This Master Client Agreement (the “Master Client Agreement & Terms of Service” or “MCA”) is  entered into upon acceptance of any Statement of Work (the "Effective Date") between the  managed services provider, CorporateLounge, LLC, a Limited Liability Corporation, located  at 1302 Waugh Drive, #480, Houston, Texas 77019 (the “MSP”) and the accepting  party (“Client”). MSP and Client are together referred to herein as the parties (the  “Parties”) to the MCA. 

1. MASTER CLIENT AGREEMENT 

1.1. Scope of MCA: This MCA, all statements of work, and orders either attached  hereto as an exhibit or incorporated herein by reference, including any statement  of work setting forth the work to be performed, goods, services and intellectual  property to be sold or licensed, any related pricing and any other order for goods,  licensing, services and any related agreement for services (for example,  

agreements for back-up disaster and recovery or cloud IT services) whether or not  attached hereto or otherwise explicitly incorporated herein by reference (each of  which may hereinafter be referred to as a “Statement of Work”, “SOW”, “Service  Level Agreement”, “SLA”, “Infrastructure as a Service”, “IaaS”, or an “Order’) shall  contractually obligate Client, and any Client affiliate to the MSP or any affiliates of  

MSP, or any successors and assigns thereto, for all goods (“Goods”) and services  (“Services”), including for any licensing of intellectual property. Goods and  Services may include, but are not limited to, software, licenses, subscriptions,  back-up, disaster, and recovery services, cloud services, hardware, trouble support,  and ticketing services, call center and maintenance services, combined software  and services, identification verification processes, policies, and systems,  

cybersecurity systems, applications, software, policies, and enhancements,  telephone and internet services. Goods and Services shall be collectively referred  to hereinafter as "Product", regardless of whether such Product is provided to  Client by MSP directly or through any third party vendor, wholesaler, reseller,  supplier, channel partners, trade partner, consultant, or trade group member,  including but not limited to partner, affiliate, independent contractor, agent or  distributor of MSP, as the case may be, under the circumstances then  

appertaining. 

1.2. Affiliate: For purposes of this Agreement, "Affiliate" means any entity that directly  or indirectly, through one or more entities, controls and/or owns or is controlled  and/or owned by Client or MSP, or is under common control and/or ownership  with Client or MSP. 

1.3. Statements of Work, Orders, and SLA’s: Any Product provided pursuant to this  MCA may require the acknowledgment by Client either in writing, electronic or  other means acceptable to MSP. Whenever reasonably practicable, an initial  Statement of Work or Order may be, but is not required to be attached hereto as  an exhibit upon execution of the MCA by the Parties’ failure to attach any Order to 

the MCA shall not void Client’s obligations (financial or otherwise) to MSP. The  Parties agree and acknowledge that the Parties may, in the course of their  dealings, execute multiple Orders pursuant to this MCA. Such Orders need not be  appended to this MCA, but shall be deemed to be incorporated herein even if such  Orders are not attached to this MCA. In the event of any conflict between the  terms of any Order and the MCA, the terms of the Order shall prevail and be  superior to the MCA, except as to the MCA’s provisions concerning limitation of  liability, set-off, waiver of claims, covenant not to sue, hold harmless, duty to  defend, representations, warranties, indemnity, alternative dispute resolution,  MSP’s intellectual property rights, termination of the MCA, the MCA Term (as that  term is hereinafter defined), choice of law or forum, and the MCA Termination  Rights (collectively, the “MCA Dominant Terms”). The MCA Dominant Terms  (unless otherwise mutually agreed to by the Parties in writing) shall apply to all  agreements, Orders, Statements of Work, rights, remedies, and obligations of the  Parties. 

1.4. Backup, Disaster & Recovery (“BDR”): If Client has elected to Decline any Backup  Disaster Recovery Service. Notwithstanding any other provision herein: 

Wherefore, having declined any BDR service Client acknowledges that MSP has no  obligation to backup Client data and MSP has no obligation to recover Client data under  any circumstances. Client hereby agrees to waive and release all claims, suits,  encumbrances, injunctions, damages, judgments, liabilities (the “Release” or the  “Releases”) against MSP and any Affiliate of MSP, the MSP’s employees, owners,  members, shareholders, agents, assigns, independent contractors, trade partners,  channel partners, vendors, resellers, wholesalers, trade group or coop members,  successors in interest, third party service providers, or any other party acting on MSP’s  behalf for the direct or indirect benefit of Client (collectively with the MSP, the “MSP Release Parties”) and Client exculpates, covenants not to sue, holds harmless, indemnify  and defend MSP and the MSP Release Parties.; 

Client further covenants to Release and not to sue, release, hold harmless, defend and  indemnify the MSP Release Parties in relation to all claims, damages, suits, demands,  trials, tribunals, dispute resolution proceedings and causes of action arising from any  

consequences resulting from failure (including (but not limited to) inadvertence, mistake,  negligence, gross negligence or willful misconduct of Client and Affiliates of Client,  owners, managers, employees, agents, contractors, members, shareholders, officers,  directors, professionals, experts, vendors, successors and assigns) of Client to maintain  an adequate BDR system for any of Client’s data (including, but not limited to),  personally identifiable information, medical data and personal health  information), including data for Client’s employees, Client’s customers, employees of  Client’s customers and any data subject to Client’s obligations under any applicable  Federal, state, local law or regulation or any other contractual obligation Client may 

have with respect to the maintenance, security, confidentiality and privacy of any data,  including (but not limited to) third party data, for which Client has a duty, or other legal,  administrative, regulatory or contractual obligation. 

