MASTER SERVICES AGREEMENT

Effective Date:   November 24, 2024

This Master Services Agreement (“Agreement”) is made by and between Computing Technology Solutions, LLC (“CTS”) with a principal business address at 2033 N. Milwaukee Ave, Suite 351, Riverwoods, IL 60015 and the person or entity placing an order for or accessing the CTS Services as defined herein (“Client”). This Agreement consists of the terms and conditions set forth below and any attachments, addenda or exhibits referenced in the Agreement, and any Order Forms that reference this Agreement.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY EXECUTING AN ORDER FORM REFERENCING AND INCORPORATING THIS AGREEMENT, CLIENT IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CLIENT SHOULD NOT EXECUTE AN ORDER FORM WITH CTS OR OTHERWISE ACCESS THE SERVICES. CLIENT AGREES THAT THIS AGREEMENT IS ENFORCEABLE TO SAME EXTENT AS ANY EXECUTED WRITTEN AGREEMENT.

BACKGROUND

1. CTS is technology services provider that provides certain IT professional and/or managed services, web development, and cybersecurity offerings to its clients.
2. Client is interested in purchasing from CTS the specific services described in one or more Order Forms (as defined herein) pursuant to the terms of this Agreement.

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

AGREEMENT

1. Services. 
1. Statements of Work. For each engagement between CTS and Client, the services to be performed by CTS for Client (the “Services”) will be set forth in a statement of work quote, proposal, or other ordering document (collectively, “Order Form”) as mutually agreed upon by the parties (each an “Order Form”). Each Order Form will be deemed to encompass and incorporate the terms and conditions set forth in this Agreement and is expressly made a part of this Agreement. Any Services outside the scope of an existing Order Form must be the subject of an amendment to an existing Order Form or a new Order Form, in either case as agreed upon by the parties in writing. CTS has no obligation to perform any services not set forth and agreed upon in writing by CTS as Services pursuant to an Order Form. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions contained in any particular Order Form, the terms and conditions of the Order Form will prevail.
2. Location. The Services will be rendered remotely, at Client’s facilities, at CTS’s offices, or at other suitable locations mutually agreed by CTS and Client, in each case as identified under the Order Form. If no location is stated in the Order Form, the Services will be performed remotely. 
3. Subcontractors. CTS may utilize third party agents, contractors, and/or subcontractors (collectively “Subcontractors”) in performing the Services, provided however, CTS will remain responsible for all work performed by such Subcontractors. 
4. Personnel. CTS is solely responsible for recruiting, hiring, and training all individuals it selects to perform the Services. CTS personnel will possess the skills and expertise necessary to provide the Services in accordance with the terms of this Agreement. CTS is responsible for all Services performed by its personnel. 
2. Client Obligations. 
1. General Access. Client shall promptly provide CTS and its Subcontractors with sufficient physical and/or remote access to Client’s (or its licensor’s) network, systems, data, software, documentation, hardware, facilities, and other materials (“Client Materials“) as necessary for CTS to perform the Services. Client shall ensure that all licenses, consents, and permissions secured by Client for CTS’s use of the Client Materials are sufficient to protect CTS from any claims of intellectual property infringement or misappropriation with regard to use of such Client Materials. 
2. Cooperation. Client shall reasonably cooperate with CTS as necessary for CTS to perform the Services. Client shall make available knowledgeable Client personnel who have authority to make decisions that affect the Services. Client shall promptly provide all approvals, and other information necessary for CTS to perform the applicable Services. The Client will ensure that all necessary prerequisites to the performance of the Services, including access to necessary internal resources, network credentials, licenses, access badges, are made available to CTS.
3. Other Responsibilities. The following are Client’s sole responsibility:
1. securing all required licenses, approvals and permits;
2. providing a safe work environment with sufficient space and all needed resources for any Services performed onsite at Client’s premises;
3. the accuracy, quality, integrity and legality of Client Materials and Client Materials (each as defined below);
4. purchasing or licensing Client Materials at Client’s sole cost and expense and complying with any applicable terms, conditions and licenses as required by such third party; and
5. maintaining all third party service contracts for the licensing, maintenance and support of the Client Materials and their related components.
