Master Services Agreement

This Master Services Agreement (“MSA”) is between Proactive Technology Management, Inc. (“Proactive”), a Michigan Corporation with its principal place of business located at 30150 Telegraph Rd. Ste. 117, Bingham Farms, MI 48025 and (“Customer”).

1. Scope of Services. Proactive agrees to provide Customer with the products and services contained in a statement of work or email proposal (“Services”). Customer agrees to pay for the Services.

2. Customer Responsibilities. Customer agrees to:

a. abide by all the terms contained in this MSA and any statements of work;

b. provide Proactive with necessary system access, credentials and approvals;

c. maintain valid licensing for any third-party software not provided by Proactive;

d. notify Proactive promptly of any suspected security incidents; ands

e. be lawfully registered to do business in all states, territories, or jurisdictions in which it will be utilizing Proactive’s Services.

3. System Maintenance. Proactive shall use commercially reasonable efforts to:

a. schedule routine maintenance during standard maintenance windows;

b. provide Customer advance notice for planned maintenance expected to cause material service impact; and

c. provide as-soon-as practicable notice for emergency maintenance.

4. Data Security and Privacy.

a. Information Security Program. Proactive shall implement and maintain an information security program aligned with industry standards appropriate for the Services and the sensitivity of Customer’s data.

b. Incident Response Plan. Proactive shall maintain an incident response plan and notify Customer without undue delay after confirming any security incident involving customer data. The notification shall describe the nature of the incident, data affected, remediation steps, and contact information for follow-up.

5. Term and Termination.

a. Month-to-Month. This MSA shall commence on the effective date of the engagement and continue on a month-to-month basis until terminated by either party.

b. Termination for Convenience. Either party may terminate this MSA upon thirty (30) days’ written notice to the other party.

c. Termination for Cause. Either party may terminate this MSA immediately upon written notice if the other party materially breaches the MSA and fails to cure the breach within thirty (30) days after receipt of written notice.

d. Effect of Termination. Upon termination, Customer shall pay Proactive for all Services rendered and consumption incurred, prorated through the effective date of termination.

6. Fees and Payment. Invoices for Services are payable in U.S. dollars. Invoices are due within thirty (30) days of receipt (“Due Date”). If any invoice is not paid by the Due Date, Proactive may apply a late fee; suspend service for non-payment after ten (10) days’ written notice to Customer; require Customer to pay a security deposit commensurate with the amount owed; and/or take any other action to enforce its rights whether at law or in equity.

7. Billing Disputes. If Customer, in good faith, disputes any portion of Proactive’s invoice, Customer shall pay the undisputed amount of the invoice and submit written documentation to Proactive regarding the reason(s) Customer disputes the charges. The parties shall work together in good faith to resolve any disputed charges. Customer’s dispute must be received by Proactive no later than sixty (60) days of the Due Date, otherwise Customer’s right to a billing adjustment is waived.

8. Equipment. Any equipment including all associated software installed by Proactive at the Customer’s premises (“Equipment”) remains the personal property of Proactive. Nothing in this MSA shall give or convey to Customer any right, title, or interest in such Equipment. Customer agrees not to interfere with or damage the Equipment. Customer agrees to reimburse Proactive for any loss or damage to the Equipment that is caused by the intentional or negligent acts of Customer, its agents, employees, authorized users, or representatives. Customer shall allow Proactive to promptly remove the Equipment from Customer’s premises upon termination of the Services for which the Equipment was installed and to pay for associated technician charges.

9. Third Party Solution Providers. The software products that Proactive sells, installs, and manages are the products of third-party software providers. Proactive is not responsible for the functioning, failure, or incidents caused by the software products it sells, installs or manages for Customer. The Third Party Solution Provider is responsible for the functioning of its own software products and any liability resulting from the software’s failure. A full list of Proactive’s Third Party Solution Providers is available upon Customer’s request.

10. Intellectual Property. Each party retains all right, title, and interest in its pre-existing intellectual property and any modifications or improvements the party makes thereto. Proactive retains all rights to proprietary tools, scripts, monitoring systems, and methodologies developed in delivering the Services. Customer retains ownership of its data at all times.

11. Non-Solicitation. During the term of the MSA and for one (1) year following its termination or expiration, Customer agrees not to knowingly solicit or hire any employee of Proactive. This restriction shall not apply to general employment advertisements or recruiting efforts not specifically targeted at Proactive’s employees.