1.5. Cybersecurity Enhancements: If Client has elected to Decline any Cybersecurity  Enhancements. Notwithstanding any other provision herein: 

Wherefore, having declined the Cybersecurity Enhancements Client acknowledges that  MSP will not be providing enhanced cybersecurity protections which may increase the  risk of cyberattacks against Client’s network security and any damages which may result  therefrom. Client hereby Releases and waives all claims against MSP and the MSP Release Parties; 

Client further covenants to Release and not to sue, release, hold harmless, defend and  indemnify the MSP Release Parties in relation to all claims, damages, suits, demands,  trials, tribunals, dispute resolution proceedings and causes of action arising from any  consequences resulting from failure (including (but not limited to) inadvertence, mistake,  

negligence, gross negligence or willful misconduct of Client and Affiliates of Client,  owners, managers, employees, agents, contractors, members, shareholders, officers,  directors, professionals, experts, vendors, successors and assigns) of Client to accept  cybersecurity enhancements in order to lower the risk of cyberattacks and all damages  resulting therefrom. 

2. TERM AND TERMINATION 

2.1. Term. This MCA will begin on the Effective Date and will continue for three (3) years  (the “MCA Term”) or until each Order initiated within the MCA Term is fulfilled or  expires, except as otherwise set forth herein or as otherwise agreed by the Parties in  writing. MSP may unilaterally, subject to the terms of the MCA and in MSP’s sole  discretion, terminate this MCA in whole or in part and/or reduce MSP’s obligation(s)  under the MCA in whole or in part, including MSP’s obligation(s) under any Order, for  (i) Client’s breach of any provision of the MCA, (ii) Client’s failure to meet its obligations  to MSP under the MCA, or (iii) for cause (“MCA Termination Events”). MCA Termination  Events include, but shall not be limited to: (a) Client’s failure to cure any payment that  Client fails to pay when due under this MCA and/ or any Order within three (3)  business days written notice being provided by MSP to Client regarding said delinquent  payment; or (b) failure of Client to comply with any applicable law and/or any material  provision of the MCA and/or any Order upon three (3) business days written notice  being provided MSP to Client. Upon any termination of the MCA and/or any Order in  whole or in part, Client shall immediately uninstall or cease using any software  designated by MSP, return any of MSP’s hardware, and otherwise cease to use and  return any Product to MSP, together with all related documentation, hardware, 

intellectual property, and software, and any hard, cyber or digital copies thereof  (collectively, the “Ancillaries”) in a manner (and at a time and place) reasonably  acceptable to MSP in MSP’s sole discretion and at Client’s sole expense. Upon written  request of MSP, Client will within three (3) business days certify in writing to MSP that  all Product and Ancillaries have been returned, or if so directed by MSP in writing to  Client, have been destroyed in accordance with applicable law. Client agrees to assume  liability to MSP and the MSP Release Parties for any unauthorized use of Product and  Ancillaries and any destruction and disposal of same in accordance with applicable law.  Client shall Release, hold harmless, covenant not to sue, indemnify and defend MSP and the MSP Release Parties for any and all claims by Client and any third party or  governmental entity arising from any failure of Client to use or dispose of any Product  and Ancillaries in accordance with applicable law, regardless of whether MSP has  provided Client with advance written consent to maintain, use or destroy any Product  and Ancillaries. If the MCA or an Order is terminated in whole or in part prior to the  expiration of the MCA Term, unless otherwise agreed to mutually in writing (the “Early  Termination Date”), Client will nevertheless be liable to MSP for the balance of  payments under the MCA through the expiration of the MCA term and shall be liable to  MSP and reimburse MSP for all expenses, losses and damages incurred by MSP. At the  expiration of the MCA Term or the MCA Early Termination Date, MSP may immediately  terminate any license granted to Client pursuant to the MCA and any Order. 

2.2. Client’s Use And Access To Client Data and Services Post-Termination: Client shall, for  continued use and access of its data post-termination and for Services as necessary,  pay to MSP on the first day of each month following the month of termination of this  MCA and/or any Order a monthly transition fee (the “Post-Termination Transition Fee”)  at prices no worse to Client than those for comparable Services provided to Client by  MSP prior to Termination, or if comparable services were not provided to Client by MSP prior to Termination or expiration, then at prices no worse than the fair market value  for such services in advance on the first day of each month for a period not to exceed  three (3) months or as otherwise agreed (the “Post-Termination  

Transition Period”). Further, Client shall remit to MSP any third-party vendor costs  relating to the continued use and access of its data post-termination and for Services, as necessary. Assuming actual timely payment by Client in advance, MSP will  reasonably make available to Client its data and perform such Services as necessary  during the Post-Termination Transition Period. If the data is or includes protected  health information, the storage, use, duplication, return or destruction of such data  shall be governed by any applicable BAA (Business Associate Agreement)entered into  and executed by the Parties and applicable law. 