4. Security and Notifications. Unless expressly agreed otherwise in an Order Form, Client is solely responsible for safeguarding facility access, access to data, implementing and maintaining a security program, network security, and maintaining a business continuity plan. Client shall promptly notify CTS in writing of any of the following as relevant to the Services:  (i) outages, interruptions, damages, or other failures of Client’s information technology infrastructure, including any of Client’s Materials; (ii) known or suspected security or data breaches; and (iii) modification, installation or services performed on Client’s network or to Client’s Materials.
5. Failure to Comply. If Client does not comply with any of its responsibilities set forth in this Agreement, then Client agrees that CTS is relieved of its obligations to provide Services to the extent CTS is reasonably unable to do so and additional charges may apply to the extent there is a change to the Services, personnel, timelines, or materials due to such Client failure. Further, without limiting the generality of the foregoing, if Client causes delays such that the Services cannot be performed or completed for more than sixty (60) days, then CTS may terminate the applicable Order Form on written notice with no further obligation to Client hereunder and all fees set forth in the Order Form and this Agreement shall immediately become due and payable by Client.
6. Restrictions. Client shall not, nor permit any third party to (unless expressly permitted in the Order Form or third-party terms and conditions):  (i) decompile, reverse engineer, disassemble, reproduce, copy, translate, distribute or modify the CTS’s Materials or Third-Party Materials, or attempt to derive or access the source code thereof; (ii) resell, lease, sublicense or otherwise transfer or make CTS’s Materials or Third-Party Materials available to a third party; or (iii) alter or remove any copyright or proprietary rights’ notices or legends appearing on or in CTS’s Materials or Third-Party Materials.
3. Ownership. 
1. CTS Licensed Software.  As between the parties, CTS  owns and shall continue to own all right, title and interest in and to any software, documentation, cloud services, scripts, code, and other similar materials, including all intellectual property rights therein, owned or licensed (from a third party) by CTS or its subcontractors (“CTS Licensed Software“). Nothing in this Agreement shall be construed as CTS transferring ownership of its CTS Licensed Software to Client. If Client purchases or licenses certain CTS Licensed Software, additional terms may apply and will be provided to Client in the Order Form or otherwise in writing.  With respect to CTS Licensed Software, the following license terms shall apply unless otherwise stated in the applicable Order Form:  Subject to Client’s compliance with the applicable terms, CTS provides a non-exclusive, non-transferable, terminable, limited license during the Term (unless another timeframe is agreed to in writing) for Client to use the applicable CTS Licensed Software solely for Client’s internal business purposes. CTS may replace any CTS Licensed Software, or components thereof, at CTS’s discretion.  
2. CTS Materials. Unless expressly agreed upon in an applicable Order Form, CTS will have the sole and exclusive right, title and ownership to any and all deliverables and work product and all related ideas, concepts, or other intellectual property rights related in any way to such deliverables and work product, along with the techniques, knowledge and processes used in delivering the Services provided under this Agreement and the applicable Order Form (“CTS Materials”), except to the extent the same includes any Client’s Confidential Information, which Client Confidential Information remains the property of Client.  Subject to the payment in full of any applicable fees, CTS grants to Client a perpetual, paid-up, royalty-free, non-exclusive license to use CTS Materials delivered to Client under this Agreement to carry out the purposes of this Agreement. For clarity, CTS Materials does not include CTS Licensed Software or CTS Equipment (as defined below). Client is not permitted to resell any CTS Materials, but may use the same for Client’s internal business purposes.
3. License to Client Materials. Client grants to CTS a non-exclusive right and license, during the Term, for CTS to use, reproduce, modify, and create derivatives of Client Materials as necessary for CTS to perform the Services, and permits the same of its Subcontractors.
