MASTER SERVICES AGREEMENT

Online version — these master terms are incorporated by reference into each Statement of Work between Integrated Cloud Solutions, LLC and its clients. This document is not client-specific.

Version date: June 20, 2026

This Master Services Agreement (“Agreement”) is entered into by and between Integrated Cloud Solutions, LLC, an Indiana limited liability company (“ICS”), and the client that accepts this Agreement (“Client”), whether by executing a Statement of Work that references this Agreement, by accepting this Agreement electronically, or by otherwise ordering or using the Services. The “Effective Date” is the earliest date on which Client first accepts this Agreement by any of those means. ICS and Client may each be referred to herein as a “party” or collectively herein as the “parties.”

1. Services and Fees.

a. Services: ICS will provide information technology engineering and consulting services to Client as well as the sale of hardware, software or other products (“Services”), the scope of which shall be agreed upon by the parties in a written, mutually executed Statement of Work (“SOW”), which shall be subject to the terms of this Agreement.

b. Statement of Work: SOWs will specify the scope of the Services that ICS will provide to Client and the fees owed by Client to ICS. In the event that the terms of a SOW conflicts with the terms of this Agreement, the terms of the SOW shall control.

c. Change Orders: A SOW may be amended/changed by the parties’ execution of a “Change Order,” which shall be subject to the terms of the SOW and this Agreement.

d. Payment: Client shall pay ICS invoices net 30. Client will owe ICS interest in the amount of 1.5 percent per month (or the greatest amount allowed by state law) on all overdue balances. ICS will credit Client payments on overdue balances first to late payment charges and next to the unpaid balance. ICS may at its sole discretion withhold delivery of Services to Client if Client does not timely pay ICS invoices.

e. Costs and Expenses: Client shall be responsible for costs and expenses incurred by ICS to provide the Services and to procure hardware, software tools, licensing and vendor service agreements necessary to perform the Services.

f. Disputed Charges: In the event Client disputes a charge on an invoice issued by ICS, Client shall notify ICS in writing of its dispute within 14 days of the invoice date and include a detailed description of the basis of such dispute (the “Disputed Charge”). Failure of Client to timely submit written notice regarding a Disputed Charge shall constitute Client’s acceptance of the invoice and agreement to pay the invoice in full according to its terms. The parties shall work together in good faith to resolve any such Disputed Charge, provided that ICS shall have sole authority to determine whether or not it will alter the terms of the invoice based on the Disputed Charge. In the event ICS agrees to alter the terms of the invoice, it will issue a new invoice to Client and Client will pay the invoice pursuant to the terms stated thereon. If ICS does not alter the terms of the invoice, Client shall remain liable for paying the invoice pursuant to the terms stated thereon. Client shall be responsible for all costs and expenses including attorney fees incurred by ICS to collect on unpaid amounts owed by Client.

g. Taxes: Client shall be responsible for all sales and other taxes associated with its purchase of the Services.

h. Regulations: Client acknowledges, understands and agrees that Client’s compliance with any applicable regulations, including but not limited to HIPAA (ICS is not a business associate of client under HIPAA) and CMMC, is not in the scope of ICS’s Services.

2. Term and Termination.

a. Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated in accordance with this Section.

b. Termination: Notwithstanding any other provision of this Agreement, neither Party may terminate this Agreement for convenience or otherwise (except for cause in the event of a material breach that is not cured under Section 2.d) if there is any Statement of Work (“SOW”) in effect that has not yet been completed or otherwise terminated in accordance with its terms (“Active SOW”). For clarity, the termination or expiration of an individual SOW does not affect the enforceability of this Agreement with respect to other Active SOWs. This Agreement shall remain in effect and govern all Active SOWs until each such SOW has been completed, terminated, or has expired pursuant to its terms.

c. Termination Fees: Each SOW shall specify certain termination fees, early cancellation charges, or other costs associated with terminating that SOW prior to its completion (“Termination Fees”). In the event of any permitted termination under an Active SOW, the terminating Party shall be responsible for paying any applicable Termination Fees as set forth in the SOW, and all other accrued but unpaid fees or expenses incurred through the effective date of termination.