2.3. Liability Relating to Client Data Post-Termination: Subject to the Limitation of Liabilities  set forth in Section 5.3, Client acknowledges that neither the MSP nor the MSP Release  Parties have any liability to Client for breach, harm, ransom, storage, hacking,  modification, duplication, destruction or loss of any data (including, but not limited to,  Client data, data of any employees of Client, data of Client’s customers, or any data of 

any employees of Client’s customer’s, or data of any other third parties) post termination of this MCA and/or any Order (including the Post-Termination Transition  Period), regardless of where or how the data is maintained, including off-site  maintenance by third-party storage vendors, and regardless of whether MSP or Client  was or was not in direct privity or contract with such third-party vendor. Client hereby  Releases, waives all claims against MSP or any MSP Release Parties, covenants not to  sue MSP, holds MSP harmless, and agrees to indemnify and defend MSP from and in  relation to any and all claims, damages, suits, demands, trials, tribunals, dispute  resolution proceedings and causes of action arising from any consequences resulting  from data breaches of Client, Client’s employees, Client’s customers, employees of  Client’s customers, or any third parties post-termination (including during the Post Termination Transition Period). 

3. PAYMENT AND DELIVERY 

Client shall be billed by MSP on a monthly basis and Client shall pay to MSP all fees and  expenses incurred under this MCA and/or any Order (including any Post-Termination Transition  Fee) in accordance with and upon receipt of an Invoice (as that term is hereinafter  defined)generated by MSP to Client specifying the amounts due for fees and reimbursable  expenses (collectively, the "Fees"). The payment of any Fees shall occur by automatic ACH  transfer, credit card, or other automatic electronic means designated by MSP unless otherwise  agreed to or required by MSP in writing. All Fees payable under this MCA are exclusive of sales,  use, VAT, customs duties, excise, and any other applicable transaction taxes, which Client will  pay report and remit unless otherwise required by applicable law. If payment is not received  on or before any invoice due date, interest shall begin to accrue and be payable at the lesser of  the maximum rate permitted under applicable law or at the rate of one and one-half percent  (1.5%) per month from the date due until paid in full. Client shall pay all expenses, including,  but not limited to any accounting and expert fees incurred by MSP, or its representatives in  enforcing its rights under this MCA. Client's obligation to pay any Fees and MSP’s right to all  such amounts are absolute and unconditional and not subject to set off by Client. All Goods are  FOB shipping point. Client agrees to pay or reimburse MSP for all actual, necessary, and  reasonable expenses incurred by MSP for all Products. MSP will submit invoices for Fees (each  an “Invoice”) to Client for remittance, and each Invoice will designate the terms of payment,  including (but not limited to) payment in advance, payment immediately upon receipt of  Invoice, payment upon completion, payment at designated intervals, etc. In the event  emergent Services, Product and/or licenses is/are provided or commenced at Client’s request  and under the circumstances is commenced or provided prior to Order or Invoice, then  payment for all such Product shall be due immediately upon completion or presentation of  Order or Invoice, whichever is sooner. Absent statement of terms in any Order or Invoice, the  default shall be immediate payment upon presentation of Order or Invoice unless otherwise  agreed in writing. 

4. PROPRIETARY RIGHTS AND CONFIDENTIALITY.

• Proprietary Rights. MSP, any Affiliates of MSP and/or their licensors shall retain all  rights, title, and interest in any and all intellectual property, informational property,  industrial property and any copies thereof. MSP neither grants nor otherwise transfers  any rights of ownership in the Product, licenses, or intellectual property to Client. By  signing below, Client acknowledges that the Product and intellectual property may be  protected by applicable copyright, confidentiality, non-disclosure, and trade secrets  laws, as well as and other forms of intellectual property, informational property, and  industrial property protections. 

• Product. Client may only use and disclose Product in accordance with the terms of this  MCA and any applicable Orders. MSP reserves all rights in and to the Product not expressly granted in this MCA. Client may not disassemble or reverse-engineer any  software Product or decompile or otherwise attempt to derive any software Product's  source code from executable code, except to the extent expressly permitted by  applicable law, or provide a third party with the results of any functional evaluation of,  benchmarking of, or performance tests on, the Products without MSP’s prior written  approval. Client shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise  commercially exploit or make the Product, programming, documentation, reports, or  any other Product Services available to any third party. Except as expressly authorized  in this MCA or an Order, Client may not (a) distribute the Product to any third party  (whether by rental, lease, license, assignment, sublicense or other transfer), or  (b) operate the Product in an outsourcing or service provider business to process the  data of third parties. Additional usage restrictions may apply to certain third-party  files or programs embedded in the Product - applicable installation instructions or  release notes will contain the relevant details. 

• Product Licensed Under This Agreement. 

a. License. Subject to the terms of this MCA and any applicable Orders  thereunder, MSP grants Client a non-exclusive, non-transferable license to  use all programming, documentation, reports, and any other Product  provided by MSP pursuant to this MCA solely for its own internal use. 

b. Pre-Existing License Agreements. Any software Product provided to Client  by MSP as a wholesaler, channel partner or reseller for a third party, which  is licensed to Client under a separate software license agreement with such  third party (such agreement, an “SLA”), will continue to be governed by the  SLA. The fulfillment of the obligations under the MCA will not relieve or  alter the obligations or responsibilities of either party (or of any third party)  in regards to the software product licensed under the SLA.

c. Ownership. MSP owns all right, title, and interest in the Product, including  all intellectual property rights embodied therein. Nothing in this MCA is  intended to (or will have the effect of) vesting in Client, or transferring to  Client, rights of MSP, its Affiliates, suppliers’ or licensor’s software,  

methods, know-how or other intellectual property, regardless of whether  such intellectual property was created, used or first reduced to practice or  tangible form. 

