Managed Services Agreement

Last updated on 8.5.2024

This Master Services Agreement (this "Agreement") is effective upon the date of the addendum signing (the "Effective Date"), by and between Vector Choice Technologies, LLC ("Vector Choice"), and (Client) (collectively "Parties"), (individually "Party").

Recitals

A. Vector Choice is a provider of Managed IT Services, Cloud Services, Cyber Security & Compliance Services, IT Consulting, Hardware and Software Consulting, Building Tech Solutions, and CTO, CSO, CCO Services ("Services") and Hardware and Software Procurement ("Product"); and

B. Client may consider Products or Services from Vector Choice pursuant to an addendum(s) to this Agreement ("Addendum").

C. This MSA supersedes all previous MSAs entered into between the Parties; all existing and in-effort SOW's and Quotes shall be deemed incorporated by reference and governed by this MSA as of the Effective Date first written above.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms have the meaning set forth below:

· "Addendum" has the meaning set forth in the Recitals.

· "Affiliate" is a person who is directly or indirectly under common control (the power to direct or cause the direction, including through the ownership, voting proxies, by contract or otherwise) a Party.

· "Confidential Information" means any information that is not publicly known and is treated as confidential by a Party (i.e., personally identifiable information, trade secrets, information about business operations and strategies, Clients, contract terms, vendors, pricing, and marketing).

· "Client Equipment" means any equipment, cabling or facilities provided by Client and used in the provision of Services.

· "Client Materials" means any documents, data, methodologies, and other materials provided to Vector Choice by Client.

· "Deliverables" means work product delivered to Client pursuant to an hereunder or prepared by or on behalf of Vector Choice in the course of performing Services pursuant to an Addendum.

· "Disclosing Party" means a party that discloses Confidential Information under this Agreement.

· "Initial Assessment" means the process of accessing, understanding, and evaluating Client's current System, network, and peripherals as a critical first step before initiating a managed services engagement and involves gathering essential information to create a tailored service plan.

· "Intellectual Property Right(s)" means all: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

· "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government or political subdivision thereof, or tribunal of competent jurisdiction that applies to a Party.

· "Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

· "Material Breach" means a breach of this agreement, pursuant to Section 4(c), and such breach of this agreement substantially and fundamentally affects the contract's value or purpose and/or goes against the core principles agreed upon between the Parties.

· "MSA" means Master Services Agreement

· "Permitted Subcontractor" has the meaning set forth in Section 2.1(b).

· "Person" means an individual, corporation, limited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.

· "Project" means a project as described in an Addendum.

· "Receiving Party" means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.

· "Services" has the meaning set forth in the recitals and includes any services provided by Vector Choice pursuant to an Addendum hereto, which shall be made a part of, and incorporated into, this Agreement.

· "System" means the Client's assemblage of devices, hardware, software, peripherals, data, processes, networks, servers, and related components.

· "Term" as it relates to this MSA and Addendum term(s) have the meaning set forth in Section 4.

· "Vector Choice Equipment" means any equipment or hardware provided by Vector Choice and used in the provision of the Services for which ownership has not transferred to Client.

· "Vector Choice Resources" means all employees and Permitted Subcontractors, of Vector Choice.

2. Vector Choice's Obligations.

2.1 Upon execution of an Addendum to this Agreement, Vector Choice shall:

(a) Appoint one Vector Choice Personnel as primary contact with authority to act on behalf of Vector Choice in connection with matters pertaining to this Agreement (the "Vector Choice COO and/or CEO");

(b) Require any Person engaged as subcontractors of Vector Choice to provide Services pursuant to an Addendum ("Permitted Subcontractor") to be bound similar to no less restrictive requirements than those of Vector Choice in this Agreement, and, upon Client's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Client.

