MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Master Agreement”) is made by and between Custom Technologies, Inc., a Georgia corporation (“Service Provider”) and the business customer requesting services (“Customer”) that has agreed to be bound by this Master Agreement by clicking an icon or a box, or by providing a signature, on Service Provider’s website, to evidence such agreement to be bound (“Online Acceptance”), effective as of the date that Customer makes the Online Acceptance (the “Effective Date”). Service Provider and Customer are collectively referred to herein as the “Parties” and individually as a “Party”. The individual making the Online Acceptance on behalf of Customer represents and warrants to Service Provider that such individual is authorized to enter into this Master Agreement on behalf of Customer and to fully bind Customer to this Master Agreement. This Master Agreement is available for viewing and printing by Customer both before and after Online Acceptance, and upon request, Service Provider will email a copy of this Master Agreement to Customer.

WITNESSETH

WHEREAS, Service Provider is in the business of providing, installing, maintaining, and monitoring information technology and network equipment and providing related services;

WHEREAS, the Parties contemplate that Service Provider may provide Services to Customer from time to time; and

WHEREAS, this Master Agreement sets forth the terms and conditions pursuant to which Service Provider will provide such services to Customer.

NOW, THEREFORE, in consideration of the mutual terms and conditions set forth herein, the Parties agree as follows:

SECTION 1. SERVICES

1.1. From time to time during the term of this Master Agreement, Customer may retain Service Provider to provide certain information technology services to Customer as Customer and Service Provider may from time to time agree (“Services”). The purpose of this Master Agreement is to establish the terms and conditions that will be applicable to all Services provided to Customer by Service Provider. As used herein, the term “System” shall mean the computer, server, and other electronic systems upon which Service Provider performs the Services.

SECTION 2. STATEMENTS OF WORK & QUOTES

2.1. The Parties agree that each distinct set of Services (each such set of Services individually referred to herein as a “Project”) will be described in a separate project overview delivered to Customer by Service Provider (each a “Statement of Work”) and in an applicable quotation offered by Service Provider and accepted by Customer (the “Quote”).

2.2. Each Statement of Work and/or Quote shall include:

Detailed descriptions of the Services to be performed by Service Provider in the Project; and

The amount and timing of compensation to be paid to Service Provider for the Services performed in the Project.

2.3. Each Statement of Work and Quote, executed by the Parties, are hereby fully incorporated into this Master Agreement by this reference. This Master Agreement, and each Statement of Work, and each Quote, shall be read and interpreted as one integrated agreement between the Parties. In the event of any conflict between the language of this Master Agreement, a Statement of Work, and/or a Quote, the Statement of Work shall govern and control over this Master Agreement and the Quote, and the Quote shall govern and control over this Agreement.

2.4. Services performed by Service Provider on behalf of Customer that are not included in any Statements of Work or Quote will be charged at Service Provider’s then prevailing hourly rates.

SECTION 3. TERM AND TERMINATION

3.1. The term of this Master Agreement shall commence on the Effective Date and continue for one (1) year (the “Term”) unless sooner terminated pursuant to the terms of this Section 3 or another applicable provision of this Master Agreement (an “MA Early Termination”). At the end of each Term, unless there is a MA Early Termination, this Master Agreement will automatically renew and extend the Term of this Master Agreement by an additional year.

3.2. Either Party may terminate this Master Agreement upon ninety (90) days prior written notice to the other Party.

3.3. Unless otherwise agreed in a Statement of Work, termination of this Master Agreement will terminate all outstanding Statements of Work and Quotes. Upon the termination of this Master Agreement, Service Provider will not have any further obligations or liability hereunder or under any Statement of Work or Quote.

SECTION 4. OBLIGATIONS OF SERVICE PROVIDER

4.1. Service Provider agrees to complete each Project in accordance with the terms and conditions set forth in this Master Agreement and the applicable Statement of Work and/or Quote. Service Provider shall perform each Project in an efficient and professional manner.

4.2. Service Provider will be fully responsible for paying all its personnel for services rendered to Customer, and will be further responsible for any and all benefits for such personnel. Service Provider will report and pay all required tax, social security, and other deductions and withholdings for its personnel; and will make all necessary unemployment tax payments for its personnel.

4.3. Service Provider may suspend performance hereunder and under any and all Statements of Work and/or Quote in the event that Customer fails to pay Service Provider any amount due to Service Provider pursuant to this Master Agreement or any Statement of Work or any Quote within 30 days of the due date of such invoice. Service Provider shall have no liability whatsoever for any damage, cost, expense, or claim resulting from such suspension of performance, and Customer agrees to indemnify, defend, and hold Service Provider harmless from and against same.

SECTION 5. OBLIGATIONS OF CUSTOMER

5.1. Payment. As full consideration for each Project and for all Services provided by Service Provider and its personnel, Customer shall pay to Service Provider the fees set forth in the applicable Statement of Work and/or Quote. Unless otherwise specifically provided in the applicable Statement of Work and/or Quote, Customer shall pay such fees to Service Provider within fifteen (15) days of the invoice date. Service Provider may change the fees set forth in the applicable Statement of Work and/or Quote upon notice to Customer. Any payments not received by the due date will be subject to a $25.00 fee, and all overdue balances will accrue interest at the rate of 1.5% per month, compounded monthly.