• Confidentiality. This Section sets out the terms for identification of information which  is considered confidential and proprietary by MSP, and restrictions against use and  disclosure of such Confidential Information by the Client. 

• Definition. The term “Confidential Information” means all proprietary or confidential  information that is disclosed to the Client by MSP its affiliates, suppliers, and licensors,  and includes, among other things (i) any and all information relating to Products  provided by MSP, any Client-related information and financial information, source and  executable code, flow charts, drawings, techniques, specifications, development and  marketing plans, strategies, forecasts, and sales and marketing materials and (ii) the  terms of this MCA. 

a. Disclosure Restrictions. Client may not disclose Confidential Information of  MSP to any third party without the prior written consent of MSP. 

b. Proprietary Legends. Client may not remove, obscure, or alter any  

proprietary legend relating to MSP’s rights on or from any form of  

Confidential Information of MSP without the prior written consent of the  MSP, except as expressly authorized in an Order. 

c. MSP will make reasonable disclosures of Client’s confidential information  solely in pursuit of performance of its requirements in this MCA and any  exhibits or schedules to this MCA. 

5. ALLOCATION OF RISK 

5.1. CONSEQUENTIAL DAMAGES. MSP IS NOT LIABLE TO CLIENT, ITS AFFILIATES, THIRD  PARTY VENDORS, OR ITS LICENSORS, FOR CONSEQUENTIAL DAMAGES, INCLUDING  SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, ARISING OUT OF (OR  RELATING TO) THIS MCA OR THE PRODUCT, EVEN IF MSP HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF THE NEGLIGENCE OF EITHER  PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT  OR CONTRACT LAW. AS USED IN THIS AGREEMENT, “CONSEQUENTIAL DAMAGES”  INCLUDES, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE,  INTERRUPTION OF BUSINESS OR LOSS OF USE OF CLIENT DATA.

5.2. THIRD PARTY SERVICES. IN ADDITION TO AND WITHOUT LIMITING SECTION 5.1, MSP,  ITS MEMBERS, EMPLOYEES, AGENTS, DIRECTORS, AND REPRESENTATIVES, MAKE NO  WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS AND SERVICES  PROVIDED BY THIRD PARTY VENDORS TO THE FULLEST EXTENT PERMITTED BY  APPLICABLE LAW. FURTHER, MSP, ITS MEMBERS, EMPLOYEES, AGENTS, DIRECTORS,  AND REPRESENTATIVES ARE NOT LIABLE FOR ANY LOSSES, INJURIES, OR DAMAGE OF  WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES,  ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR OTHERWISE RELATED TO, IN  CONNECTION WITH OR ARISING FROM THIRD PARTY SERVER DATA STORAGE,  DUPLICATION, ARCHIVING, FILTERING, FIREWALL, THIRD PARTY CO-LOCATION,  EQUIPMENT, SOFTWARE, OR HARDWARE, OR OTHER SERVICE, SEEN OR UNFORESEEN,  (COLLECTIVELY, “CLOUD SERVICES”) AND WHETHER OR NOT CAUSED BY INTENTIONAL  OR UNLAWFUL ACTIVITY INCLUDING HACKING, RANSOM, VIRUS OR SECURITY  BREACHES, OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY VENDOR,  CONTRACTOR, CHANNEL PARTNER, LICENSOR, LICENSEE, OR ANY OTHER PARTY. 

5.3. LIMITATION OF LIABILITY. MSP’S ENTIRE LIABILITY FOR ANY CLAIM, SERIES OF  CLAIMS, OR FOR ANY DAMAGES RELATED IN ANY WAY TO ANY PRODUCT OR RIGHTS  OF MSP, AS WELL AS THOSE ARISING UNDER OR RELATED TO THIS MCA, INCLUDING  MSP’S PERFORMANCE OF THE SERVICES, OR MSP’S PROVIDING OF ANY HARDWARE  OR SOFTWARE UNDER ANY THEORY, WHETHER STRICT LIABILITY, NEGLIGENCE,  ACTIVE OR OTHERWISE, IS LIMITED TO CLIENT’S AND ANY THIRD PARTIES’ DIRECT  DAMAGES AND IS FURTHER LIMITED TO THE COVERAGE ACTUALLY AFFORDED BY  MSP’S INSURANCE POLICIES. ALTERNATIVELY, IF INSURANCE COVERAGE IS NOT  AVAILABLE UNDER ANY OF MSP’S POLICIES, TOTAL LIABILITY FOR ANY DAMAGES  ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER  OF THE AMOUNT CLIENT PAID TO MSP UNDER THIS AGREEMENT IN THE ONE MONTH  IMMEDIATELY PRECEDING THE FACTS OR CIRCUMSTANCES GIVING RISE TO THE LAST  CLAIM OF DAMAGE OR $5,000.00. THIS PROVISION IS INDEPENDENT OF ANY OTHER  LIMITATION OF LIABILITY AND REFLECTS A SEPARATE ALLOCATION OF RISK FROM  PROVISIONS SPECIFYING OR LIMITING A PARTY’S REMEDIES. 