3. Client's Obligations.

3.1 Client shall:

(a) cooperate with Vector Choice to facilitate the Services and appoint a Client's employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement;

(b) obtain and maintain all necessary licenses and consents and comply with all applicable Laws in relation to the Services, including all applicable local, state, federal, and international laws in all cases before the date on which the Services are to start;

(c) grant Vector Choice the right to send Client's employees Vector Choice's Newsletter, "Tech Tips" and other email communications; and

(d) allow Vector Choice to access the System through a reputable third-party software provider allowing remote monitoring and access. Such access includes Vector Choice's ability to assess Client's System for the Initial Assessment. Due to such remote access, Vector Choice cannot guaranty security of Client data. Vector Choice shall use a reputable third-party software to access the System.

(e) provide such access to Client's premises, and such office accommodation and other facilities as may reasonably be requested by Vector Choice and agreed to by the Client in writing in advance, for the purposes of performing the Services;

(f) respond promptly to any Vector Choice request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Vector Choice to perform Services in accordance with the requirements of this Agreement;

(g) provide such Client Materials as Vector Choice may request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects; and

(h) ensure that all Client Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant legal or industry standards or requirements. Client should, at Client's expense, procure and maintain cyber insurance covering Client's system with a financially sound and reputable insurer. Upon request, Client will provide Vector Choice with a certificate of insurance from Client's insurer evidencing the insurance coverage.

(i) ensure that Client Equipment, Systems and any relevant devices are required to maintain an active and applicable warranty throughout the duration of this Agreement. In the event that any warranty, as required by this Agreement, is inactive, inapplicable, or invalid or if technological advancements or industry standards necessitate a warranty upgrade during the term of this Agreement, Vector Choice may automatically renew or upgrade any such applicable warranty to meet the requirements herein. Client shall be responsible for the costs and fees associated therewith, which will be due upon receipt of an invoice associated with such warranty.

4. Term, Termination and Survival.

4.1 This Agreement shall commence as of the Effective Date and shall continue thereafter for as long as an Addendum to this Agreement is continuing plus one (1) year after the completion of Services under all Addendums, unless sooner terminated pursuant to Section 4.2 or Section 4.3 below. Vector Choice is not providing any services under this Agreement (services are specified and provided under Addendums), Client understands Client will remain bound by this Agreement for provisions including but not limited to, items regarding confidentiality, payment of fees, and limitation of liability.

4.2 Either Party may terminate this Agreement, effective upon sixty (60) days written notice to the other Party (the "Defaulting Party") if the Defaulting Party:

(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach;

(b) becomes insolvent or admits its inability to pay its debts generally as they become due;

(c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days of filing or is not dismissed or vacated within forty-five (45) days after filing;

(d) is dissolved or liquidated or takes any corporate action for such purpose;

(e) makes a general assignment for the benefit of creditors; and

(f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

4.3 Notwithstanding anything to the contrary in Section 4.2, if the termination is by Client and not for Cause or is by Vector Choice and resulting from a Material Breach by Client, Client shall pay:

(a) a termination fee equal to the cost of six (6) months' worth of the average fees paid by Client per month over the prior twelve (12) months, or the actual remaining months of fees if less than six (6) months remain on the term. ("Early Termination Fee").

(b) any unpaid undisputed monthly fees due through the termination date of the Addendum; and

(c) all amounts for Products, vendor service and equipment commitments made by Vector Choice's in order to provide Services to Client for (1) the remainder of the Term, or (2) the termination fees required by of Vector Choice's to terminate such commitments, whichever is less. Some vendors, i.e. Microsoft, do not allow early termination of license fees and Client understands and consents to payment of the licenses for the remainder of the license term.