d. Termination for Cause: Either Party may terminate this Agreement (and any or all related SOWs) immediately upon written notice if:

I. The other Party commits a material breach of this Agreement or the applicable SOW, and such breach remains uncured for thirty (30) days following receipt of written notice of the breach; or

II. The other Party (i) becomes insolvent; (ii) files or has filed against it any petition under any bankruptcy or insolvency law that is not dismissed within sixty (60) days after filing; or (iii) makes a general assignment for the benefit of its creditors.

e. Effect of Termination: Upon termination or expiration of this Agreement:

I. Each Party shall promptly return or, at the disclosing Party’s direction, destroy all Confidential Information of the other Party in its possession, except to the extent such information must be maintained for legal or compliance purposes.

II. Any payment obligations that have accrued prior to the date of termination, including any applicable Termination Fees, shall become immediately due and payable.

III. All rights and obligations of the Parties under this Agreement shall cease, except for those provisions that, by their nature, are intended to survive termination or expiration (including, but not limited to, provisions related to confidentiality, limitation of liability, indemnification, and payment).

f. Survival: The provisions of this Section and any other provisions in this Agreement or any applicable SOW which by their nature should reasonably survive termination or expiration, shall survive any termination or expiration of this Agreement for any reason.

3. General Project Assumptions.

a. Client and ICS will communicate about the Services in a manner that ensures the timely and accurate exchange of technical, managerial, and project-related information between the parties.

b. Either party may request a change or modification to the terms and conditions of a particular SOW in the event of actual or anticipated change(s) to the agreed upon scope of Services, Deliverables, project schedule, fee, or any other aspect of a SOW. Client will prepare a written Project Change Request Form on a form acceptable to ICS reflecting the proposed changes, including but not limited to the impact on the subject Services, Deliverables, project schedule, and fee, which Project Change Request Form must be approved in writing by the parties to be effective. The parties agree to negotiate all Project Change Request Form requests expeditiously and in good faith. For clarity, however, ICS shall not be required to agree to a change or modification requested by Client.

c. Unless otherwise specifically stated in a SOW, Client agrees to each of the following enumerated Assumptions.

d. Client will verify that all required information pertaining to proposed Services and/or Deliverables are properly and accurately included and identified to ensure both parties understand the scope of the Services to be performed.

e. Client will appoint and make available a Point of Contact (“POC”) that has the authority to act on behalf of and bind Client with respect to Services.

f. Client will provide ICS reasonable access to Client facilities, systems, staff, information, workspace, network connectivity, power sources, VPN or Remote Access to systems, licensed software media, license keys, hardware and equipment required to perform the Services, and any and all other necessary materials required to perform the Services outlined in any SOW. ICS will notify Client of the needs for a particular Service in writing prior to execution of the SOW for that Service.

g. Unless specifically enumerated in a SOW, all licenses for hardware and software products associated with ICS’s provision of Services and/or Deliverables must be purchased by Client separately.

h. ICS is not responsible for defects that arise during the migration and/or installation of any software or hardware products unless such defect was caused directly and exclusively by the negligence of ICS.

i. Unless specifically enumerated in a SOW, Client shall be responsible for any third-party charges or costs that may apply, or which may be incurred by Client when calling for support during any specific project.

j. Client’s existing network infrastructure, systems and applications associated with any specific project contemplated by a SOW shall be in proper working order and condition and there are no defects that have not been defined or otherwise disclosed to ICS as part of a specific SOW which may impact the provision of the Services and/or Deliverables by ICS. Client shall inform ICS prior to any changes to Client’s existing infrastructure, systems and applications that may affect the timeframe, or completion of the Services and/or Deliverables by ICS pursuant to any SOW.

k. Any project specifically contemplated by a SOW will be considered complete when all Services and/or Deliverables contained in the SOW, together with any approved Project Change Request Forms related to such SOW, have been delivered and/or completed.

l. ICS resources and schedules will be assigned at ICS’s sole discretion.

m. The performance of all Services by ICS will be during normal business hours, which is Monday through Friday from 8am–5pm, EST, excluding holidays. The provision of unplanned or emergency Services that extend beyond standard business hours will, unless otherwise agreed in a SOW, be charged at ICS’s then-current “Emergency on Call” applicable rate.

