Team Solutions Group Master Services Agreement

(Universal Terms and Conditions) V1.2 1/1/2025

All Statements of Work (SOWs), Quotes, and Managed Services Agreements issued by Team Solutions Group (“TSG”) are governed by this Master Services Agreement (Universal Terms and Conditions). This Agreement establishes the general rights, obligations, and limitations applicable to all services provided by TSG and applies to all client engagements unless expressly superseded by a mutually executed written agreement.

1. Scope of Services

TSG shall provide the Client with managed information technology services, support, and related professional services as defined in this Agreement and any applicable Quotes, Managed Services Agreements, Statement(s) of Work (“SOW”) or Service Level Addenda (“SLA”). The specific systems, locations, and deliverables covered by this Agreement shall be detailed in the applicable SOW or SLA.

(a) Project Support Services. TSG may provide project support services as agreed by Client and TSG from time to time pursuant to a service order or SOW. Such services may include, as applicable, server upgrades, platform migrations, systems implementations, research and development services, and the acquisition of hardware, software, and other third‑party products and services.

2. Performance of Services; Suspension

TSG may perform services at Client’s on‑site location(s), off‑site at TSG offices or other locations, and via remote access technologies, electronic mail, and telephone.

If Client becomes more than thirty (30) days delinquent in paying Service Fees, TSG, without limiting any other remedies, may suspend further services under this Agreement. Additionally, if payment is not received by the first of the month for that month of service, TSG reserves the right to place a hold on rendering on‑site and remote services after five (5) business days’ written notice of late payment.

3. Service Fees and Billing

3.1 Monthly Fees. Client shall pay (i) the monthly amount provided in Schedule B and (ii) any additional charges for services provided in excess of the contract, as requested or agreed by Client, at the rates provided in Schedule B.

3.2 Project Service Fees. Client shall pay for services rendered pursuant to a Service Order or SOW at the rates provided in Schedule B or as otherwise provided in the applicable Service Order or SOW. TSG may require a deposit for Project Service Fees prior to commencing related services.

3.3 Invoices and Late Fees. Invoices for Monthly Fees and Project Service Fees shall be billed monthly and set forth in reasonable detail the work performed and, if applicable, the costs of any third‑party items or services. All Service Fees are due within fifteen (15) business days of Client’s receipt. Any invoices not paid within that period shall accrue a 1.5% late fee per month unless Client notifies TSG within that time that it disputes any fees. Client shall pay any undisputed amounts by the due date. The Parties will use good‑faith efforts to resolve any fee disputes before pursuing other remedies.

3.4 Term. Subject to renewal pursuant to the agreed term in the Managed Services Agreement, SOW, or Quote, and subject to termination pursuant to Section 17, the term of this Agreement continues as described in the Managed Services Agreement, SOW, or Quote.

3.5 Annual CPI Escalation. Billing rates or fixed rates will be escalated annually at the same percentage increase as the Consumer Price Index (CPI), not to exceed five percent (5%) per year.

4. Maintenance and Non‑Maintenance Services

4.1 Definition of Maintenance. “Maintenance” means recurring, proactive, and routine services performed by TSG to maintain the normal operation, security, and stability of Client’s technology systems. Maintenance includes, without limitation: applying operating system and firmware updates; regular security patching and system reboots; monitoring servers, networks, and endpoints for availability and performance; verifying the success of backups and performing test restores; maintaining antivirus, endpoint protection, and firewall configurations; managing user accounts and device enrollments; and maintaining documentation and reporting on system health and service performance. Maintenance is performed on a recurring schedule and is included within the standard Managed Services fees unless otherwise stated.

4.2 Excluded and Non‑Maintenance Services. “Non‑Maintenance Services” are activities outside the scope of routine, recurring maintenance and are billable on a time‑and‑materials or project basis. Non‑Maintenance Services may include: major system or network upgrades; migrations, installations, or reconfigurations; cloud transitions; consulting or strategic planning; compliance or audit support; training; incident response or data recovery beyond normal backup restoration; coordination with third‑party vendors; or other professional services not explicitly included under Maintenance.

