperate with Company in the transfer of service, including but not limited to transferring all rights, ownership, administrative passwords, and licenses as applicable. The parties acknowledge some licenses may be under a master license of Consultant, which may result in the need for Company to obtain a license for their use separately.

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If the Company terminates this Agreement without good cause and without providing 180 days’ notice, or if Consultant terminates this Agreement with cause after the Service Activation Date but prior to the expiration of the Service Term, the Company shall pay Consultant an amount equal to six month’s MRC for the Services in addition to existing amounts owed through the date of termination, plus any additional NRC or other Charges incurred by Consultant pursuant to the Service Order, including any and all software, equipment, subscription, installation, and special construction costs and any and all other costs and fees incurred by Consultant in connection with providing the Service.

Company acknowledges that the actual damages likely to result from an early termination are difficult to estimate on the Effective Date. Therefore, if Company cancels a Service or Service Order before the Service Activation Date, it will pay a cancellation fee equal to the aggregate of two months of MRC, any installation costs, special construction costs, and any and all other costs and fees incurred by Consultant, whether previously waived or not, and any third-party charges incurred by Consultant with respect to such canceled Service.

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2.4 Assignment and Outside Contractors. Consultant may engage such persons, corporations, or other entities as it reasonably deems necessary for the purpose of performing Services under this Agreement upon obtaining pre-approval from Company. Consultant shall be responsible for all associated costs.

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2.5 Exclusions. While Consultant will always make the best possible efforts to provide support and troubleshoot all issues as requested, this agreement only applies to the systems and services listed in the Service Order or the Service Schedule.. In addition, this Agreement does not cover a) issues caused by using equipment, software, or service(s) in a way that is not recommended by Consultant; b) issues resulting from unauthorized changes made by Company to the Consultant’s configuration or setup of equipment, software, or Services; c) issues caused by Company’s actions that have prevented or hindered Consultant in performing required and recommended maintenance upgrades; d) issues resulting from work performed by Company or any of its contractors other than Consultant or 3rd Parties engaged by Consultant on the systems, software, and equipment that falls under this Agreement.

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2.6 Company Responsibilities. Company will use the software/equipment/IT system covered under this Agreement or any Service Schedule or Service Orders as intended. Additionally, Company will a) notify Consultant of any issues or problems with said software/equipment/IT system in a timely manner; b) provide Consultant with access to the software/equipment/IT system for the purposes of maintenance, updates, and fault prevention; c) keep Consultant informed about potential changes to its IT system; and d) maintain good communication with Consultant at all times.

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ARTICLE 3 – BILLING AND PAYMENTS

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3.1 Charges and Billing. Company shall pay all monthly recurring charges (“MRC”) in advance and all other Charges monthly in arrears. All Charges shall be payable in U.S. Dollars no later than thirty (30) days from the invoice date (“Due Date”) and shall be exclusive of any applicable taxes.

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“Charges” means the fees, rates, and charges for the Services as specified in the applicable Service Order or as otherwise invoiced by Consultant pursuant to the Agreement. Unless otherwise agreed to by the Parties in writing, Charges for each Service Order shall begin to accrue on the date the Service is provisioned by Consultant. Charges for the Services are subject to change at any time with 120 days’ notice if third-party charges in connection with a Service are increased or newly charged to Consultant.

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3.2 Late Payments. If Company is late in making payment, it shall pay a late fee on any late payments at the higher of one and a half percent (1.5%) per month or the maximum rate allowed by applicable law. If Consultant uses a collection agency or attorney to collect a late payment or returned payment, Company agrees to pay all reasonable costs of collection or other action. These remedies are in addition to and not in limitation of any other rights and remedies available to Consultant under the Agreement, at law or in equity.

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3.3 Taxes and Other Fees. All Charges for the Services are exclusive of any taxes and other fees and surcharges. Company shall be responsible for payment of all applicable taxes that arise in any jurisdiction, including, without limitation, value-added, consumption, sales, use, gross receipts, excise, access, and bypass (“Taxes”).

