Master Service Agreement

1. Definitions

2. Scope of Services

2.1 Statements of Work

Service Provider shall perform the Services described in each SOW executed by both Parties. Each SOW is incorporated into and governed by this Agreement. In the event of a conflict between a SOW and this Agreement, the SOW controls with respect to the specific engagement it governs, except that no SOW may expand Service Provider's liability beyond the limits set forth in Section 10 of this Agreement without explicit written acknowledgment by both Parties.

2.2 Change Orders

Any modification to the scope, timeline, or fees of an active SOW requires a written change order executed by authorized representatives of both Parties prior to the commencement of out-of-scope work. Service Provider shall not be obligated to perform and Client shall not be obligated to pay for work outside the agreed SOW scope absent a signed change order.

2.3 Subcontractors

Service Provider may engage qualified subcontractors to assist in the performance of Services, provided that: (a) Service Provider remains responsible for the performance and conduct of all subcontractors; (b) subcontractors are bound by confidentiality obligations no less protective than those set forth in Section 7; and (c) where applicable, subcontractors are bound by data handling obligations consistent with any executed BAA or other regulatory requirements governing the engagement.

2.4 Third-Party Materials

Services may incorporate or depend upon Third-Party Materials, including software platforms, monitoring tools, cloud services, and security infrastructure. Service Provider will identify material Third-Party dependencies in the applicable SOW. Client acknowledges that the availability and performance of Third-Party Materials may affect service delivery, and that Service Provider is not responsible for disruptions caused by third-party platform failures, policy changes, or discontinuation outside Service Provider's control.

3. Client Responsibilities

3.1 Access and Cooperation

Client shall provide Service Provider with timely access to systems, environments, facilities, credentials, and personnel necessary to perform the Services. Client shall designate a primary point of contact authorized to make decisions and approve work on Client's behalf. Delays in access or approvals caused by Client may affect committed timelines without constituting a breach by Service Provider.

3.2 Accuracy of Information

Client shall provide accurate, complete, and timely information regarding its environment, systems, requirements, and constraints relevant to each engagement. Service Provider's ability to perform and the quality of Deliverables depend on the accuracy of information provided. Service Provider shall not be liable for deficiencies in Services or Deliverables resulting from inaccurate or withheld information.

3.3 Compliance Obligations

Client retains sole responsibility for its own regulatory compliance obligations, including but not limited to HIPAA, CJIS, GLBA, and any applicable state or industry-specific requirements. Service Provider will support compliance within the scope of each SOW, but does not assume Client's compliance obligations and makes no representation that Services alone will achieve or maintain regulatory compliance.

4. Fees and Payment

4.1 Fees

Client shall pay Service Provider the Fees specified in each applicable SOW. Managed services Fees are billed monthly at the beginning of each service period. Project-based Fees are billed according to the payment schedule in the applicable SOW. On-site hourly rates, where applicable, are billed monthly in arrears based on actual hours logged and documented.

4.2 Payment Terms

Invoices are due within fifteen (15) days of issuance unless otherwise specified in the applicable SOW. Amounts not paid within thirty (30) days of the due date may accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. Client shall reimburse Service Provider for reasonable costs of collection, including attorney's fees, for amounts more than sixty (60) days past due.

4.3 Expenses

Out-of-pocket expenses incurred in the performance of Services — including travel, hardware procurement on Client's behalf, and third-party software licenses acquired specifically for Client — are reimbursable at cost with prior written approval from Client. Service Provider shall provide documentation for all reimbursable expenses.

4.4 Taxes

Each Party is responsible for its own income taxes. Client is responsible for any applicable sales, use, or similar taxes imposed on the Services, except for taxes based on Service Provider's net income. Service Provider will include applicable taxes on invoices where required by law.

5. Term and Termination

5.1 Agreement Term

This Agreement is effective as of the Effective Date and continues until terminated in accordance with this Section. The Agreement remains in effect for so long as any SOW executed hereunder remains active, and survives the completion of all SOWs with respect to provisions that by their nature should survive, including Sections 7 (Confidentiality), 8 (Intellectual Property), 10 (Limitation of Liability), and 11 (Indemnification).

