MANAGED SERVICES AGREEMENT

The Managed Services Agreement (the “Agreement”) is made between Managed Technology Solutions, (ManagedTek), located at 1090 Adams Street, Suite G, Benicia, CA 94510 (“Service Provider”), and, Subscriber for the following services: TEK Security Suite.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Services: Service Provider agrees to provide Customer the services described in this agreement for equipment as outlined in Schedule D (“Equipment Standards”) but excluding cost associated with equipment outside the Service Provider’s normal products offered as outlined in Schedule C (“Items Not Covered”). Service Provider may from time to time change the services provided to Customer under this Agreement. In the event such change materially alters the services, Customer may terminate the Agreement by giving Service Provider seven days written notice to terminate services. Customer should forward notice to terminate to Service Provider within the thirty-day period following Service Provider’s communicated service changes. Service Provider may change the fees set forth in Schedule B on an annual basis. Customer has the right to negotiate fee changes with Service Provider.
2. Term and Termination: The Initial Term of this Agreement is month to month agreement commencing on the Effective Date. Thereafter, unless terminated in accordance with the terms of this Agreement, this Agreement will automatically renew, on each anniversary date for an additional twelve months.
   • 2.1 Termination: This Agreement may be terminated as follows:
     1. Either party may terminate this Agreement with sixty (60) days written notice to the other party,
     2. Upon Service Provider’s failure to perform or observe any material term or condition of this Agreement and failure to correct within thirty (30) days after receipt of written notice from Customer of such failure, Customer may terminate the Services affected by such breach; or
     3. Upon Customer’s failure to pay any outstanding charges within ten (10) days of receipt of written notice from Service Provider may terminate this Agreement immediately.
     4. Upon Customer’s failure to pay any outstanding charges within ten (10) days of receipt of written notice from Service Provider
   • 2.2 Effects of Termination: Upon termination of this Agreement Customer will be liable for all charges incurred as of the date of termination, all future charges due during the term of this Agreement and if applicable any costs caused by Customer’s early termination of the Agreement. Sections 4, 6, 8, 9, 12 shall survive termination of this Agreement.

3. Eligibility: Customer Equipment (workstations and servers) must meet minimum eligibility requirements in order to be eligible for a maintenance program. See Schedule D for minimum eligibility requirements. If a computer does not meet the minimum eligibility requirements Service Provider may provide the services necessary at service rates listed in Schedule B to achieve eligibility on the equipment. Service Provider to review equipment, either remotely or via photographs, advising Customer of inadequacies.

4. Payment Fees: Service Provider will charge Customer in advance for services unless an alternate payment schedule is set forth in Schedule B. Payment fees are due monthly for recurring fixed cost throughout the term of this Agreement. Service Provider will invoice Customer for additional work/ hours net-10 payment terms. Customer may complete payment to Service Provider via wire or bank automated payment (ACH), credit card, and debit card.
   • 4.1 Taxes: Amount payable by Customer hereunder do not include local, state, or federal sales, use, value-added, or other taxes based on the licenses or services provided under this Agreement or Customer’s use thereof. Customer will pay all such taxes as may be imposed upon Service Provider or Customer, except income taxes imposed on Service Provider by the federal, state, or local government therein. Customer will be invoiced for and Customer will pay any such taxes if Service Provider is required to pay them on Customer’s behalf.
   • 4.2 Failure to Pay: Customer acknowledges that its failure to pay on time, any of the fees payable hereunder, or any portion thereof, will be a material breach of this Agreement for which Service Provider may, in addition to pursuing all other remedies, withhold Services and/or terminate this Agreement.

5. Customer Responsibilities:
   • 5.1 Customer Authorized Contact: Customer will identify one individual to be Service Provider’s primary Customer contact and another individual to be the secondary contact as noted on Schedule A. Customer represents that these people have authorization to make decisions on behalf of Customer and may be relied upon by Service Provider when providing the services.
   • 5.2 Provision of Material and Services to Service Provider: Customer agrees to timely furnish at its own expense all personnel all necessary computer hardware software and related materials and appropriate and safe work spaces for purposes of Service Provider performing the Services. Customer will also provide Service Provider with access to all information passwords and facilities requested by Service Provider that is necessary for Service Provider to perform the Services. Access may be denied for any reason at any time, however, if access to information passwords or facilities is denied, Customer understands that the Service Provider may be unable to perform their duties adequately and if such a situation should exist, the Service Provider will be held harmless.
   • 5.3 Customer Responsibility for Equipment: Customer shall provide a suitable working environment for any Equipment located at Customer’s Such environment includes but is not limited to the appropriate temperature between 68 degrees and 78 degrees and humidity controls and properly conditioned electrical supply for each piece of Equipment located at Customer’s facility.
   • 5.4 Timeliness: Any timetable for the Services is dependent on timely receipt from Customer of all necessary items and authorization to be supplied by it. In the event of a delay in the delivery of any such items by Service Provider is followed in Section 6. “Proprietary Rights.”