4. Third-Party Products. CTS may (a) purchase on behalf of Client (with Client’s prior approval), (b) recommend or specify as part of the Services that Client purchase, or (c) provide Services in connection with, certain  hardware and/or equipment  owned or manufactured by a third-party (“Third-Party Product(s)”). Client hereby consents to CTS sharing with the owner, manufacturer, licensor, or reseller of such Third-Party Product (“Third-Party Provider”) that information of Client which is required in order to install or procure such Third-Party Product. Client acknowledges that CTS’s recommendation of a Third-Party Product is intended to be used only as guidelines. Client’s remedies with respect to a Third-Party Product will be limited to whatever recourse may be available against the Third-Party Provider. Without limiting the generality of the foregoing, if an Order Form provides for CTS to install or procure any Third-Party Product, any warranties of CTS relate to and are applicable to CTS’s Services only, not to such Third-Party Product. The performance of, and all warranties applicable to, a Third-Party Product shall be governed exclusively by the Third-Party Provider’s warranty and CTS shall not have any liability for the foregoing.
5. Feedback. CTS is and shall remain the sole and exclusive owner of all right, title and interest in and to, and shall be permitted to use and disclose without restriction any feedback, suggestions or ideas relating to the Services (“Feedback”) and such Feedback will not be considered Client Confidential Information. 
6. Residual Knowledge. It is understood that CTS will be free to use its general knowledge, skills, and experience outside the scope of this Agreement. Except as to the restrictions regarding Confidential Information, Client acknowledges and agrees that nothing in this Agreement or any Order Form will impair CTS’s right to perform services related to the same or similar technologies and functions as the Services contemplated by this Agreement or any Order Form for any other customer.
4. CTS Equipment. 
1. Ownership & Return of Property. Client acknowledges and agrees that CTS retains full ownership and title of any and all hardware or equipment CTS furnishes to Client (“CTS Equipment”), regardless of possession. Client shall not make any alterations, additions, or replacements to the CTS Equipment. CTS Equipment may not be assigned, sold, transferred, pledged, or otherwise disposed of, rented, or lent by Client.  Furthermore, during the Term, CTS shall retain ownership of the administrative passwords, backups, data residing on CTS Equipment and shall not release these access credentials, or data until all payments for any Services is received by CTS.  If this Agreement is terminated by either party, Client shall return all CTS Equipment to CTS within ten (10) business days after the date on which termination is effective or such other time frame as may be agreed upon by the parties. 
2. UCC Statements. Client irrevocably appoints CTS as Client’s attorney-in-fact for the purpose of signing, authenticating, and filing at any time any UCC financing statements and other governmental filings and amendments thereto that CTS deems reasonably necessary or proper to secure or protect CTS’s interest in the CTS Equipment in all applicable jurisdictions. To the fullest extent permitted by applicable law, Client waives any and all rights and remedies conferred upon Client by Article 2A of the Uniform Commercial Code and any rights now or hereafter conferred by statute or otherwise to recover incidental or consequential damages from CTS as further set forth in Section 10 below. 
3. Maintenance and Repair by CTS. Client acknowledges and agrees that CTS Equipment is to be maintained or serviced only by CTS, without exception. 
4. No-Tampering & Security Breach.  Client, its employees, agents, members, or third-party contractors shall not tamper, attempt repair or service, or otherwise alter CTS Equipment. Any of the aforementioned conduct will be identified as a breach of security by the CTS. A breach of security so identified will be deemed as Client’s material breach of this Agreement and CTS will be entitled to seek all remedies available at law or in equity.  
5. CTS’s Right to Self-Help Recovery of CTS Equipment. If Client defaults, or if this Agreement is terminated by either party, then Client shall grant CTS reasonable access to Client’s premises to remove all of CTS’s Equipment, and all efforts to recover such property will be deemed consensual and not a trespass. Client agrees to fully cooperate and will not interfere in CTS’s efforts to recover CTS Equipment. 