4. Personnel.

a. Team Composition: ICS shall determine, after consultation with Client, the size, composition, and distribution of ICS’s resource team, which may change from time to time based upon the scope and complexity of the Services.

b. Removal: Client may require ICS to remove a team member if, after consultation with ICS, Client reasonably determines that the individual is not suitable to perform the Services. Any such removal shall be effective at a time as reasonably determined by Client and communicated to ICS. Client and ICS will mutually agree on a replacement team member to perform the Services as soon as practicable. For emergency purposes, only and with prior consent from Client, ICS reserves the right to recall ICS employees deployed at Client’s location or otherwise engaged for Client’s benefit and agrees to cover corresponding expenses directly related to such removal or recall.

c. Computer System Access: If ICS personnel will have access to any part of Client’s computer system while performing or providing the Services under this Agreement, ICS and its personnel will use such access solely to perform ICS’s obligations under this Agreement. ICS understands and agrees that: (i) any access by ICS personnel to Client’s live environment is subject to monitoring by Client; (ii) ICS personnel will make no change to any Client system without Client’s prior written approval for the specific change or without such change contemplated as part of the Services pursuant to an agreed SOW; and (iii) all user identification numbers and passwords disclosed to ICS and any information obtained by ICS as a result of ICS’s access to or use of Client’s computer and electronic storage systems will be considered Confidential Information of Client.

d. Non-Hire and Non-Solicitation: Commencing on the Effective Date, and for a period of one (1) year after the termination of the applicable SOW on which an ICS employee or retained consultant worked, both parties agree not to directly or indirectly solicit for employment (or for the provision of services as a contractual representative or retained consultant in any capacity) the other party’s employees or retained consultants without the prior written consent of the other party. For the purpose of this Section, an applicable SOW shall be deemed terminated upon the termination of this Agreement for any reason. If the Client (including its parent, subsidiaries, or partners) hires or contracts with an ICS Consultant in any capacity during the Term or within one (1) year after, the Client must pay ICS either Thirty-Five Thousand Dollars (US $35,000) or 100% of that Consultant’s first-year compensation—whichever is greater—as liquidated damages. This fee is not a penalty; it reasonably reflects ICS’s costs in recruiting and training a comparable replacement.

5. Confidentiality.

a. Confidential Information: Each party acknowledges that the other party is the owner of valuable trade secrets and other confidential information, as well as other like information that is licensed from third parties (“Confidential Information”). Each party shall treat such Confidential Information as strictly confidential and shall not use such information for its own purposes or for third parties, or divulge or permit to be divulged to, or examined or copied by others, any Confidential Information or data obtained by the other party, or to which a party is otherwise exposed, in connection with this Agreement or otherwise: (a) which is confidential or proprietary to a party, including, without limitation, all patient and demographic information; (b) which relates to the trade secrets, methods, intellectual property, research, products, operations, policies, procedures, techniques, accounts or personnel of a party; or (c) which is confidential or proprietary to a third party and in the possession, custody or control of a party. In the event of a breach or threatened breach of the provisions of this Section, the non-breaching party shall be entitled to seek an injunction restraining such breach or threatened breach without having to prove actual damages or threatened irreparable harm. Such injunctive relief as a party may obtain shall be in addition to any other rights and remedies available at law and in equity.

b. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) is disclosed to a third-party by the disclosing party without restrictions on disclosure; (c) is rightfully acquired by the Receiving Party from a third-party; (d) is independently developed without access to or use of the disclosing party’s Confidential Information; or (e) was previously known to the receiving party without any nondisclosure obligation. Notwithstanding the foregoing, either party, as the receiving party, may disclose the disclosing party’s Confidential Information if such disclosure is in response to a valid order of a court or other governmental body or is otherwise required to be disclosed by law; provided, however, that the receiving party will, unless prohibited by applicable law, first have given written notice thereof to the disclosing party.