4.3 Cybersecurity Incident Exclusion. Cybersecurity intrusion detection, incident containment, remediation, forensic investigation, or root‑cause analysis (“Security Incident Response”) are expressly excluded from Maintenance. Any assistance in responding to, mitigating, or investigating a cybersecurity incident constitutes a separate Non‑Maintenance Service billed at TSG’s then‑current rates or under a separate SOW.

4.4 Billing for Non‑Maintenance Services. All Non‑Maintenance Services are billed separately from standard Managed Services fees at TSG’s then‑current hourly or project rates unless otherwise agreed in writing. Prior to performing Non‑Maintenance Services, TSG will notify Client and obtain written or electronic approval specifying estimated time and cost. If unforeseen circumstances are reasonably likely to increase the total cost, TSG will promptly inform Client and obtain authorization before proceeding beyond the approved scope. Unless otherwise specified, time will be billed in one‑hour minimum increments for onsite work and thirty‑minute increments for remote work. Project engagements may require a separate SOW or Change Order. Payment terms follow Section 3.

5. Cybersecurity and Data Breach Response

5.1 Definition. A “Cybersecurity Incident” means any unauthorized access to, use of, disclosure of, or interference with Client data, systems, or networks; ransomware or malware infection; or other event reasonably determined to threaten the confidentiality, integrity, or availability of Client information systems.

5.2 Incident Response. Client acknowledges TSG is not responsible for preventing, mitigating, or remediating Cybersecurity Incidents unless expressly retained under a separate SOW. Upon discovery of a potential or actual Cybersecurity Incident, Client shall promptly notify TSG. At Client’s request and TSG’s discretion, TSG may provide investigation, containment, and recovery assistance as Non‑Maintenance Services under a separate SOW or hourly engagement.

5.3 Third‑Party and Insurance Coordination. If Client maintains cybersecurity insurance, TSG will cooperate reasonably with Client’s carrier, counsel, or incident response vendors as directed by Client. Additional time or documentation required will be billed as Non‑Maintenance Services.

5.4 Data Breach Notifications. Client is solely responsible for determining legal or contractual notification obligations. TSG may assist with technical information or reports at Client’s request, subject to applicable billing and availability.

6. Confidentiality and Data Protection

6.1 Confidentiality. During the term of this Agreement, and thereafter in perpetuity, neither party shall, without the prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” for the purposes of this Agreement shall include each party’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawing, specifications, models, software, source codes, and object codes. Confidential Information shall not include any information that Client makes publicly available or information which becomes publicly available through no act of MSP or Client or is rightfully received by either party from a third party.

6.2 Protection and Use. Each party shall use the other party’s Confidential Information solely to perform under this Agreement and shall employ commercially reasonable measures to protect its confidentiality. Confidential Information may be disclosed to employees, agents, or contractors who require access to perform obligations and are bound by similar confidentiality obligations.

6.3 Required Disclosure. If disclosure is required by law, court order, or regulatory authority, the receiving party shall provide prompt notice to the disclosing party to allow it to seek protective relief.

7. Non Interference; No Direct Hire / Conversion Fee

7.1 Definitions. “TSG Personnel” means any individual employed by, or engaged as a contractor/subcontractor by, Team Solutions Group (“TSG”) who performed services for Client under any SOW within the preceding twelve (12) months.

7.2 Non Interference (no restraint on employment). Client shall not knowingly induce any TSG Personnel to breach their employment, consulting, confidentiality, or restrictive covenant obligations with TSG, and shall not use TSG Confidential Information to identify, target, or solicit TSG Personnel. Nothing in this Section prohibits any individual from freely seeking or accepting employment or engagement with Client or any third party.

7.3 No Direct Hire / Conversion Fee (allocation of costs only). During the term of this Agreement and for twelve (12) months after the later of (i) the last date the applicable TSG Personnel performed Services on Client’s account, or (ii) termination/expiration of the applicable SOW, Client (including its affiliates or through any third party on Client’s behalf) may directly or indirectly hire or engage TSG Personnel only if Client (1) provides TSG at least fourteen (14) days’ prior written notice, and (2) pays a conversion/placement fee equal to the greater of (A) Thirty five percent (35%) of the TSG Personnel’s first year cash compensation (base salary plus target bonus/OTE), or (B) US $55,000. The Parties acknowledge and agree that this fee is a reasonable pre-estimate of TSG’s recruiting, onboarding, training, overtime, backfill, transition, and knowledge transfer costs; that such damages would be impracticable or extremely difficult to ascertain; and that the fee is intended to compensate TSG, not penalize Client (see Cal. Civ. Code §1671).