4.4 In addition to the provisions included in this Section 4.4, Vector Choice may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder. Payment is due within thirty (30) days from receipt by Client of any invoice. Client is granted a five (5) day grace period before a late fee applies, and if payment is not received within thirty-five (35) days of receipt of any invoice, a late fee shall apply. Furthermore, if Client's nonpayment continues for forty-five (45) days from the receipt invoice, Vector Choice will provide Client with written notice that Client is behind on satisfying its payment obligations for services rendered. If Client's nonpayment persists for sixty (60) days, Vector Choice may shut down Client's access to Vector Choice support services. If Client's nonpayment persists for ninety (90) days, Vector Choice may shut down support along with all other services Client receives from Vector Choice. If Client cures its nonpayment between sixty (60) and eighty-nine (89) days from the date of the applicable invoice, a reactivation fee of 10% of the unpaid invoice(s) shall apply. If Client cures its nonpayment within ninety (90) days or thereafter, a reactivation fee of 25% of the unpaid invoice(s) shall apply. VECTOR CHOICE SHALL HAVE NO LIABILITY FOR ANY SUSPENSION OF SERVICES BASED ON CLIENT'S FINANCIAL BREACH. Time is of the essence in the performance of all payment obligations by Client.

4.5 The rights and obligations of the Parties set forth in Section 4.6 and in Sections 7, 8, 9, 10, 11, 12, and 13 any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

4.6 Upon expiration or termination of an Addendum to this Agreement:

(a) Vector Choice shall; (i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Equipment and all Client Materials; (ii) promptly remove any Vector Choice Equipment located at Client's premises that has not been sold to Client; (iii) provide reasonable cooperation and assistance to Client upon Client's written request and at Client's expense in transitioning the Services to an alternate service provider; and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services or Deliverables which have not been provided;

(b) Client shall pay and reimburse Vector Choice for its costs in providing the transition services set forth in Section 5.5(a), in advance based upon Vector Choice's estimate of costs for transitions services at its then-current billable rates; and Vector Choice shall reconcile actual charges for transition to new service provider with the prepaid amount described above within thirty (30) days of completion of transition assistance.

(c) Each Party shall; (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; (ii) within sixty (60) days after the termination of services permanently erase all of the other Party's Confidential Information from its computer systems and; (iii) certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Client may retain copies of any Confidential Information of Vector Choice incorporated into the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables. Notwithstanding anything herein to the contrary, Vector Choice may permanently delete all of Client's information in its possession sixty (60) days following the date of expiration or termination of this Agreement.

i. Vector Choice shall be held harmless for and indemnified by Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, Vector Choice's deletion of Client data beyond the time frames described in this Section.

(d) Vector Choice shall have no obligation to store or maintain any Client data in Vector Choice's possession or control for more than fifteen (15) days following the expiration or termination of an applicable Addendum, unless otherwise required by law.

5. Fees and Expenses; Payment Terms. Client will pay to Vector Choice fees set forth in each Addendum for the Services or Products provided under that Addendum. Any Services beyond the scope detailed within an Addendum(s), or within the scope of an Addendum but for which Services are required to be performed outside of regular business hours of 8:00 a.m. to 5:00 p.m. local time, Monday-Friday ("Business Hours"), or on [New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday following Thanksgiving Day, Christmas Eve, Christmas Day or New Year's Eve] ("Holiday"), or due to unauthorized modifications to System by Client ("Out-of-Scope Work"), shall be billed to Client and Client shall pay for such Out-of-Scope Work according to Vector Choice's then-current rate schedule, which can be found at https://vectorchoice.com/ratecard, which may be modified by Vector Choice with sixty (60) days notice to Client. Out-of-Scope Work shall not be provided to Client without written confirmation by either party within thirty (30) days of such request. All Vector Choice representations relating to time relating to Out-of-Scope Work are estimates of actual time and not a guarantee or agreement to perform for a fixed fee as time and cost involved may vary based upon the issues. However, if time and cost vary from the estimate provided, Vector Choice must obtain pre-approval from Client in writing. Client may halt Out-of-Scope Work at any time with written notice and payment of balance of work performed. Different hourly rates may apply based upon overtime, weekends or Holiday time, different levels of personnel experience, and/or sophistication of work. Unless otherwise provided in the Addendum, said fee will be payable within thirty (30) days of invoice to Client. Vector Choice shall add any sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Vector Choice's income, revenues, gross receipts, personnel or real or personal property or other assets.

