This Master Services Agreement ("MSA” or “Agreement”) is made and entered into by and between Cyber Husky Inc., a South Carolina corporation, with a mailing address of 4000 Faber Place Dr, Ste 300, North Charleston, SC 29405 (hereinafter "Company" or “Service Provider”), and [Company Name], a South Carolina organization, with a mailing address of [Address] (hereinafter "Client").

Attached to this MSA as Exhibit A, and incorporated by reference, is a Managed IT Services Agreement between the parties.

Purpose

The purpose of this Agreement is to establish the terms and conditions under which Company will provide managed IT services ("Services") to Client as part of an ongoing managed services relationship.

Scope of Work

Cyber Husky will provide the services outlined below. Should Client desire to modify or add services, this MSA will be modified accordingly. All new or different terms will require signatures from both parties in order to be effective and enforceable.

Description of Managed IT Services:

Services included are:

• Monitoring and Management of Infrastructure

• User Management

• Cloud Management

• Endpoint Security and Security Awareness Training

• VoIP and IoT Management

• Patch Management

• IT and Cybersecurity Policy Governance

• Disaster Recovery

• Hardware Procurement

• Spam/Phishing Filtering and Data Loss Prevention

• Helpdesk

• Virtual Chief Technology Officer (vCTO)

Full descriptions of Cyber Husky’s Managed IT Services can be found here.

Full descriptions of Cyber Husky’s Managed Cybersecurity Services can be found here.

These services are subject to change based on Client needs and requests. Any changes must be agreed to by both parties in writing. By accepting this MSA, you are also acknowledging that you have read the full descriptions hyperlinked above.

Cost of Services

The cost of services described above shall be defined in the Managed IT Services agreement based on a variety of factors including but not limited to user count, endpoint count, and term length. If the number of users changes, the monthly cost will increase/decrease accordingly. The Company will evaluate the number of users at the end of each month during invoicing. While the total cost may fluctuate based on users, endpoints, & environment size, the cost per endpoint or cost per user is locked in for the term length defined in the Managed IT Services Agreement.

Terms and Conditions

Term

This Agreement shall commence on the effective date documented in the Managed IT Services Agreement and shall remain in effect for the duration documented in the Managed IT Services Agreement ("Initial Term"). During the Initial Term, this Agreement may only be terminated as outlined in sections 3.2 and 3.3. Upon the conclusion of the Initial Term, this Agreement will automatically renew for an additional term that is the same length as the Initial Term unless terminated by either party with sixty (60) days' prior written notice. The service provider agrees to reach out to the client 90 days prior to the term ending and discuss renewal options.

Termination for Convenience

Either party may terminate this Agreement at any time for convenience by providing sixty (60) days written notice to the other party. In the event of such termination, the Client shall pay Cyber Husky for all services performed and expenses incurred up to the effective date of termination. If the Client terminates for convenience before the end of a fixed term specified in the Managed IT Services Agreement, the Client shall also pay the remaining fees that would have been payable under the Managed IT Services Agreement for the remainder of the term.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach. In the event of termination for cause by Cyber Husky, the Client shall pay Cyber Husky for all services performed and expenses incurred up to the effective date of termination. If Cyber Husky terminates for cause, the Client shall also pay any fees as described in Section 3.

Effect of Termination

• Upon termination or expiration of this Agreement for any reason:

• Outstanding Payments: The Client shall promptly pay Cyber Husky for all services rendered and reimbursable expenses incurred through the effective date of termination.

• Return of Property: Each party shall return or destroy the other party's confidential information, proprietary materials, and any other property belonging to the other party, unless otherwise agreed in writing.

• Survival: The provisions of this Agreement that by their nature extend beyond the termination or expiration of this Agreement shall survive and remain in effect until fulfilled, including but not limited to provisions regarding payment, confidentiality, intellectual property, and indemnification.

Payment and Expenses

Invoicing

Cyber Husky will invoice the Client at the beginning of each month for the services provided under this Agreement and any applicable Statements of Work (SOWs). Invoices will be delivered to the Client via email or any other mutually agreed-upon method. The Client agrees to promptly notify Cyber Husky of any discrepancies or disputes regarding the invoice within seven (7) days of receipt. If no such notification is received within this period, the invoice will be deemed accepted by the Client. Payment is accepted via ACH transfer.