6. Embedded Software. To the extent the CTS Equipment contains, consists of, or embeds software in any form, such software is licensed and not sold to Client. As between CTS and Client, CTS owns all right, title, and interest in and to such software. CTS grants to Client a perpetual, terminable, non-exclusive right to use the software solely for its intended operation with the CTS Equipment in accordance with its Documentation. 
7. Pricing. The applicable pricing, quantity, and other leasing details for CTS Equipment shall be set forth in an applicable Order Form. 
5. Confidentiality.
1. Confidentiality Information. “Confidential Information” means the confidential or proprietary information of a party (including its Affiliates, Subcontractors, vendors and licensors, respectively) disclosed or made available to the other party, including without limitation (i) this Agreement, (ii) all information clearly identified as confidential or proprietary by either party, (iii) a party’s business, operational, financial, technical, product, customer, employee or vendor information, and (iv) any other information which a party should reasonably know to be confidential by the nature of the information or the nature or context of the disclosure. Client Materials are Client’s Confidential Information and CTS Materials are CTS’s Confidential Information. “Confidential Information” excludes information which:  (i) is or becomes a part of the public domain through no act or omission of the receiving party, (ii) was in the receiving party’s lawful possession prior to the disclosure by the disclosing party and had not been obtained by the receiving party either directly or indirectly from the disclosing party, (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or (iv) is independently developed by the receiving party through no use of the disclosing party’s Confidential Information.  
2. Limited Use and Disclosure. Each party shall protect the confidentiality of the other party’s Confidential Information using reasonable care, only disclosing it to those affiliates, contractors, agents, and employees with a need to know to perform under the Agreement and who have been informed of and agree to the confidentiality provisions herein. Each party shall not disclose the other party’s Confidential Information to any third parties without the disclosing party’s prior written consent; if such consent is granted, disclosure shall not occur until such third party has signed a confidentiality agreement with terms at least as protective as set forth herein. Notwithstanding the foregoing, CTS may disclose Client’s Confidential Information to its Subcontractors performing pursuant to this Agreement, the hosting provider, and CTS’s attorneys and accountants, so long as such third parties are subject to an obligation of confidentiality. Except as expressly stated elsewhere in this Agreement, the only purpose for which the disclosing party’s Confidential Information may be used by the receiving party is for the receiving party to perform its obligations or exercise its rights under the Agreement. Each party shall promptly provide written notice to the other of any known or suspected breach of the other party’s Confidential Information. It is not a breach of confidentiality for CTS to publicly refer to Client as its customer, including online and in marketing materials, and to disclose high-level information pertaining to Client’s use of the Services that does not disclose any Client Materials or other Confidential Information. 
3. Disclosures Required by Law. If compelled by applicable law or court order to disclose the other party’s Confidential Information, then, to the extent legally permitted, the receiving party shall:  (a) provide the disclosing party prior written notice with sufficient time to challenge the request or seek a protective order, and (b) only disclose the minimum amount of the disclosing party’s Confidential Information necessary to comply with the applicable law or court order. 
4. Effect of Termination. Upon request, at termination or expiration of the Agreement the receiving party will promptly destroy or return to the disclosing party all of the disclosing party’s Confidential Information, including all copies, whichever is requested, and upon request certify in writing that the receiving party has complied with the requirements of this provision. 
5. Injunctive Relief. Violation of this confidentiality section may cause irreparable harm to the disclosing party and as such, the disclosing party is entitled to seek an injunction or other equitable relief for any breach or threatened breach of this section without the need to post bond or other security, or the need to prove actual damages. 
6. Survival. The confidentiality terms in this Agreement shall survive the termination or expiration of the Agreement for three (3) years thereafter, except that trade secrets identified as such shall remain confidential for so long as they qualify as a trade secret under applicable law.