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3.4 Invoice Disputes. To the extent that Company disputes any portion of an invoice in good faith, it shall notify Consultant in writing and provide detailed documentation supporting its dispute within thirty (30) days of the invoice date or the Company’s right to any billing adjustment shall be waived. In the event of a billing dispute, Company shall timely pay all undisputed amounts. Consultant will work with Company to resolve invoice disputes and will not exercise its right to interest under 3.2 if Company’s dispute is reasonable and Company is cooperating in good faith to resolve it. In the event the Parties are unable to resolve such dispute, the Parties shall first proceed in good faith to submit the matter to mediation prior to pursuing any other remedy available at law or in equity to enforce its rights hereunder. If the dispute is resolved against Company, Company shall pay such amounts due plus interest from the original Due Date. Company may not offset disputed amounts from one invoice against payments due on the same or another account.

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3.5 Changes and Fee Estimates. Fees for prospective Services or Service Orders not already under Contract shall be subject to change by Consultant upon no less than 30 days’ written notice to Client. Client may terminate any prospective Service or Service Order or the Agreement without penalty upon being notified of any fee increase. Any fee estimates provided by Consultant at Company’s request are for informational purposes only and may differ from the rate(s) ultimately payable by Company pursuant to a subsequent invoice, Service Order, or Service Schedule.

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3.6 It is understood that any and all Services requested by Company that fall outside of the terms of this Agreement will be considered Projects and will be quoted and billed as separate, individual Services. Consultant must advise Company of any proposed work that shall be considered a Project by Consultant as well as the full accounting and costs Consultant shall charge for the same, and Company must agree to the same in writing before Consultant may proceed with such individual Services.

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3.7 Early Termination or Default. Upon the occurrence of an early termination or default by Company, all fees payable under the remainder of the term will become due no later than five (5) days after the invoice is presented. The penalty for early termination shall become due and payable on the effective date of termination, and no pre-paid Fees for such period shall be refunded.

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ARTICLE 4 – COVERAGE

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4.1 Remote Helpdesk and Vendor Management of Company’s IT networks will be provided to the Company by Consultant through remote means between the hours of 8:00 am – 8:00 pm (EST) Monday through Friday, excluding national holidays. Network Monitoring Services will be provided 24/7/365 for managed network devices.

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4.2 Support and Escalation. Consultant will respond to Company’s Trouble Tickets and with the best effort after hours or on holidays. Trouble Tickets must be opened via our customized RMM tool installed on managed devices, via email, or by phone. Each call will be assigned a Trouble Ticket number for tracking.

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4.3 Service Outside Normal Working Hours. Emergency services performed outside of the hours of 8:00 am – 8:00 pm Monday through Friday, excluding national holidays, shall be subject to additional fees unless the Service Order states otherwise.

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4.4 Service Disclaimer. Company grants Consultant authorization to view any data within the regular routine of the repair or system improvement. Company also authorizes Consultant to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

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ARTICLE 5 – SUITABILITY OF EXISTING ENVIRONMENT

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5.1 Minimum Standards Required for Services. In order for Company’s existing environment to qualify for Consultant’s Managed Services, the following requirements must be met:

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1. All Servers with Microsoft Windows Operating Systems must be running Windows 2016 Server or later and have all the latest Microsoft Service Packs and Critical Updates installed.

2. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 10 Pro or later. All Apple Mac OS devices need to be 12.0 or later. All Apple iOS devices need to be 15.0 or later.

3. All Server and Desktop Software must be Genuine, Licensed, and Vendor-Supported.

4. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet if opting to not utilize Wyrenet-provided network equipment.

Costs required to bring the Company’s current environment up to these Minimum Standards are not included in the onboarding fee and will specified in a separate project proposal.

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5.2 Chronically Failing Equipment. Experience has shown equipment belonging to the Client which has initially passed Minimum Standard Requirements for Service can reveal itself to become chronically failing. This means that the equipment repeatedly breaks down and consistently causes user and business interruption even through repairs are accomplished. Should this occur, while rare, Company agrees to work constructively and positively with Consultant to replace the equipment at additional costs.

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5.3 Equipment Agreement. Company agrees that all equipment listed on Proposal will remain the sole property of Consultant, which retains a 100% security interest. Company will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of Consultant. Should this contract be terminated by either party, Company agrees to return the property listed in Proposal or after acquired to Consultant within 10 days after the final cancellation date.

