FRANKLIN IT SOLUTIONS ONLINE TERMS OF SERVICE

This is a MASTER SERVICES AGREEMENT (the “Agreement”) as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in an Addendum or Quote (collectively, “Services”). The scope of our engagement with you is limited to those services expressly listed in the Services Statement; all other services, projects, and related matters are out-of-scope and will not be provided to you unless we expressly agree to do so in writing (collectively, “Out of Scope Services”). In addition to the Services are also defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Statement.” Our Services Statement is akin to a “user manual” that provides important and binding details about the Services, for example, (i) how the Services are provided/delivered, (ii) service levels applicable to the Services, (iii) additional payment terms/obligations, and (iv) auto-renewal terms for the Services.

Version. Each Quote will be governed under the version of this Agreement that is in place as of the “last updated” date indicated at the bottom of this document. For that reason, you should keep a copy of this document and make a note of the date indicated below when you accept a Quote.

SERVICES STATEMENT. The following are the Services provided by Franklin IT Solutions and the descriptions are incorporated into and form a part of this Agreement.

• REMOTE & ONSITE SUPPORT SERVICES AND TRAVEL. $75 per 30-minute increment.
• EMERGENCY AFTER-HOURS SUPPORT & SERVICE. $300 minimum for up to 2-hours of services provided outside normal business hours (Monday-Friday 8:00 AM to 5:00 PM EST) and during US holidays.
• MANAGED IT SERVICES. Descriptions.
• FEE INCREASES. 3% annually.
• CHIEF INFORMATION OFFICER PLANNING & STRATEGY. $1,000 per 4-hour increment.
• COURT PREPARATION AND APPEARANCES. $1,000 per 4-hour increment.

TERM AND AUTOMATIC RENEWAL. The Managed IT Services term will begin on the Start Date of the initial Addendum and continue for the initial term set forth in the initial Addendum (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives notice of non-renewal at least sixty (60) days before the expiration of the Initial Term or the then-current Renewal Term.

PAYMENT. US Dollars. Support Fees are due and payable within 20 days of invoice date. Payment for all hardware, software, licenses and technology is due and payable upon receipt. Credit cards incur a convenience fee. All delinquent accounts shall bear interest at the rate of 18% per annum (1.5% per month) on the outstanding balance. In the event of an account delinquency Company may suspend service. Payment in full for any unexpired term is due upon termination by Client. Client shall pay all collection service fees, court costs and attorney’s fees and expenses incurred in the collection of delinquent accounts.

TRANSITIONS AND DATA BACKUP. In the event the Services involve transitioning from a previous services provider used by Client prior to Company, Company will use commercially reasonable efforts to timely coordinate and cooperate with the previous services provider to effectuate the transfer. Client acknowledges and states that there are inherent unknowns in making such transitions and Company will not be held responsible or liable until Company is the sole provider of, and is in full control of providing, the Services. Further, in the event the Services involve data backup systems, Client acknowledges that it can take time to complete or repair such backup systems. Company will not be responsible or liable: (i) for any issues arising from the implementation or modification of any data backup system, until the system’s data backups are fully complete; or (ii) any issues arising during the time period in which Company is diagnosing or repairing Client’s data backup systems.

THIRD-PARTY MANAGEMENT TOOLS. Company maintains agreements and relies on vendor tools (subject to change) to deliver services.

THIRD-PARTY HARDWARE AND SOFTWARE LICENSES. Client responsible for maintaining agreements with Client vendors for technical support, upgrades and replacements.

BYOD. Client is strongly advised to refrain from connecting Devices (such as employees personal notebook computers, smart phones and tablet computers) to the Environment where such devices are not previously known to us and are not expressly covered under a managed service plan from us (“Unknown Devices”). We will not be responsible for the diagnosis or remediation of any issues in the Environment caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to provide the Services to any Unknown Devices.

CONFIDENTIALITY. Company agrees to maintain the confidentiality of Client’s information.

NON-SOLICITATION. Client acknowledges that Company has incurred substantial recruitment, screening, training, and administrative expenses with respect to its employees. From the Effective Date of this Agreement and up to two (2) calendar years after the date of termination of this Agreement, Client shall not hire or contract directly or indirectly with any of the Company’s employees. Client and Company mutually acknowledge and agree that it would be impractical and extremely difficult to ascertain the amount of monetary damages that would be caused by a breach by Client of this provision. Therefore, Client and Company mutually agree that in the event of a breach by Client in any way of this provision, Client shall pay Company as liquidated damages, an amount equal to One Hundred Fifty Thousand Dollars ($150,000).

