MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (“Agreement”), effective as of [Effective Date] is between Emtec Application Services, Inc. (hereinafter “Service Provider”) and [Customer Name] (hereinafter “Customer”) having its principal place of business at [Customer Address] (Service Provider and Customer collectively “Parties” or each a “Party”). WHEREAS, Service Provider is engaged in the business of providing consulting and related technology services for a broad spectrum of IT solutions; and WHEREAS, Customer desires to engage Service Provider to provide such services for itself or customers of Customer through Service Provider Personnel (“Personnel” meaning individuals provided by Service Provider to provide the Services in an SOW); NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1 Scope of the Agreement, Statements of Work, and Affiliates. 1.1 Scope. As a “master” form of contract, this Agreement allows the Parties to contract for multiple projects through the issuance of multiple Statements of Work, without having to renegotiate the basic terms and conditions contained herein. This Agreement covers the provision of services by Service Provider and Service Provider’s affiliates and, accordingly, this Agreement represents a vehicle by which Customer can efficiently contract with Service Provider and its affiliates for a broad range of services. 1.2 Statement of Work (SOW). The specific details of each project under this Agreement (each a “Project”) will be separately negotiated and specified in writing on terms to be mutually agreed upon by the Parties in individual Statements of Work (each a “SOW”). Service Provider will provide the services as are detailed in an executed SOW (hereafter “Services”). Each SOW shall (a) detail the scope of work to be performed, including, but not limited to, all applicable Services, deliverables and other materials to be provided to Customer; (b) specify the applicable hourly rate, milestone-based, or fixed-fee schedule for performing such Services; and (c) include such additional terms and conditions as appropriate or necessary, including if the work will be for a customer of Customer. If Customer requests that Service Provider perform Services for a customer of Customer, Customer shall still be ultimately liable for compliance with all the terms and conditions hereunder. Customer may request additional services, which shall be mutually agreed in a subsequent SOW or change order, in either case, such shall be incorporated herein and subject hereto. Each SOW shall constitute a separate agreement and, except for provisions herein which are specifically excluded or modified in such SOW, shall incorporate all the terms and conditions hereof. 1.3 Affiliates. An SOW may be executed by Service Provider or an affiliate of Service Provider. Affiliate shall mean any company controlled by, or under common control with, Service Provider. Affiliates will always be disclosed in advance to Customer who may always choose whether or not to contract directly with such affiliate. An affiliate shall be entitled to all of the rights and interests of Service Provider under this Agreement and may enforce and perform this Agreement in its own name. Notwithstanding, all such rights, interests and enforcement shall be in connection with specific SOWs that such affiliates have directly entered into with Customer. Each affiliate shall be severally liable for its obligations under each SOW it enters into and shall be bound by and solely responsible for performance of all of the obligations thereunder. 2 Fees and Payment. 2.1 Fees. Unless otherwise agreed to in the applicable SOW, Service Provider shall invoice Customer every other week and Customer shall pay the fees as described in each SOW net 15 days from invoice date without deduction, reduction or offset of any kind. Customer shall pay invoices via ACH (in US), EFT (in Canada) or, upon request by Customer via credit card. However, Customer agrees that there will be a 2.5% charge added onto any invoice that is paid by credit card to cover the costs incurred by Service Provider associated with accepting credit card payments. Amounts not paid when due, will be subject to a late charge of 1.5% per month, or, if less, the highest rate permitted by law. Without limiting any other rights or remedies available, Service Provider reserves the right to suspend Services during any period when Customer’s account is past due, but Service Provider will give prior notice of such intent to stop working prior so Customer has a chance to come current. Should Service Provider spend any funds (including but not limited to collection agency funds, attorney’s fees, and court costs) in collecting any unpaid invoices that are more than 30 days past due, Customer shall reimburse such costs to Service Provider. 2.2 Software and License Resale. If Customer requests that Service Provider purchase any software or licenses on behalf of Customer, such may be invoiced separately and must be paid in the earlier of fifteen (15) days from the invoice date or two (2) weeks from the anticipated project start date. In any event, Customer acknowledges and agrees that project commencement may be delayed and Services may be reduced or unavailable until all software and license payments are made in full. 2.3 Project Initiation Fee. Unless otherwise agreed to in the SOW, Customer agrees to pay Service Provider 20% of the estimated total contract value prior to any work commencing under a specific SOW. 2.4 Expenses. Customer shall reimburse Service Provider, at cost, for all reasonable and actual travel, lodging, meals, telephone, postage, courier, and other out of pocket expenses incurred by Service Provider in connection with provision of the Services. 