5.4. Indemnification and Duties. 

• If Client, its Affiliates, or any of its respective employees, agents, vendors, or suppliers,  is faced with a legal claim by a third party arising out of MSP’s actual or alleged gross  negligence, negligence, willful misconduct, violation of law, or failure to meet the  security obligations required by the MCA, or a legal claim alleging patent, trade secret,  or copyright infringement, then Client must forward notice of the legal claim to MSP within three (3) business days of receipt of the claim.

a. If MSP, its Affiliates, or any of its respective employees, agents, vendors,  channel partners, contractors, licensee, licensor, or suppliers is faced with a  legal claim by a third party arising out of Client’s actual or alleged gross  negligence, negligence, willful misconduct, violation of law, failure to meet  the security obligations required by the Agreement, and/or violation of  Client’s agreement with its Clients or end users, then Client shall at all times  indemnify and hold harmless MSP, its successors and assigns and any of its  officers, directors, employees representatives, and/or agents, and their  heirs, executors, administrators, successors and assigns or each of them  against and from any and all claims, damages, liabilities, costs and expenses,  including the cost of defending the claim (including reasonable attorney’s  fees) and any damages award, fine or other amount that is imposed on MSP as a result of the claim. Client’s obligations under this subsection include  claims arising out of the acts or omissions of Client’s employees, any other  person to whom Client has given access to the Product, and any person who  gains access to the Product as a result of Client’s failure to use reasonable  security precautions, even if the acts or omissions of such persons were not  authorized by Client, including unlawful acts of data intruders. 

b. Client shall pay attorneys’ fees and other expenses that MSP incurs in  connection with any dispute between persons having a conflicting claim to  control Client’s account with MSP, or any claim by Client’s clients or end  users arising from an actual or alleged breach of Client’s obligations to  them. 

c. If Client receives notice of a claim that is or may be covered by this Section  5.4, the notice must be promptly forwarded to the MSP. Client will not  settle any claim that encumbers MSP with any liability, specific  

performance, injunctive relief that acknowledges only wrongdoing by MSP,  breach of the MCA by MSP, violation of regulation or law by MSP, or  substantially similar burden without written approval and consent from  MSP. 

5.5. Injunctive Relief. Client acknowledges that a violation of MSP’s confidentiality as  described in Section 4 of this MCA will cause MSP immediate and irreparable harm. In  the event of a breach of Section 4 by Client or any third party, Client agrees that MSP may seek, in addition to any and all other remedies available at law, an injunction,  specific performance, or other appropriate relief, including liquidated damages, loss or  profits, enterprise value, business disruption, or harm to reputation. 

5.6. Additional Protections.

a. MSP shall not be liable for any unlawful or unauthorized access, damage, loss or  intrusion to Client Data, nor shall MSP be liable for any unlawful or unauthorized  access, damage, loss or intrusion to any data of Client’s Client, any data of any  entity or person serviced by Client, and/or any entity or person to whom Client  otherwise owes a duty of care, whether such duty of care arises pursuant to  contract or as a matter of applicable law. CLIENT SHALL BE SOLELY RESPONSIBLE  FOR DETERMINING WHAT APPLICABLE COMPLIANCE STANDARDS, IF ANY, IT  MUST OR SHOULD ADHERE TO OR MAINTAIN FOR ITSELF, ITS CLIENTS, CLIENTS  OR OTHER THIRD PARTIES CONCERNING DATA COMPLIANCE, STORAGE, BACKUP,  RETENTION AND RESTORATION FOR ANYONE TO WHOM CLIENT IS RESPONSIBLE  AND/OR OTHERWISE OWES A DUTY OF CARE CONCERNING SUCH DATA  COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION. 

b. Client fully and forever Releases and discharges MSP and all of its respective  affiliates, directors, officers, shareholders, employees, agents, and insurers, from  any and all injuries, losses, damages, claims (including negligence claims),  demands, lawsuits, expenses, and any other liability of any kind, of or to Client,  its property, Client’s customers, employees, suppliers or any other person,  directly or indirectly arising out of or in connection with services provided by  third party vendors, including, but not limited to, the following third party  vendor services: 

▪ Cloud data storage and applications as set forth in the IaaS and DaaS  (such as Crayon Software Experts, LLC) 

▪ BDR 

▪ Cybersecurity enhancements 

▪ Identification programs (such as ID 20/20). 