5.2 Termination of Managed Services

Either Party may terminate a managed services SOW with thirty (30) days written notice to the other Party. No penalty, termination fee, or early exit charge applies. Client remains responsible for Fees accrued through the final day of the notice period. Service Provider will provide reasonable transition assistance during the notice period at no additional charge.

5.3 Termination of Project SOWs

Client may terminate a project SOW upon written notice. Upon such termination, Client shall pay Service Provider for all work completed through the date of termination at the rates specified in the SOW. Where a deposit was paid, the portion corresponding to completed work is retained by Service Provider. Service Provider shall deliver all completed work product upon receipt of any outstanding balance.

5.4 Termination for Cause

Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party materially breaches this Agreement or the applicable SOW and fails to cure such breach within fifteen (15) days of written notice specifying the breach in reasonable detail. Service Provider may suspend or terminate Services immediately without notice where continued performance would expose Service Provider or its clients to legal liability or security risk.

5.5 Effect of Termination

Upon termination of this Agreement or any SOW, each Party shall promptly return or destroy the other Party's Confidential Information in its possession, subject to applicable retention obligations. Termination does not relieve Client of the obligation to pay Fees for Services already rendered. Provisions that by their nature survive termination shall remain in effect.

6. Representations and Warranties

6.1 Mutual Representations

Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full power and authority to enter into and perform this Agreement; (c) this Agreement has been duly authorized and constitutes a valid and binding obligation enforceable against it; and (d) its execution and performance of this Agreement does not conflict with any other agreement to which it is a party.

6.2 Service Provider Warranties

Service Provider warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with reasonable industry standards; (b) Service Provider Personnel performing Services have the qualifications and experience appropriate to the work; and (c) to Service Provider's knowledge, Deliverables created by Service Provider will not infringe the Intellectual Property rights of any third party.

6.3 Disclaimer

Except as expressly stated in Section 6.2, Services and Deliverables are provided "as is" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law. Service Provider does not warrant that Services will be uninterrupted or error-free, or that all security threats will be detected or prevented.

7. Confidentiality

7.1 Confidential Information

Each Party ("Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other Party ("Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each Party shall use Confidential Information solely for the purposes of this Agreement and shall not disclose it to any third party without prior written consent of the Disclosing Party, except to Representatives with a need to know who are bound by equivalent obligations.

7.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; (d) is independently developed without reference to Confidential Information; or (e) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates to seek appropriate protection.

7.3 Survival

Confidentiality obligations survive termination of this Agreement for three (3) years, except that obligations with respect to trade secrets survive indefinitely for so long as such information retains trade secret status under applicable law.

8. Intellectual Property

8.1 Client-Owned Deliverables

Upon receipt of full payment, Client receives ownership of all custom Deliverables created specifically for Client under each SOW, except as set forth in Section 8.2. This transfer is limited to the specific Deliverables and does not extend to Service Provider's pre-existing Intellectual Property, tools, frameworks, or methodologies used in their creation.

8.2 Service Provider Retained IP

Service Provider retains ownership of all pre-existing Intellectual Property, proprietary tools, internal platforms, general methodologies, and any components developed independently of Client engagements. Where such components are incorporated into Client Deliverables, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use those components as part of the delivered solution.

8.3 Client Data

All data provided by Client or generated by Client's systems remains the exclusive property of Client at all times. Service Provider claims no ownership interest in Client data and will return or securely destroy it upon request or upon termination in accordance with applicable retention requirements.

8.4 Feedback

If Client provides feedback, suggestions, or recommendations regarding Service Provider's services or platforms, Service Provider may use such feedback without restriction or obligation to Client, provided that Service Provider does not identify Client as the source without Client's prior written consent.

9. Data Protection and Security

9.1 Security Measures

Service Provider shall implement and maintain appropriate technical, administrative, and physical safeguards to protect Client data from unauthorized access, disclosure, alteration, or destruction, consistent with industry standards applicable to the nature of the data and the services being performed.