2.5 Taxes. Customer shall pay all personal property, sales, use, and other taxes (excluding taxes based upon Service Provider’s net income) that are imposed by any Federal, state, or local or foreign government authority as a result of the execution of, or performance under, this Agreement and any SOWs. 3 Customer Responsibilities. 3.1 As a condition precedent to Service Provider’s continuing obligations to perform the Services, Customer shall, at Customer’s expense: (a) if applicable, procure any consents or rights required from the owner or licensor of third party software or systems for Service Provider to provide the Services; (b) maintain Customer equipment, peripherals, systems, and software in accordance with their applicable specifications; (c) provide sufficient, qualified personnel capable of performing Customer’s duties, tasks, and obligations under any SOW in a competent and workmanlike manner; (d) provide all cooperation and information reasonably requested by Service Provider in connection with performance of the Services and afford Service Provider access to Customer’s computer systems and equipment necessary for the Services to be performed; and (e) perform such other duties and tasks as may be reasonably required to permit Service Provider to perform its duties, tasks, and obligations under any SOW. 3.2 Customer acknowledges and agrees that its failure to perform or to timely perform any of its obligations under this Agreement and any SOW may affect the timing and cost of Services to be provided by Service Provider. Service Provider shall not be liable for any deviations from any schedules or work-plans agreed to by the Parties under a SOW due to such failure(s) by Customer, provided that Service Provider has notified Customer of such failure(s). 3.3 Unless otherwise agreed to in the SOW, Customer shall have three (3) business days after delivery to reject or accept the Services or deliverables if they are not in conformance with the SOW specifications. If no notice is given within the notice period, the Services and deliverables will be deemed accepted. 4 Warranty; Disclaimer. Service Provider warrants that the Services shall be performed in a competent and workmanlike manner in accordance with applicable commercial standards. Except as expressly set forth in this Section, the Services and each constituent thereof are provided without warranty of any kind, express or implied, including, without limitation, any warranties that the Services or any deliverables provided via the Services are free from defects, merchantable, fit for a particular purpose, or non-infringing. This disclaimer of warranty constitutes an essential part of this Agreement. Service Provider shall not be responsible or liable for problems with software or systems which are caused by Customer’s computer equipment, operating systems, or software or other systems. Service Provider has not represented or warranted that the Services will be uninterrupted, error free or without delay and does not make any such representation or warranty. 5 Limitation of Liability. 5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES OR ANY CONSTITUENT THEREOF, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. 5.2 WITH THE EXCEPTION OF DAMAGES ARISING OUT OF A BREACH OF PROPRIETARY INFORMATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL VALUE OF FEES AGREED TO UNDER THE SOW GIVING RISE TO THE APPLICABLE CLAIM. 6 Confidentiality. 6.1 Definition. “Confidential Information” means any information or data that is disclosed by or on behalf of a Party (in such capacity, the “Disclosing Party”) to the other Party (in such capacity the “Receiving Party”) under or in contemplation of this Agreement or otherwise in connection with the Services and that (a) is clearly marked or otherwise designated as confidential when disclosed, (b) which derives value to Disclosing Party from being confidential, or (c) which would be regarded as confidential by a reasonable business person. Confidential Information of Service Provider includes, without limitation, the terms and conditions of this Agreement, the Service Provider Technology, and information received from third parties that Service Provider is obligated to treat as confidential. Confidential Information, including all copies, will be deemed the property of the Disclosing Party. 6.2 Use. With respect to all Confidential Information of the Disclosing Party, the Receiving Party shall: (a) use it only in connection with the work contemplated in this Agreement; (b) restrict disclosure of it solely to those employees, agents and independent contractors of the Receiving Party with a need to know to perform their responsibilities hereunder and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement (collectively, “Authorized Parties”); (c) advise Authorized Parties who gain access to Confidential Information of their obligations with respect to the Confidential Information; (d) ensure that any confidentiality markings are reproduced in full on any copies; and (e) safeguard such with at least the same degree of care to avoid unauthorized disclosure and use as the Receiving Party uses to protect its own confidential information, but in no event less than a reasonable standard of care. 6.3 Exceptions. The obligations of Section 6.2 will not apply to any Confidential Information that: (a) is or becomes available to the public through no breach of this Agreement; (b) was previously known by the Receiving Party without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; or (d) is independently developed by the Receiving Party without the use of or reference to Confidential Information of the Disclosing Party. In addition, Customer agrees that Service Provider may disclose the fact and general nature of Customer’s relationship with Service Provider. 