6. EULAs.

Portions of the Services may require Client to accept the terms of one or more third party End User License Agreements or other similar agreements (“EULAs”). Client agrees to accept such EULAs, or, if applicable, Client grants ICS permission to accept the EULA on Client’s behalf. Client acknowledges, agrees and understands that ICS is not a party to any such EULAs and has no responsibility thereunder.

7. Proprietary Rights.

a. Each party shall retain all rights in (i) rights, works, inventions, discoveries, processes, improvements, specifications, instructions, and any other intellectual property (whether or not patentable) that the party owns, conceives and/or reduces to practice, whether alone or jointly with others at any time; and (ii) all enhancements, modifications, and derivative works thereof; any and all current and future computer hardware or software products and/or Services information, roadmap, technical or financial information, customer names, addresses and related data, contracts, practices, procedures, methodologies and other business information, including software reports, strategies, plans documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired (“Intellectual Property Rights”) that it owned or developed prior to the commencement date of this Agreement, or acquired or developed after the date of this Agreement without reference to or use of the intellectual property of the other party.

b. No licenses shall be deemed to have been granted by either party to any of its Intellectual Property Rights except as otherwise expressly provided in this Agreement. Client acknowledges that the Services generally do not involve the development of any significant intellectual property which is unique to Client or based upon Client Confidential Information. Client therefore agrees that ICS: (a) shall own and retain all Intellectual Property Rights in or related to the Services, or tangible components thereof; (b) shall retain all right, title and interest in and to all Intellectual Property Rights used in performing the Services which are based on trade secrets or proprietary information of ICS or are otherwise owned or licensed by ICS (collectively, the “ICS Tools”); (c) shall be free to use the ideas, concepts and know-how which are used, developed or created in the course of performing the Services (collectively, the “ICS Technology”), all of which constitute Intellectual Property Rights on the part of ICS in any technology which may be developed to facilitate delivery of the Services; (d) shall retain all right, title and interest in and to all repeatable processes and reusable forms, templates or output which are developed, created or otherwise used by or on behalf of ICS in the course of performing the Services without reference to or use of the Intellectual Property Rights or Confidential Information of Client (collectively, the “Generic Components”); and (e) shall retain ownership of any ICS Tools, ICS Technology or Generic Components that become embedded in any deliverables created in the performance of the Services. ICS hereby grants to the Client a royalty-free, non-transferable, non-exclusive license to use any such embedded ICS Tools, ICS Technology, and Generic Components solely in connection with the Client’s use of the Services or tangible components thereof during the term of this Agreement. Nothing herein shall prevent either party from using the techniques, ideas, and other know-how gained during the performance of this Agreement in the furtherance of its business, to the extent that this does not result in disclosure of Confidential Information or unauthorized use of any Intellectual Property Rights of the other party. Client acknowledges that information, software, and documentation created by ICS in the course of delivering the Services which relate to ICS’s internal processes and procedures may be used by ICS to facilitate delivery of services to other customers; however, ICS will not disclose Client’s Intellectual Property Rights or Client’s Confidential Information to any other third party in the delivery of services to other customers.

c. To the extent ICS is required or deems it expedient to use software owned or used by Client to perform the Services (“Client Software”), Client grants ICS a non-exclusive, worldwide, royalty-free license to use Client Software during the term of this Agreement solely for the purpose of providing the Services. In the event that Client Software comprises or includes any third-party software, Client shall ensure that ICS has the right to use such Client Software as necessary to perform the Services. Client warrants that all software it provides to ICS for installation, configuration, or use in any way, has been legally obtained and is properly licensed. Client further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws. To the extent Client needs to use any software owned or used by ICS to receive the Services (“ICS Software”), ICS grants Client a non-exclusive, worldwide, royalty-free license to use ICS Software during the term of this Agreement solely for the purpose of receiving the Services. If the ICS Software comprises or includes any third-party Software, ICS shall ensure that Client has the right to use such Software as necessary to receive the Services.