5.2. Cooperation. Customer shall cooperate with Service Provider with regard to the performance of Service Provider’s obligations hereunder, including (without limitation):

(a) Providing to Service Provider such information, data, access to premises, remote access to Customer’s System, management decisions, approvals, and acceptances as may be reasonable to permit Service Provider to provide the Services;

(b) Maintaining such internet and telecommunications connections as are sufficient to meet Service Provider’s demand upon such connections while providing the Services, without negatively impacting Customer’s use of such connections; and

(c) Acquiring for Service Provider throughout the Term, at Customer’s expense, all rights and privileges (including, at a minimum, applicable application program and software licenses, maintenance and support privileges (including telephone support privileges) from the applicable licensor(s) or vendor(s)) necessary for Service Provider to use, on behalf of Customer, the application programs or any other software which is reasonably necessary to provide the Services and to install such application programs or such other software on the System, workstations, or servers, as appropriate.

5.3. Data Accuracy & Backups. Customer shall be solely responsible for the quality and accuracy of all data provided to Service Provider. Unless specifically otherwise stated in a Statement of Work, Customer is solely responsible for securing data stored on the System and making any and all backups of such data.

5.4. Use of System & User Access. Customer shall comply with all reasonable operating instructions for the System that are issued by Service Provider from time to time. Unless otherwise specifically stated in a Statement of Work, Customer shall be solely responsible for maintaining the security of the System, including, but not limited to, controlling, supervising, and managing access to the System by or through Customer’s employees, agents, subcontractors and contractors, and safeguarding against unauthorized access to the System by third parties.

5.5. On-Site Access. In the event that Service Provider needs on-site access to the System to provide the Services, Customer shall provide Service Provider with such office space, telephone access, internet access, and other services reasonably requested by Service Provider for the purpose of performing the Services.

5.6. Changes to System. Customer shall notify Service Provider prior to making any change or performing any maintenance to the System or any other computer, server, or device that will impact the System.

5.7. Maintenance of System & Following Directions & Customer Failures. Customer shall maintain the System and all related software in good working order in accordance with manufacturer’s specifications and only use the System and all related software for its intended business purpose. Customer shall cause all manufacturer warranties and service contracts to remain in full force and effect for all parts of the System and all related software. Customer agrees to meet the System requirements set forth in the applicable Statement(s) of Work at all times. Customer agrees to follow and implement all of Service Provider’s instructions, including, without limitation, purchasing the hardware, software, and services recommended by Service Provider to protect the System, all related software, and the Customer data and information. Customer further agrees to use firewalls, industry standard virus and ransomware protection, industry standard encryption, and all other security protections needed to protect the System, all related software, and all Customer data and information. Customer agrees that Customer is solely responsible for the occurrence of any viruses or ransomware and the resulting loss and damage to Customer data and information. Customer further agrees to only allow authorized users to use and access the System and all related software. Customer agrees and understands that Customer’s failure to fully comply with Customer’s obligations in this Section 5.7 may result in the Services not being effective and resulting in Customer’s information and data being lost, stolen, or altered (each a “Customer Failure”). CUSTOMER AGREES THAT SERVICE PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR CUSTOMER FAILURES AND/OR FOR THE LOSS, THEFT, OR ALTERATION OF ANY CUSTOMER DATA OR INFORMATION RESULTING FROM A CUSTOMER FAILURE.

SECTION 6. CONFIDENTIAL AND PROPRIETARY INFORMATION

6.1. Definitions. For purposes of this Section 6 and this Master Agreement, the following definitions shall apply:

(a) “Confidential Information” means information, other than Trade Secrets (as defined below), that is of value to Information Owner and is treated by Information Owner as confidential, including, but not limited to: (i) all data on the System; (ii) any engineering, technical, product specifications, or designs of any current or future product or project of Information Owner; (iii) any computer software (whether in source or object code) and all flow charts, algorithms, coding sheets, design concepts, test data, or documentation related thereto, whether or not copyrighted, patented, or patentable; (iv) information concerning Information Owner’s pricing strategies, licensing strategies, and advertising campaigns; (v) information regarding Information Owner’s executives, employees, personnel assignments, customers, and suppliers; (vi) Information Owner’s financial information; (vii) Information Owner’s training, policy, and procedure manuals; (viii) the terms and conditions of this Master Agreement; and (ix) any data or information defined herein as a Trade Secret, but which is determined by a court of competent jurisdiction not to rise to be a trade secret under applicable law.

(b) “Trade Secrets” means information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(d) “Information Owner” means the Party disclosing Confidential Information to the Information Recipient.

(e) “Information Recipient” means the Party receiving Confidential Information from the Information Owner.

(f) Notwithstanding anything to the contrary, Proprietary Information shall not include any information provided by Information Owner to Information Recipient which:

(i) is known by Information Recipient or available to Information Recipient prior or subsequent to the time of disclosure to Information Recipient by Information Owner and was not obtained, directly or indirectly, from Information Owner or from a source that is bound by a duty of confidentiality with respect to such information;

(ii) at the time of disclosure was or subsequently becomes generally available to the public through no wrongful or unauthorized act of Information Recipient or the Information Recipient’s Representatives;

(iii) is discovered or developed independently by Information Recipient;

(iv) is furnished to any third party by Information Owner without imposing restrictions similar to the restrictions imposed on Information Recipient; or

(v) is approved in writing for release by Information Owner.