6. Fees & Compensation. 
1. Fees. Client shall pay to CTS for the Services provided by CTS hereunder as specified in an applicable Order Form. The fees for Services agreed to be provided on a fixed price basis and the rates for any Services agreed to be performed on a time and materials basis shall be as set forth in the applicable Order Form. All fees will be invoiced and paid in U.S. dollars. Except as expressly stated otherwise in this Agreement, fees are non-refundable and non-cancelable. 
2. Invoicing and Payment. Unless otherwise stated in the Order Form, Client will be billed (i) monthly in advance for fixed price Services; and (ii) monthly in arrears for fees for the immediately preceding month for time and materials Services. All payments are due net thirty (30) days from the date on the applicable invoice, with no right of setoff. 
3. Fee Increases. After the Initial Term (defined below) but not more than once per year, CTS may increase fees in any Order Form upon 30 days’ prior notice.
4. Late Payments. For any payments not made by the due date, CTS may assess late payment interest on past due amounts of the lesser of 1.5% per month or the highest percentage permitted by applicable law, which shall accrue from the date payment is due until the date CTS receives payment in full. Client shall be liable for all attorneys’ fees and collections costs and expenses incurred by CTS in collecting amounts due. CTS may set-off amounts owed to it hereunder.
5. Taxes. All charges are exclusive of taxes. Client shall be responsible for payment of all applicable sales, use, excise and other taxes and duties imposed on the Services, excluding any taxes relating to the income of CTS or payments made to CTS’s employees. 
6. Expenses. Client shall reimburse CTS for all reasonable, pre-approved travel and out-of-pocket expenses incurred in performing the Services at CTS’s actual cost. 
7. Term and Termination.
1. Term. This Agreement shall begin upon the acceptance of an Order Form and will continue for the initial term of twelve months, unless otherwise identified in an applicable Order From (“Initial Term”). Unless otherwise agreed upon in an Order Form, this Agreement shall automatically renew for periods of twelve months (each a “Renewal Term”) unless either party gives written notice to the other party at least thirty (30) days before the end of the Initial Term or the then current Renewal Term of its intention not to renew the Agreement. The Initial Term and any Renewal Terms are the “Term.”
2. Suspension. CTS may immediately suspend any or all of the Services, including the provision and maintenance of any third party service contracts,  if:  (i) any payments are more than thirty (30) days past due; (ii) CTS believes in good faith that the Services are or will violate applicable law; or (iii) if CTS is not able to perform the Services due to Client’s failure to comply with its obligations hereunder. 
3. Termination for Convenience. Client may terminate the agreement for convenience and without cause during the first ninety (90) days after the Effective Date of this Agreement. Thereafter, the Agreement may only be terminated for cause pursuant to Section 6(d). 
4. Termination for Cause. Either party may terminate this Agreement or any individual Order Form hereunder for cause on account of a material breach of the Agreement by the other, provided however that such termination will not be effective until the non-breaching party has given written notice to the breaching party thirty (30) days prior to the proposed termination date and the breaching party has failed to cure the material breach within such cure period. Notwithstanding the foregoing, either party may terminate this Agreement immediately if a party becomes insolvent (generally unable to pay its debts as they become due) or the subject of a bankruptcy, conservatorship, receivership, or similar proceeding, or makes a general assignment for the benefit of its creditors. 
5. Effect of Termination. In the event of termination or expiration, CTS will be entitled to payment for Services actually rendered to the effective date of termination, including expenses incurred or committed for such Services. Upon termination, each party will return, or at its option destroy, any property or Confidential Information of the other party. The receiving party will nevertheless be entitled to retain: (a) archival copies of Confidential Information kept in accordance with its normal document retention and computer backup policies, provided that the receiving party will continue to protect the confidential nature of such information; and (b) one copy in the office of its legal counsel, if applicable, for record purposes only.