9.2 Incident Notification

Service Provider shall notify Client promptly, and in no event later than five (5) business days of becoming aware of any unauthorized access to or disclosure of Client data, and shall cooperate with Client to investigate and mitigate the effects of such incident. Where Client is a covered entity under HIPAA, the executed BAA governs breach notification obligations with respect to PHI.

9.3 Regulated Data

Where an engagement involves regulated data — including PHI under HIPAA, criminal justice information under CJIS, or financial data under GLBA — the applicable regulatory framework and any executed compliance-specific agreement govern the handling of such data. Client is responsible for informing Service Provider of all applicable data categories prior to commencement of Services.

10. Limitation of Liability

10.1 Liability Cap

To the fullest extent permitted by applicable law, Service Provider's total cumulative liability to Client for all claims arising out of or related to this Agreement or any SOW shall not exceed the total Fees paid by Client to Service Provider in the three (3) months immediately preceding the event giving rise to the claim, or five thousand dollars ($5,000), whichever is greater.

10.2 Exclusion of Consequential Damages

In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages — including loss of revenue, loss of data, loss of business opportunity, or reputational harm — regardless of whether such Party has been advised of the possibility of such damages and regardless of the theory of liability.

10.3 Exceptions

Nothing in this Section limits either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or willful misconduct; (c) a Party's breach of its confidentiality obligations under Section 7; or (d) any liability that cannot be limited under applicable law.

11. Indemnification

11.1 By Client

Client shall indemnify, defend, and hold harmless Service Provider and its members, personnel, and subcontractors from and against any claims, damages, losses, and expenses — including reasonable attorney's fees — arising out of or related to: (a) Client's breach of this Agreement; (b) Client's violation of applicable law; (c) Client's misuse of Services or Deliverables; or (d) any claim by a third party arising from Client's data, business operations, or content, except to the extent caused by Service Provider's gross negligence or willful misconduct.

11.2 By Service Provider

Service Provider shall indemnify, defend, and hold harmless Client from and against any claims by a third party alleging that a Deliverable created by Service Provider infringes such third party's Intellectual Property rights, provided that Client: (a) promptly notifies Service Provider of the claim; (b) grants Service Provider sole control of the defense and settlement; and (c) provides reasonable cooperation. This indemnity does not apply to infringement arising from Client's modification of Deliverables or use of Deliverables in combination with materials not provided by Service Provider.

12. General Provisions

12.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Michigan, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Branch County, Michigan for resolution of any dispute arising under this Agreement.

12.2 Dispute Resolution

Before initiating formal legal proceedings, the Parties agree to attempt good faith resolution of any dispute for a period of thirty (30) days following written notice identifying the dispute in reasonable detail. This requirement does not apply where a Party seeks emergency equitable relief to prevent irreparable harm.

12.3 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, or joint venture relationship. Neither Party has authority to bind the other or incur obligations on the other's behalf.

12.4 Non-Solicitation

During the term of this Agreement and for one (1) year following its termination, neither Party shall directly solicit for employment or independent contractor engagement any employee or contractor of the other Party who was involved in the performance or receipt of Services under this Agreement, without prior written consent. This provision does not prohibit responses to general public solicitations.

12.5 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond that Party's reasonable control, including acts of God, natural disasters, government actions, widespread internet or infrastructure outages, or other force majeure events, provided the affected Party notifies the other promptly and resumes performance as soon as reasonably practicable.

12.6 Notices

All formal notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail to the addresses specified in the applicable SOW or as updated by written notice. Notices are effective upon confirmed receipt.

12.7 Entire Agreement

This Agreement, together with all executed SOWs and any executed BAA or NDA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements relating thereto. No amendment is valid unless made in writing and signed by authorized representatives of both Parties.

12.8 Waiver and Severability

No waiver of any provision is effective unless in writing. Failure to enforce any provision does not waive the right to enforce it subsequently. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

12.9 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each constituting an original. Electronic signatures are valid and binding under the E-SIGN Act and the Michigan Uniform Electronic Transactions Act.

Signatures

The Parties have executed this Master Service Agreement as of the Effective Date first written above. Each signatory represents and warrants that they have the authority to bind the entity on whose behalf they are signing.