6.4 Compelled Disclosure. The prohibitions on disclosure of Confidential Information contained herein shall not apply to the extent that such Confidential Information is disclosed as required by law or regulation or in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such law, regulation, or order and only if the Receiving Party (if permitted by law) first notifies the Disclosing Party so that the Disclosing Party may seek an appropriate protective order. 6.5 Survival; Disposal. The obligations on Confidential Information will remain in effect for a period of three (3) years from the date of disclosure or, with respect to trade secrets, for so long as such Confidential Information remains a trade secret. The Receiving Party shall, within 15 days following a written request by the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party, excluding archived electronic backup files, and to the extent copies are required by applicable law, or bona fide document retention policies designed to comply with applicable laws. 7 Work for Hire & Service Provider Technology. 7.1 Work for Hire. Any deliverables specified in an SOW (“Deliverables”) will be considered “Work for Hire” under U.S. Copyright law and as such, all Deliverables shall be the sole and exclusive property of Customer. Work for Hire shall not include any commercial off the shelf software (“COTS Software”) that is incorporated in any deliverable, and the ownership and rights surrounding the use of any such COTS Software shall be as set forth in the applicable COTS Software end user license or sublicense agreement. 7.2 Service Provider Technology. Customer acknowledges and agrees that the data, technology, materials, information, and software used by Service Provider in the performance of the Services which is not otherwise defined as a Deliverable, including, without limitation: (a) technology or software supplied or licensed to Service Provider by third parties; (b) discoveries, ideas, theories, improvements, designs, original works of authorship (including custom code), processes, algorithms, inventions, know-how, methodologies, software originally created by Service Provider, techniques and other information, and all intermediate and partial versions thereof; (c) all documentation, program materials, flowcharts, notes, outlines and the like created in connection therewith; and (d) all derivative works from the foregoing (collectively, the "Service Provider Technology"), as well as all trademarks, service marks, patents, copyrights, trade secrets, and other proprietary rights in or related to Services or Service Provider Technology, are and will, as between the Parties, remain the exclusive property of Service Provider or its licensors. Customer will not take any action that jeopardizes Service Provider’s or licensors’ rights or acquire any ownership or other right, title or interest in or to any of the Service Provider Technology by reason of this Agreement or otherwise. Service Provider and/or its licensor(s) will own all rights in any copy, translation, modification, adaptation or derivation of the Service Provider Technology, including any improvements or developments thereof. Such ownership shall inure to the benefit of Service Provider from the date of the conception, creation, or fixation of the Service Provider Technology in a tangible medium of expression, as applicable. To the extent any Service Provider Technology is provided for Customer to use as part of the Services, Service Provider hereby grants to Customer a non-exclusive, perpetual, worldwide, royalty free, fully paid license (irrevocable upon full payment) to use such Service Provider Technology for Customer’s internal purposes and for no other purposes whatsoever. Customer shall not reverse engineer, decompile, decode, decrypt, disassemble, or any way derive source code from any of Service Provider Technology. 8 Acknowledgment of Third Party Product Reliance; Third Party Limitation. 8.1 In providing the Services, Service Provider may rely upon information, instructions, and services from Customer and/or its customers, their employees and agents, and other third parties providing computer and communications hardware, software and Internet services and instructions in connection with the Services. Provided Service Provider has accurately transmitted data and complied with authorized instructions in performance of the Services, Customer fully assumes the risk associated with errors in such information, instructions, and services. 8.2 Customer acknowledges that Service Provider is not responsible for any action or inaction of any third party that is not a subcontractor of Service Provider, including, but not limited to, hardware or software vendors or Internet service providers. Accordingly, Service Provider does not make any representations or warranties with respect to any such third party or its products or services. 9 Term & Termination. The term of this Agreement is one (1) year from the effective date hereof. The term is automatically renewed for successive one (1) year periods (for a maximum of 10 years total term) unless either Party terminates as provided herein. 9.1 Termination. Either Party may terminate this Agreement or any SOW hereunder: (a) upon (30) days’ prior written notice to the other Party for convenience; or (b) with respect to any unperformed Services, immediately, without prejudice to any other remedy such Party may have, upon the occurrence of (i) any material breach by the other Party of its obligations under this Agreement or an SOW that is not cured within thirty (30) days after the non-breaching Party’s notice of such breach and intent to terminate this Agreement; or (ii) the other Party making an assignment for the benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any similar law, or the appointment of a trustee or receiver for such Party or its property. 