CYBERSECURITY IN GENERAL. The parties acknowledge and agree that: (i) cybersecurity attacks and issues are becoming increasingly sophisticated and complex; (ii) no transmission over the Internet, or other method of electronic communication or storage, is 100% secure; and (iii) the effectiveness of any cybersecurity-related services offered by Company are contingent upon Client and Client’s agents and employees implementing and adhering to Client’s own administrative, technical, and physical safeguards. Accordingly, the parties expressly agree that Company: (1) does not guarantee the safety or security of Client’s information or systems; (2) expressly disclaims any definitive promise or representation as to any level of security; (3) is not liable or responsible for the actions or inactions of Client’s employees and agents related to Client Equipment; and (4) nothing in this Agreement obligates Company to design, advise on, implement, or update any of Client’s administrative, technical, or physical safeguards, unless specifically agreed to in writing by Company.

CYBERSECURITY INSURANCE. Client states that Client, at its own expense, has and maintains cyber insurance covering cyber and network risks. Such insurance shall include, but not be limited to, coverage for: (i) liability arising from theft, dissemination, and/or use of confidential information stored or transmitted in electronic form; and (ii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer’s or third person’s computer, computer system, network, or similar computer related property and the data, software, and programs stored thereon. Such insurance is maintained by Client with limits of no less than $1,000,000 per claim and in the annual aggregate, and may be maintained on a stand-alone basis, or as cyber insurance coverage provided as part of any professional liability insurance policy. The parties acknowledge and agree that Company, in entering into this Agreement, is relying on Client making the above representations concerning Client’s cyber insurance.

Transition; Deletion of Data. If you request our assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to Franklin IT Solutions providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in an Addendum or Quote or Services Statement or prohibited by applicable law, we will have no obligation to store or maintain any Client data in our possession or control following the termination of this Agreement or the applicable Services.

Warranties and Disclaimers. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, REGARDING ANY HARDWARE, SOFTWARE, 3RD PARTY SERVICES OR OTHER GOODS PROVIDED BY THE COMPANY. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THIS AGREEMENT.

Limitation of Liability. COMPANY SHALL NOT BE RESPONSIBLE FOR OR LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT, SHALL COMPANY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL AGREEMENT AMOUNT PAID BY CLIENT TO COMPANY DURING THE LAST SIX (6) MONTHS OF THE AGREEMENT IN EFFECT AT THE TIME THE DAMAGES WERE FIRST INCURRED.

DEFAULT. An “Event of Default” shall be deemed to exist and Client shall be in default of this Agreement if (i) Client fails to timely pay any invoice from Company for services or equipment provided hereunder, (ii) Client fails to observe or perform any of Client’s nonmonetary obligations or agreements in this Agreement. (b) If an Event of Default shall occur, Company shall have, in addition to all other rights and remedies at law or in equity or under this Agreement including, without limitation, the following: (1) if an invoice remains unpaid for more than twenty (20) days, Company reserves the right upon notice to Client to withhold further services, repossess any equipment belonging to Company and deactivate and remove provided software if said fee is not paid by the twentieth (20th) day of the statement until the statement is paid; (2) Company may decline further services following payment of delinquent amounts unless a satisfactory deposit is made towards the payment of future services and costs; (3) Company shall have the right to terminate this Agreement and recover all damages caused by Client’s breach of the Agreement.

Client Activity as a Basis for Termination. If you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to Franklin IT Solutions other rights under this Agreement, Franklin IT Solutions will have the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the applicable Quote For Cause.

Termination Without Cause. Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Quote without cause prior to the Quote’s natural (i.e., specified) expiration or termination date. (By way of example: If a Quote provides for an annual service, then the Services under that Quote cannot be terminated without cause prior to the expiration of one year). If you terminate the Services under a Quote without cause and without Franklin IT Solutions consent, then you agree to be responsible for paying the termination fee described in the “Termination for Cause” section, below.

Termination For Cause. In the event that one party (a “Defaulting Party”) commits a material breach under a Quote, Services Statement, or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Services under the relevant Quote (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party.