Late Payments

Payment for each invoice is due within twenty-eight (28) days from the date of the invoice. If the Client fails to make any payment by the due date, Cyber Husky reserves the right to charge interest on the overdue amount at a rate of 2% per month (or the highest rate permitted by law, if lower), calculated from the date such payment was due until the date payment is received. In addition to interest charges, the Client shall be responsible for all costs of collection, including reasonable attorney's fees and court costs, incurred by Cyber Husky in collecting any overdue amounts.

Suspension of Services

In the event of any overdue payments, Cyber Husky reserves the right to suspend or terminate the provision of services under this Agreement and any applicable SOWs until all outstanding amounts are paid in full. Cyber Husky will provide the Client with written notice before suspending services due to non-payment. Suspension of services does not relieve the Client of its obligation to pay any outstanding fees and charges.

Travel and Expenses

The Client agrees to reimburse Cyber Husky for all reasonable and necessary travel expenses incurred by Cyber Husky’s employees, contractors, or consultants ("Personnel") in connection with the performance of services under this Agreement or any applicable Statement of Work (SOW). Travel expenses may include, but are not limited to, transportation, lodging, meals, and incidental expenses. All travel expenses must be pre-approved by the Client in writing before they are incurred. However, travel within the Charleston, South Carolina metropolitan area for local clients will not be charged to the Client.

Disputed Invoices

If the Client disputes any portion of an invoice, the Client must notify Cyber Husky in writing within seven (7) days of receipt of the invoice, providing detailed documentation supporting the dispute. The Client shall timely pay the undisputed portion of the invoice. The parties will work in good faith to resolve the disputed portion promptly. If the dispute is resolved in favor of Cyber Husky, the Client shall pay the disputed amount within ten (10) days of resolution.

Responsibilities

Client Responsibilities

Client shall provide Cyber Husky with access to necessary systems, software, and personnel to perform the services. Additionally, Client must maintain appropriate security measures for the systems and data under management and ensure timely cooperation in service delivery. Cyber Husky will not be responsible for system failures or security failures due to factors within Client’s control.

Facilities

The Client agrees to provide suitable workspaces and facilities necessary for the Personnel to effectively perform their duties while on-site. These workspaces shall include but are not limited to, desks, chairs, internet access, and any other office equipment or resources reasonably necessary to carry out the services. The Client shall ensure that the provided workspaces comply with all applicable health, safety, and accessibility regulations and standards. The Client shall maintain a safe working environment for Cyber Husky’s Personnel and promptly address any safety concerns raised by Cyber Husky. The Client agrees to indemnify and hold harmless Cyber Husky and its Personnel from any claims, damages, or liabilities arising from the condition of the Client’s facilities, except to the extent caused by the gross negligence or willful misconduct of Cyber Husky or its Personnel.

Intellectual Property rights

Each Party affirms that it owns or has adequate legal rights to use all intellectual property, technology, and other proprietary or confidential information that it furnishes to the other Party; and grants to the other Party a license to utilize its intellectual property to the extent necessary to carry out the terms of this Agreement.

Confidentiality

Confidential Information

For the purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or confidential information, whether in written, oral, electronic, or other form, that is disclosed by one party to the other party in connection with this Agreement. Confidential Information includes but is not limited to, business plans, financial data, customer information, technical information, software, trade secrets, and any other information that is marked or otherwise identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or by a governmental authority.

Use and Disclosure

The Receiving Party agrees to use the Confidential Information solely for the purposes of performing its obligations under this Agreement and shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted by this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know such information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations at least as stringent as those set forth in this Agreement. The Receiving Party shall be responsible for any breach of these confidentiality obligations by such persons.

Protection of Confidential Information

The Receiving Party shall take all reasonable measures to protect the confidentiality and prevent unauthorized use or disclosure of the Confidential Information. Such measures shall be at least as stringent as those the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information of which it becomes aware and shall cooperate with the Disclosing Party in any efforts to prevent or mitigate such unauthorized use or disclosure.

Return or Destruction of Confidential Information

Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party in its possession or control, including all copies and derivatives thereof, and shall certify in writing to the Disclosing Party that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information in its confidential files for the sole purpose of ensuring compliance with its obligations under this Agreement.

Injunctive Relief

The parties acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or mitigate any unauthorized use or disclosure of its Confidential Information.

Dispute resolution

• Should any disputes arise relating to the execution or interpretation of this Agreement, the parties agree to use good-faith efforts to resolve them through negotiation, and if requested by either party in writing after at least 30 days of negotiation, mediation conducted by a neutral third party agreed upon by the parties. The mediation shall be held virtually or in a location mutually agreed by the parties. If the parties are unable to agree on a mediator, each party shall select one mediator, and the mediator selected by the parties shall select a third. The cost of the mediation shall be borne equally by both parties, and each party shall bear its own attorneys’ fees and related costs. Each party commits (i) to having a representative with settlement authority conduct or participate in the mediation, (ii) to participate in the mediation in good faith, and (iii) if the mediation is successful in resolving the dispute, to reduce the settlement to a formal writing within 14 days of the conclusion of the mediation.