9.2 Effects of Termination. If this Agreement is terminated during an active SOW which has not been terminated, the terms of this Agreement shall remain in effect through the completion date of the SOW. Upon termination of this Agreement, Customer shall immediately pay Service Provider for all Services and products furnished and expenses incurred through the date of termination. The terms of Sections which by their nature are intended to survive termination shall survive, including but not limited to payment and confidentiality obligations. 10 Non-Solicitation. 10.1 Service Provider has invested substantial time and money in developing its employees to have the specialized technical skills required under each SOW. As such, during the term of each SOW and for twelve (12) months following its termination, Customer agrees not to solicit or hire (in any capacity) any of Service Provider’s employees who directly provide Services under the relevant SOW. 10.2 In the event of a breach of the non-solicit provision, the breaching Party shall immediately pay the other Party a fee to offset the cost of having to replace such employee in the amount of fifty percent (50%) of the total compensation (including, wages, salary, bonuses, commissions, and otherwise) that the non-breaching Party expected to pay the employee over the next twelve (12) months of employment. Money damages for a breach of non-solicitation shall not be limited to the foregoing and such shall not be construed as a liquidated damage clause; rather it reflects the cost of replacing such employee. 10.3 The Parties further agree that the provisions in this Non-Solicitation Section shall not preclude or limit any available actions at law or in equity, including, without limitation, any form of damages or any injunctive or equitable relief, for misappropriation of trade secrets, unfair competition, breach of contract, interference with business relations, or any other cause of action arising from or out of the hiring or solicitation of the employee. 11 Dispute Resolution. 11.1 Dispute. In the event of any controversy or claim arising out of or relating to this Agreement or the breach thereof that cannot be resolved by the Parties’ respective project managers within a reasonable period of time (not to exceed ten (10) business days) (a “Dispute”), at the written request of either Party, each of the Parties shall designate a representative from its senior management who does not devote substantially all of his or her time to performance under this Agreement to attempt to resolve the Dispute. The designated representatives shall negotiate in good faith in an effort to resolve the Dispute over a period of an additional ten (10) business days, unless they mutually conclude that amicable resolution of the Dispute through such efforts does not appear likely. 11.2 Mediation. If a Dispute cannot be settled in accordance with Section 11.1, the Parties agree first to try in good faith to settle the dispute by Mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to other dispute resolution procedures. 11.3 Arbitration. If a Dispute has not been resolved in accordance with Section 11.1 or 11.2, the Dispute shall be settled by binding arbitration. The arbitration will be conducted in a mutually convenient place by a single arbitrator in accordance with the procedures in this Agreement and the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall have experience with and knowledge of commercial matters relating to information technology systems or information technology consulting services. The arbitrator shall have no power to award damages inconsistent with this Agreement or punitive damages or any other damages not measured by the prevailing Party’s losses, and the Parties expressly waive any right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrator have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. 11.4 Confidentiality; Enforcement. Any negotiation, mediation or arbitration hereunder shall be treated as confidential. Neither the Parties nor the mediator or arbitrator may disclose the existence, content or results of any Dispute, except as necessary to comply with legal or regulatory requirements. The result of any arbitration hereunder shall be binding on the Parties, and judgment on the arbitrator’s award may be entered in any court having jurisdiction. 11.5 Exceptions; Injunctive Relief. For Disputes involving non-payment or breach of confidentiality obligations, either Party may seek all available remedies without the necessity of the foregoing procedures. Any violation regarding Confidential Information could cause irreparable harm, for which monetary damages may be an inadequate remedy, and in such event, either Party shall be entitled to seek injunctive relief. 12 Miscellaneous. 12.1 Export Regulations. Each Party agrees to comply with all United States Export Administration laws and regulations, including but not limited to deemed export and re-export regulations, and to not disclose, export or re-export any commodity, software, technical data or technology or the product of such data or technology (individually and collectively, “Technology”) that requires a license under the deemed export or deemed re-export regulations without the proper license. Customer shall inform Service Provider whether Service Provider will have access to any Customer Technology that requires such a license and be responsible for obtaining such. Customer shall also be responsible for the preparation and submission of all Encryption Review Requests (“ERR”) required by Parts 742.15 and 740.17 of the Export Administration Regulations (“EAR”), and shall inform Service Provider of the Commodity Classification Automated Tracking System number associated with the ERR, and any License Exception ENC sub-authorities granted. 