This is a MASTER SERVICES AGREEMENT (the “Agreement”) as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in an Addendum or Quote (collectively, “Services”). The scope of our engagement with you is limited to those services expressly listed in the Services Statement; all other services, projects, and related matters are out-of-scope and will not be provided to you unless we expressly agree to do so in writing (collectively, “Out of Scope Services”). In addition to the Services are also defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Statement.” Our Services Statement is akin to a “user manual” that provides important and binding details about the Services, for example, (i) how the Services are provided/delivered, (ii) service levels applicable to the Services, (iii) additional payment terms/obligations, and (iv) auto-renewal terms for the Services.

VERSION. Each Quote will be governed under the version of this Agreement that is in place as of the “last updated” date indicated at the bottom of this document. For that reason, you should keep a copy of this document and make a note of the date indicated below when you accept a Quote.

SERVICES STATEMENT. The following are the Services provided by Franklin IT Solutions and the descriptions are incorporated into and form a part of this Agreement.

• REMOTE & ONSITE SUPPORT SERVICES AND TRAVEL. $75 per 30-minute increment.
• EMERGENCY AFTER-HOURS SUPPORT & SERVICE. $300 minimum for up to 2-hours of services provided outside normal business hours (Monday-Friday 8:00 AM to 5:00 PM EST) and during US holidays.
• FEE INCREASES. 3% annually.
• CHIEF INFORMATION OFFICER PLANNING & STRATEGY. $1,000 per 4-hour increment.
• COURT PREPARATION AND APPEARANCES. $1,000 per 4-hour increment.

TERM AND AUTOMATIC RENEWAL. The Managed IT Services term will begin on the Start Date of the initial Addendum and continue for the initial term set forth in the initial Addendum (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives notice of non-renewal at least sixty (60) days before the expiration of the Initial Term or the then-current Renewal Term.

PAYMENT. US Dollars. Support Fees are due and payable within 20 days of invoice date. Payment for all hardware, software, licenses and technology is due and payable upon receipt. Credit cards incur a convenience fee. All delinquent accounts shall bear interest at the rate of 18% per annum (1.5% per month) on the outstanding balance. In the event of an account delinquency Company may suspend service. Payment in full for any unexpired term is due upon termination by Client. Client shall pay all collection service fees, court costs and attorney’s fees and expenses incurred in the collection of delinquent accounts.

TRANSITIONS AND DATA BACKUP. In the event the Services involve transitioning from a previous services provider used by Client prior to Company, Company will use commercially reasonable efforts to timely coordinate and cooperate with the previous services provider to effectuate the transfer. Client acknowledges and states that there are inherent unknowns in making such transitions and Company will not be held responsible or liable until Company is the sole provider of, and is in full control of providing, the Services. Further, in the event the Services involve data backup systems, Client acknowledges that it can take time to complete or repair such backup systems. Company will not be responsible or liable: (i) for any issues arising from the implementation or modification of any data backup system, until the system’s data backups are fully complete; or (ii) any issues arising during the time period in which Company is diagnosing or repairing Client’s data backup systems.

THIRD-PARTY MANAGEMENT TOOLS. Company maintains agreements and relies on vendor tools (subject to change) to deliver services.

THIRD-PARTY HARDWARE AND SOFTWARE LICENSES. Client responsible for maintaining agreements with Client vendors for technical support, upgrades and replacements.

BYOD. Client is strongly advised to refrain from connecting Devices (such as employees personal notebook computers, smart phones and tablet computers) to the Environment where such devices are not previously known to us and are not expressly covered under a managed service plan from us (“Unknown Devices”). We will not be responsible for the diagnosis or remediation of any issues in the Environment caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to provide the Services to any Unknown Devices.

CONFIDENTIALITY. Company agrees to maintain the confidentiality of Client’s information.

NON-SOLICITATION. Client acknowledges that Company has incurred substantial recruitment, screening, training, and administrative expenses with respect to its employees. From the Effective Date of this Agreement and up to two (2) calendar years after the date of termination of this Agreement, Client shall not hire or contract directly or indirectly with any of the Company’s employees. Client and Company mutually acknowledge and agree that it would be impractical and extremely difficult to ascertain the amount of monetary damages that would be caused by a breach by Client of this provision. Therefore, Client and Company mutually agree that in the event of a breach by Client in any way of this provision, Client shall pay Company as liquidated damages, an amount equal to One Hundred Fifty Thousand Dollars ($150,000).