7.4 Safe Harbor. General solicitations not specifically targeted at TSG Personnel (e.g., public advertisements, job boards, general recruiter outreach) do not violate this Section, and no fee is owed where TSG Personnel apply or respond without Client’s targeting and without use of TSG Confidential Information.

7.5 Non-Circumvention. Client shall not avoid this Section by engaging TSG Personnel through any affiliate, staffing firm, or third party for assignment to Client. If Client engages TSG Personnel in violation of this Section, Client shall owe the conversion/placement fee in subsection (c) upon demand.

7.6 Discretionary Waiver. TSG may, in its sole discretion, waive or reduce the conversion/placement fee by written notice.

7.7 California Compliance Statement. This Section is intended to be consistent with California Business & Professions Code §16600 et seq. (as amended) and shall not be construed to restrain any person’s ability to engage in a lawful profession, trade, or business.

8. Force Majeure

Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism (including acts of vandalism or terror against telecommunications or data networks), blockades, embargoes, storms, explosions, labor disputes (whether or not the employees’ demands are reasonable and within the party’s power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom approvals, authorizations, licenses, franchises or permits must be obtained, or inability to obtain labor, materials, equipment, or transportation, cyber attacks or other malicious cyber events (including without limitation ransomware, malware, denial-of-service/distributed denial-of-service, unauthorized access, or data-center incidents) affecting either party or any of their upstream or supporting vendors, and outages or degradations of Internet backbone, carrier networks, cloud or hosting providers (including, without limitation, Amazon Web Services, Microsoft Azure, Google Cloud, major ISPs, DNS providers, or colocation/data-center operators) (“Force Majeure”). Each party shall use reasonable efforts to minimize the duration and consequences of any failure or delay in performance resulting from a Force Majeure event and to promptly notify the other party of the occurrence and expected impact.

In the event of a Force Majeure, MSP is not required to have technicians work during periods or at places where their safety or health could be in jeopardy and will not require technicians to go on-site.

9. Warranties; Third‑Party Products and Services

Implied Warranties are expressly disclaimed by MSP. An MSP contractor is a technician or contractor who operates on behalf of MSP, is paid by MSP and has access to MSP’s service ticket management system for making time entries and charges for their work. MSP is not responsible for the acts of other technicians, contractors or consultants providing service to Client not under its control and direction. If Client purchases equipment from MSP, Client understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that MSP is not responsible for functioning of the equipment and has not made any express or implied warranties. MSP shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.

10. Remote Access; Home or Alternative Networks

If or when Client transitions to home or alternative networks, MSP will make best effort to make connections and serviceability. However, home or alternative networks may not have adequate internet connectivity and equipment to effectively work. MSP is not responsible for inadequacies in those home or alternative networks or to secure those connections. Home equipment will not be as secure and may not have MSP’s software and security features. MSP is not responsible for the security of the home or alternative networks. Work on a home or alternative network unless otherwise included is outside the scope of this Agreement and MSP may charge its then‑hourly rate for work on home or alternative networks. MSP will charge for additional software installed at home or alternative networks as needed.

11. Insurance

Client agrees to carry liability insurance and property insurance covering any damage to its network as well as to any clients of the Client adversely affected by Client’s network functioning or transmissions from its network.

12. Changes to Terms; Renewal Pricing

MSP may apply changes or additional terms, conditions and provisions to this Agreement upon thirty (30) days’ advance written notice to Client containing the proposed addition or change. If the additions or changes are not objected to, they shall take effect at the end of the thirty (30) days. Within the thirty (30) days Client may submit changes or objections to the proposed changes or additional terms. If the parties do not agree on the change or addition then it shall not become part of the Agreement. All the terms, conditions and provisions of this Agreement will continue to apply during any renewal term. Both parties agree to negotiate in good faith rates to be mutually agreed under any renewed contractual service term to be effective at the end of the initial term.