• To the extent the dispute is not settled by mediation within 30 days of the commencement of the mediation, or such further period as the parties shall hereafter agree in writing, then the dispute or any unresolved portion thereof shall be referred to and finally resolved by binding arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be held virtually or in a location mutually agreed by the parties, or if no location is mutually agreed within 14 days of the selection of an arbitrator. If the parties are unable to agree on an arbitrator, each party shall select one arbitrator, and the arbitrators selected by the parties shall select a third. Judgment may be entered upon the arbitral award in any court of competent jurisdiction. The prevailing party in the arbitration shall be entitled to recover reasonable attorney’s fees and costs in connection therewith. The determination by the arbitrator shall be final, binding, and conclusive upon the parties, and shall be rendered in such form that it may be judicially confirmed under the laws of the State of South Carolina.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit, recruit, or encourage any employee, contractor, consultant, or client of Cyber Husky to leave their employment or engagement with Cyber Husky, nor shall the Client hire or engage any such employee, contractor, consultant, or client who has left the employment or engagement of Cyber Husky within the preceding twelve (12) months. If the client breaches this clause and hires an employee, contractor, or consultant of Cyber Husky before the 12- month period is over, the client is required to pay Cyber Husky an amount equal to 1 year of that individual’s pay at Cyber Husky.

Limitation of Liability

General Limitation

THE SERVICE PROVIDER'S TOTAL LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

Exclusion of Indirect Damages

In no event shall the Service Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, revenue, business interruption, or cost of cover, even if the Service Provider has been advised of the possibility of such damages. This exclusion applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

Specific Service Limitations

The Service Provider shall not be liable for:

• Incidents or damages that result from factors outside the reasonable control of the Service Provider, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

• Any unauthorized access to or alteration of Client's transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service Provider’s service.

• Any loss or damage related to the Client’s failure to implement and maintain adequate security measures, backup systems, or other precautions to safeguard against potential risks.

Basis of the Bargain

The Client acknowledges that the Service Provider has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

Acknowledgment

The Client acknowledges that the Service Provider is not an insurer. The fees payable to the Service Provider reflect the allocation of risk set forth in this Agreement and are not related to the value of the Client's property or the potential extent of any loss or damage to such property. The Client agrees to obtain adequate insurance coverage to cover any potential loss or damage that may arise under this Agreement.

Indemnification

Indemnification by the Client

The Client agrees to indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from any claim, suit, action, or proceeding (collectively, "Claims") related to or arising out of:

• The Client's use of the services provided under this Agreement, except to the extent such Claims result directly from the Service Provider's gross negligence or willful misconduct.

• The Client's breach of any representation, warranty, or obligation under this Agreement.

• Any negligence or more culpable act or omission (including recklessness or willful misconduct) by the Client or its personnel.

• Any infringement or alleged infringement of any intellectual property rights of a third party arising out of or related to the Client's use of the services or any materials provided by the Client.

Procedure for Indemnification

Upon the occurrence of any Claim for which the Service Provider seeks indemnification under this provision, the Service Provider will:

• Promptly notify the Client in writing of the Claim. Any failure or delay in providing such notice shall not relieve the Client of its obligations under this section, except to the extent that the Client is materially prejudiced by such failure or delay.

• Provide reasonable cooperation to the Client, at the Client’s expense, in the defense of such Claim.

• Allow the Client to control the defense and settlement of the Claim, provided that the Client may not settle any Claim in a manner that admits guilt or liability on the part of the Service Provider without the Service Provider's prior written consent, which shall not be unreasonably withheld or delayed.

Limitation on Indemnification

Notwithstanding anything to the contrary in this Agreement, the Client's obligation to indemnify, defend, and hold harmless shall not extend to any Claims resulting from the Service Provider's own gross negligence or willful misconduct.

Governing law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings or agreements, whether written or oral. This Agreement may not be amended or modified except in writing signed by both parties.

Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. In the event of a force majeure event, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the effects of the event.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Waiver

No waiver by either party of any breach or default of any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

Notices

Any notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail (return receipt requested, postage prepaid), or sent by a recognized courier service, to the addresses specified by the parties in writing.