Legal

Master Services Agreement

This Master Services Agreement ("MSA") sets forth the general terms and conditions that govern all services provided by Cloud 9 Advisers, LLC (hereinafter "Adviser") to its clients. The specific details of each service engagement, including the scope of work, deliverables, and fees, will be defined in a separate Engagement Document, which, upon execution by the client, will incorporate and be governed by the terms of this MSA.

1. SCOPE OF AGREEMENT This MSA establishes the general terms and conditions for all services that Adviser may provide to a client. The specific details of each project or service engagement, including the scope of work, deliverables, and fees, shall be defined in a separate Engagement Document. Each Engagement Document will be executed by both parties and will be incorporated by reference into, and governed by, this MSA.

2. SERVICES PROVIDED Adviser offers a range of services designed to assist clients with technology procurement, strategy, and management. These services are categorized as follows, including but not limited to:

• Technology Sourcing & Brokerage: Acting as an agent to assist clients in identifying, researching, evaluating, and procuring technology and telecommunications solutions from the Adviser’s portfolio of suppliers and distributors.

• Direct Consulting & Advisory: Providing expert guidance and consulting services, including IT Leadership (CITSO), Readiness Evaluations, and other strategic advisory and consulting functions.

• Implementation Oversight: Assisting with project planning, coordination, and oversight of newly acquired services.

• Ongoing Lifecycle Management: Account management, recurring technology reviews, and enhanced escalation support for services acquired through the Adviser’s network.

3. FEES & COMPENSATION This section outlines the compensation structure for all services rendered under this Agreement.

3.1. Sourcing & Brokerage Services: For technology sourcing and brokerage services, the Adviser's primary compensation is paid by a third-party distributor or technology service provider as a commission. These services are provided at no direct cost to the client, contingent upon the client's selection and procurement of a solution from the Adviser's portfolio of suppliers, designating Cloud 9 as agent of record.

3.2. Direct Consulting & Other Services: For direct consulting, IT leadership, Readiness Evaluations, and other advisory products or services the client shall pay Adviser a fee as outlined in the applicable Engagement Document.

3.3. "Skin in the Game" Fee (Engagement Fee):

The client acknowledges that Adviser invests significant time, expertise, and resources into each engagement. To ensure mutual commitment and as a prerequisite for commencing a comprehensive engagement (such as Technology Sourcing & Brokerage), the client agrees to pay Adviser a one-time, non-refundable Engagement Fee. This fee will be specified in the Engagement Document, and is due upon the execution of the applicable document.

3.4. Invoicing for Quotes-Only: Should a client request proposals or quotes but elect not to procure a solution through the Adviser's network or engage with any of the Adviser's recommended suppliers, Adviser reserves the right to invoice the client for the time and resources invested. This fee shall be calculated as a fixed administrative fee as specified in the Engagement Document and is intended to cover the Adviser’s costs for work performed.

4. NON-CIRCUMVENTION The client understands and agrees that the business of Adviser involves, among other activities, introducing, participating, facilitating, and initiating transactions between its network of suppliers and clients. In consideration of the services provided, the client, its affiliates, representatives, and assigns shall not, directly or indirectly, circumvent, interfere with, avoid, or bypass the Adviser to enter into a direct or indirect relationship with any supplier introduced by the Adviser for a period of two (2) years from the date of such introduction.

5. CONFIDENTIALITY"Confidential Information" means any information disclosed by a party ("Disclosing Party") to another party ("Receiving Party"), either directly or indirectly, in writing, orally, or by inspection. This includes, but is not limited to, current vendor information, costs, solution designs, business plans, financial information, software, customer names, lists, data, employee information, network and security systems information, products, services, pricing, know-how, and trade secrets. All such information remains the exclusive property of the Disclosing Party. The Receiving Party shall protect Confidential Information with a reasonable degree of care, and in no event less than the same degree of care it uses to protect its own confidential information. The Receiving Party shall not disclose any Confidential Information, including but not limited to pricing, rates, quotes, or proposals, to any third party without the prior written consent of the Disclosing Party, except to its representatives and authorized third parties who have a need to know for the purpose of fulfilling the duties contemplated by this Agreement. The confidentiality obligations for trade secrets shall remain in effect indefinitely or as long as such information qualifies as a trade secret under applicable law.