CYBERSECURITY IN GENERAL. The parties acknowledge and agree that: (i) cybersecurity attacks and issues are becoming increasingly sophisticated and complex; (ii) no transmission over the Internet, or other method of electronic communication or storage, is 100% secure; and (iii) the effectiveness of any cybersecurity-related services offered by Company are contingent upon Client and Client’s agents and employees implementing and adhering to Client’s own administrative, technical, and physical safeguards. Accordingly, the parties expressly agree that Company: (1) does not guarantee the safety or security of Client’s information or systems; (2) expressly disclaims any definitive promise or representation as to any level of security; (3) is not liable or responsible for the actions or inactions of Client’s employees and agents related to Client Equipment; and (4) nothing in this Agreement obligates Company to design, advise on, implement, or update any of Client’s administrative, technical, or physical safeguards, unless specifically agreed to in writing by Company.

CYBERSECURITY INSURANCE. Client states that Client, at its own expense, has and maintains cyber insurance covering cyber and network risks. Such insurance shall include, but not be limited to, coverage for: (i) liability arising from theft, dissemination, and/or use of confidential information stored or transmitted in electronic form; and (ii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer’s or third person’s computer, computer system, network, or similar computer related property and the data, software, and programs stored thereon. Such insurance is maintained by Client with limits of no less than $1,000,000 per claim and in the annual aggregate, and may be maintained on a stand-alone basis, or as cyber insurance coverage provided as part of any professional liability insurance policy. The parties acknowledge and agree that Company, in entering into this Agreement, is relying on Client making the above representations concerning Client’s cyber insurance.

TRANSITION; DELETION OF DATA. If you request our assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to Franklin IT Solutions providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in an Addendum or Quote or Services Statement or prohibited by applicable law, we will have no obligation to store or maintain any Client data in our possession or control following the termination of this Agreement or the applicable Services.

WARRANTIES AND DISCLAIMERS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, REGARDING ANY HARDWARE, SOFTWARE, 3RD PARTY SERVICES OR OTHER GOODS PROVIDED BY THE COMPANY. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THIS AGREEMENT.

LIMITATION OF LIABILITY. COMPANY SHALL NOT BE RESPONSIBLE FOR OR LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT, SHALL COMPANY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL AGREEMENT AMOUNT PAID BY CLIENT TO COMPANY DURING THE LAST SIX (6) MONTHS OF THE AGREEMENT IN EFFECT AT THE TIME THE DAMAGES WERE FIRST INCURRED.

DEFAULT. An “Event of Default” shall be deemed to exist and Client shall be in default of this Agreement if (i) Client fails to timely pay any invoice from Company for services or equipment provided hereunder, (ii) Client fails to observe or perform any of Client’s nonmonetary obligations or agreements in this Agreement. (b) If an Event of Default shall occur, Company shall have, in addition to all other rights and remedies at law or in equity or under this Agreement including, without limitation, the following: (1) if an invoice remains unpaid for more than twenty (20) days, Company reserves the right upon notice to Client to withhold further services, repossess any equipment belonging to Company and deactivate and remove provided software if said fee is not paid by the twentieth (20th) day of the statement until the statement is paid; (2) Company may decline further services following payment of delinquent amounts unless a satisfactory deposit is made towards the payment of future services and costs; (3) Company shall have the right to terminate this Agreement and recover all damages caused by Client’s breach of the Agreement.

CLIENT ACTIVITY AS A BASIS FOR TERMINATION. If you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to Franklin IT Solutions other rights under this Agreement, Franklin IT Solutions will have the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the applicable Quote For Cause.

TERMINATION WITHOUT CAUSE. Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Quote without cause prior to the Quote’s natural (i.e., specified) expiration or termination date. (By way of example: If a Quote provides for an annual service, then the Services under that Quote cannot be terminated without cause prior to the expiration of one year). If you terminate the Services under a Quote without cause and without Franklin IT Solutions consent, then you agree to be responsible for paying the termination fee described in the “Termination for Cause” section, below.

TERMINATION FOR CAUSE. In the event that one party (a “Defaulting Party”) commits a material breach under a Quote, Services Statement, or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Services under the relevant Quote (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party.