6.2. Mutual Duty to Maintain Confidentiality. The Parties acknowledge that in the course of each Project, Information Recipient may have access to Confidential Information and Trade Secrets relating to Information Owner’s business. Information Recipient recognizes and acknowledges the interest of Information Owner in maintaining the confidential nature of its Proprietary Information and agrees that Information Recipient and its employees, contractors, representatives, personnel, and agents (collectively, “Information Recipient’s Representatives”) will not disclose or use, except as required in the course of and in connection with each Project, any Proprietary Information of Information Owner. Information Recipient shall take commercially reasonable measures to protect the Proprietary Information from unauthorized access by third parties, such as, for example, password protecting access to computer systems where the Proprietary Information is stored.

6.3. Disclosure to Employees and Agents. Without limiting the foregoing, Information Recipient shall only disclose the Proprietary Information to those of the Information Recipient’s Representatives who (i) need to know the Proprietary Information for the purpose of completing each Project, (ii) are informed of the confidential nature of the Proprietary Information, and (iii) agree to keep the Proprietary Information confidential in accordance with the terms of this Master Agreement. Information Owner specifically reserves the right to require any and all of the Information Recipient’s Representatives having access to the Proprietary Information to execute a separate agreement with respect to the use, security and protection of the Proprietary Information. Information Recipient shall be responsible for any disclosure or use of the Proprietary Information by any of the Information Recipient’s Representatives.

6.4. Ownership of Information. All Proprietary Information shall be and remain the sole property of Information Owner and shall not be used by Information Recipient, except as may be required in the course of each Project, without the prior written consent of Information Owner. Upon completion of each Project, Information Recipient shall deliver all Proprietary Information promptly to Information Owner.

6.5. Survival of Obligations. Information Recipient’s obligations as set forth in this Section 6 shall remain in effect with respect to Trade Secrets, for so long as Information Owner is entitled to protection of rights in such Trade Secrets under applicable law, and with respect to Confidential Information for the duration of the term of this Master Agreement and for a period of three (3) years after the termination of this Master Agreement.

SECTION 7. COVENANT NOT TO HIRE EMPLOYEES

7.1. Covenant. Customer acknowledges the value that Service Provider’s employees provide to Service Provider, and understands that Service Provider’s loss of an employee to Customer would cause serious harm to Service Provider. Accordingly, Customer covenants and agrees that Customer shall not solicit, hire, or engage any person who is or was an employee or independent contractor of Service Provider during the term of this Master Agreement until the sooner of: (i) two (2) years following the Termination of this Master Agreement; or (ii) two (2) years after such employee or independent contractor ceases to be employed or engaged by the Service Provider.

7.2. Damages for Breach. Customer understands the importance of Section 7.1 to Service Provider and agrees that this Section 7 is a material provision of this Master Agreement. As such, notwithstanding anything to the contrary contained in this Master Agreement or any Statement of Work or any Quote, in the event of a breach of this Section 7 by Customer, Customer will be liable to Service Provider for all actual, incidental, and consequential damages, resulting from Customer’s breach, including, but not limited to, lost profits and costs associated with finding, hiring, and training a suitable replacement employee or independent contractor reasonably acceptable to Service Provider. In addition, Customer shall be liable to Service Provider for the actual and reasonable attorney’s fees and court costs incurred by Service Provider in enforcing the provisions of this Section 7, including costs of collecting any judgment.

7.3. Injunctive Relief. Customer recognizes the importance of the covenant not to hire employees contained in this Section 7 and Customer acknowledges that Customer’s breach of this Section 7 will cause immediate and irreparable harm to the Service Provider for which monetary damages may be insufficient to compensate the Service Provider. As a result, Customer agrees that injunctive relief is a proper remedy, in addition to all other remedies available to the Service Provider at law or in equity, in the event of Customer’s threatened or actual breach of any such provisions. In the event of such threatened or actual breach, Customer hereby consents to the entry of a temporary restraining order or injunction to prevent the same.

SECTION 8. LIMITATION OF LIABILITY

8.1. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER AGREEMENT OR A STATEMENT OF WORK, SERVICE PROVIDER MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF THE SYSTEM OR ANY SERVICES OR GOODS PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.2. LIMITATION OF LIABILITY. SERVICE PROVIDER’S TOTAL LIABILITY FOR ANY ACT OR OMISSION, EXCEPT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OF SERVICE PROVIDER OR SERVICE PROVIDER’S EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO SERVICE PROVIDER BY CUSTOMER UNDER THIS MASTER AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. THIS LIMITATION OF LIABILITY APPLIES TO ALL CLAIMS, WHETHER SOUNDING IN TORT OR CONTRACT.

8.3. NO LIABILITY FOR CUSTOMER’S ACTS. SERVICE PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS ARISING AS A RESULT OF THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF CUSTOMER OR CLAIMS ARISING AS A RESULT OF THE FAILURE OF CUSTOMER TO COMPLY WITH THE REASONABLE INSTRUCTIONS OF SERVICE PROVIDER REGARDING THE SYSTEM OR SERVICE PROVIDER’S PROVIDING SERVICES.