6. Rights Not Affected. Client acknowledges that CTS has relied on Client’s commitment to purchase Services for the full  length of the Term and the applicable Order Form(s) under this Agreement, and has (a) foregone work for other Clients in reliance on such commitment, and (b) established pricing under the Order Form(s), in part, based on the term length of such commitment. Therefore, in the event Client terminates this Agreement and/or an Order Form other than pursuant to Section 6(c) (for cause) of this Agreement, in addition to any other remedies that CTS has in contract, law or equity, Client will immediately pay to CTS those amounts CTS owes as severance pay to employees or Subcontractors whose work is terminated due to Client’s early termination in breach of this Agreement, such amounts to be liquidated damages and not a penalty. All provisions of this Agreement that by their nature are intended to extend beyond the termination or expiration of this Agreement for any reason shall survive the termination or expiration of this Agreement.
8. Indemnification. Each party will indemnify and save harmless the other, its partners, agents, contractors and employees from all liability or expense (including but not limited to reasonable attorney fees and costs of investigation and defense) resulting from bodily injury to any person (including injury resulting in death) arising out of the performance of this Agreement to the extent such injury is due to the negligence of that other party, its employees, or agents. In addition, Client will indemnify, defend and hold harmless CTS and its partners, agents, contractors and employees from any losses, liabilities, damages, fees, fines and expenses (including but not limited to reasonable attorney fees and costs of investigation and defense) arising from or incurred as a result of any third party claim, allegation, lawsuit or demand arising from or based upon CTS’s use of or access to any Client Materials as provided by Client.  
9. Warranties. 
1. Mutual Representations. Each party represents to the other that:  (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this Agreement; (ii) the person executing and delivering this Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this Agreement constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each such party’s obligations do not breach any contract between such party and any third party.
2. CTS Limited Services Warranty. CTS warrants that all Services will be performed in a professional and workmanlike manner by qualified personnel and in accordance with generally accepted industry standards. This limited warranty will be in effect for a period of thirty (30) days from the completion of the applicable Services (the “Warranty Period”). If during the Warranty Period CTS receives prompt written notice from Client that the Services do not conform with the limited warranty set forth in this provision, CTS will, at CTS’s sole option and expense, promptly re-perform any Services that fail to conform to the warranty herein or refund to Client the fees paid for the non-conforming Services. This limited warranty excludes occurrences, damages, malfunctions or other failures caused by:  (i) misuse, abuse, or improper actions of a party other than CTS or its Subcontractors; (ii) Client’s failure to follow CTS’s instructions or recommendations, including but not limited to, with respect to installation, operation or maintenance, including with respect to end-of-life or end-of-support software or hardware; (iii) Client’s failure to permit CTS to install recommended patches or updates; and (iv) Client’s failure to conform to a standard, monthly maintenance schedule.  THE FOREGOING STATES CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND CTS’S SOLE AND EXCLUSIVE LIABILITY, FOR SERVICES WARRANTY CLAIMS.
3. Client Warranty. Client represents and warrants that it has all rights and licenses necessary to permit CTS and its Subcontractors to use the Client Materials as set forth in this Agreement and the applicable Order Form.
4. Service Recommendations. As part of the Services, CTS makes certain recommendations in regard to services and products (e.g., which products Client should license or purchase) based on the information reasonably known to CTS at the time of making such recommendations. Although CTS uses reasonable diligence when making any such recommendations, CTS does not make any representations or warranties with regard to its recommendations. Further, Client acknowledges that CTS’s recommendations may change over time based on many factors, such as changes by third parties or by Client, or because of new information learned by CTS. 