REMEDIES FOR EARLY TERMINATION. If Franklin IT Solutions terminates this Agreement or any Quote For Cause, or if you terminate any Services under a Quote without cause prior to such Quote’s expiration date, then Franklin IT Solutions shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to Franklin IT Solutions had this Agreement or Quote (as applicable) remained in full effect, calculated using the fees and costs in effect as of the date of termination (“Termination Fee”). If you terminate this Agreement or a Quote For Cause, then you will be responsible for paying only for those Services that were delivered properly and accepted by you up to the effective date of termination, and nothing more.

CUMULATIVE RIGHTS. All rights and remedies of Company are cumulative and the exercise of any one shall not be an election excluding Company from the exercise of a different or inconsistent right or remedy at any other time.

WAIVER. No delay or forbearance by Company in exercising any right or remedy under this Agreement or as provided by law shall be construed to be a waiver of any of Company’s rights or remedies in the future. No undertaking or act by Company that is not required to be taken under this Agreement shall constitute an agreement by Company to undertake or perform any act in the future. Waiver of performance of any provision of this Agreement by Client shall be effective only if so expressed in writing by Company.

INDEMNIFICATION. Client agrees to indemnify, defend and hold harmless Company and its principals, officers, employees and agents from and against all demands, claims, actions, liabilities, damages and judgments, including, without limitation reasonable attorney’s fees, costs and expenses arising out of or resulting from Client’s violation of any provision of this Agreement and any intellectual property rights of Client or other person. Company, in its sole discretion, may elect to defend any matter subject to indemnification, in which event Client shall fully cooperate with Company in asserting any available defenses and shall remain responsible for all costs, expenses, damages, judgments, settlement payments, and reasonable attorney’s fees, costs and expenses.

FORCE MAJEURE. In the event that Company shall be delayed or hindered in or prevented from the performance of services required under this Agreement by reason of any act of God, weather or nature, or any act of government, labor disputes, failure of power, riots, insurrection, war, acts of terror, public health crisis or other reasons of like nature not the fault of Company, Company shall be excused from performance of this Agreement for the period of time equal to the delay caused by such event causing the delay.

MODIFICATION. This Agreement shall not be modified except by mutual agreement of the parties in writing.

Last Updated 10/12/23.

This is a MASTER SERVICES AGREEMENT (the “Agreement”) as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in an Addendum or Quote (collectively, “Services”). The scope of our engagement with you is limited to those services expressly listed in the Services Statement; all other services, projects, and related matters are out-of-scope and will not be provided to you unless we expressly agree to do so in writing (collectively, “Out of Scope Services”). In addition to the Services are also defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Statement.” Our Services Statement is akin to a “user manual” that provides important and binding details about the Services, for example, (i) how the Services are provided/delivered, (ii) service levels applicable to the Services, (iii) additional payment terms/obligations, and (iv) auto-renewal terms for the Services.

VERSION. Each Quote will be governed under the version of this Agreement that is in place as of the “last updated” date indicated at the bottom of this document. For that reason, you should keep a copy of this document and make a note of the date indicated below when you accept a Quote.

SERVICES STATEMENT. The following are the Services provided by Franklin IT Solutions and the descriptions are incorporated into and form a part of this Agreement.

• REMOTE & ONSITE SUPPORT SERVICES AND TRAVEL. $75 per 30-minute increment.
• EMERGENCY AFTER-HOURS SUPPORT & SERVICE. $300 minimum for up to 2-hours of services provided outside normal business hours (Monday-Friday 8:00 AM to 5:00 PM EST) and during US holidays.
• FEE INCREASES. 3% annually.
• CHIEF INFORMATION OFFICER PLANNING & STRATEGY. $1,000 per 4-hour increment.
• COURT PREPARATION AND APPEARANCES. $1,000 per 4-hour increment.

TERM AND AUTOMATIC RENEWAL. The Managed IT Services term will begin on the Start Date of the initial Addendum and continue for the initial term set forth in the initial Addendum (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives notice of non-renewal at least sixty (60) days before the expiration of the Initial Term or the then-current Renewal Term.

PAYMENT. US Dollars. Support Fees are due and payable within 20 days of invoice date. Payment for all hardware, software, licenses, and technology is due and payable upon receipt. All delinquent accounts shall bear interest at the rate of 18% per annum (1.5% per month) on the outstanding balance. In the event of an account delinquency, Company may suspend service. Notice of disputes related to fees must be received by us within thirty (30) days after the applicable service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. We reserve the right to charge an On-Boarding Fee if we suspend the services due to your nonpayment. Payment in full for any unexpired Term is due upon termination by Client. Client shall pay all collection service fees, court costs and attorney’s fees and expenses incurred in the collection of delinquent accounts.