8.4. NO LIABILITY FOR THIRD-PARTY PRODUCTS/SERVICES. SERVICE PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIRD-PARTY PRODUCTS AND/OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY PRODUCTS AND/OR SERVICES THAT ARE (I) PURCHASED BY SERVICE PROVIDER TO PERFORM THE SERVICES; (II) PURCHASED BY SERVICE PROVIDER ON BEHALF OF CUSTOMER; AND/OR (III) RECOMMENDED BY SERVIVE PROVIDER TO CUSTOMER.

8.5. LIMITATION OF REMEDIES. NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY PERSON ARISING OUT OF THE BREACH OF THIS MASTER AGREEMENT BY SUCH PARTY. THIS LIMIATION OF REMEDIES SHALL NOT APPLY TO CUSTOMER’S BREACH OF SECTIONS 5, 6, 7, 8, OR 9 OF THIS MASTER AGREEMENT.

SECTION 9. INDEMNIFICATION

9.1. Duty to Indemnify. Customer agrees to defend, indemnify and hold harmless Service Provider, and its affiliates, shareholders, officers, directors, agents, and employees, from and against any loss, damage, liability, claim, demand, suit and expense (including reasonable attorneys’ fees) (collectively “Loss”), which may be incurred by Service Provider as the result of any claim, demand, suit or proceeding (“Claim”) made or brought against Service Provider based upon or arising out of or in connection with the Services, a Project, any Statement of Work, any Quote, a breach by Customer of this Master Agreement or any Statement of Work or any Quote, Customer’s failure to comply with the reasonable instructions of Service Provider in relation to the provision of Services, or Customer’s failure to execute its obligations hereunder, except that Customer shall have no duty to indemnify Service Provider if the Claim arises as a direct and proximate result of gross negligence or willful and misconduct by Service Provider.

9.2. Notice of Claim. The Customer’s obligations are conditioned upon Service Provider: (i) giving Customer prompt written notice of any Claim for which Service Provider is seeking indemnity; (ii) granting complete control of the defense and settlement to Customer, provided that Customer will not acquiesce to any judgment or settlement which may have a material adverse effect upon Service Provider without Service Provider’s consent; and (iii) reasonably cooperating with Customer, at Customer’s expense, in defense and settlement of such Claim. Customer shall provide Service Provider the option to engage separate counsel, at Service Provider’s expense, to participate in any Claim giving rise to indemnification hereunder.

SECTION 10. MISCELLANEOUS PROVISIONS

10.1. Equipment; Ownership. Service Provider may provide Customer with certain electronic equipment and other materials (collectively “Equipment”) pursuant to a Statement of Work and/or a Quote. Customer acknowledges, agrees, and understands that any and all Equipment provided to Customer under this Master Agreement or any applicable Statement of Work and/or Quote shall be and remain the personal property of Service Provider, and Service Provider shall have all right, title, and interest in the same, unless otherwise provided in a Statement of Work, Quote, or other separate written agreement between Customer and Service Provider. At the termination hereof, Customer shall cause all Equipment owned by Service Provider to be returned to Service Provider in good and working condition, normal wear and tear excepted.

10.2. Independent Contractor. Service Provider shall at all times act in Service Provider’s own capacity as an independent contractor. Nothing in the Master Agreement shall be construed to make Service Provider or any of Service Provider’s representatives an employee, agent, joint employer, joint venturer or partner of Customer. Service Provider is not authorized and has no power to represent or bind Customer in any manner whatsoever. Service Provider understands and agrees that Customer shall not (a) pay any salary or other compensation to Service Provider’s representatives, (b) withhold on behalf of Service Provider or Service Provider’s representatives any sums for income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body related to Service Provider or Service Provider’s representatives, (c) pay any amounts for unemployment compensation insurance covering Service Provider or Service Provider’s representatives, or (d) maintain workers’ compensation insurance for Service Provider or Service Provider’s representatives. All such payments and withholdings shall be the sole responsibility of Service Provider or Service Provider’s representatives.

10.3. Federal, State, and Local Laws. The Parties are required to comply with all federal, state, and local laws governing each Party’s obligations with respect to employees and independent contractors.

10.4. Assignment and Delegation. This Master Agreement shall inure to the benefit of and be binding upon Service Provider and Customer and their respective successors, executors, administrators, heirs and/or permitted assigns. Neither Party may assign this Master Agreement or any interest therein without the prior written consent of the other Party.

10.5. Governing Law & Venue. This Master Agreement is made in Georgia and shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia, without regard to principles of conflicts of laws thereof. The Parties hereby irrevocably and unconditionally consent to submit to the jurisdiction of the courts of the State of Georgia and Courts of the United States of America having jurisdiction in the State of Georgia for any actions, suits or proceedings arising out of or relating to this Master Agreement. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Master Agreement in the courts of the State of Georgia or of the United States of America having jurisdiction in the State of Georgia, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

10.6. Notices. All notices which are required or which may be given under this Master Agreement shall be in writing and shall be deemed given (a) at the time that such notice is actually received, or (b) three (3) days after mailing by certified mail, return receipt requested, or one (1) day after the date sent in the case of delivery by overnight express service, addressed as follows:

If to Service Provider:

Custom Technologies, Inc.

3950 Cobb Parkway

Ste 303

Acworth, GA 30101

If to Customer:

To Customer’s billing address.

A Party may change the address to which its future notices shall be sent by notice given as above, to be effective only upon actual receipt.

