MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into between Tigerhawk Technologies, LLC (“Tigerhawk”) and Client.

1. SERVICES

Client hereby engages Tigerhawk to provide Information Technology support, including, without limitation: consulting; software installation and maintenance; product sourcing, installation and maintenance; and other services (the “Services”) as may be detailed in Exhibits, Schedules, proposals, project plans, or Statements of Work attached hereto.

Tigerhawk shall determine the methods, tools, technologies, configurations, and processes used to deliver the Services.

Tigerhawk shall provide consulting personnel (“Consultants”) to provide the Services and shall be solely responsible for the selection and management of Consultants. Consultants may be employed by Tigerhawk directly, or may be associates or agents selected by Tigerhawk, or members of Tigerhawk’s Partner Network.

Services shall be provided only for Information Technology equipment covered under this Agreement, as listed in Exhibits and Schedules hereto.

Tigerhawk may further provide additional equipment and services relating to Information Technology (the “Additional Services”), as set forth in Exhibits and Schedules herein. Additional Services may include, without limitation:

• subscription-based hardware and software services

• networking devices and services

• security devices and services

• Wide Area Networking (WAN) devices and services

• Voice over IP (VoIP) devices and services

Tigerhawk may install software or hardware to provide the Additional Services at the Client’s place of business or other physical locations.

Client may request changes that extend or add to the Services or Additional Services by written request to Tigerhawk. If Tigerhawk agrees to the requested changes in writing, that shall constitute an amendment to the Exhibits, Schedules, and/or Statement of Work attached hereto, including changes in fees, charges, and the term of this Agreement.

2. TECHNOLOGY STANDARDS AND MANAGEMENT AUTHORITY

Client acknowledges that Tigerhawk delivers its Services using standardized tools, configurations, and security practices developed to ensure reliability, efficiency, and cybersecurity protection across its managed environments.

Client agrees that Tigerhawk shall have the authority to design, configure, implement, and maintain Client’s Information Technology environment according to Tigerhawk’s operational standards, best practices, and security requirements.

These standards may include, but are not limited to:

• selection and deployment of software tools

• configuration of operating systems and network devices

• installation of monitoring, management, automation, and security agents

• implementation of cybersecurity protections

• patching and update policies

• backup and disaster recovery configurations

• network architecture and security controls

Tigerhawk may modify these standards from time to time as industry best practices evolve or as required to maintain service quality or security.

Client agrees not to alter, disable, or interfere with systems, configurations, or tools installed or managed by Tigerhawk without prior written consent.

3. MANAGEMENT AND SECURITY TOOLS

Client authorizes Tigerhawk to install, configure, and operate monitoring, management, automation, backup, security, logging, and support tools on Client systems as reasonably necessary to deliver the Services.

Such tools may include, without limitation, remote monitoring and management agents, endpoint security tools, logging systems, automation tools, patch management software, backup software, remote access utilities, network monitoring systems, and other technologies used by Tigerhawk to manage, support, and secure Client systems.

These tools may collect operational and diagnostic information necessary to maintain system health, security, and performance.

Tigerhawk may update, replace, or add such tools from time to time as part of its service delivery standards.

4. FEES & PAYMENT

Prices for the Services are set forth in the fee schedule attached herein. Prices for the Additional Services are set forth in the Schedules pertaining to these Additional Services.

Client agrees to pay all fees and charges as specified on the Schedules.

Client further agrees that Tigerhawk may increase pricing to accommodate tax or fee increases by Local, State or Federal agencies, as well as price increases by third parties and vendors providing some or all of the Services and Additional Services.

Tigerhawk may collect sales taxes from Client if required by law to do so, unless Tigerhawk receives a properly executed and valid exemption certificate from Client.

Tigerhawk will invoice Client monthly for fees and charges pertaining to the Services and Additional Services if any.

Invoices may be delivered electronically or by other mutually acceptable means.

Client agrees to pay Tigerhawk within thirty (30) days of the invoice date.

Invoices not paid within thirty (30) days shall be subject to a one-time late fee equal to nine percent (9%) of the outstanding invoice balance.

5. TERM AND EARLY TERMINATION

This Agreement shall remain in force for a period of twelve (12) months from the Effective Date and shall be reviewed annually to address any necessary adjustments or modifications.

This Agreement shall automatically renew for a period of one (1) month after the expiration of the current term unless either party provides thirty (30) days written notice of intent not to renew.

Tigerhawk may charge termination fees if Client terminates any Services, Additional Services, or the Agreement without cause prior to the expiration of the current term.

Termination fees shall equal one hundred percent (100%) of the remaining monthly fees that would have been payable through the end of the Agreement term.

This Agreement may also be terminated by the Client upon thirty (30) days written notice if Tigerhawk fails to fulfill its obligations and does not cure such failure within thirty (30) days of written notice.