TRANSITIONS AND DATA BACKUP. In the event the Services involve transitioning from a previous services provider used by Client prior to Company, Company will use commercially reasonable efforts to timely coordinate and cooperate with the previous services provider to effectuate the transfer. Client acknowledges and states that there are inherent unknowns in making such transitions and Company will not be held responsible or liable until Company is the sole provider of, and is in full control of providing, the Services. Further, in the event the Services involve data backup systems, Client acknowledges that it can take time to complete or repair such backup systems. Company will not be responsible or liable: (i) for any issues arising from the implementation or modification of any data backup system, until the system’s data backups are fully complete; or (ii) any issues arising during the time period in which Company is diagnosing or repairing Client’s data backup systems.

THIRD-PARTY MANAGEMENT TOOLS. Company maintains agreements and relies on vendor tools (subject to change) to deliver services.

THIRD-PARTY HARDWARE AND SOFTWARE LICENSES. Client responsible for maintaining agreements with Client vendors for technical support, upgrades and replacements.

BYOD. Client is strongly advised to refrain from connecting Devices (such as employees personal notebook computers, smart phones and tablet computers) to the Environment where such devices are not previously known to us and are not expressly covered under a managed service plan from us (“Unknown Devices”). We will not be responsible for the diagnosis or remediation of any issues in the Environment caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to provide the Services to any Unknown Devices.

CONFIDENTIALITY. Company agrees to maintain the confidentiality of Client’s information.

NON-SOLICITATION. Client acknowledges that Company has incurred substantial recruitment, screening, training, and administrative expenses with respect to its employees. From the Effective Date of this Agreement and up to two (2) calendar years after the date of termination of this Agreement, Client shall not hire or contract directly or indirectly with any of the Company’s employees. Client and Company mutually acknowledge and agree that it would be impractical and extremely difficult to ascertain the amount of monetary damages that would be caused by a breach by Client of this provision. Therefore, Client and Company mutually agree that in the event of a breach by Client in any way of this provision, Client shall pay Company as liquidated damages, an amount equal to One Hundred Fifty Thousand Dollars ($150,000).

CYBERSECURITY IN GENERAL. The parties acknowledge and agree that: (i) cybersecurity attacks and issues are becoming increasingly sophisticated and complex; (ii) no transmission over the Internet, or other method of electronic communication or storage, is 100% secure; and (iii) the effectiveness of any cybersecurity-related services offered by Company are contingent upon Client and Client’s agents and employees implementing and adhering to Client’s own administrative, technical, and physical safeguards. Accordingly, the parties expressly agree that Company: (1) does not guarantee the safety or security of Client’s information or systems; (2) expressly disclaims any definitive promise or representation as to any level of security; (3) is not liable or responsible for the actions or inactions of Client’s employees and agents related to Client Equipment; and (4) nothing in this Agreement obligates Company to design, advise on, implement, or update any of Client’s administrative, technical, or physical safeguards, unless specifically agreed to in writing by Company.

CYBERSECURITY INSURANCE. Client states that Client, at its own expense, has and maintains cyber insurance covering cyber and network risks. Such insurance shall include, but not be limited to, coverage for: (i) liability arising from theft, dissemination, and/or use of confidential information stored or transmitted in electronic form; and (ii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer’s or third person’s computer, computer system, network, or similar computer related property and the data, software, and programs stored thereon. Such insurance is maintained by Client with limits of no less than $1,000,000 per claim and in the annual aggregate, and may be maintained on a stand-alone basis, or as cyber insurance coverage provided as part of any professional liability insurance policy. The parties acknowledge and agree that Company, in entering into this Agreement, is relying on Client making the above representations concerning Client’s cyber insurance.

TRANSITION; DELETION OF DATA. If you request our assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to Franklin IT Solutions providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in an Addendum or Quote or Services Statement or prohibited by applicable law, we will have no obligation to store or maintain any Client data in our possession or control following the termination of this Agreement or the applicable Services.

WARRANTIES AND DISCLAIMERS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, REGARDING ANY HARDWARE, SOFTWARE, 3RD PARTY SERVICES OR OTHER GOODS PROVIDED BY THE COMPANY. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THIS AGREEMENT.