12. Confidentiality. Each party shall maintain the confidentiality of the other’s proprietary and sensitive information.

13. Assignment. Neither party may assign this Agreement, in whole or in part without the express written and prior consent of the other party.

14. Business Relationship. This MSA shall not create any agency, employment, joint venture, partnership, representation, or fiduciary relationship between the parties.

15. Warranty, Limitation of Liability, Indemnity. For purposes on this paragraph, the term Proactive shall be deed to include its affiliates, shareholders, directors, officers and employees and any person assisting Proactive in its performance of Services under this MSA.

a. Warranty. Proactive warrants that Services will be performed in accordance with the statement of work and generally accepted industry standards; Proactive will comply with applicable laws when providing the Services; Proactive warrants that deliverables will be to the specifications in the statement of work for thirty (30) days after acceptance.

b. Remedy for Breach of Warranty. Customer’s sole remedy for breach of this warranty is re-performance or repair. If Proactive cannot cure within a reasonable time, Customer may receive a refund of fees attributable to the non-conforming Services.

c. Warranty Disclaimer. Neither party shall be liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages (including, without limitation lost business, revenue, profits or goodwill) arising out of or in connection with this MSA or the provision of Services hereunder. Except as set forth in 14(a) above, Proactive makes no warranties, express or implies as to any of the Services provided hereunder. Proactive specifically disclaims any and all implied warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or title.

d. Limitation of Liability. Notwithstanding paragraph 14(a), each party’s total aggregate liability arising out of or related to this MSA shall in no event exceed the amounts paid by Customer to Proactive for the twelve (12) month period preceding the event giving rise to the liability for the Services at issue. This limitation of liability applies to all causes of action and claims, including without limitation, breach of contract, breach of warranty, negligence, strict liability, other torts, gross negligence, willful misconduct, fraud, or claims arising out of a data breach, data security incidents or intellectual property infringement.

e. Acceptance by Customer. Customer acknowledges and accepts the reasonableness of the foregoing disclaimers and limitations of liability.

f. Indemnification by Customer. Customer will defend, at its own expense, indemnify and hold harmless Proactive from any claims, suits, liabilities, losses, damages and expenses (including reasonable attorney fees and costs) assert against or incurred by Proactive arising out of: (i) Customer’s acts, omissions or breach of its obligations under the MSA; (ii) unauthorized or improper use of any Services or related products and documentation provided to Customer hereunder; and (iii) Customer’s connection of any Services to any third party service or network.

g. Indemnification by Proactive. Proactive shall defend, indemnify and hold harmless Customer against any third-party claim that arises from (i) Proactive’s gross negligence or willful misconduct or (ii) Proactive’s breach of confidentiality or data security obligations.

16. Governing Law and Forum Selection. This MSA shall be governed and construed in accordance with the laws of the State of Michigan and the United States of America, without regard to conflicts of law. The exclusive jurisdiction and venue for any dispute arising under this agreement shall lie in the state court of Oakland County, Michigan and the federal courts of the Eastern District of Michigan.

17. Alternative Dispute Resolution. The parties agree that any dispute or controversy arising out of or in connection with this MSA or any alleged breach thereof, shall first be addressed through informal discussions between the business teams. If informal resolution is not possible, the parties agree to participate in mediation with a mutually agreed upon mediator in an effort to resolve the dispute prior to commencing formal litigation.

18. Force Majeure. Neither party shall be liable for any failure of performance hereunder due to causes beyond its control including, but not limited to, acts of God, fire, explosion, vandalism, cable cut, problems with networks, flood, storm, pandemic, or other similar catastrophe; any law, order, regulation, direction, action or request of the United States government, including state and local governments or regulatory authority having jurisdiction over either of the parties; civil or military authority; national emergencies; insurrections; riots; terrorist actions; wars; strikes, lock outs or work stoppages.

19. Miscellaneous Provisions.

a. Legal Construction. If one or more provisions of this MSA are deemed invalid or unenforceable, the remainder of the MSA remains enforceable.

b. Waiver. Under no circumstances shall the failure of Proactive to enforce a provision of this MSA constitute a waiver of that provision.

c. Entire Agreement. This MSA and its Exhibit(s) constitute the entire and final agreement between the parties with respect to the Services and supercedes all other and prior representations, understandings or agreements relating to the Services.

d. Modification. This MSA may only be modified by a written agreement signed by all parties.