5. DISCLAIMER. EXCEPT AS SET FORTH IN THIS SECTION, ALL SERVICES, CTS Materials, and CTS Equipment, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” THE FOREGOING WARRANTIES ARE CTS’S SOLE AND EXCLUSIVE WARRANTIES, WHICH ARE IN LIEU OF AND CTS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT CTS IS AWARE OF ANY SUCH PURPOSE) AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. CTS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE USEFULNESS OR BENEFITS OF ANY SERVICES OR THAT THE SERVICES OR ANY RESULTING DELIVERABLES WILL MEET CLIENT’S NEEDS. CLIENT AGREES AND ACKNOWLEDGES THAT (a) CTS DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS THAT MAY BE FURNISHED TO CLIENT FROM TIME-TO-TIME PURSUANT TO THIS AGREEMENT AND IN NO EVENT SHALL BE RESPONSIBLE FOR ANY DEFECT, NON-CONFORMITY OR FAILURE OF ANY SUCH THIRD-PARTY PRODUCTS, (b) ANY THIRD-PARTY PRODUCT PROVIDED BY CTS OR ITS SUBCONTRACTORS PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS”,  (c) AS BETWEEN CLIENT AND CTS (INCLUDING CTS’S SUBCONTRACTORS), CLIENT’S SOLE AND EXCLUSIVE REMEDY, IF ANY, FOR ANY DEFECT, NON-CONFORMITY OR FAILURE OF SUCH THIRD-PARTY PRODUCT SHALL BE PURSUANT TO SUCH THIRD-PARTY PROVIDER’S EXPRESS WARRANTY (SUBJECT TO ALL OF SUCH THIRD-PARTY PROVIDER’S LIMITATIONS AND DISCLAIMERS), AND (d) CTS SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY REPAIR OR MAINTENANCE WORK PERFORMED BY CLIENT OR ANY THIRD PARTY. 
10. Limitation of Liability. IN NO EVENT WILL CTS BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS) RELATED TO THIS AGREEMENT, EVEN IF THE NON-CLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF CTS FOR ANY BREACH OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SERVICES UNDER THE APPLICABLE STATEMENT OF WORK. 
11. Indemnification. Client shall indemnify, defend and hold harmless CTS  from and against all third-party claims, actions, judgements, settlements, losses, liabilities, damages, costs, expenses and attorneys’ fees (“Claims“) arising from or relating to:  (a) Client Materials or Client’s data; (b) Client’s breach of its representations, warranties or confidentiality obligations herein; (c) Client’s or its agents’ unlawful or unauthorized use of the Services, Products or any data; (d) any business transactions between Client and a third party; and (e) injury or death to a person or damage to property caused by Client’s or its agents’ acts or omissions.  Client shall not settle any claim that finds fault with, or requires specific performance of, CTS without CTS’s prior written consent
12. Insurance. During the Term, CTS will obtain and maintain the following insurance coverage: (a) workers’ compensation and employer liability insurance within statutory requirements; (b) commercial general liability insurance with minimum coverage limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; (c) professional errors and omissions insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; and (d) cyber insurance with limits of at least $3,000,000.
13. Miscellaneous.
1. Independent Contractor Status. CTS shall perform the Services as an independent contractor. CTS acknowledges that neither CTS nor CTS’s employees are employees of Client and will not receive employee benefits for worker’s compensation, unemployment insurance, or other type of rights or benefits afforded to Client employees. Each party alone shall hire, fire, direct, supervise and pay its own employees and shall be wholly and solely responsible for all federal and state income taxes, withholding taxes, Social Security taxes, workers’ compensation, insurance, employee benefits and the like with respect to such party’s employees. 
2. Exclusivity. Nothing herein prevents CTS from providing the same or similar services to any other party during or after the Term. CTS may offer any products, services, or offerings to third-parties, without restriction. Client shall not hire or use any other person or party to perform services similar to the Services during the Term.
3. Governing Law. This Agreement will be governed under and construed by the laws of the State of Illinois. Any legal proceeding related to this Agreement will be conducted exclusively in the state and federal courts with jurisdiction over Cook County, Illinois. The parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) to this Agreement. Except as expressly set forth in this Agreement, the rights and remedies under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise.
4. Arbitration. To the extent the parties are unable to resolve a dispute through good faith negotiation between the parties, such dispute shall be resolved through mandatory binding arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator located in Cook County, Illinois. The parties will share the arbitration fees equally and hereby agree to keep such arbitration proceedings confidential. Any award will be enforceable in any court of competent jurisdiction and must be consistent with the terms of the Agreement (including but not limited to the limitation of liability provision). Nothing in this Section shall prevent either party from bringing an action for specific performance or other equitable relief in any court of competent jurisdiction for claims of Intellectual Property infringement, or breach (or threatened breach) of the non-solicitation or confidentiality provisions herein.