13. Taxes

Any applicable Federal, State or Local Taxes shall be added to each invoice for services or materials provided by MSP. Client shall pay any such taxes unless a valid exemption certificate is furnished to MSP for the jurisdiction of use, except in cases when MSP procures or sources the incorrect equipment and/or software and/or support services—any incorrect items or software shall be returned to MSP.

14. Interest; Collections; Attorney Fees

If Client fails to make payment for any services or items purchased, and such failure continues for fifteen (15) days, interest shall accrue on any amount due at the rate of twelve percent (12%) per annum until paid. In the event collection processes are instituted to collect any amounts due from Client, Client shall pay the costs of collection plus reasonable attorney fees. If a collection action is initiated by either party or if MSP has to defend any action by Client, MSP is entitled to its reasonable attorney fees and expenses to be paid by Client.

15. Assignment

MSP may assign, delegate, or transfer this Agreement, in whole or in part, without Client’s consent (including in connection with any merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all assets or business to which this Agreement relates), or to any affiliate or successor that assumes in writing MSP’s obligations. MSP will provide reasonable written notice identifying the assignee and primary contact, and the assignee will continue Services under this Agreement and applicable SOWs. MSP may subcontract in the ordinary course, remaining responsible and liable for subcontractor performance and compliance.

Client may not assign, delegate, or transfer this Agreement without MSP’s prior written consent, except to a successor by merger, acquisition, or sale of substantially all assets or business to which this Agreement relates, provided the successor is not an MSP competitor and assumes in writing all Client obligations. Any attempted assignment in violation of this paragraph is void.

This Agreement binds and benefits the Parties and their permitted successors and assigns. An assignment by MSP does not release MSP from obligations accrued before the effective date unless the Parties and assignee execute a novation expressly releasing MSP.

16. Limitation of Liability; Indemnification

16.1 MSP Liability Cap; Exclusions. TO THE FULLEST EXTENT PERMITTED BY LAW, MSP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS/REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES/EQUIPMENT), EVEN IF ADVISED OF THE POSSIBILITY. REGARDLESS OF THE FORM OF ACTION, MSP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE COST OF RESTORING THE NETWORK TO ITS CONDITION PRIOR TO THE EVENT OF MSP’S NEGLIGENCE, BUT IN NO EVENT MORE THAN US $30,000. THE FOREGOING DOES NOT APPLY TO LIABILITY FINALLY ADJUDICATED TO HAVE ARISEN FROM MSP’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

16.2 Client Defense & Indemnity (Primary). Client shall defend, indemnify, and hold harmless MSP and its affiliates, officers, directors, employees, agents, subcontractors, and licensors from and against all claims, damages, fines, penalties, losses, liabilities, costs, and expenses (including reasonable attorneys’ and experts’ fees) arising out of or related to: (i) misuse of the Services/systems by Client, its users, or contractors; (ii) Client-provided data, content, configurations, instructions, or failure to maintain secure credentials or reasonable security within Client’s control; (iii) acts/omissions of Client’s third-party vendors, carriers, or line-of-business/SaaS providers not managed by MSP; (iv) regulatory inquiries, audits, or penalties stemming from Client’s environment or practices (except to the extent finally adjudicated to result from MSP’s willful misconduct or gross negligence); (v) costs from a Cybersecurity Incident to the extent caused by Client systems/users or Client-controlled third parties; and (vi) IP/license claims based on Client-supplied materials or violations of third-party license, export, or sanctions rules. Client’s indemnity is uncapped.

16.3 MSP Defense & Indemnity (Limited) and Procedure. MSP shall defend and indemnify Client from third-party damages finally awarded (or settlements approved by MSP) to the extent directly arising from: (1) MSP’s willful misconduct or gross negligence in performing the Services; or (2) a claim that MSP-supplied software/materials (as delivered, unmodified by Client) infringe a U.S. copyright, trademark, or trade secret; in which case MSP may procure rights, modify/replace, or terminate the affected Services and refund prepaid, unused fees for the infringing portion. MSP’s total liability for this subsection (c) remains subject to the cap in (a). The indemnified party must promptly notify, reasonably cooperate, and tender exclusive control of defense/settlement (no settlement imposing non-monetary obligations, admissions, or without an unconditional release, without that party’s consent). Exclusions: MSP has no liability/indemnity for claims caused by Client’s misuse or unauthorized modifications; combinations with items not provided/approved by MSP; Client-directed implementations over MSP’s written objection; or open-source/third-party software accepted by Client. Mitigation and survival apply; this Section survives termination.