LIMITATION OF LIABILITY. COMPANY SHALL NOT BE RESPONSIBLE FOR OR LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT, SHALL COMPANY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL AGREEMENT AMOUNT PAID BY CLIENT TO COMPANY DURING THE LAST SIX (6) MONTHS OF THE AGREEMENT IN EFFECT AT THE TIME THE DAMAGES WERE FIRST INCURRED.

DEFAULT. An “Event of Default” shall be deemed to exist and Client shall be in default of this Agreement if (i) Client fails to timely pay any invoice from Company for services or equipment provided hereunder, (ii) Client fails to observe or perform any of Client’s nonmonetary obligations or agreements in this Agreement. (b) If an Event of Default shall occur, Company shall have, in addition to all other rights and remedies at law or in equity or under this Agreement including, without limitation, the following: (1) if an invoice remains unpaid for more than twenty (20) days, Company reserves the right upon notice to Client to withhold further services, repossess any equipment belonging to Company and deactivate and remove provided software if said fee is not paid by the twentieth (20th) day of the statement until the statement is paid; (2) Company may decline further services following payment of delinquent amounts unless a satisfactory deposit is made towards the payment of future services and costs; (3) Company shall have the right to terminate this Agreement and recover all damages caused by Client’s breach of the Agreement.

CLIENT ACTIVITY AS A BASIS FOR TERMINATION. If you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to Franklin IT Solutions other rights under this Agreement, Franklin IT Solutions will have the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the applicable Quote For Cause.

TERMINATION WITHOUT CAUSE. Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Quote without cause prior to the Quote’s natural (i.e., specified) expiration or termination date. (By way of example: If a Quote provides for an annual service, then the Services under that Quote cannot be terminated without cause prior to the expiration of one year). If you terminate the Services under a Quote without cause and without Franklin IT Solutions consent, then you agree to be responsible for paying the termination fee described in the “Termination for Cause” section, below.

TERMINATION FOR CAUSE. In the event that one party (a “Defaulting Party”) commits a material breach under a Quote, Services Statement, or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Services under the relevant Quote (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party.

REMEDIES FOR EARLY TERMINATION. If Franklin IT Solutions terminates this Agreement or any Quote For Cause, or if you terminate any Services under a Quote without cause prior to such Quote’s expiration date, then Franklin IT Solutions shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to Franklin IT Solutions had this Agreement or Quote (as applicable) remained in full effect, calculated using the fees and costs in effect as of the date of termination (“Termination Fee”). If you terminate this Agreement or a Quote For Cause, then you will be responsible for paying only for those Services that were delivered properly and accepted by you up to the effective date of termination, and nothing more.

CUMULATIVE RIGHTS. All rights and remedies of Company are cumulative and the exercise of any one shall not be an election excluding Company from the exercise of a different or inconsistent right or remedy at any other time.

WAIVER. No delay or forbearance by Company in exercising any right or remedy under this Agreement or as provided by law shall be construed to be a waiver of any of Company’s rights or remedies in the future. No undertaking or act by Company that is not required to be taken under this Agreement shall constitute an agreement by Company to undertake or perform any act in the future. Waiver of performance of any provision of this Agreement by Client shall be effective only if so expressed in writing by Company.

INDEMNIFICATION. Client agrees to indemnify, defend and hold harmless Company and its principals, officers, employees and agents from and against all demands, claims, actions, liabilities, damages and judgments, including, without limitation reasonable attorney’s fees, costs and expenses arising out of or resulting from Client’s violation of any provision of this Agreement and any intellectual property rights of Client or other person. Company, in its sole discretion, may elect to defend any matter subject to indemnification, in which event Client shall fully cooperate with Company in asserting any available defenses and shall remain responsible for all costs, expenses, damages, judgments, settlement payments, and reasonable attorney’s fees, costs and expenses.

FORCE MAJEURE. In the event that Company shall be delayed or hindered in or prevented from the performance of services required under this Agreement by reason of any act of God, weather or nature, or any act of government, labor disputes, failure of power, riots, insurrection, war, acts of terror, public health crisis or other reasons of like nature not the fault of Company, Company shall be excused from performance of this Agreement for the period of time equal to the delay caused by such event causing the delay.

MODIFICATION. This Agreement shall not be modified except by mutual agreement of the parties in writing.

Last Updated 07/12/24.