Further, Client will defend, indemnify, hold harmless, and reimburse MSP from  and for all damages, losses, costs, or expenses (including legal fees) incurred by  the MSP or paid by them to any person (including Client or its respective  insurers) in respect of any liability resulting from services provided by third party  vendors. In addition, Client will not initiate any claim, lawsuit, court action, or  other legal proceeding or demand against MSP, nor join or assist in the  prosecution of any claim for money or other damages which anyone may have,  on account of injuries, losses, or damages sustained by Client, its customers,  employees or suppliers, other parties, or any such person’s property in  connection with any services provided by third party vendors. 

c. MSP shall not be liable for any inability of the MSP, Client or Client's Clients to  access, maintain, recover or restore any of Client's data, including (but not  limited to) any inability as a result of force majeure, acts of God and nature, war,  terrorism, bankruptcy, insolvency or shutdown of any business of Client, Client's  Client, Client's vendors, or MSP's vendor or vendors, channel partners, licensees  or licensors, VOIP service providers, or agents, except as otherwise required by 

law. For purposes of this section, "vendor" or "vendors" includes, but is not  limited to, vendors storing Client's Data or Client's Client data in the “cloud”,  such as offsite storage facilities. 

d. In the event of the insolvency, liquidation, or restructuring of the Client, Client  agrees for any continuation of Product that the MSP may provide in its sole  discretion, that MSP shall be considered, for purposes of applicable state and  federal law, including federal bankruptcy law, as a “critical vendor,” and Client  shall be paid immediately for any outstanding pre-filing Invoices that are  outstanding. Additionally, in the event of the insolvency, liquidation, or  

restructuring of the Client, Client shall waive any and all rights to bring any  avoidance action, actions for clawback of amounts paid/transfers made, actions  for preferential transfer/treatment, and actions for fraudulent transfer, whether  such actions arise under state or federal law, including (but not limited to)  federal bankruptcy law. 

e. Each and every payment under this MCA shall be considered (and is hereby  acknowledged by the parties as) a contemporaneous exchange for new value. 

6. SERVICE-SPECIFIC TERMS. 

6.1. All Necessary Rights. If, as part of its Services, MSP is required to use, copy or modify  any third-party hardware, software or other technology provided or licensed to Client,  then prior to MSP’s performance of such Services, Client will acquire all rights necessary  for MSP to perform such Services and shall indemnify MSP for any claims arising  therefrom. 

6.2. Intellectual Property Indemnity. 

a. Infringement Claims. Subject to the disclaimer of damages and limitations of  liability set forth in section 5, if a third party asserts against Client a claim that the  Products and/or MSP’s performance of the Services in accordance with the terms  of this MCA violates a patent, trade secret or copyright (an “Intellectual Property  Right”) owned by that third party (“Infringement Claim”), then MSP may, at its own  expense: (a) defend or settle the Infringement Claim; and (b) indemnify Client for  any damages finally awarded against Client. For any claim, Client must promptly  notify MSP of any Infringement Claim, MSP may retain sole control of the defense  of any Infringement Claim and all negotiations for its settlement or compromise,  and Client must provide all reasonable assistance requested by MSP. MSP will not  be liable for any expenses or settlements incurred by Client without MSP's prior  written consent.

b. Remedies. If an injunction or order is obtained against MSP performing the  Services for Client and/or Client using the Products by reason of the allegations of  infringement, or if in MSP’s opinion the Services and/or Products may violate a  third party's proprietary rights, then MSP may, at its expense: (a) procure for Client  the right to continue to receive the Services and/or use the Products; (b) modify or  replace the Services and/or Products with a compatible, functionally-equivalent  substitute; or (c) if neither (a) nor (b) are commercially practical, terminate this  MCA or a specific order thereunder and release Client from its obligation to make  future payments for the Services and/or Products. Sections 5.1, 5.2, and  5.3 contain Client's exclusive remedies and MSP's limited liability for claims of  infringement. 

6.3. MSP Insurance. MSP will provide and maintain during its rendition of the Services and  sale of Product, but only for losses arising out of MSP’s work for Client: (a) worker's  compensation and related insurance as prescribed by the law of the state applicable to  the employees performing such Services; (b) employer's liability insurance with limits  statutorily required and at least one million dollars ($1,000,000) for each occurrence;  (c) commercial general liability insurance (including products liability) with one million  dollars ($1,000,000) per occurrence combined single limit and one million dollars  ($1,000,000) in the aggregate, including coverage for the use of subcontractors,  products liability and completed operations, and not containing an exclusion for  explosion, collapse and underground coverage; and (d) professional liability insurance  covering the effects of errors and omissions in the performance of professional services  with limits in the amount of one million dollars ($1,000,000) for each occurrence and in  the aggregate. 

6.4. Client Insurance. Due to the complexity and severity of the exposures created by the  use of computers, Client shall consult with a qualified risk manager to evaluate its  exposures, unless otherwise agreed by the parties in writing. Client shall name MSP as  an additional insured to its insurance policies, including: 

a. Commercial general liability insurance. Client shall maintain coverage with limits no  less than one million dollars ($1,000,000) per occurrence combined single limit and  one million dollars ($1,000,000) in the aggregate, including coverage for  contractually assumed liability as contained herein and name MSP as an additional  insured. 

b. Property insurance. Client shall maintain property insurance with a coverage  extension for electronic data and name MSP as an additional insured. “Computer  equipment. Policy will pay for loss or damage caused by or resulting from an  ‘accident to computer equipment. Computer equipment means covered property  that is electronic computer or other data processing equipment, including, ‘media’  and peripherals used in conjunction with such equipment, including loss of income.

c. Cyber and privacy insurance. Policy coverage at a minimum shall include the  following: 

• Cyber-extortion coverage 

• Data asset coverage 

• Computer fraud 

• Business interruption 

• Extra expense 

• Privacy notification and crisis management expenses 

• Information security and privacy liability 

• Website media content liability 

• Mechanical breakdown and electrical failure 

6.4.1 Client’s insurance: as to any insurance policies referenced above in this paragraph  6.4, if any, Client shall provide a certificate of insurance to MSP upon written  request. 