d. Notwithstanding the foregoing provisions of this Section and to the extent any specific Service provided by ICS to Client pursuant to a specific SOW involves the independent development of a significant intellectual property which is unique to Client or based upon Client Confidential Information (“Unique Client Deliverable”) and upon payment in full of all undisputed charges arising from any SOW, Client shall be entitled to retain ownership of such Unique Client Deliverable developed by or with the assistance or input of ICS and/or ICS’s employees in connection with the Services or their other activities under this Agreement or any SOW. Without limiting the foregoing, the Unique Client Deliverable provided by ICS pursuant to a SOW, unless specifically agreed in writing by the parties, shall be the sole and exclusive property of Client and Client shall own all right, title, and interest in such Unique Client Deliverable, including any associated documentation, exclusive of any derivative works arising from such Unique Client Deliverable. Except as otherwise set forth herein, ICS and its employees each hereby assigns to Client all of their respective right, title, and interest in and to any and all Unique Client Deliverable created hereunder, including any and all copyrights in the Unique Client Deliverable. The Unique Client Deliverable shall be deemed a “work made for hire” as that term is defined under Section 101 of the U.S. Copyright Act and Client shall be considered the person for whom the work was prepared for purposes of determining authorship of any copyright in the Unique Client Deliverable or ownership of any intellectual property rights therein.

8. Additional Responsibilities.

ICS IS NOT RESPONSIBLE FOR LOSS OF, CORRUPTION OF, OR DAMAGE TO CLIENT DATA OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK UNLESS THE LOSS, CORRUPTION, OR DAMAGE IS CAUSED BY THE SOLE NEGLIGENCE OF ICS OR ITS REPRESENTATIVES, EMPLOYEES, AND/OR AGENTS.

9. Contingencies on delivery of Services.

Client acknowledges that ICS’s performance and delivery of the Services are contingent upon: (i) Client providing safe and hazard-free access to its personnel, facilities, equipment, hardware, software, network, and information and (ii) Client’s timely decision-making, notification of relevant issues or information and granting of approvals and/or permission. Client will promptly obtain and provide to ICS any required licenses, approvals or consents necessary for ICS’s performance of the Services. Client shall perform all of Client’s obligations as set out in any SOW. Client shall provide reasonable assistance, cooperation, timely decisions, and support in connection with the provision of the Services by ICS. Client shall provide ICS with access to and use of all that information, data, and internal resources as is reasonably necessary to deliver the Services. Client represents and warrants that all information and data supplied to ICS under this Agreement is current, complete, and accurate. Client shall provide, where applicable, secure access to adequate workspace, supplies, facilities (including local and wide area networks), telephones, power, and lighting (“Client Facilities”) at no charge. Client Facilities must be within reasonable proximity to where the Services are to be performed. Client shall provide timely access and use of Client Facilities and any assets belonging to Client or any assets which Client is entitled to use (“Client Assets”) necessary to enable ICS to perform the Services. ICS may not use Client Facilities and Client Assets for any purpose other than the provision of the Services under this Agreement without the prior written consent of Client. Client shall ensure that, in the course of accessing or using Client Facilities and Client Assets, ICS shall not be exposed to any materials or conditions which are classified or identified as hazardous, toxic, or unsafe under applicable law and Client shall comply with all local health and safety law and regulations in respect of such Client Facilities and Client Assets. Client shall be responsible for obtaining all consents, approvals, and licenses required by Client’s suppliers, Client’s licensors, Client’s lessors, Client’s government regulators (if applicable) and other third parties which are necessary to support or permit the provision of the Services by ICS under this Agreement, at no cost to ICS (“Required Consents”). In the event that one or more Required Consents cannot be obtained by Client, the parties shall cooperate with each other and take reasonable steps to resolve the matter, provided however that ICS shall not be liable for failure to provide the Services or to achieve service levels under any SOW to the extent such failure is caused by result of Client’s failure or inability to obtain any such Required Consents. ICS shall execute such non-disclosure agreements as the applicable suppliers, owners, licensors, or lessors may reasonably request as a condition of providing Required Consents. Client shall be responsible for carrying out equipment and technology upgrades, refreshes and replacements for any equipment and technology that is out of scope, as specified in accordance with the provisions of the SOW.