10.7. Waiver. The waiver by either Party of any breach of any provision of this Master Agreement shall not operate or be construed as a waiver of any subsequent breach of any provision of this Master Agreement.

10.8. Entire Agreement. This Master Agreement, each Statement of Work, each Quote, and any agreements or documents referenced herein or therein, together constitute the sole and entire agreement between Service Provider and Customer with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral statements, promises, understandings or agreements with respect thereto. The Parties agree and acknowledge that (a) this Master Agreement has not been entered into under time pressure, and that both parties have had an adequate opportunity to review this Master Agreement with counsel, (b) there are no oral conditions or promises that supplement or modify the Master Agreement, and (c) this Section 10.8 does not constitute “boilerplate”, but rather is a critical substantive provision of this Master Agreement.

10.9. Force Majeure. Each Party shall be excused from any delay or failure in performance under this Master Agreement and all Statements of Work and/or Quote for any period if and to the extent that such delay or failure is caused by factors beyond the reasonable control of that party, including, without limitation, acts of God, riots, acts of war, terrorism, epidemics, governmental regulations imposed after the fact, fire, communications line failures, power failures, earthquakes, severe weather, floods, or other natural disasters. Delays or failures that are excused as provided in this Section 10.9 shall result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such delay or failure. However, neither party’s financial conditions nor inability to pay or perform shall be a basis for excusing performance of any of that party’s obligations pursuant to this Master Agreement.

10.10. Severability. The provisions of this Master Agreement are severable and if any one or more provisions are determined to be illegal or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will remain binding and enforceable. Should any provision or part of any provision be held invalid by a court of law, such provision or part thereof will be deemed revised and amended in such minimal manner as will, under more limited terms, be valid and legally effective and consistent with the original tenor of this Master Agreement.

10.11. Construction. In this Master Agreement and all Statements of Work and all Quotes, where applicable, words used in the singular form shall be construed as though they also are used in the plural form, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa.

10.12. Headings. Headings used in this Master Agreement are for convenience only and shall not be considered in construing or interpreting this Master Agreement.

10.13 Amendment. This Master Agreement, each Statement of Work, and/or each Quote may be amended from time to time (each an “Amendment”) by Service Provider by notice to Customer (each an “Amendment Notice”) and the applicable Amendment shall be binding upon Customer within thirty (30) days of the delivery of the Amendment Notice (the “Notice Period”) unless Customer notifies Service Provider in writing of Customer’s non-acceptance of such Amendment within the Notice Period (“Rejection”). Upon a Rejection, Service Provider shall have the right to terminate this Master Agreement, each Statement of Work, and/or each Quote immediately upon notice to Customer.

10.14. Click-Through Agreement. This Master Agreement may be executed by an individual affiliated with Customer by such individual clicking an icon or a box, or by providing an electronic signature, on the Service Provider’s webpage, with the effect being that this Master Agreement shall be binding on both the Service Provider and Customer with the same force and effect as an agreement signed in wet ink by the Parties.

__________________________________________________________________________________________________________________

STATEMENT OF WORK

Managed Services

This Statement of Work (this “Statement of Work”) is made by and between Custom Technologies, Inc., a Georgia corporation (“Service Provider”) and the business customer requesting services (“Customer”) that has agreed to be bound by this Statement of Work by clicking an icon or a box, or by providing a signature, on Service Provider’s website, to evidence such agreement to be bound (“Online Acceptance”), effective as of the date that Customer makes the Online Acceptance (the “Effective Date”). The individual making the Online Acceptance on behalf of Customer represents and warrants to Service Provider that such individual is authorized to enter into this Statement of Work on behalf of Customer and to fully bind Customer to this Statement of Work. This Statement of Work is available for viewing and printing by Customer both before and after Online Acceptance, and upon request, Service Provider will email a copy of this Statement of Work to Customer. This Statement of Work is made in conjunction with the Master Services Agreement between the Parties (the “Master Agreement”) and the applicable quotation offered by Service Provider and accepted by Customer (the “Quote”). Defined terms used in this Statement of Work, but not expressly defined in this Statement of Work, shall have the meaning ascribed to them in the Master Agreement.

Support and Monitoring Services. Service Provider shall use commercially reasonable efforts to provide the remote monitoring and support services identified in the applicable Quote (the “Included Services”) for the equipment identified in the applicable Quote (the “Covered Equipment”).

Additional Services. In addition to the Included Services, Service Provider may provide other information technology services to Customer that are not considered Included Services (collectively “Additional Services”), such as, by way of example and not limitation, on-site support and remote support outside of normal business hours.

Fees. Customer agrees to pay Service Provider the amounts set forth in the applicable Quote for the Included Services. Customer agrees to pay Service Provider on an hourly basis for the time expended by each of Service Provider’s personnel for all Additional Services in accordance with the rates set forth on Appendix A, which may be changed by Service Provider from time to time upon notice to Customer.

Payment. Service Provider will prepare an invoice for Customer each month showing all fees and costs incurred by Customer during the prior month. Customer will pay each invoice within 15 days of the invoice date. Any payments not received by the due date will be considered overdue and will be subject to a $25.00 late fee. All overdue balances will bear interest at the rate of 1.5% per month, compounded monthly.