Company further acknowledges and gives permission to Consultant to take possession of equipment listed in Proposal from location listed in event of contract termination after 10-day grace period and agrees to compensate Consultant for expenses accrued during the recovery in addition to all amounts owed under the balance of the agreement.

Company agrees and understands that Consultant equipment is to be maintained completely by Consultant. Any tampering, repair attempt, or service completed by another party on equipment listed in Proposal could result in the immediate cancellation of this agreement.

Company agrees to make all logical and earnest attempts to keep equipment safe, secure, and protected while in their possession. Company agrees to keep current insurance on Consultant-supplied equipment while in their possession and list Consultant as an additional loss payee. Company will provide proof thereof to Consultant that it is listed as an additional loss payee, providing a current copy of its insurance declaration sheet showing Wyrenet Technologies as a loss payee specifically for mobile equipment coverage. Company further agrees to be responsible for any and all costs for the repair or replacement of Consultant-supplied equipment while in their possession should it be damaged by an unauthorized third party.

Should Company default, permission is granted to enter their premises at any time with or without permission and remove all of Consultant’s hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Company agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Company acknowledges that the hardware provided under this agreement belongs to Consultant, which retains a 100% security interest, and Consultant may repossess without notice upon breach of this agreement by the client.

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ARTICLE 6 – LIMITED WARRANTY

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6.1 Limited Warranty. Consultant warrants for a period of sixty (60) days following delivery of any services hereunder (the “Warranty Period”) that all Services will be performed in a professional manner and in accordance with generally applicable industry standards. Consultant’s sole liability (and Client’s exclusive remedy) for any breach of this Warranty shall be for Consultant to re-perform any deficient services within five (5) days of being notified thereof, or, if Consultant is unable to remedy such deficiency within fifteen (15) days, to void the invoice for the deficient services. Consultant shall have no obligation with respect to any Warranty claim if (1) it is notified of such claim after the Warranty Period or (2) the claim is the result of third-party hardware or software (excepting 3rd parties engaged by Consultant), the actions of Client, or the actions or omissions of some other party other than 3rd parties engaged by Consultant, or is otherwise caused by factors outside the reasonable control of Consultant.

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THIS SECTION IS A LIMITED WARRANTY AND SETS FORTH THE ONLY WARRANTIES MADE BY CONSULTANT. CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER WRITTEN OR ORAL, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE, OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR INSTALLED BY CONSULTANT. COMPANY MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD.

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Consultant will pass along to the Company any third-party warranties relating to any goods purchased and/or installed by Consultant on Company’s premises and/or equipment.

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ARTICLE 7 – LIMITATION OF LIABILITY

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7.1 Aggregate Limit of Liability. COMPANY UNDERSTANDS AND AGREES THAT CONSULTANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE COMPANY OR ANY THIRD PARTY INCURS), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR STRICT LIABILITY, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. CONSULTANT SHALL NOT BE RESPONSIBLE FOR ANY PROBLEMS WHICH MAY OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL THE AGGREGATE AMOUNT COMPANY MAY RECOVER FROM CONSULTANT UNDER THIS AGREEMENT FOR ANY AND ALL INJURIES, CLAIMS, LOSSES, EXPENSES, OR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES AND/OR THIS AGREEMENT FROM ANY CAUSE OR CAUSES INCLUDING BUT NOT LIMITED TO CONSULTANT’S NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY (“COMPANY’S CLAIMS”) EXCEED THE TOTAL PAYMENTS MADE TO CONSULTANT BY COMPANY PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE FOREGOING SUM REPRESENTS CONSULTANT’S TOTAL LIABILITY FOR ALL OF COMPANY’S CLAIMS. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONSULTANT.

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ARTICLE 8 – INSURANCE

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8.1 Insurance. Consultant agrees to maintain, and Consultant shall cause its subcontractors to maintain, through a reputable carrier licensed to do business in the State of Florida, comprehensive liability insurance, including general and professional liability coverage, in commercially reasonable amounts, calculated to protect itself and the other party to this Agreement from the consequences of a data security breach, interruption to Company’s business caused by Consultant, and other claims for damage to Company, Company’s property, or personal injury that may arise from activities performed or facilitated by this Agreement, whether these activities are performed by that Party, its employees, agents, or anyone directly or indirectly engaged or employed by that Party or its agents.