10. Representations and Warranties.

a. Each party represents and warrants that (i) it has the full corporate right, power and authority to enter into this Agreement, (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms and (iv) it will comply with all applicable Federal and State laws and regulations in the course of exercising rights or performing obligations under this Agreement.

b. ICS represents and warrants that it will comply with all applicable laws and regulations in its provision of the Services. ICS will provision the Services in a manner that conforms to industry standards.

c. ICS represents and warrants that it will provide the Services in a professional manner and with industry standards.

d. ICS covenants that it will comply with all applicable and reasonable Client policies, provided that such policies are given to ICS by Client in advance of the execution and performance under a SOW.

e. Client represents and warrants that it has commercial liability insurance and cyber insurance in amounts that are adequate to account for the nature of its operations and exposure that results therefrom and that Client will maintain such insurance throughout its engagement with ICS.

11. LIMITATION OF LIABILITY.

a. WITH REGARD TO SOFTWARE AS A SERVICE, ICS IS A RESELLER, NOT THE ORIGINAL MANUFACTURER, PRODUCER OR LICENSOR OF ANY PRODUCT. ICS IS NOT A PARTY TO ANY AGREEMENTS, INCLUDING WARRANTIES, BETWEEN CLIENT AND THE MANUFACTURER, PRODUCER OR LICENSOR OF ANY PRODUCT, AND ICS THEREFORE DISCLAIMS ANY WARRANTY RESPONSIBILITY REGARDING THE PRODUCT.

b. ICS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL, OR WRITTEN, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AS TO THOSE SERVICES OR DELIVERABLES PROVIDED HEREUNDER OR PURSUANT TO ANY SOW, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NON-INTERFERENCE, OR NON-INFRINGEMENT.

c. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR DAMAGES ARISING UNDER THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, ANY LOSSES OR DAMAGES AS A RESULT OF PERFORMANCE BY EITHER PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT UNDER THE SOW THAT GAVE RISE TO THE LOSSES OR DAMAGES.

d. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE OR LOSS OF DATA, WHETHER IN AN ACTION ARISING IN CONTRACT, TORT, STATUTE OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OR POTENTIAL OF SUCH DAMAGES AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES IS FORESEEABLE; PROVIDED, HOWEVER, THAT THIS DAMAGES EXCLUSION SHALL NOT APPLY TO A PARTY’S BREACH OF ITS OBLIGATIONS WITH REGARD TO THE OTHER PARTY’S CONFIDENTIAL INFORMATION OR A PARTY’S INDEMNIFICATION OBLIGATIONS. CLIENT ACKNOWLEDGES THAT FOR PURPOSES OF THIS SECTION, ‘LOST PROFITS’ AND ‘LOST REVENUES’ DOES NOT INCLUDE ITS PAYMENT OBLIGATIONS TO ICS PURSUANT TO THIS AGREEMENT OR ANY APPLICABLE SOW.

e. NOTWITHSTANDING THE PROVISIONS OF SECTIONS 8(A) THROUGH 8(D) ABOVE, ICS SHALL HAVE NO LIABILITY FOR ANY OF CLIENT’S DATA, CONTENT, SOFTWARE, OR OTHER MATERIALS LOCATED, USED, OR RESTORED AT AN ICS FACILITY OR IN AN ICS VEHICLE, OR TRANSMITTED USING ICS’S NETWORK, EXCEPT ICS’S INDEMNIFICATION OBLIGATIONS OR OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION. UNDER NO CIRCUMSTANCES WILL ICS BE CONSIDERED THE OFFICIAL CUSTODIAN OR RECORD KEEPER OF CLIENT’S DATA FOR REGULATORY OR OTHER PURPOSES.

