Master Services Agreement

This Master Services Agreement ("Agreement") is by and between Systems Support Corporation ("Systems Support") and our valued client ("Client") and (individually referred to as "Party" and collectively as "Parties").

1. Services: Systems Support shall provide Services to Client as described in more detail in each Action Plan which shall be governed by this Agreement and incorporated into this Agreement as if set forth herein. Each Action Plan shall provide a description of the Services to be performed, the date upon which services will start, the fees to by paid to Systems Support under the Action Plan and this Agreement, the Services implementation plan, Client responsibilities and any other terms and conditions agreed to by the Parties.

2. Onsite Services: Onsite support will be initiated at the sole discretion of Systems Support as part of the escalation process for issues that cannot be corrected remotely. Any onsite service work will first be approved and authorized by Client. Client acknowledges that any onsite support work may result in travel time charges.

3. Client Responsibilities:

Client responsibilities are tailored to each Client's needs and are itemized in each Action Plan executed between the Parties.

4. Term: This Agreement is effective upon the date Client executes the Action Plan for IT Services ("Action Plan") and renews on the first (1^st ) day of every month thereafter.

5. Fees & Expenses; Payment Terms: Client will be invoiced pursuant to Client's Action Plan on the first (1^st) day of each month with payment due before the first (1^st) day of the following month ("due date"). Systems Support reserves the right to adjust fees upon thirty (30) days advance notice to Client. ACH payments will be processed on the fifteenth (15^th) day of the month in which the invoice was issued (e.g. invoice issued June 1^st, ACH processed June 15^th). If payment is not received by the due date, payment for both the prior month and current month will become immediately due and owing. Service will be suspended if payment in full is not received within 60 days of the due date. Systems Support shall charge interest at the rate of 1.5% per month for any overdue amounts and shall be entitled to reimbursement for all fees and expenses incurred in connection with enforcing the terms of this Agreement, including but not limited to legal fees. Systems Support shall further be entitled to reimbursement of all out-of-pocket costs incurred on behalf of Client.

6. Intellectual Property: Except for pre-existing materials, as set forth below, Client is, and shall be, the sole and exclusive owner of all rights, title and interest in and to Deliverables, including all intellectual property rights therein. Systems Support agrees, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables shall be deemed a "work made for hire" for Client. Upon the reasonable request of Client, Systems Support shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect or record its rights in or to any Deliverables.

Systems Support and its licensors and any third-party licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to any pre-existing intellectual property, including all intellectual property rights therein. Systems Support hereby grants Client a non-transferable license to use, display, reproduce, distribute or transmit any pre-existing materials to the extent incorporated in, combined with or otherwise necessary for the use of Deliverables. All other rights in and to the pre-existing materials are expressly reserved by Systems Support.

7. Confidentiality: For purposes of this Agreement, the term "Confidential Information" shall mean all non-public information of either Party, whether or not marked as confidential or proprietary, including, without limitation, client lists, client information, supplier lists, financial information, contractual information, designs, pricing information, internal business organization information, marketing, business and expansion plans and all other business documents, notes, records, research and development, intellectual property, technologies, processes, procedures, programs, systems, products and methods of either Party, and all written, oral or electronic information concerning any of the preceding. Confidential Information shall not include any information which (i) was in the public domain at the time it was disclosed, or thereafter enters the public domain through no fault of the Party alleging violation of this Section; (ii) was available to a Party at the time of disclosure to that Party, or thereafter becomes known by that Party, on a non-confidential basis; (iii) information which is independently developed by either Party without use of or reference to the other Party's Confidential Information; or (iv) is disclosed or used by a Party with the other Party's advance written approval.

The Parties acknowledge that in the course of Systems Support's rendering of the Services, the Parties will be exposed and may have access to each other's Confidential Information. The Parties shall protect each other's Confidential Information with the same degree of care as they use to protect their own Confidential Information but no less than a reasonable degree of care. Except as otherwise provided herein, upon the expiration or termination of this Agreement, Client will, upon request of Systems Support, return or certify the deletion of all records, files and other documents, or copies thereof of the Confidential Information then in Client's possession.