6. Proprietary Rights:
   • 6.1 Service Provider’s Intellectual Property: The Parties agree that Service Provider may use pre-existing proprietary computer software methodology, techniques, software libraries, tools, algorithms, materials, products, ideas, skills, designs, know-how or other intellectual property owned by Service Provider or its licensors and Service Provider may also create additional intellectual property based thereon in the performance of the Services (all of the foregoing, the “Service Provider Intellectual Property”). Customer agrees that any and all proprietary rights to the Service Provider Intellectual Property as it existed as of the date thereof and as it may be modified or created in the course of providing the Services, including patent, copyright, trademark and trade secret rights to the extent they are available are the sole and exclusive property of Service Provider free from any claim or retention of rights thereto on the part of Customer, and Customer hereby assigns to Service Provider any rights it may have in any of the foregoing.
   • 6.2 Customer Rights to Deliverables. Service Provider hereby grants to Customer a perpetual, worldwide, royalty-free, non-exclusive, nontransferable, right and liens to use, execute reproduce, transmit, display, perform, create derivative works from, make have made sell and import deliverables provided hereunder, including such Service Provider Intellectual Property solely as it may be incorporated therein, only for its own internal business purposes and to provide service to its customers consistent with the purposes of the Services.
   • 6.3 Customer Data Ownership and Responsibility: Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of any data, information or material proprietary to Customer and provide or submitted by Customer to the Services in the course of using the Services (collectively, “Customer Data”), and Service Provider shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any customer data. Customer has and shall retain ownership of all customer data.

7. Relationship of Parties: Service Provider is an independent contractor. Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other This Agreement shall not be construed to create a joint venture or partnership between the parties.

8. Service Warranty: Service Provider represents that it has the qualifications and ability to perform the Services in a professional and lawful manner, without the advice, control, or supervision of the Customer. Service Provider warrants that it will perform the Services substantially in accordance with the specifications set forth in Schedule C. For any breach of the foregoing warranty, Service Provider will exercise commercially reasonable efforts to re- perform any non-conforming service that were performed within the ten (10) business day period immediately preceding the date of the Customer’s written notice to Service provider specifying in reasonable detail such non-conformance. If Service Provider concludes that conformance is impracticable, then Service Provider will refund all fees paid by Customer to Service provider hereunder, if any allocable to such nonconforming services.

9. LIMITATION OF LIABILITY: service provider is not liable for any indirect, special, punitive, exemplary, or consequential damages of any kind. service provider’s liability to customer on account of any acts or omission relating to this agreement shall be limited to proven direct damages in an aggregate amount not to exceed the lesser of $1,000.00 or the amounts paid by the customer for any services during the three-month period preceding the incident giving rise to the claim for damages. service provider is not liable TO customer on account of any acts or omissions related to this agreement whatsoever. these limitations apply regardless of what form of action whether in contract, warranty, strict liability or tort.

10. Mediation/Arbitration: Any disputes and/or controversies arising out of the terms and/or conditions of this Agreement or its interpretation shall be settled as follows: a voluntary step by all parties to mediate disputes/claims shall If unable to resolve through the mediation process, the dispute/controversy shall proceed to binding Arbitration in accordance with the rules of the American Arbitration Association and/or California Arbitration Act, and the judgment upon award may be entered in any court having jurisdiction thereof.

11. Force Majeure: Apart from Customer payment for service rendered, neither party shall be responsible for any failure to performance delay caused where such failure or delay is due to circumstances reasonably beyond the party’s control.

12. Confidentiality: “Confidentiality Information” means all nonpublic technical or business information, including the terms of this Agreement, disclosed by one party to the other party and marked as proprietary or which is of a nature or presented under circumstances that would cause one to reasonably conclude it should be treated as confidential. This provision shall survive the termination of the agreement,

13. Indemnity: Customer, shall indemnify and hold Service Provider harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Service Provider’s, its officers, agents or employees.

14. Insurance: Service Provider agrees to maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by Without limiting the foregoing to the extent this Agreement creates exposure generally covered by the following insurance policies, Service Provider will maintain at its sole cost and expense at a minimum the following Commercial General Liability including (i) bodily injury, (ii) personal injury, in an amount not less than One Million Dollars ($1,000,000) per occurrence, (iii) Business Automobile Liability for owned, hired and non-owned vehicles in an amount of not less than One Million Dollars ($1,000,000) for each accident; (iv) Workers Compensation at statutory limits and (v) Professional liability insurance coverage errors and omission and wrongful acts in the performance of the Services. Such insurance will bear a combined single limit per occurrence of not less than One Million Dollars ($1,000,000) and an aggregate limit of coverage of Two Million Dollars ($2,000,000). Service Provider to provide copy of above insurance certificate to Customer.

15. General:
    • 15.1 Entire Agreement: This Agreement together with its Schedules, which are hereby incorporated herein by this reference, contain all the agreements, representations, and understanding of the parties and supersedes any previous understanding, commitment or agreements oral or written with respect to the subject matter of this Agreement. To the extent there is any inconsistency between a term of this Agreement and a term of any Schedule, the terms of this Agreement will govern the performance of Services thereunder.
    • 15.2 Modifications: This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party that expressly state the sections of this Agreement to be modified; no other act, usage or custom will be deemed to amend or modify this Agreement. Each party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this section.
    • 15.3 Jurisdiction: This Agreement shall be governed by the laws of the State of California without regard to its choice of law provisions.

Schedule B

Monthly Recurring Charges

Plan: TEK Security Suite based on number of devices.

Monthly Recurring fees for Tek Security Suite: Fees are based on the actual number of active devices/workstations within the billing month.

TEK Security Suite

1. Endpoint Protection Features:
   1. Patch Management
   2. 24/7 Monitoring
   3. Spyware Cleanup
   4. Virus Protection
2. DNS Security Features:
   1. Web Security
   2. Content Filtering
3. Email Protection Features:
   1. Virus Protection
   2. Phishing Email Filter
   3. Spam Filter
   4. DLP and Compliance

Note: Customers may increase or decrease active device quantities at any time by submitting a request to ManagedTek’s support help desk.

Level 1 Support Description:

Support for recurring managed services due to outages.

Level 1 Response Times:

• First Response within 4 hr. business window
• Resolution time within 24 hr. business window