17. Termination

17.1 Termination by Client. Client may terminate this Agreement with or without cause after the first twelve (12) months of the Agreement have passed with a payment of a Termination Fee equal to the Managed Services fees agreed within the remainder of the contract term in this Agreement. Payment of all past and currently due amounts together with late fees and costs unless Client has valid reason to withhold payment on incomplete tasks, work orders or faulty equipment and provided MSP was notified in a service ticket within ten (10) days of the original occurrence of any incomplete tasks, work orders and/or faulty equipment which it itemized with sufficient detail to identify the problem. That amount may be withheld until the incomplete tasks, work orders or equipment issues are resolved. MSP shall be given a reasonable opportunity to correct any problems. Any such election shall be made in writing by Notice of Termination and is to be accompanied by the Termination Fee and all other amounts due.

17.2 Termination by MSP. (a) Upon giving notice to Client of default and the default is not cured within ten (10) business days of receipt of written notice from MSP or for failure of Client to pay for service or products at the time of ordering or within thirty (30) days of billing. Failure of MSP to require payment at the time provided shall not be construed as a waiver. (b) Any of the following which remains un‑dismissed for a period of sixty (60) days: If Client files protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Client. (c) Failure of Client to comply with its obligations in this Agreement after written notice by MSP of the non‑compliance and failure to correct the problem or acknowledge the problem and commitment to take corrective action in the future.

17.3 Backups and Transition. Client shall be responsible for transferring backups to a system administered by Client or others on its behalf and for paying any costs of transferring and/or setting up backups off of the system maintained by MSP. If Client does not provide for any transfer of backups, they shall be terminated within thirty (30) days of the Notice of Termination or Notice of Default. Client assumes all responsibility for its backups and MSP has no responsibility to retain backups. If prior to the end of the thirty (30) days Client places its own backups on site or obtains its own cloud backups then it shall notify MSP so MSP’s backups can be terminated.

17.4 Tool and License Removal; MX Records. In the event of default or termination under any circumstances Client agrees it will provide access to MSP technicians to remove antivirus licenses and monitoring tools. The consequence of failure to provide this access shall be that Client shall continue to be responsible for fifty percent (50%) of the amount of the monthly Managed Services payment until access is allowed and the licenses and tools removed. Spam filtering will be terminated upon default or termination. Client understands that it is entirely responsible to redirect all of Client’s MX records away from the spam filter system and redirect email to its server or it must provide MSP access to take those steps. Upon termination of spam filtering services, email will bounce if Client has not taken these steps or requested and allowed MSP to take those measures. Client understands the above and accepts this responsibility and the consequences.

Payments on Termination. In the event of termination by either party, Client is responsible for the full amount of all payments for services provided and products ordered. Post‑Termination Support. Upon written request by Client MSP will provide up to sixty (60) days support to allow Client to make a transition provided Client pays all amounts then due and pays the fee for the additional sixty (60) days in advance.

17.5 Termination Offboarding; Software Removal and Transition Assistance. Upon expiration or termination of this Agreement (for any reason), Client shall be responsible for all offboarding activities, including but not limited to: (i) removal or deactivation of MSP software and tools (e.g., RMM/monitoring agents, antivirus/EDR, Managed Detection and Response MDR, backup agents, MFA, logging/SIEM connectors, DNS/spam filtering records, remote access utilities); (ii) transfer of credentials, documentation, runbooks, and relevant configuration/export files; and (iii) reasonable coordination and knowledge transfer with Client or Client’s new service provider (collectively, “Offboarding Services”).

17.6 Fees. Offboarding Services are billable at MSP’s standard hourly rate of US $185/hour (remote or onsite), plus any applicable taxes and third-party pass-through costs. Time is billed in 30-minute increments for remote work and 1-hour increments for on-site work. MSP may require a retainer (e.g., 10 hours) before commencing Offboarding Services, with unused retainer amounts refunded. After-hours or emergency requests (outside standard business hours) may be billed at 1.5× the standard rate. These services are not part of any maintenance subscription and are considered billable.