Support and Escalation. Service Provider will respond to Customer’s requests for support (each a “Trouble Ticket”) during normal business hours in accordance with the response times on Appendix B. Service Provider will respond to a Trouble Ticket made outside of normal business hours as soon as practical, considering the severity of the Trouble Ticket. Service Provider will escalate each Trouble Ticket through three support tiers in accordance with the escalation procedures on Appendix C.

System Requirements. As a condition to Service Provider performing the Included Services, and as an obligation of Customer to Service Provider under this Statement of Work, Customer shall ensure that Customer’s network environment at all times meets the following minimum conditions (collectively, the “System Requirements”):

All Servers with Microsoft Windows Operating Systems must be running a currently supported version of Microsoft Windows, and have all of the latest Microsoft Service Packs and Critical Updates installed.

All Desktop Personal Computers and Notebooks/Laptops with Microsoft Windows Operating Systems must be running a currently supported version of Microsoft Windows, and have all of the latest Microsoft Service Packs and Critical Updates installed.

All Server and Desktop Software must be genuine, licensed and Vendor-supported.

The environment must have a currently licensed, up-to-date and Vendor-supported Server-based Antivirus solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.

The environment must have a currently licensed, Vendor-supported Server-based backup solution that can be monitored, and send notifications on job failures and successes.

The environment must have a currently licensed, Vendor-supported hardware firewall between the Internal Network and the Internet.

All wireless data traffic in the environment must be securely encrypted.

There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.

If the System Requirements are not met, then Service Provider may, but shall not be obligated to, do any of the following: (i) provide a Quote to Customer with the additional fees needed to meet the System Requirements, and upon Customer’s acceptance of such Quote, invoice Customer for such additional fees which fees shall be paid by Customer to Service Provider in accordance with the payment terms set forth in this Statement of Work; (ii) continue to provide the Services without liability as set forth in Section 7; or (iii) terminate this Statement of Work without any liability.

Maintenance of System & Following Directions & Preventable Failures. Customer shall maintain the System and all related software in good working order in accordance with manufacturer’s specifications and only use the System and all related software for its intended business purpose. Customer shall cause all manufacturer warranties and service contracts to remain in full force and effect for all parts of the System and all related software. Customer agrees to meet the System Requirements at all times. Customer agrees to follow and implement all of Service Provider’s instructions, including, without limitation, purchasing the hardware, software, and services recommended by Service Provider to protect the System, all related software, and the Customer data and information. Customer further agrees to use firewalls, industry standard virus and ransomware protection, industry standard encryption, and all other security protections needed to protect the System, all related software, and all Customer data and information. Customer agrees that Customer is solely responsible for the occurrence of any viruses or ransomware and the resulting loss and damage to Customer data and information. Customer further agrees to only allow authorized users to use and access the System and all related software. Customer agrees and understands that Customer’s failure to fully comply with Customer’s obligations in this Section 7 may result in the Services provided under this Statement of Work not being effective and resulting in Customer’s information and data being lost, stolen, or altered (each a “Preventable Failure”). CUSTOMER AGREES THAT SERVICE PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR PREVENTABLE FAILURES AND/OR FOR THE LOSS, THEFT, OR ALTERATION OF ANY CUSTOMER DATA OR INFORMATION RESULTING FROM A PREVENTABLE FAILURE.

Costs. Customer shall be responsible for all third-party costs, including, but not limited to, (i) new or replacement equipment or software; (ii) software licensing, renewal, or upgrade; (iii) third party vendor or manufacturer support fees; (iv) manufacturer or vendor warranty fees; and (v) parts, equipment, and shipping charges of any kind.

Holidays. For purposes of this Statement of Work, “holidays” shall mean all Federal Holidays.

Term. The term of this Statement of Work shall commence on (the “Effective Date”) and continue for one (1) year (the “Term”) unless sooner terminated due to a termination of the Master Agreement and/or pursuant to Section 11 or another applicable provision of this Statement of Work (each a “SOW Early Termination”). At the end of each Term, unless there is a SOW Early Termination, this Statement of Work will automatically renew and extend the Term of this Statement of Work by an additional year.

Termination. Either party may terminate this Statement of Work upon 90 days written notice to the other party. Upon the termination of this Statement of Work, Service Provider will not have any further obligations or liability under this Statement of Work.

Click-Through Agreement. This Statement of Work and/or any applicable Quote may be executed by an individual affiliated with Customer by such individual clicking an icon or a box, or by providing an electronic signature, on the Service Provider’s webpage, with the effect being that this Statement of Work and/or any applicable Quote shall be binding on both the Service Provider and Customer with the same force and effect as an agreement signed in wet ink by the Parties.

Amendment. This Statement of Work and/or any applicable Quote may be amended from time to time (each an “SOW Amendment”) by Service Provider by notice to Customer (each an “SOW Amendment Notice”) and the applicable SOW Amendment shall be binding upon Customer within thirty (30) days of the delivery of the SOW Amendment Notice (the “SOW Notice Period”) unless Customer notifies Service Provider in writing of Customer’s non-acceptance of such SOW Amendment within the Notice Period (each a “SOW Amendment Rejection”). Upon a SOW Amendment Rejection, Service Provider shall have the right to terminate this Statement of Work and/or the applicable Quote immediately upon notice to Customer.