6. Intellectual Property Rights; Ownership.

6.1 Vector Choice hereby irrevocably assigns a nonexclusive right throughout the world in and to the Deliverables.

6.2 Vector Choice and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to its Intellectual Property.

6.3 Except as explicitly set forth in this Section 6, no other license or transfer of any Intellectual Property right is conveyed or implied by this Agreement.

7. Confidential Information.

7.1 Defined. Confidential Information shall mean any and all non-public information provided to Vector Choice by Client, including but not limited to Client's customer data, personally identifiable information, employee information, customer lists, internal Client documents, and related information. Confidential Information shall not include information that: (i) has become part of the public domain through no act or omission of Vector Choice; (ii) was developed independently by Vector Choice; (iii) is or was lawfully and independently provided to Vector Choice prior to disclosure by Client, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.

7.2 Use. Vector Choice shall keep Client's Confidential Information confidential and shall not use or disclose such information to any third party for any purpose except as needed to perform the Services in accordance with this Agreement and its addendums. If Vector Choice is required to disclose the Confidential Information to any third party, then Vector Choice shall, by written agreement, keep the information confidential under terms that are at least as restrictive as those stated in this Section.

7.3 Due Care. Vector Choice shall exercise the same degree of care with respect to the Confidential Information it receives from Client as Vector Choice normally takes to safeguard its own confidential and proprietary information, which in all cases shall be at least a commercially reasonable level of care.

7.4 Compelled Disclosure. If Vector Choice is legally required by subpoena or similar process to disclose Confidential Information, Vector Choice shall notify Client in writing so that Client may seek a judicial remedy. Vector Choice will cooperate, at Client's expense, with Client efforts to obtain judicial relief. Failing Client securing judicial relief, Vector Choice may disclose, without liability hereunder, that portion of the Confidential Information that it is legally required to disclose.

7.5 Vector Choice Information. Client shall not disclose information provided to Client by Vector Choice relating to proposals, pricing or deliverables of Vector Choice to Client.

8. Limited Warranty.

8.1 Vector Choice warrants that its technicians are qualified to provide the Services and that Services and Deliverables will be in conformity in all material respects with all requirements or specifications stated in this Agreement and any applicable Addendum. In the event of Vector Choice's breach of the foregoing warranty, Vector Choice's sole and exclusive obligation and liability and Client's sole and exclusive remedy shall be as follows:

(a) Vector Choice shall use reasonable efforts to cure such breach; provided, that if Vector Choice cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client's written notice of such breach; Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 13.1.

(b) In the event the Agreement is terminated in accordance with this Section 8.1, Vector Choice shall within thirty (30) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for such Service or Deliverable less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis.

(c) The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Client or with respect to changes made by any Person other than Vector Choice or at Vector Choice's direction.

8.2 EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1 ABOVE; (A) VECTOR CHOICE HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND; (B) VECTOR CHOICE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CLIENT SHALL RELY UPON THE WARRANTY OF THE THIRD-PARTY MANUFACTURER OF PRODUCTS ONLY. CLIENT MAY PURSUE WARRANTY CLAIMS AGAINST THE MANUFACTURER ONLY, AS PRODUCTS ARE PROVIDED BY VECTOR CHOICE "AS IS", WITH ALL FAULTS AND SUBJECT TO ANY LICENSE AGREEMENT.

9. Indemnification.

9.1 Each party (an Indemnifying Party") hereby agrees to indemnify, defend and hold the other party (an "Indemnified Party") harmless from and against any and all loss, damage, cost, expense or liability, including reasonable attorney's fees, (collectively "Damages") that arise from, or are related to the negligent acts, negligent omissions or intentional wrongful misconduct of the Indemnifying Party and/or the Indemnifying Party's incurred, material breach of this MSA. Wrongful misconduct shall include infringement of copyrights, patent rights and/or unauthorized or unlicensed use of any material, property, or other work.