12. Indemnity.

a. Each party agrees to indemnify, defend and hold harmless, the other party, its officers, Affiliates, directors, employees and agents, from and against any actual or alleged claims, losses or damages resulting from such party’s negligent acts, errors and/or omissions. In no event shall either party, its officers, Affiliates, directors, employees or agents be liable for consequential, special indirect, incidental or punitive damages arising from performance under this Agreement.

b. Client shall indemnify, defend and hold harmless ICS against any claims, actions, damages, losses, expenses or liabilities, including reasonable attorneys’ fees, to the extent brought against ICS by a third party and arising from (i) infringement or misappropriation of any U.S. patent, copyright or other proprietary right attributable to Client’s data, content, software or other materials, or (ii) Client’s use of any Services or Deliverables in violation of any law, rule or regulation.

c. An indemnifying party shall have no obligation for indemnification unless the other party promptly gives written notice to the indemnifying party after any applicable matter arises and allows the indemnifying party to have sole control of the defense or settlement of any underlying claim; provided that, the indemnifying party may not settle a claim without the other party’s prior written consent if it places liability, obligations or adversely affects the other party, such consent not to be unreasonably withheld. Notice required by this Section will be considered prompt as long as there is no material prejudice to the indemnifying party. The obligations contained in this Section shall survive the termination of this Agreement or any SOW for any reason.

13. Assignment; Successors.

Neither party’s rights or obligations under this Agreement (except the right to receive money) will be assigned or delegated without the written consent of the other party, except that either party may, without such consent, assign all of its rights and delegate all of its obligations under this Agreement to an entity: (a) which such party owns or controls; (b) by which such party is owned or controlled; or (c) which is under common ownership or control with such party.

14. Publicity.

With Client’s prior written permission, ICS may use Client’s name, logo, and trademarks (collectively, the “Client Marks”) for marketing, promotional, and public relations purposes and may reference Client as a customer in press releases, case studies, presentations, websites, and other promotional materials.

15. Independent Contractor Relationship.

The parties’ relationship hereunder is that of independent contractors. This Agreement does not create any employment, agency, franchise, joint venture, partnership or other similar legal relationship between Client and ICS.

16. Dispute Resolution.

a. The parties shall attempt to settle and resolve completely all disputes, controversies or differences between the parties arising out of or in relation to or in connection with this Agreement through good-faith negotiation between senior management of both parties, followed if necessary by a mediation conducted by a mutually agreeable professional mediator, the fees for which the parties will share equally.

b. All disputes, controversies or differences between the parties arising out of or in relation to or in connection with this Agreement, which cannot be amicably settled or resolved through informal negotiations or mediation as provided in this Section above, shall be finally resolved by binding arbitration before one arbitrator pursuant to the then applicable commercial rules of the American Arbitration Association (“Arbitration Rules”). All proceedings in any arbitration requested by any party shall be conducted exclusively in Indianapolis, Indiana. Arbitration may be commenced at any time by the party seeking arbitration by giving written notice to the other party that such dispute has been referred to arbitration pursuant to the terms of this Section. The arbitrator shall be selected by the mutual agreement of the parties, but if the parties do not so agree within twenty (20) days after the date of the issuance of the arbitration notice, the arbitrator shall be selected pursuant to the Arbitration Rules. Any award rendered by the arbitrator shall be conclusive and binding upon the parties.

c. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding. The fees and expenses of the arbitrator and the arbitration shall initially be allocated equally between the parties to the dispute unless the parties otherwise agree; however, the prevailing party (whether by final award, settlement, or otherwise) shall be entitled, in addition to such other relief as may be granted in the arbitrator’s award, to the reimbursement of its reasonable attorneys’ fees, all witness fees, travel costs, its portion of all arbitrator and arbitration fees and expenses incurred, and all other costs and expenses incurred by the prevailing party related thereto. All applicable statutes of limitations shall be tolled for the purposes of the arbitration no later than the day that the claim is initiated by written notice as contemplated herein.

d. Notwithstanding the determination by the parties to utilize arbitration as specified above for resolution of disputes arising out of or in connection with this Agreement, nothing herein shall preclude either party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including without limitation, a temporary restraining order or other injunctive relief, to prevent a breach of this Agreement relating to intellectual property or Confidential Information, or to otherwise maintain the status quo pending outcome of any binding arbitration proceedings.