The parties agree to provide satisfactory proof of insurance upon execution of this Agreement and to immediately notify the other in writing of any lapse, cancellation, or modification of the insurance coverage required herein.

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ARTICLE 9 – INDEMNITY

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9.1 Release and Indemnification. Each Party agrees to release, indemnify, defend, and hold harmless (“Indemnifying Party”) the other Party, its directors, officers, employees, and agents, successors, and assigns (“Indemnified Party”) from and against all claims, losses, expenses, fees, damages, and liabilities, including reasonable attorney fees and disbursements, costs, and judgments, sustained in any action commenced by any third party in connection with the Indemnifying Party’s or any Third Party engaged by Indemnifying Party’s performance of or failure to perform its obligations and duties under this Agreement, except for those damages, costs, expenses, and liabilities arising from the negligence or willful misconduct of the Indemnified Party; provided, however, that Consultant is not obligated to indemnify Company, and Company shall defend and indemnify Consultant hereunder for any claims by any third party, including any clients and/or customers of Company, arising from services provided by Company that incorporate any of the Services being provided by Consultant hereunder, including but not limited to (a) the violation of any applicable law by the Company or the Company’s clients and/or customers; (b) damage to property or personal injury (including death) arising out of the acts or omissions of Company’s clients and/or customers; (c) termination or suspension of Services of Company or Company’s clients and/or customers due to a Company Default; or (d) claims by any third party, including without limitation Company’s clients and/or customers, arising out of or related to the use or misuse of any Service. In all claims for Indemnity under this paragraph, the Indemnifying Party’s obligation shall be calculated on a comparative basis of fault and responsibility. Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligence or willful misconduct.

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9.2 Indemnification Procedures. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any such suit or claim and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such claim. The Indemnifying Party shall have the right to select counsel and to control the defense and settlement of such claim; provided, however, that the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provided further that the Indemnifying Party shall not take any action in defense or settlement of the claim that would negatively impact the Indemnified Party. The Indemnified Party shall provide cooperation and participation of its personnel as required for the defense at the cost and expense of the Indemnifying Party.

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ARTICLE 10 – CONFIDENTIALITY AND DATA PROTECTION

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10.1 Confidentiality. Each Party acknowledges that in connection with this Agreement, it may be furnished with or given access to certain confidential and/or proprietary information of the other Party and that, subject to the provisions of this section, such information shall not be disclosed by the Party receiving the information to any third party and shall not be used by either Party for purposes other than those contemplated by this Agreement.

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10.2 Information Subject to Confidentiality. Confidential Information may include, but is not limited to, the following:

• Any materials regardless of form furnished by either Party to the other for use;

• Any information furnished by any Party that is stamped “confidential,” “proprietary,” or with a similar legend, or any information that any Party makes similar reasonable efforts to maintain secret;

• Any business or marketing plans, strategies, customer lists, operating procedures, design formulas, know-how, processes, programs, software, inventories, discoveries, improvements of any kind, sales projections, strategies, pricing information, and other confidential trade secrets, data, and knowledge of either Party;

• Any information belonging to employees, agents, members, shareholders, owners, customers, suppliers, vendors, contractors, business partners, and affiliates of either Party;

• Any non-public inventions the rights to which have not been assigned to the Party receiving the information;

• Any non-public and proprietary technical information belonging to either Party, the rights to which have not been assigned to the party receiving the information.

and other proprietary information owned by either Party (collectively “Confidential Information”), which are valuable, special, and/or unique assets of that Party.

Any templates, schematics, processes, or technical documentation provided by Consultant shall be deemed Confidential Information and proprietary information of Consultant without any marking or further designation. Company may use such information solely for its own internal business purposes.

Consultant shall maintain the confidentiality of information in its possession regarding individual protected health information in accordance with applicable law and shall not release such information to any other person or entity except as required by law.

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10.3 Non-Disclosure. Neither Company nor Consultant will disclose or use, either during or after the term of this Agreement, in any manner, directly or indirectly, any such Confidential Information of the other Party, for their own benefit or the benefit of any third party. Neither Party will use, share, divulge, disclose, or communicate in any manner whatsoever any Confidential Information to any third party without the prior written consent of the other Party except to the extent specifically permitted under this Agreement.