6.5 Mutual Waiver of Subrogation. To the extent permitted by law, MSP and Client mutually  waive all rights against each other for recovery of damages to the extent such damages are  covered by insurance, including but not limited to worker’s compensation, and employer’s  general liability, auto liability, physical damage, property insurance, cyber insurance and/or  commercial umbrella/excess liability insurance under their respective insurance coverage  policies and limits. 

6.6 Independent Contractor. Nothing in this MCA will be construed to make either party an  employer, employee, agent or partner of the other, and this MCA will not be construed to  create rights, express or implied, on behalf of or for the use of any party other than MSP and Client. All the Services performed by MSP will be performed as an independent  contractor. MSP will perform such Services under the general direction of Client, but MSP will have sole discretion to determine the manner, method and means of performing such  Services subject to the provisions of this MCA and applicable Order. Neither party will  have any authority to make any contract in the name of, or otherwise to bind, the other  party. MSP will be responsible for, and will pay, all unemployment, social security and  other payroll taxes, and all worker's compensation claims, worker's compensation  insurance premiums and other insurance premiums, with respect to MSP and MSP's  employees. 

6.7 Non-Solicitation. Client will not, either directly or indirectly (except through MSP) solicit,  hire, or contract with any MSP employee during the term of this Agreement and for a one  (1) year period following termination thereof (hereafter the “Non-solicitation Period”). In  the event that Client desires to directly hire any MSP employee during the Non-solicitation  Period, Client must first seek MSP's consent to directly hire the MSP employee and to  speak with the MSP employee about the employment opportunity.

6.8 User Identification Tools. MSP shall offer a user identification program to Client that will  allow MSP to verify Client’s identity in telephone conversations. The purpose of the user  identification program is to decrease the risk of identity theft, impersonation, theft of  information, breach of confidentiality, property loss or damage. If Client declines to  participate in the program, it will not be possible for MSP to verify Client’s identity in such  telephonic conversations. One such provider of identification services is ID 20/20. If Client  declines to accept the identification program offered by ID 20/20, Client agrees to execute  the Release and Waiver of Liability for ID 20/20 User Identity Verification Tool. 

_______ (Client Initials) Decline any User Identification Tools. 

7. ALTERNATIVE DISPUTE RESOLUTION. 

ANY SUIT CONTROVERSY OR CLAIM ARISING OUT OF (OR RELATING TO) THE PRODUCT  AND/OR THIS MCA WILL BE REFERRED TO MANDATORY NONBINDING MEDIATION. THE  PARTIES SHALL SPLIT THE COSTS OF THE MEDIATOR. THE MEDIATION SHALL BE CONDUCTED  IN THE STATE OF TEXAS BY A MEDIATOR MUTUALLY AGREEABLE TO THE PARTIES SELECTED  FROM THE LIST OF CERTIFIED MEDIATORS MAINTAINED BY THE TEXAS SUPERIOR COURT. A  REPRESENTATIVE OF THE PARTY WHO HAS AUTHORITY TO NEGOTIATE AND SETTLE THE  MATTER MAY APPEAR TELEPHONICALLY. 

• MISCELLANEOUS/OTHER PROVISIONS. 

• Severability, No Recovery of Fees. Should any provision of this MCA be invalid, or  unenforceable, the remainder of the provisions will remain in effect. In the event of a  dispute, each party shall bear its own respective costs, expenses, and attorneys' fees. 

• Notices. Unless otherwise provided, notices to the Parties will be in writing to the  address indicated above and deemed effective when received by U.S. mail by first  class, express mail, or by electronic means. 

• Verification. Upon MSP’s written request, Client will provide MSP with a certification  signed by an officer of Client verifying that Product is being used pursuant to the  terms of this MCA, including (without limitation) the licensed capacity of the  Product. MSP may, at its expense, audit Client's use of Product to confirm Client's  compliance with this MCA. Any such audit will be conducted during regular business  hours at Client's facilities and will not unreasonably interfere with Client's business  activities. If an audit reveals that Client has underpaid Fees to MSP, Client will pay 

such underpaid Fees. If the underpaid Fees exceed five percent (5%) of the Fees paid,  then Client will also pay MSP’s reasonable costs of conducting the audit. 

• Assignment. Client may not assign this MCA or any rights granted in this MCA to any  third party, except with the prior written consent of MSP. MSP may assign, in its sole  discretion, all or any portion of this MCA to provide more reasonable and competent  equipment, software, or services to Client. 

• No Waivers. Failure of a party to require performance by the other party under this  MCA will not affect the right of such party to require performance in the future. A  waiver by a party of any breach of any term of this MCA will not be construed as a  waiver of any continuing or succeeding breach. 

8.6 Force Majeure. Any delay or failure of MSP to perform any obligation under this MCA  caused by governmental restrictions, labor disputes, acts of terrorism, cyber-espionage or  hacking, storms or natural disasters, emergency, or other causes beyond the reasonable control  of the party will not be deemed a breach of this MCA. 

8.7 Channel Partners. Client acknowledges that MSP may utilize channel partners to market and  sell its products, services, or technologies. 