9.2 An Indemnitee seeking indemnification hereunder shall promptly notify the Indemnifying Party in writing of any Action and cooperate with the Indemnifying Party at the Indemnifying Party's sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee's failure to perform any obligations under this Section 10.2 shall not relieve the Indemnifying Party of its obligations under this Section 9.2 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense.

10. Limitation of Liability.

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2 IN NO EVENT SHALL VECTOR CHOICE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO VECTOR CHOICE PURSUANT TO THE APPLICABLE ADDENDUM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 In the event Vector Choice's insurance carrier accepts the defense and indemnification of a claim submitted by Client, the preceding provisions of Section 11 shall not apply and the limits of liability shall be the accepted limit of the insurer.

10.4 In the event that Vector Choice cause any damage to Client's personal property, Vector Choice shall replace the damaged personal property.

10.5 VECTOR CHOICE SHALL NOT BE LIABLE FOR DELAY IN PERFORMANCE OR NONPERFORMANCE OF ANY TERM OR CONDITION OF THIS MSA DIRECTLY OR INDIRECTLY RESULTING FROM LACK OF FULL AND FREE ACCESS TO SYSTEM OR PREMISES. THIS LIMITATION OF LIABILITY REPRESENTS A BARGAINED FOR EXCHANGE AND IS A MATERIAL COMPONENT TO THE CALCULATION OF FEES BY VECTOR CHOICE. NOTWITHSTANDING THE FOREGOING, VECTOR CHOICE SHALL NOT BE LIABLE FOR ANY DAMAGES WHICH WERE CAUSED OR WOULD HAVE BEEN PREVENTED BY PRODUCTS OR SOFTWARE OFFERED TO CLIENT BY VECTOR CHOICE FOR WHICH CLIENT DECLINED OR DELAYED IMPLEMENTATION, OR FOR THE INTENTIONAL CRIMINAL ACTS OF THIRD PARTIES.

10.6 IF VECTOR CHOICE'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS PREVENTED OR DELAYED BY ANY ACT OR OMISSION OF CLIENT OR CLIENT'S AFFILIATES, AGENTS, SUBCONTRACTORS, CONSULTANTS OR EMPLOYEES, VECTOR CHOICE SHALL NOT BE DEEMED IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE LIABLE FOR ANY COSTS, CHARGES OR LOSSES SUSTAINED OR INCURRED BY CLIENT, IN EACH CASE, TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY FROM SUCH PREVENTIONS OR DELAY.

11. Placement Fee.

11.1 Both parties agree that during the Term of this Agreement and for a period of twelve (12) months thereafter, either party will pay the Placement Fee for, individually or in conjunction with others, hiring or retaining, directly or indirectly any of the other Party's employees or subcontractors in order to compensate the other party for the internal and external costs of recruitment, interviewing, placement expenses, training, certification and other efforts relative to such person. "Placement Fee" means fifty percent (50%) of that employee or subcontractor's annualized compensation (including any bonuses) which shall be due and payable fifteen (15) days following the hiring of a Vector Choice Resource.

12. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted for any failure or delay in fulfilling or performing any (except for payment obligations of Client for Services actually rendered), to the extent such failure or delay is caused by, or results from, acts beyond the affected Party's reasonable control (a "Force Majeure Event"), including, without limitation: (a) nature disaster; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns; (g) compliance with any law or governmental order, rule, regulation or direction, embargo, export or import restriction, quota or other restriction or prohibition; (h) shortage of adequate power or telecommunications facilities; (i) epidemic; or (j) public health emergency. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance. The non-affected Party may terminate any affected Addendum if such failure or delay continues for a period of thirty (30) days or more, and if the non-affected Party is the Client, receive a refund of any amounts paid to Vector Choice in advance for the affected Services which are directly and materially impacted by the Force Majeure event causing impossibility of performance by Vector Choice.

13. Miscellaneous.

13.1 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below, or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.4.