Systems Support and Client agree that all Confidential Information of the other party will not be disclosed to any third person without the prior express written approval of the other party. Notwithstanding the above, Client agrees that Systems Support may (i) utilize Client's name as part of its marketing efforts; (ii) without notice to Client, report to the appropriate authorities any conduct by Client that Systems Support believes violates applicable law; and (iii) disclose any Confidential Information in its possession to any law enforcement, governmental, or regulatory agency in response to a formal order that on its face meets the requirements for such a request.

8. Relationship. The Parties are independent parties; and this Agreement does not make the Parties principal and agent, partners, employer and employee; nor does it create a joint venture. It is further understood that there is no relationship, including but not limited to a partnership, joint venture, subcontractor or other commission-based relationship, between any party that referred Systems Support or Client to the other Party to this Agreement.

9. Non-Solicitation: Neither Systems Support nor Client will solicit, recruit, or hire any employee of the other party while under this Agreement and for a period of 12 months after termination of the Agreement for any reason. The Parties mutually agree that in the event of Client's breach of this non-solicitation provision, Client shall pay liquidated damages in the amount of One Hundred Fifty Thousand Dollars ($150,000).

10. DECLINED PRODUCTS OR SERVICES: NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SYSTEMS SUPPORT SHALL HAVE NO LIABILITY FOR ANY PRODUCT OR SERVICE OFFERED TO CLIENT DURING THE TERM WHICH SUCH PRODUCT OR SERVICE WAS DECLINED BY CLIENT.

Cyber Insurance: Client is responsible for its own cyber security insurance. Systems Support recommends that Client secure and maintain Cyber Liability Insurance to insure Client's cyber exposures. If Client elects not to obtain such insurance, it does so at its own risk and Client understands that Systems Support's insurance policy may not cover Client's expenses in the event of a cyber incident.

11. Equitable Relief: Each Party acknowledges that a breach of this agreement may cause Systems Support irreparable damages, for which an award of damages would not be adequate compensation and therefore, in the event of such breach or threatened breach, Systems Support will be entitled to equitable relief without being required to post a bond or other form of security, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy available at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity.

12. Termination. A Party may terminate the Agreement at any time by providing at least 30 days written notice to the other Party at the address provided in this Agreement, or such other address as may later be provided by either Party. Termination of this Agreement shall likewise operate as a termination of all applicable Action Plans then in effect and be subject to any and all applicable costs, expenses, and/or charges outlined in this Agreement and the Action Plan. Systems Support may terminate this Agreement and/or any Action Plan immediately: (a) if Client fails to pay any applicable fees due for any Action Plan within ten (10) days after receipt of written notice from Systems Support of non-payment; or (b) if Client commits any other breach of this Agreement and fails to cure such breach within ten (10) business days after receipt of written notice from Systems Support. If an Action Plan is terminated, Client will pay Systems Support for Services rendered within ten (10) days of the effective date of such termination, and all expenses and reasonable termination costs incurred through the termination date.

13. Notices: All formal notices or demands shall be in writing and shall be deemed effectively given upon personal delivery or, if mailed, by prepaid certified mail return receipt requested, to the notice address shown in the Quote and Systems Support documents and if to Systems Support at the address below. Either Party may change its notification address by giving the other Party prior written notice of the new address and the effective date. Notices to Systems Support should be sent to:

Systems Support Corp.

462 Plain Street, Ste. 206

Marshfield, MA 02050

14. Limited Warranty: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYSTEMS SUPPORT DISCLAIMS IN ITS ENTIRETY ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WARRANTIES THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR RESULT IN COMPLETE SECURITY FROM DATA LOSS, WARRANTIES OF QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY. ALL SERVICES ARE PROVIDED ON AN "AS-IS BASIS".