17.7 Access & Cooperation. Client shall provide timely administrative access, credentials, scheduling availability, and any third-party authorizations necessary to complete tool removal and transition tasks. If Client delays or denies access, Client remains responsible for all time incurred and any continuing third-party subscription charges until removal is completed. (For clarity, any separate provision requiring continued payment if MSP tools cannot be removed due to lack of access remains in effect.)

17.8 Scope & Limitations. MSP will make commercially reasonable efforts to complete Offboarding Services promptly; however, MSP is not responsible for third-party transfer timelines, vendor/registrar delays, or the policies and availability of Client’s new provider. MSP’s obligations are limited to the export/transfer of Client-owned data, credentials, and configurations to the extent they exist and are accessible in MSP’s possession or within tools MSP manages.

17.9 Data Retention. Unless otherwise required by law or agreed in writing, MSP may delete remaining copies of Client data in MSP systems and tools 30 days after termination and completion of Offboarding Services.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

18.1 Scope and Covered Claims. Except for claims expressly carved out below, any claim or dispute arising out of or relating to this Agreement, any SOW, or the Services (whether in contract, tort, statute, or equity), including questions of arbitrability, scope, or enforceability, shall be resolved exclusively by binding arbitration on an individual (non-class, non-representative) basis.

18.2 Pre-Arbitration Notice and Resolution Window. Before commencing arbitration, the aggrieved Party shall provide a written notice describing the claim(s). The Parties will have thirty (30) days to attempt to resolve the dispute. If not resolved, either Party may commence arbitration.

18.3 Administrator; Rules; Seat. Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, for claims under US $250,000, the Expedited Procedures (or, if the Parties agree in writing, JAMS under its Comprehensive/Streamlined Rules). The seat/venue of arbitration is Los Angeles County, California, and California law governs, without regard to conflicts principles.

18.4 Tribunal; Scheduling; Discovery. The tribunal shall consist of one (1) arbitrator with meaningful IT or managed-services experience. The arbitrator shall endeavor to hold the merits hearing within 180 days of appointment. Discovery shall be proportional and limited to reasonable document exchanges and no more than one (1) deposition per side absent good cause. The arbitrator may order AAA emergency measures where appropriate.

18.5 Fees, Costs, and Prevailing-Party Award. Filing, administrative, and arbitrator fees shall be allocated per the applicable rules; however, the prevailing Party (as determined by the arbitrator) shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs, and the arbitrator may apportion arbitration fees and costs in the interest of justice.

18.6 Award; Confirmation; Confidentiality. The arbitrator shall issue a written, reasoned award. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration (including filings, evidence, and award) shall be confidential, except to the extent disclosure is necessary to enforce or vacate an award, meet legal or regulatory requirements, or as otherwise required by law.

18.7 Class/Collective Action Waiver; No Consolidation. No class, collective, private-attorney-general, or representative arbitration is permitted. Claims may not be consolidated or joined with those of any other person or entity without the Parties’ written consent.

18.8 Carve-Outs (Court Permitted). Notwithstanding the foregoing, either Party may pursue in court (i) small claims within the local small-claims jurisdiction, (ii) temporary, preliminary, or permanent injunctive or other equitable relief to protect Confidential Information, intellectual property, system security/integrity, or to enforce non-circumvention obligations, and (iii) MSP’s claims for undisputed invoice collections or account stated (including prejudgment remedies). Any such court action shall be brought exclusively in state or federal courts in Los Angeles County, California, and the Parties consent to such jurisdiction and venue.

18.9 Delegation Clause. The arbitrator, and not any court, shall decide gateway issues of arbitrability, scope, and enforceability of this arbitration agreement, consistent with applicable law.

18.10 Continuing Performance; Right to Suspend. Except for payment obligations in bona fide dispute, the Parties shall continue performance during the dispute process. MSP may suspend Services for nonpayment in accordance with this Agreement without waiving any rights.

18.11 Limitations Period. Any claim subject to arbitration must be filed within the earlier of (i) the applicable statute of limitations, or (ii) eighteen (18) months after the claimant knew or reasonably should have known of the facts giving rise to the claim, except statutory claims that by law cannot be shortened.