If to Vector Choice:

Vector Choice Technologies, LLC

5280 34th St

Lubbock, TX 79407

Attn: William Nobles, CEO

If to Client: Client Primary Address on Addendum.

13.2 Entire Agreement. This Agreement, together with Addendums, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement, and any Addendum, the Addendum shall have precedence except as it relates to term, limitation of liability and warranties.

13.3 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, upon prior written notice to the Client, Vector Choice may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of Vector Choice through merger, reorganization, consolidation or acquisition. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

13.4 Recording of Conversations. For training and quality purposes, each party to this Agreement acknowledges and agrees to the tape recording of conversations between the parties.

13.5 Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

13.6 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If no such modification is possible, this Agreement shall terminate, and Client shall pay any sums outstanding for Services actually rendered within thirty (30) days, and Vector Choice shall refund any sums paid in advance for Services not rendered within thirty (30) days.

13.7 Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the City of Lubbock, TX, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

13.8 Disputes. In the event that a dispute arises between the Parties in connection with, out of, or under this Agreement, the Parties agree to attempt initially to settle such dispute between themselves by conducting good faith negotiation and consultation. If the Parties are unable to settle the matter between themselves and at least thirty (30) days have elapsed since initial notification of the dispute pursuant to Section 13.1, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation pursuant to the Commercial Mediation Procedures of the American Arbitration Association (the "AAA"), and including, if necessary, a final and binding arbitration in accordance with the Expedited Procedures of the Commercial Arbitration rules of the AAA. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Client and Vector Choice, and the third shall be appointed by the American Arbitration Association. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control, and the arbitrators shall be bound by the expressed terms of this Agreement. The Parties agree that each party shall bear their own costs in connection to any of the remedial activities set forth in this section.

13.9 Waiver of Jury Trial. Each Party acknowledges that any controversy that may arise under this Agreement, INCLUDING ADDENDA, is likely to involve complicated issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.

13.10 Equitable Relief. Each Party acknowledges that a breach by a Party of Intellectual Property Rights or Confidential Information may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

13.11 Attorneys' Fees. In the event that any action, suit, or other legal proceeding by either Party against the other Party arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.

13.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Changes Made 8.5.2024

1. Added under 'Recitals', letter C.: "This MSA supersedes all previous MSAs entered into between the Parties; all existing and in-effect SOW's and Quotes shall be deemed incorporated by reference and governed by this MSA as of the Effective Date first written above."

2. Added under 1. Definitions: "Material Breach" means a breach of this agreement, pursuant to Section 4(c), and such breach of this agreement substantially and fundamentally affects the contract's value or purpose and/or goes against the core principles agreed upon between the Parties.

3. Revised under 4. Term, Termination and Survival:

. 4.3: Notwithstanding anything to the contrary in Section 3.2 4.2, if the termination is by Client and not for Cause or is by Vector Choice and resulting from a breach Material Breach by Client, Client shall pay:

. Added under 4.3(b); 'undisputed': any unpaid undisputed monthly fees due through the termination date of the Addendum;

. Revised under 4.4; In addition to the provisions included in this Section 4.4, Vector Choice may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder. Payment is due within fifteen (15) thirty (30) days from the date receipt by Client of any invoice (Net 15). Client is granted a five (5) day grace period before a late fee applies, and if payment is not received within twenty (20) thirty-five (35) days of the date receipt of any invoice, a late fee shall apply. Furthermore, if Client's nonpayment continues for thirty (30) forty-five days from the date receipt of an invoice,

. Revised under 4.5: The rights and obligations of the Parties set forth in Section 4.6 and in Sections 7, 8, 9, 10, 11, 12, and 13 and 15,

4. Revised under 5: Fees and Expenses; Payment Terms. […]' shall be billed to Client and Client shall pay for such Out-of-Scope Work according to Vector Choice's then-current rate schedule, which can be found at https://vectorchoice.com/ratecard, which may be modified by Vector Choice with sixty (60) day notice to Client. Out-of-Scope Work shall not be provided to Client without written confirmation by either party within thirty (30) days of such request. and an invoice may serve as such confirmation. All Vector Choice representations relating to time relating to Out-of-Scope Work are estimates of actual time and not a guarantee or agreement to perform for a fixed fee as time and cost involved may vary based upon the issues. However, if time and cost vary from the estimate provided, Vector Choice must obtain pre-approval from Client in writing. Client may halt Out-of-Scope Work at any time with written notice and payment of balance of work performed.