Both Parties will protect all Confidential Information of the other and will treat it as strictly confidential unless and until: a) said information becomes known to third parties not under any obligation of confidentiality to the party whose confidential information is at issue (“Disclosing Party”) or becomes publicly known through no fault of the other party (the “Receiving Party”); or b) said information was already in the Receiving Party’s possession prior to its disclosure except in cases where the information has been covered by a preexisting Confidentiality Agreement; or c) said information is subsequently disclosed by a third party not under any obligation of confidentiality to the Disclosing Party; or d) said information is approved for disclosure by prior written consent of the Disclosing Party; or e) said information is required to be disclosed by court order or governmental law or regulation provided that the Receiving Party gives the Disclosing Party prompt notice of any such requirement and cooperates with the Disclosing Party in attempting to limit such disclosure; or f) said information is proven independently developed by the Receiving Party without recourse or access to the information; or g) disclosure is required in order for a party to comply with its obligations under this Agreement provided that prior to disclosure the Receiving Party gives the Disclosing Party prompt notice of any such requirement and cooperates with the Disclosing Party in attempting to limit such disclosure.

A violation of this paragraph shall be a material violation of this Agreement.

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10.4 Employees and Agents. The Parties further agree to disclose the Confidential Information to their officers, directors, employees, contractors, and agents (collectively the "Agents") solely on a need-to-know basis and represent that such Agents have signed appropriate non-disclosure agreements and/or that the Party receiving Confidential Information has taken appropriate measures imposing on such Agents a duty to (1) hold any Confidential Information received by such Agents in the strictest confidence (2) not to disclose such Confidential Information to any third party and (3) not to use such Confidential Information for the benefit of anyone other than the party to whom it belongs without the prior express written authorization of the party disclosing the same.

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10.5 Unauthorized Disclosure of Confidential Information. If either party to this Agreement discloses or threatens to disclose the other party’s Confidential Information to another party or to the Disclosing Party’s detriment or damage in violation of this Agreement, the party whose information is at issue will suffer irreparable damage and shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction to restrain the other party from such unauthorized use or disclosure, in whole or in part, of such Confidential Information without the need to post a bond, and/or from providing services to any party to whom such information has been disclosed or may be disclosed.

The infringing party further agrees to reimburse the Disclosing Party for any loss or expense incurred as a result of the infringement, including but not limited to court costs and reasonable attorney fees incurred by the Disclosing Party in enforcing the provisions of this Agreement, in addition to any other damages which may be proven.

The parties shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

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10.6 Data Protection. The Parties acknowledge that Consultant may have access to certain of Company’s computer and communications systems and networks for the purposes set forth in this Agreement. If any data is made available or accessible to Consultant, its employees, agents, or contractors, pertaining to Company’s business or financial affairs, or to Company’s projects, transactions, clients, customers, partners, vendors, or any other person or entity, Consultant will not store, copy, analyze, monitor, or otherwise use that data except for the purposes set forth in this Agreement and any valid Service Schedule or Service Order. Consultant will comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that Consultant receives or has access to under this Agreement or in connection with the performance of any Services for Company. Consultant will otherwise protect PII and will not use, disclose, or transfer such PII except as necessary to perform under this Agreement or as specifically authorized by the data subject or in accordance with applicable law. To the extent that Consultant receives PII related to the performance of this Agreement, Consultant will protect the privacy and legal rights of Company’s personnel, clients, customers, and contractors.

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ARTICLE 11 – DEFAULT

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11.1 Default by Company. Company is in default of this MSA if it (a) fails to cure any monetary breach within Ten (10) days of receiving notice of the breach from Consultant; (b) fails to cure any non-monetary breach of any terms of the agreement within thirty (30) days of receiving notice of the breach from Consultant; or (c) files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization, or other relief (such as the appointment of a trustee, receiver, liquidator, custodian, or such other official) under any bankruptcy, insolvency, or other similar law (each such event shall be a “Company Default”).

In the event of a Company Default, Consultant may suspend Services to Company until Company remedies the Company Default, or Consultant may terminate this Agreement and/or any or all of the Services being provided hereunder. Consultant may at its sole option, but without any obligation, cure a non-monetary breach at Company’s expense at any point and invoice Company for the same. These remedies are in addition to and not a substitute for all other remedies contained in this MSA or available to Consultant at law or in equity.