8.8. Entire Agreement. This MCA, together with each Statement of Work and Order,  constitutes the entire agreement between Client and MSP, and supersedes any prior or  contemporaneous negotiations or agreements, whether oral or written, concerning this subject  matter. This MCA, and each Statement of Work and Order, may be modified only by a  mutually- signed writing between Client and MSP. 

8.9 Export Controls. Client will cooperate with MSP as reasonably necessary to permit MSP to  comply with the laws and regulations of the United States and all other relevant countries  relating to the control of exports (“Export Laws”). Client may not import, export or re-export,  directly or indirectly, including via remote access, any part of the Product into or to any country  for which a validated license is required for such import, export or re-export under applicable  Export Laws without first obtaining such validated license. 

8.10 Referencing. Client agrees that MSP and any Affiliates of MSP may refer to Client as a  Client of MSP, both internally and in externally-published media, to include (but not be limited  to) use of Client name, logo, and the fact of the relationship in promotional materials, although  Client may cancel the above-described referencing rights on thirty (30) days-notice to MSP.  Client also agrees to instruct appropriate personnel within its organization that Client has 

agreed to receive and participate in calls, from time to time, with potential Clients of MSP who  wish to evaluate the technical specifications of Product. 

 8.11 GOVERNING FORUM AND LAW. THIS MCA IS GOVERNED BY TEXAS LAW, EXCEPT  AS TO CONFLICTS OF LAW, WHICH IN ALL CASES SHALL CAUSE TO BE SELECTED THE LAWS OF  THE STATE OF TEXAS. ALL DISPUTES UNDER THIS MCA SHALL BE RESOLVED IN ACCORDANCE  WITH PARAGRAPH 7. SHOULD LITIGATION OCCUR, THE PARTIES AGREE THAT SUCH  LITIGATION WILL BE RESOLVED IN THE COURTS OF THE STATE OF TEXAS, INCLUDING THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF TEXAS, AND THE PARTIES AGREE TO  ACCEPT ALL SERVICE OF PROCESS RELATED TO SUITS AND CLAIMS COMMENCED IN THE STATE  AND FEDERAL COURTS OF TEXAS AND HEREBY WAIVE ANY SERVICE OF PROCESS OR VENUE  DEFENSES OTHERWISE AVAILABLE TO IT. IN THE EVENT OF A DISPUTE ARISING OUT OF THIS  MCA, EACH PARTY SHALL OBSERVE THE “AMERICAN RULE” AND BEAR ITS OWN RESPECTIVE  COSTS, EXPENSES, EXPERTS, AND ATTORNEYS' FEES, EXCEPT WITH RESPECT TO SECTION  5.4(C). 

8.12 Litigation Holds. Any and all discovery, (including electronic data) that Client determines  to voluntarily produce or is required or compelled to produce pursuant to process or court  order in suits, claims, proceedings or disputes with third parties shall be at Client’s sole expense  and in a manner in form and substance compliant with applicable law, process or court  order. MSP’s assistance with such discovery and the provision of products and services in  connection therewith, shall be subject to a separate services agreement “discovery services  agreement” mutually agreeable to MSP and Client. In no event shall MSP be required under  any such discovery services agreement to advance costs, fees, or expenses - said costs, fees and  expenses to be disbursed by Client in advance unless otherwise agreed to in writing by the  Parties. 

8.13 Non-disparagement. Neither Party shall, directly or indirectly, make or authorize the  making of any statement that disparages or creates any material negative inference with  respect to the other Party's respective officers, directors, affiliates, personnel, products or  related companies, by words, actions or other communications, or by any omission to speak,  act or otherwise communicate. 

8.14 Change of Control. In the event of an acquisition or other change in control of Client, this  MCA, all statements of work, and orders either attached hereto as an exhibit or incorporated  herein by reference, shall remain in full force and effect. “Change in Control" means, for any  person, either (a) any sale, exchange, transfer, conveyance or termination of any equity or  ownership interests in Client, or any corporate, limited liability company or partnership  reorganization, restructure, merger, acquisition, transfer of assets, consolidation or adjustment  with respect to Client, in each case if the persons currently in control of Client would no longer  have such control after such event or (b) any other change in the direct or indirect control of, or  the ability or right to control, a majority of the voting shares of any class of securities or 

ownership rights in Client or in the right or the power to control the election of the board of  directors or other managing body of Client, in each case if the persons currently in control of  Client would no longer have such control after such event. 

8.15 Litigation. In the event of litigation or threatened litigation between Client and a third  party, the Scope of MCA referenced in Section 1.1 shall not include assistance by the MSP to  preserve documents, including electronically stored information (“ESI”), as may be requested  by counsel or as ordered by a court of competent jurisdiction. 

8.16 MSP makes no representations or warranties, express or implied, in regard to compliance  with the GDPR (General Data Protection Regulation) as enacted by the European Parliament  and the Council of the European Union, Regulation (EU) 2016/679 of the European Parliament  and of the Council of 27 April 2016. 

8.17 Survival. Sections 1, 2, 4, 5, 6, 7 and 8 will survive the termination or expiration of this  MCA. Each party shall bear its own respective costs, expenses, and attorneys' fees in any  litigation or arbitration proceeding between them arising out of this MCA, except with respect  to section 5.4(c).