5. Revised under 7. Confidential Information:

. 7.2 Use: Vector Choice shall keep Client's Confidential Information confidential and shall not use or disclose such information to any third party for any purpose except as needed to perform hereunder the Services in accordance with this Agreement and it's addendums.

. 7.4 Compelled Disclosure: If Vector Choice is legally compelled required by subpoena or similar process to disclose Confidential Information, Vector Choice shall notify Client in writing so that Client may seek a judicial remedy. Vector Choice will cooperate, at Client's expense, with Client efforts to obtain judicial relief. Failing Client securing judicial relief, Vector Choice may disclose, without liability hereunder, that portion of the Confidential Information that it is legally compelled required to disclose.

6. Revised under 8. Limited Warranty:

. 8.1: Vector Choice warrants only that its technicians are qualified to provide the Services and that Services and Deliverables will be in conformity in all material respects with all requirements or specifications stated in this Agreement and any applicable Addendum. In the event of Vector Choice's breach of the foregoing warranty, Vector Choice's sole and exclusive obligation and liability and Client's sole and exclusive remedy shall be as follows:

7. Revised under 9. Indemnification:

. 9.2: […]' The Indemnitee's failure to perform any obligations under this Section 10.2 shall not relieve the Indemnifying Party of its obligations under this Section 10.2 9.2except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.

8. Revised under 11. Placement Fee:

. 11.1: Client agrees Both parties agree that during the Term of this Agreement and for a period of twelve (12) months thereafter, Client either party will pay Vector Choice the Placement Fee for, individually or in conjunction with others, hiring or retaining, directly or indirectly any of Vector Choice's the other Party's employees or subcontractors ("Vector Choice Resources") in order to compensate Vector Choice the other party for the internal and external costs of recruitment, interviewing, placement expenses, training, certification and other efforts of Vector Choice relative to such person. "Placement Fee" means fifty percent (50%) of that employee or subcontractor's annualized compensation with Vector Choice (including any bonuses) which shall be due and payable fifteen (15) days following the Client's hiring of a Vector Choice Resource such employee.

9. Revised under 12. Force Majeure: […]' The non-affected Party may terminate any affected Addendum if such failure or delay continues for a period of thirty (30) days or more, and if the non-affected Party is the Client, receive a refund of any amounts paid to Vector Choice in advance for the affected Services which are directly and materially impacted by the Force Majeure event causing impossibility of performance by Vector Choice.

10. Revised under 13. Miscellaneous:

. 13.3 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, upon prior written notice to the Client, Vector Choice may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of Vector Choice through merger, reorganization, consolidation or acquisition.

. 13.8 Disputes: In the event that a dispute arises between the Parties in connection with, out of, or under this Agreement, the Parties agree to attempt initially to settle such dispute between themselves by conducting good faith negotiation and consultation. If the Parties are unable to settle the matter between themselves and at least thirty (30) days have elapsed since initial notification of the dispute pursuant to Section 13.1, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation pursuant to the Commercial Mediation Procedures of the American Arbitration Association (the "AAA"), and including, if necessary, a final and binding arbitration in accordance with the Expedited Procedures of the Commercial Arbitration rules of the AAA. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Client and Vector Choice, and the third shall be appointed by the American Arbitration Association. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control, and the arbitrators shall be bound by the expressed terms of this Agreement. The Parties agree that each party shall bear their own costs in connection to any of the remedial activities set forth in this section.