Incorporation. This Statement of Work includes and incorporates the appendices referenced herein. This Statement of Work and/or any applicable Quote are fully incorporated into the Master Agreement by this reference with the Master Agreement, Statement of Work and the applicable Quote being read and interpreted as one integrated agreement between the Parties. In the event of any conflict between the language of the Master Agreement, this Statement of Work, and the applicable Quote, this Statement of Work shall govern and control over the Master Agreement and the applicable Quote, and the applicable Quote shall govern and control over the Master Agreement.

STATEMENT OF WORK

Managed Services

Appendix A: Hourly Rate Schedule for Additional Services

Labor	Rate
Remote PC Management/Help Desk 8am-5pm M-F	INCLUDED
Remote Printer Management 8am-5pm M-F	INCLUDED
Remote Network Management 8am-5pm M-F	INCLUDED
Remote Server Management 8am-5pm M-F	INCLUDED
24x7x365 Network Monitoring	INCLUDED
Lab Labor 8am-5pm M-F	INCLUDED
Onsite Labor 8am-5pm M-F	*Trip charge, minimum of $35 per visit, but may be higher depending upon location.*
Out of Scope Work	$ 100 /hr
Remote PC Management/Help Desk 5:01pm-9pm M-F	$ 125 /hr
Remote Printer Management 5:01pm-9pm M-F	$ 125 /hr
Remote Network Management 5:01pm-9pm M-F	$ 125 /hr
Remote Server Management 5:01pm-9pm M-F	$ 125 /hr
Lab Labor 5:01pm-9pm M-F	$ 145 /hr
Onsite Labor 5:01pm-9pm M-F	$ 145 /hr Minimum 1 hour

Remote Labor All Other Times & Holidays	$ 225 /hr Minimum 2 hours
Lab Labor All Other Times & Holidays	$ 225 /hr Minimum 2 hours
Onsite Labor All Other Times & Holidays	$ 250 /hr Minimum 2 hours

STATEMENT OF WORK

Managed Services

Appendix B: Response Times

The following table shows the target response and resolution time for each priority level of Trouble Ticket.

Trouble	Priority	Response time (in hours)	Resolution time (in hours)	Escalation threshold (in hours)
Service not available (all users and functions unavailable).	1	Within 1 hour 80% of the time	ASAP – Best Effort	2 hours
Significant degradation of service (large number of users or business critical functions affected).	2	Within 4 hours 80% of the time	ASAP – Best Effort	8 hours
Limited degradation of service (limited number of users or functions affected, business process can continue).	3	Within 24 hours 80% of the time	ASAP – Best Effort	48 hours
Small service degradation (business process can continue, one user affected).	4	within 48 hours 80% of the time	ASAP – Best Effort	96 hours

STATEMENT OF WORK

Managed Services

Appendix C: Support Tiers and Escalation Procedures

Support Tiers

The following details and describes our Support Tier levels:

Support Tier	Description
Tier 1 Support	All support incidents begin in Tier 1, where the initial Trouble Ticket is created, the issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2 Support	All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced Engineers.
Tier 3 Support	Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where support is provided by the most qualified and experienced Engineers who have the ability to collaborate with 3^rd Party (Vendor) Support Engineers to resolve the most complex issues.

Service Request Escalation Procedure

Support Request is received
Trouble Ticket is created
Issue is identified and documented in Help Desk system
Issue is qualified to determine if it can be resolved through Tier 1 Support

If issue can be resolved through Tier 1 Support:

Level 1 Resolution – issue is worked to successful resolution
Quality Control – issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 1 Support:

Issue is escalated to Tier 2 Support
Issue is qualified to determine if it can be resolved by Tier 2 Support

If issue can be resolved through Tier 2 Support:

Level 2 Resolution – issue is worked to successful resolution
Quality Control – issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 2 Support:

Issue is escalated to Tier 3 Support
Issue is qualified to determine if it can be resolved through Tier 3 Support

If issue can be resolved through Tier 3 Support:

Level 3 Resolution – issue is worked to successful resolution
Quality Control – issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 3 Support:

Issue is escalated to Onsite Support
Issue is qualified to determine if it can be resolved through Onsite Support

If issue can be resolved through Onsite Support:

Onsite Resolution – issue is worked to successful resolution
Quality Control – issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Onsite Support:

T. Manager Decision Point – request is updated with complete details of all activity performed

______________________________________________________________________________________________________________________________

STATEMENT OF WORK

Backup Services

Backup Services. Service Provider shall use commercially reasonable efforts to provide the backup service setup and the recurring backup services for disaster recovery identified in the applicable Quote (collectively, the “Included Services”) for the Customer data and files stored within Customer’s equipment (ex. servers, workstations, etc.) identified in the applicable Quote (the “Covered Equipment”).

Fees. Customer agrees to pay Service Provider the amounts set forth in the applicable Quote for the Included Services. The fees for the Included Services may be changed by Service Provider from time to time upon notice to Customer.

Payment. Service Provider will prepare an invoice for Customer each month showing all fees and costs incurred by Customer during the prior month. Customer will pay each invoice within 15 days of the invoice date. Any payments not received by the due date will be considered overdue and will be subject to a $25.00 late fee. All overdue balances will bear interest at the rate of 1.5% per month, compounded monthly.