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11.2 Default by Consultant. Consultant is in default of this MSA if it fails to cure any non-monetary breach of any material term of this MSA within thirty (30) days of receiving written notice of the breach from Company (“Consultant Default”); provided, however, that Company expressly acknowledges that Service-related failure or degradation in performance is not subject to a claim of a Consultant Default. Company’s sole and exclusive remedy for any failure of Service is limited to the remedies set forth under the Limited Warranty and Limitation of Liability sections of this Agreement. In the event of a Consultant Default, Company may terminate the Services and this Agreement upon written notice to Consultant. Any termination shall not relieve Company of its obligations to pay all charges incurred hereunder prior to such termination.

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ARTICLE 12 – MISCELLANEOUS

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12.1 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, or forty-eight hours after being deposited in the United States mail as certified or registered U.S. mail with postage prepaid, addressed to the address of the Party to be noticed as set forth on the signature page of this Agreement, or to such other address as such party last provided to the other by written notice conforming to the requirements of this paragraph.

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12.2 Entire Agreement. This Agreement, together with all attachments, schedules, exhibits, and other documents that are incorporated by reference herein, constitute the entire agreement between the Parties, represent the final expression of the Parties’ intent and agreement relating to the subject matter hereof, contain all the terms and conditions that the Parties agreed to relating to the subject matter, and replace and supersede all prior discussions, understandings, agreements, negotiations, e-mail exchanges, and any and all prior written agreements between the Parties. Any subsequent changes to the terms of this Agreement may be amended or waived only with the written consent of both Parties and shall be effective upon being signed by both Parties.

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12.3 Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void, unenforceable, or invalid for any reason under applicable law, the remaining parts of this Agreement shall remain in full force and effect and shall continue to be valid and enforceable. If a court finds that an unenforceable portion of this Agreement may be made enforceable by limiting such provision, then such provision shall be deemed written, construed, and enforced as so limited.

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12.4 Successors and Assigns. Company shall not transfer or assign, voluntarily or by operation of law, its obligations under this Agreement without the prior written consent of Consultant. This Agreement may be assigned by Consultant (i) pursuant to a merger or change of control of Consultant or (ii) to an assignee of all or substantially all of Consultant’s assets. Any purported assignment in violation of this section shall be void.

Notwithstanding any provisions hereof, either party may assign this Agreement to one of its Affiliates or a successor in interest by reason of merger, acquisition, partnership, license agreement, or otherwise; provided that no assignment to a direct competitor of the other party will be permitted without such other party’s prior written consent, and further on giving written notice to the other party provided that any such assignee assumes all obligations of its assignor under this Agreement.

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12.5 Survival. All provisions that logically ought to survive termination of this Agreement, including but not limited to applicable Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and Confidentiality provisions, shall survive the expiration or termination of this Agreement.

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12.6 No Waiver. The failure of any Party to insist upon strict compliance with any of the terms, covenants, duties, agreements, or conditions set forth in this Agreement or to exercise any right or remedy arising from a breach thereof shall not be deemed to constitute a waiver of any such terms, covenants, duties, agreements, or conditions, or any breach thereof.

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12.7 Force Majeure. Either Party who fails to timely perform their obligations under this Agreement (“Nonperforming Party”) shall be excused from any delay or failure of performance required hereunder if caused by reason of a Force Majeure Event as defined herein, as long as the Nonperforming Party complies with its obligations as set forth below.

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For purposes of this Agreement, “Force Majeure Event” means any event, circumstance, occurrence, or contingency, regardless of whether it was foreseeable, which is (a) not caused by and is not within the reasonable control of the nonperforming Party and (b) prevents the Nonperforming Party from its obligations under this Agreement. Such events may include but are not limited to acts of war; insurrections; fire; laws, proclamations, edicts, ordinances, or regulations; strikes, lock-outs, or other labor disputes; riots; explosions; and hurricanes, earthquakes, floods, and other acts of nature.

The obligations and rights of the Nonperforming Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations under this Agreement shall resume. In the event that the interruption of the Nonperforming Party’s obligations continues for a period in excess of thirty (30) days, either Party shall have the right to terminate this agreement upon ten (10) days’ prior written notice to the other Party.