18.12 Severability. If any portion of this Section is found unenforceable as to a particular claim or remedy, it shall be modified to the minimum extent necessary to be enforceable, and the remainder shall continue in full force.

19. Governing Law; Venue

This Agreement and any amendments and its validity, construction and performance shall be governed by the laws of California. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the county and state of the MSP, and the parties agree and consent to such jurisdiction and venue.

20. No Third‑Party Beneficiaries

This Agreement does not create any rights in any third parties.

21. Software Use; Administrative Access

Client shall not modify, create any derivative work of, or incorporate any other software into the computer software programs or any portion thereof with the exception of allowing automatic updates to commence or confirming the installation of an automatically scheduled update or fully supported software for which Client has purchased technical support and has scheduled such installation with MSP. Programs must be installed by an MSP technician or software technical support with an MSP technician assisting. MSP shall not be responsible for maintenance of or for repair of errors or malfunctions occasioned by any installation, modification or enhancement to the Programs made by Client or by anyone other than MSP unless MSP has agreed. Corrections of unauthorized modifications shall be at the rate of $250.00 per hour and may be grounds for immediate termination by MSP of this Managed Services Agreement. Client agrees to prohibit others, including its principals, officers and employees from installing hardware, working on the technical aspects of the operating systems on the Servers and PC’s or to give anyone Domain Administrator access. Only MSP will make administrative or technical changes to the servers.

22. Assignment (General Binding Clause)

This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

23. Software Licensing

Company will not install any software for which Customer does not hold a valid software license.

24. Entire Agreement; Amendments

This Agreement (a) sets forth the entire understanding of the parties concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof, whether oral or written, and (b) may not be modified or amended, except by a written instrument executed after the effective date of this Agreement by the party sought to be charged by the amendment or modification.

Managed Services Client Requirements

1. PC’s, Servers and network equipment including routers, switches, backup devices and media must be less than 5 years old or turning 5 years old in the first 11 months of the agreement. Servers must be replaced by clients upon reaching the age of 5 years. Replacement installation costs are billed outside the monthly service amount at MSP’s then hourly rate. Servers must be covered by an active hardware software warranty. MSP will coordinate warranty diagnostics, repairs and return to service.

2. PC’s (laptops/desktops/Macs) in excess of 5 years in age that fail will need to be replaced by the client with a new machine or one that is less than 5 years in age. Work to restore or replace equipment older than 5 years will be billed as an additional charge.

3. All Servers, Desktop PC’s and Notebooks/Laptops with Microsoft Windows or Apple operating systems must be running an operating system supported by Microsoft or Apple with support expected to continue 12 months or more with the latest service packs and critical updates installed. As Microsoft or Apple stops supporting an operating system Client must update their operating system or remove it from any access to the network.

4. Clients will maintain service/support contracts for hardware such as routers, firewalls, switches, and specialty software applications. TSG makes the best effort to support specialty software applications after reviewing and accepting them as supported products. If the manufacturer of specialty software applications no longer supports or has an end-of-life product, it is highly likely TSG will no longer be able to support the product.

5. If a client has software particular to its business which is installed on its network, the client is responsible for obtaining installation, training and continuing technical support from the software provider. MSP technicians can assist with network support, but they are not experts in all software applications and rely on the software manufacturer to provide software support at Client’s expense.

6. This Agreement covers users and their associated computers and other devices as detailed in the appendix. Clients shall provide a desktop and laptop which are less than 5 years old in good functioning condition to serve as a hot spare. A hot spare will not be counted as an operating computer for purposes of this Agreement.

7. For each new device added during the term of this agreement, the monthly Managed Service fee will increase by $250.00 per month per device.

8. All server and desktop software must be genuine, licensed and vendor supported.

9. If applicable, the network must have a currently licensed, vendor-supported server-based backup solution that can be monitored and send notifications on job failures and successes.

10. The network must have a currently licensed, vendor-supported hardware firewall between the internal network and the Internet.

11. All wireless data traffic in the environment must be securely encrypted.

12. There must be an outside static IP address assigned to a network device, allowing VPN access.

At the time of initiating service for Client, MSP will evaluate Client’s network and determine whether all Managed Services Requirements are in place and if not in place will install the required services.

Charges for bringing the network into compliance with the requirements will be billed as incurred as additional services.