System Requirements. As a condition to Service Provider performing the Included Services, and as an obligation of Customer to Service Provider under this Statement of Work, Customer shall ensure that Customer’s network environment at all times meets the following minimum conditions (collectively, the “System Requirements”):

All Servers with Microsoft Windows Operating Systems must be running a currently supported version of Microsoft Windows and have all of the latest Microsoft Service Packs and Critical Updates installed.

All Desktop Personal Computers and Notebooks/Laptops with Microsoft Windows Operating Systems must be running a currently supported version of Microsoft Windows, and have all of the latest Microsoft Service Packs and Critical Updates installed.

All Server and Desktop Software must be genuine, licensed and Vendor-supported.

The environment must have a currently licensed, up-to-date and Vendor-supported Server-based Antivirus solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.

The environment must have a currently licensed, Vendor-supported Server-based backup solution that can be monitored, and send notifications on job failures and successes.

The environment must have a currently licensed, Vendor-supported hardware firewall between the Internal Network and the Internet.

All wireless data traffic in the environment must be securely encrypted.

There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.

If the System Requirements are not met, then Service Provider may, but shall not be obligated to, do any of the following: (i) provide a Quote to Customer with the additional fees needed to meet the System Requirements, and upon Customer’s acceptance of such Quote, invoice Customer for such additional fees which fees shall be paid by Customer to Service Provider in accordance with the payment terms set forth in this Statement of Work; (ii) continue to provide the Services without liability as set forth in Section 5; or (iii) terminate this Statement of Work without any liability.

Maintenance of Covered Equipment & Following Directions & Preventable Failures. Customer shall maintain the Covered Equipment and all related software in good working order in accordance with manufacturer’s specifications and only use the Covered Equipment and all related software for its intended business purpose. Customer shall cause all manufacturer warranties and service contracts to remain in full force and effect for all parts of the Covered Equipment and all related software. Customer agrees to meet the System Requirements at all times. Customer agrees to follow and implement all of Service Provider’s instructions, including, without limitation, purchasing the hardware, software, and services recommended by Service Provider to protect the Covered Equipment, all related software, and the Customer data and information. Customer further agrees to use firewalls, industry standard virus and ransomware protection, industry standard encryption, and all other security protections needed to protect the Covered Equipment, all related software, and all Customer data and information. Customer agrees that Customer is solely responsible for the occurrence of any viruses or ransomware and the resulting loss and damage to Customer data and information. Customer further agrees to only allow authorized users to use and access the Covered Equipment and all related software. Customer agrees and understands that Customer’s failure to fully comply with Customer’s obligations in this Section 5 may result in the Included Services provided under this Statement of Work not being effective and resulting in Customer’s information and data being lost, stolen, or altered (each a “Preventable Failure”). CUSTOMER AGREES THAT SERVICE PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR PREVENTABLE FAILURES AND/OR FOR THE LOSS, THEFT, OR ALTERATION OF ANY CUSTOMER DATA OR INFORMATION RESULTING FROM A PREVENTABLE FAILURE.

Costs. Customer shall be responsible for all third-party costs, including, but not limited to, (i) new or replacement equipment or software; (ii) software licensing, renewal, or upgrade; (iii) third party vendor or manufacturer support fees; (iv) manufacturer or vendor warranty fees; and (v) parts, equipment, and shipping charges of any kind.

Term. The term of this Statement of Work shall commence on (the “Effective Date”) and continue for one (1) year (the “Term”) unless sooner terminated due to a termination of the Master Agreement and/or pursuant to Section 8 or another applicable provision of this Statement of Work (each a “SOW Early Termination”). At the end of each Term, unless there is a SOW Early Termination, this Statement of Work will automatically renew and extend the Term of this Statement of Work by an additional year.

Termination. Either party may terminate this Statement of Work upon 90 days written notice to the other party. Upon the termination of this Statement of Work, Service Provider will not have any further obligations or liability under this Statement of Work.

Click-Through Agreement. This Statement of Work and/or any applicable Quote may be executed by an individual affiliated with Customer by such individual clicking an icon or a box, or by providing an electronic signature, on the Service Provider’s webpage, with the effect being that this Statement of Work and/or any applicable Quote shall be binding on both the Service Provider and Customer with the same force and effect as an agreement signed in wet ink by the Parties.

Amendment. This Statement of Work and/or any applicable Quote may be amended from time to time (each an “SOW Amendment”) by Service Provider by notice to Customer (each an “SOW Amendment Notice”) and the applicable SOW Amendment shall be binding upon Customer within thirty (30) days of the delivery of the SOW Amendment Notice (the “SOW Notice Period”) unless Customer notifies Service Provider in writing of Customer’s non-acceptance of such SOW Amendment within the Notice Period (each a “SOW Amendment Rejection”). Upon a SOW Amendment Rejection, Service Provider shall have the right to terminate this Statement of Work and/or the applicable Quote immediately upon notice to Customer.

Incorporation. This Statement of Work and/or any applicable Quote are fully incorporated into the Master Agreement by this reference with the Master Agreement, Statement of Work and the applicable Quote being read and interpreted as one integrated agreement between the Parties. In the event of any conflict between the language of the Master Agreement, this Statement of Work, and the applicable Quote, this Statement of Work shall govern and control over the Master Agreement and the applicable Quote, and the applicable Quote shall govern and control over the Master Agreement.