5. Non-Solicitation of Employees. Client acknowledges that CTS’s employees and personnel are a valuable resource of CTS. During the Term and for one (1) year thereafter, and to the extent permitted by applicable law, Client shall not directly solicit or hire any CTS employee who was involved in the performance of Services hereunder. It is not a breach of this provision, however, for Client to hire a CTS employee who independently responded to a non-targeted advertisement, provided that Client did not take any action to intentionally solicit or recruit such employee. If Client breaches this provision, Client shall pay to CTS, on demand, an amount equal to one (1) year’s salary which that individual was last paid by CTS. The foregoing remedy is not a penalty but a reasonable estimate of the damages that would be incurred by CTS if Client breaches this provision.

6. Notices. All notices provided for or permitted under this Agreement shall be deemed effective upon receipt, and shall be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the Party to be notified, at the address for such Party set forth below. 

   If to CTS:	Computing Technology Solutions, LLC Attn: Frank Stephens 2033 N. Milwaukee Ave, Suite 351 Riverwoods, IL 60015
   If to the Client:	At the address set forth in the Order Form

7. Compliance with Laws. Each party shall comply with all laws, rules, and regulations applicable to its performance under this Agreement. Without limiting the generality of the foregoing, Client shall comply with all applicable export and import laws and regulations. 
8. Publicity. Client agrees that CTS may include Client’s name or brand features (including logo) in a list of CTS’s customers, online or in promotional materials with Client’s prior written consent, which may be withheld in Client’s sole discretion. 
9. Force Majeure. Other than for payment of monetary obligations, neither party will be responsible for delays or failure in performance resulting from acts beyond the control of such party. Such acts include, but are not limited to, acts of God, strikes, lock-outs, riots, acts of war, acts of terrorism, epidemics, governmental regulations imposed upon the parties after the date hereof, earthquakes or other disasters.
10. Assignment. This Agreement binds the parties’ representatives, successors, and assigns. Client may not assign this Agreement without the prior written consent of the CTS. Nothing herein will prevent CTS from assigning this Agreement.
11. Waiver; Enforceability. Either party’s waiver of any breach or failure to enforce any of the terms and conditions of this Agreement will not, in any way, affect, limit, or waive that party’s right thereafter to enforce and compel strict compliance with every term and condition thereof. If any provision of this Agreement will be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision will be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or will be deemed excised from this Agreement, as the case may require, and this Agreement will be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. This Agreement will not be construed in favor of or against either party on account of drafting.
12. No Third Party Beneficiaries. The parties expressly disclaim that any of the terms, conditions or provisions of this Agreement are intended to benefit any third party.
13. Survival of Provisions. Any provision of this Agreement, which by terms or reasonable implication is to be or may be performed or effective after the termination of the Agreement, will be deemed to survive such termination.
14. Modifications and Amendments. This Agreement may not be amended or modified except by a written agreement signed by an authorized officer of CTS. In the event CTS updates or amends the terms of this Agreement, CTS will provide at least thirty (30) days’ prior notice of such updates or amendment and shall be made effective by Client’s continued use of the Services.  
15. Entire Agreement. This Agreement, together with the Exhibits which are incorporated herein by reference and any Order Form , encompass the entire understanding and agreement between the parties relative to the subject matter thereof. This Agreement supersedes all prior or contemporaneous oral and written agreements, negotiations, discussions, representations, or understandings between the parties, with respect to the subject matter of this Agreement.
16. Counterparts. An Order Form may be executed in any number of counterparts, each of which will be deemed an original, and all of which taken together will constitute one and the same instrument. Facsimile signatures and electronic signatures are binding and have the same effect as a handwritten signature.