Upon occurrence of a Force Majeure Event, the Nonperforming Party shall do all of the following: (a) immediately make all reasonable efforts to comply with its obligations under this Agreement; (b) promptly notify the other Party of the Force Majeure Event; (c) advise the other Party of the effect on its performance; (d) advise the other Party of the estimated duration of the delay; (e) provide the other Party with reasonable updates; and (f) use reasonable efforts to limit damages to the other Party and to resume its performance under this Agreement.

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12.8 Mediation and Arbitration. If a dispute arises under this Agreement, the Parties hereby agree to first attempt to resolve said dispute by submitting the matter to a mutually agreed-upon mediator in the State of Florida. The Parties agree to share any mediation costs and fees, other than their respective attorney fees, equally.

If the dispute is not resolved through mediation, the Parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, and each Party hereby consents to any such disputes being so resolved. Judgment on the award so rendered in any such arbitration may be entered in any court having jurisdiction thereof.

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12.9 Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, excluding that State’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall likewise be governed by the laws of the State of Florida, excluding that State’s choice-of-law principles.

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12.10 Choice of Forum. The Parties hereby agree that all demands, claims, actions, causes of action, suits, proceedings, including any arbitration, mediation, and/or litigation between the parties, to the extent permitted under this Agreement and arising out of same, shall be filed, initiated, and conducted in the State of Florida. Unless the provisions of this Agreement exclude litigation as a remedy in a dispute by the Parties, it is hereby agreed that any litigation arising out of this Agreement must be filed and litigated in a state or federal court located in the State of Florida. In connection with the foregoing, to the extent that litigation is a permissible method of dispute resolution under this Agreement, each Party hereby consents and submits to the exclusive jurisdiction of those courts for purposes of any such proceeding and waive any claims or defenses of lack of jurisdiction of, or proper venue by, such court.

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12.11 Attorney Fees. In the event that any arbitration, suit, or action is instituted to resolve a dispute pertaining to matters covered under this Agreement, or enforce any provision thereof, the prevailing Party in any such dispute or proceeding shall be entitled to recover from the losing Party all fees, costs, and expenses of enforcing any right of such prevailing Party under or with respect to this Agreement, including without limitation, all reasonable fees and expenses of attorneys and accountants, court costs, and expenses of any appeals.

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12.12 Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be used to modify the meaning of the terms and conditions of this Agreement.

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12.13 Counterparts. The Parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same Agreement. The Parties further agree that e-signatures carry the same weight and effect as traditional paper documents and handwritten signatures; therefore this Agreement may be electronically signed via any e-signature service compliant with the Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA) as of the Effective Date of this Agreement.

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12.14 Employment Clause. The Company shall not directly or indirectly hire any employees and/or contractors that directly work for Consultant for up to two years following the termination of this Agreement. If the Company does hire any of the Consultant’s employees or contractors within this period, it shall owe the Consultant one year’s worth of salary or $100,000, whichever is greater.

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12.15 Contract Reduction Limit. The total dollar amount of the Agreement shall never drop more than 20% of the original amount stated on the Service Order.

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12.16 Annual Increase Clause. Consultant reserves the right to implement an automatic annual increase of up to 10%. This increase shall occur on the anniversary of the Service Order. For example, for a three-year deal sold on 1/1/2024, the increase may occur on 1/1/2025, 1/1/2026, and 1/1/2027.

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12.17 Service Suspension and Discontinuation Clause. Consultant reserves the right to suspend or discontinue providing any service and cancel any Company agreement at any time for any reason, in whole or in part, without any liability to Consultant.

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12.18 Responsibility for Third-Party Service Fees. The Company is responsible for any Third-Party Service Provider service fees.

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12.19 Responsibility for On-Premises Security. The Company is responsible for the physical security of its on-premises hardware and software systems.

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12.20 Compliance Recommendations. Consultant may make recommendations regarding regulatory compliance, safety, and security related to the Company’s network and practices (e.g., multi-factored authentication). If the Company fails to adopt or implement the recommended protocols, the Company is responsible for any and all damages by signing a formal waiver.

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12.21 Password Management Services. If Consultant provides password management services to Company, Company shall be responsible and liable for any unauthorized use of passwords.

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