6. CLIENT RESPONSIBILITIES To ensure the successful execution of any services and solutions, the client is responsible for:

• Providing timely access to systems, data, personnel, and documentation as required.

• Ensuring legal compliance in its use of the technology solutions, including any relevant regulations.

• Preserving, securing, and maintaining its data and systems.

• Timely execution of all necessary agreements and paperwork.

• Prompt and timely payment of any and all required fees, charges, and invoices, whether by Adviser or by any third-party supplier for services acquired under this Agreement.

• Exclusively utilizing Adviser’s approved suppliers for anything presented in an Engagement Document.

7. LIMITATION OF LIABILITY, DISCLAIMERS, AND INDEMNIFICATION

• Disclaimer of Warranties:ADVISER DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE PERFORMANCE, RELIABILITY, OR UPTIME OF ANY THIRD-PARTY TECHNOLOGY OR SERVICES. The functionality and ongoing operation of any third-party solution are the sole responsibility of their respective suppliers. Any support and maintenance by Adviser beyond the defined project scope are not included unless specified in a separate agreement.

• Limitation of Liability: In no event will Adviser be liable for any loss of profits, loss of use, incidental, indirect, or consequential damages of any kind or nature arising under or in connection with this Agreement or the Services, whether from contract, tort, or otherwise. Adviser’s aggregate liability arising out of or in connection with this Agreement and the Services shall not exceed the aggregate remuneration paid to Adviser by the client in connection with this Agreement and the Services.

• Indemnification: The client agrees to indemnify, defend, hold harmless, and save Adviser, its owners, employees, representatives, and assigns from and against all claims, suits, demands, causes of action, costs and expenses (including any attorney’s fees) arising out of or in connection with the services performed for the client or any act or failure to act by the client based upon the Services.

8. TERM AND TERMINATION This MSA shall remain in effect for the duration of the relationship between the parties where specific term and termination provision shall be determined by the Engagement Document.

9. GENERAL PROVISIONS

• Governing Law: This MSA is governed by the laws of the Commonwealth of Virginia.

• Entire Agreement: This Agreement, along with any executed Engagement Document, constitutes the entire understanding between the parties.

• Severability: In the event that any provision of this Agreement is held to be unenforceable or invalid, in whole or in part, nevertheless, all others shall remain enforceable and valid.

• Subcontractor: The Adviser shall be entitled to engage subcontractors to perform the Services or portions thereof.

• Other Clients: The client acknowledges and consents that Adviser may represent, assist, and/or consult other clients, including competitors of the client, who may have an interest in the Services.

• Modification: No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

• Reputation Protection: At no time shall either Party, its employees, representatives, affiliates, or assigns, make any statements or take any other actions whatsoever to attack, criticize, disparage, defame, sully, compromise, or otherwise injure the goodwill, name, brand, or reputation of the other Party.

• Dispute Resolution: This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. If a dispute arises out of or relates to this Agreement or the breach thereof, and if the dispute cannot first be settled through negotiation, the parties agree to try in good faith to settle the dispute by mediation. If mediation efforts are unsuccessful, any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration.

• No License: Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trademark, trade secret, or other intellectual property rights of the other party, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information except as expressly set forth herein.

• Notices and Signature: All statements, requests, notices, and agreements hereunder shall be in writing and delivered electronically.

• Authorized Signatory: Each Party represents and warrants that its signatory is and has been duly authorized by all necessary action to execute this Agreement.

• Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations if such failure or delay is due to a Force Majeure Event, such as acts of God, war, or labor disturbances.

• Non-Waiver: The failure of either party to enforce any provision of this MSA shall not be construed as a waiver of that provision.