15. Indemnification: Client shall indemnify and hold harmless Systems Support and its officers, owners, directors, agents, affiliates, and employees from and against any and all claims, suits, judgments, proceedings, demands, liabilities, obligations, losses, damages, costs, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorney's fees) unless caused by the willful misconduct or gross negligence of Systems Support.

16. Limitation of Liability: SYSTEMS SUPPORT SHALL NOT BE LIABLE TO CLIENT FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED BY SYSTEMS SUPPORT, EVEN IF SYSTEMS SUPPORT HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTRARY IN THE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF SYSTEMS SUPPORT AND ANY OF ITS OFFICERS, OWNERS, DIRECTORS, AGENTS, AFFILIATES, OR EMPLOYEES UNDER ANY THEORY OF LAW (INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, STRICT LIABILITY AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CLIENT TO SYSTEMS SUPPORT FOR THREE MONTHS OF SERVICE.

17. CYBER SECURITY: Neither this Agreement nor any Action Plan shall constitute an absolute guaranty regarding the security of data of client. Additionally, absent an action plan specifically including the design and implementation of industry standard administrative, physical and technical safeguards to protect against unauthorized access, Systems Support is not responsible or liable for any damages related to the administrative, physical or technical safeguards Client purchases to protect against unauthorized access, disclosure or use of personally identifiable information maintained by Client.

18. Third Party Services: Client may elect to have work done by third-parties or to perform work itself during the term of this Agreement that may impact the work hereunder. Unless specifically in an Action Plan as a provided service, Systems Support is not responsible for assisting with, modifying or remediating any impact caused by Client or a third-party. If any such work by a third-party invalidates, impacts, damages or changes any of the settings, security or other network functionality, design or access (collectively, "Network Changes") maintained by Systems Support, Client accepts full risk of loss for such Network Changes. Client agrees to indemnify and hold Systems Support harmless to the maximum extent permitted by law for any direct, indirect damage, consequential, special or punitive damages caused in whole or in part by any third-party action. "Third-party" does not include Systems Support's employees, independent contractors, third party contractors, vendors, or agents that Systems Support elects to use in performance of its obligations under this Agreement.

19. Delays and Force Majeure: Systems Support will make reasonable effort to perform the services to be provided to Client on a timely basis without delay caused by Systems Support. Systems Support is not liable or responsible in any manner for delays caused by Client or third parties and any such delays shall not constitute default. Further, Systems Support will not be in default of any obligation under this Agreement if Systems Support is unable to perform the obligation is due to any event beyond Systems Support's control and without its fault or negligence ("Force Majeure"), including without limitation, power grid or the internet failure, natural disaster, war, riot, pandemic or epidemic, strikes, any acts or omissions of any governmental authority, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts of God or other events of similar magnitude. In any such event, Systems Support shall not be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses, including without limitation loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of or arose from a Force Majeure.

20. Disputes: Any dispute between the parties shall be resolved, in order, by (i) meaningful, good faith discussion between the parties that is intended to resolve the dispute; (ii) escalation to senior executives of the Parties for discussion with the intent to resolve the dispute; (iii) the pursuit of any remedy available at law or in equity to resolve the dispute.

21. Applicable Law & Venue: This Agreement will be governed by and construed in accordance with the Laws of the Commonwealth of Massachusetts without reference to its principles of conflicts of laws. Both Parties consent to the exclusive jurisdiction and venue of any court within the Commonwealth of Massachusetts in connection with any dispute arising out of, or in connection with this Agreement and the parties agree to waive their rights to a jury trial

22. Assignment. Client may not assign its rights or obligations under this Agreement without System Support's prior written consent, which shall not be unreasonably withheld.

23. Severability: Should any provision of this agreement be deemed unenforceable; the remaining provisions shall remain in force.

24. Entire Agreement: This Agreement together with any Action Plan(s) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings, and negotiations, whether oral or written, between the Parties. The Agreement may only be amended in writing and requires the signature of both parties. In the event of a conflict between the provisions of the Action Plan and the provisions set forth in this Agreement, the provisions of this Agreement shall govern.