If either party terminates this Agreement, Tigerhawk shall assist Client in the orderly termination of Services and Client shall pay Tigerhawk the actual costs of rendering such assistance.

Client understands that the provision of Additional Services may require Tigerhawk to enter into subscription agreements with third parties. Client agrees to reimburse Tigerhawk for any early termination fees incurred if this Agreement is terminated before those subscriptions expire.

Client further understands that certain equipment installed for Additional Services may remain the property of Tigerhawk or its vendors and must be returned upon termination.

Tigerhawk may remove any management software or tools installed on Client devices upon termination of this Agreement.

6. THIRD-PARTY SERVICES

Client acknowledges that certain Services rely upon third-party vendors including but not limited to cloud platforms, software vendors, telecommunications providers, internet service providers, and hardware manufacturers.

Tigerhawk does not control and shall not be responsible for the performance, availability, or security of such third-party services.

Tigerhawk shall not be liable for service interruptions, outages, data loss, or security incidents caused by or related to third-party vendors or services.

7. BACKUP AND DATA PROTECTION

Tigerhawk may provide backup services as part of the Services or Additional Services.

Client acknowledges that backup systems assist with recovery of data but do not guarantee prevention of all data loss.

Client remains responsible for maintaining appropriate data retention policies and ensuring that critical business data is properly stored and protected.

Tigerhawk recommends periodic testing of data restoration procedures.

8. CLIENT RESPONSIBILITIES

Client agrees to cooperate with Tigerhawk in maintaining the security and stability of its Information Technology environment.

Client responsibilities include:

• maintaining accurate user and access information

• promptly notifying Tigerhawk of suspected security incidents

• ensuring employees follow reasonable security practices

• not installing unauthorized software or hardware

• maintaining required licensing

Tigerhawk shall not be responsible for failures, outages, or security incidents resulting from Client actions, unauthorized system changes, or failure to follow Tigerhawk’s recommendations.

9. SECURITY RECOMMENDATIONS

From time to time Tigerhawk may recommend security improvements, system upgrades, or configuration changes intended to improve the reliability or security of Client systems.

If Client declines to implement recommended security measures, Tigerhawk shall not be responsible for any damages, security incidents, or operational disruptions that could reasonably have been prevented by implementing those recommendations.

10. CYBER INSURANCE

Client acknowledges the importance of maintaining adequate cybersecurity insurance coverage.

Client agrees that it is responsible for maintaining any insurance policies necessary to protect its business from cyber incidents, including but not limited to ransomware attacks, data breaches, or business interruption caused by technology failures or cybercrime.

Tigerhawk does not provide insurance coverage and shall not be responsible for losses that could have been mitigated through appropriate insurance coverage.

11. UNAUTHORIZED CHANGES

Client agrees not to make material changes to systems managed by Tigerhawk without prior consultation.

Tigerhawk shall not be responsible for issues, outages, or security incidents resulting from unauthorized modifications made by Client or third parties.

12. CYBERSECURITY DISCLAIMER

Client acknowledges that cybersecurity risks exist in all computing environments and that no security solution can guarantee complete protection against cyber threats.

Tigerhawk will implement reasonable security measures consistent with industry best practices; however, Tigerhawk does not guarantee that Client systems will be immune from cyber incidents, malware, ransomware, data breaches, or other security events.

13. ACCEPTABLE USE

Client shall not use the Services for illegal activities including:

• distribution of malware

• copyright infringement

• harassment

• unauthorized access to systems or networks

Tigerhawk reserves the right to suspend services if illegal or harmful activity is detected.

14. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Tigerhawk’s total liability arising out of or relating to this Agreement shall not exceed the total amount of fees paid by Client to Tigerhawk during the twelve (12) months preceding the event giving rise to the claim.

In no event shall Tigerhawk be liable for indirect, incidental, special, punitive, or consequential damages including loss of profits, loss of revenue, loss of data, or business interruption.

15. COVERAGE, SERVICE LEVELS AND ACCESS

Tigerhawk shall provide on-site assistance during normal business hours from 7:00 am to 7:00 pm local time.

Tigerhawk may perform scheduled maintenance that may result in downtime and will use reasonable efforts to provide at least forty-eight (48) hours notice.

Client grants Tigerhawk access to Client premises as reasonably necessary to perform the Services.

16. MISCELLANEOUS

Tigerhawk shall protect Client information and use it only as necessary to provide the Services.

Client shall indemnify and hold harmless Tigerhawk against claims arising from Client violations of law or misuse of services.

This Agreement shall be governed by the laws of the State of Illinois.

The Parties agree to exclusive jurisdiction in Illinois courts.

This Agreement constitutes the entire agreement between the Parties.

The Parties intend to create an independent contractor relationship.

All notices required under this Agreement shall be in writing.

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement may be executed in counterparts and electronically.