17. Notices.

Any notice required or permitted to be given hereunder shall, except where specifically provided otherwise, be given in writing to ICS at the address or email address set forth in its signature block below, and to Client at the address or email address Client provides in the applicable Statement of Work or upon acceptance of this Agreement, either by a mail service with proof of delivery (e.g., USPS certified mail or FedEx) or by email. A notice shall be deemed given on the date it is delivered to the receiving party.

18. Force Majeure.

Except with respect to the protection of Confidential Information, neither party will be responsible for delay in performance due to unforeseen and unknown acts of God, natural disasters, war, insurrection, or acts of terrorism, in each case to the extent outside of the non-performing party’s reasonable control (“Force Majeure Events”), provided the non-performing party utilizes all commercially practicable efforts to mitigate the effects of any Force Majeure Events.

19. Entire Agreement.

This Agreement, as well as applicable SOWs, is the entire agreement between ICS and Client with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties with respect to such subject matter. The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.

20. Headings.

The headings used in this Agreement are for the convenience of the parties only and shall not be deemed a part of, or referenced in, the construction of this Agreement.

21. Amendment.

This Agreement may be modified only through a written instrument executed by both parties.

22. Severability.

Any term or condition of this Agreement which is determined by a court or other governmental body to be unenforceable in any authority will, as to such term or condition and jurisdiction only, be deemed severed to the extent of such unenforceability and, subject to such severance, this Agreement will continue in effect in accordance with its other terms and conditions.

23. Governing Law.

The Parties shall comply fully with all applicable laws, rules and regulations of any public or governmental authority having jurisdiction over the transactions and Services governed under this Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Indiana, without giving effect to any choice of law rules which may direct the application of the laws of any other jurisdiction. In the event a judicial proceeding is permissible and commenced by a party, it shall be venued in the courts of Hamilton County, Indiana.

24. No Waiver.

No term or provision of this Agreement will be deemed waived and no breach will be deemed excused unless such waiver or consent will be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other will constitute consent to, waiver of, or excuse for any different or subsequent breach.

25. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Acceptance

By executing a Statement of Work that references this Agreement, by accepting this Agreement electronically, or by otherwise ordering or using the Services, Client acknowledges that it has read, understands, and agrees to be bound by this Agreement as of the Effective Date.

Where the parties elect to execute a signed copy, the authorized representatives of the parties have executed this Agreement as of the Effective Date.

Opting in to text-message communications (Exhibit A) is optional and is not required to accept this Agreement or to receive the Services.

Client

Company: __________________________________
Address: __________________________________
Signed: ______________________ Name: ______________________ Title: ____________ Date: __________

Integrated Cloud Solutions, LLC 11810 Technology Dr, Fishers, IN 46038

Signed: ______________________ Name: ______________________ Title: ____________ Date: __________

Exhibit A — Text Message (SMS) Communications (Optional)

This Exhibit is optional and is not part of the binding terms of the Agreement. Whether or not Client opts in below has no effect on the Agreement, any SOW, or the Services. Client may opt in now or later, and may opt out at any time.

Integrated Cloud Solutions, LLC (“ICS”) can send operational text messages related to Client’s account and services, including:

Identity and security verification (one-time passcodes)
Service and support ticket updates
Appointment and technician ETA / scheduling reminders
Account, outage, and maintenance alerts

ICS does not send marketing or promotional text messages.

☐ Yes — I agree to receive operational SMS text messages from ICS at the mobile number below.

Mobile number for text messages: __________________________________
Authorized contact name: __________________________________

Message frequency varies. Message and data rates may apply. Consent is not a condition of purchasing any goods or services. Reply STOP to unsubscribe at any time, or HELP for help. See our SMS Terms & Conditions (https://integratedcloud.solutions/sms-text-messaging-terms-conditions/) and our Mobile Messaging Privacy Policy (https://integratedcloud.solutions/mobile-messaging-privacy-policy/).