12.2 PCI Compliance. Customer represents and warrants that it will not grant access to Service Provider to any credit card data or other electronically stored data which is subject to the Payment Card Industry Data Security Standard (“PCI DSS”) unless such data is encrypted or otherwise specifically protection compliant to the PCI DSS. 12.3 Amendments. This Agreement shall not be amended, modified, or supplemented without the written agreement of both Parties. No terms and conditions contained in any “click-wrap” license or similar electronic notification shall be of force or effect, nor shall any terms and conditions contained in any invoice, purchase order or similar transactional document used by Customer be deemed to amend or supplement the Agreement. Customer recognizes that Service Provider Personnel are without authorization to approve work change requests or waive Agreement requirements. 12.4 Assignment. Except as otherwise provided in this Agreement, neither Party may assign or otherwise transfer this Agreement or an SOW or any rights or obligations under such without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that no such approval shall be required in the event of a transaction involving a change in control of a Party, sale, or other disposition of all or substantially all of the assets of the business or operations of a Party or by operation of law. Notwithstanding, Service Provider reserves the right to utilize subcontractors from time to time in order to deliver the Services, and agrees that it shall be responsible for all Services performed by its subcontractors to the same degree that it is responsible for its own performance. 12.5 Force Majeure. Neither Party will be liable for any failure or delay in performing under this Agreement where such failure or delay is due to causes beyond its reasonable control, including natural catastrophes, epidemics, diseases or public health emergencies, governmental acts or omissions, laws or regulations, war, terrorism, labor strikes or difficulties, communications systems breakdowns, hardware or software failures, transportation stoppages or slowdowns, or the inability to procure supplies or materials. 12.6 Notices. Any notice, consent, demand, or request required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered personally or by a nationally recognized courier service, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Parties at the addresses set forth on the signature page hereof or to any other address as either Party may designate in a written notice to the other. 12.7 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable by any arbitrator or court of competent jurisdiction, such provision shall be construed, if possible, to be amended in order to avoid such invalidity or unenforceability and to preserve as closely as possible the intent of the Parties. If such cannot be modified, then the invalid or unenforceable provision shall be deemed separable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of such. 12.8 Relationship; Authority. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. 12.9 Marketing. Service Provider may use Customer’s name and logo in sales efforts including websites and presentations but shall not disclose any Confidential Information, nor the amount of any fees paid. Customer shall have the sole authority to pre-approve any press releases or case studies utilizing Customer’s name or logo. 12.10 Non-Waiver. The failure of either Party to enforce any term or condition of this Agreement shall not be construed as a waiver of the future performance of such. 12.11 Construction; Redlining. Headings and captions of the paragraphs of this Agreement are solely for the Parties’ convenience and are not an aid in the interpretation of hereof nor do they constitute a part hereof. No term hereof shall be construed against a Party because it drafted such term. Each Party represents that it or its counsel has "redlined" or otherwise called attention to all changes that it made and sent such to the other Party in previously-sent drafts of the Agreement, including but not limited to drafts of any attachments, exhibits, etc., as well as that it made no changes to the execution copy after the Parties agreed on terms. 12.12 Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws principles. Any action hereunder shall be brought, and each Party consents to personal jurisdiction in the State of Delaware or the Province of Ontario, if Services are provided in the United States or Canada, respectively. Each Party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement. 12.13 Entire Agreement; Precedence. This Agreement represents the entire agreement between Service Provider and Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements. In the event of any conflict between the terms and conditions of this Agreement and any other terms and conditions, the order of precedence is as follows: (a) this Agreement, (b) the SOW (unless the SOW explicitly states its intent to override a clause herein by name and number, in which case such override is allowed for that clause only), (c) any other terms the Parties agreed to in writing. The undersigned represent and warrant that they have executed this Agreement by their duly authorized representatives. Service Provider Customer By ____________________________ By ______________________________ Authorized Signatory Authorized Signatory Name ____________________________ Name ______________________________ Date ____________________________ Date ______________________________ Address for Legal Notices: Address for Legal Notices: Emtec Legal Department [Customer] Attn: Corporate Counsel Attn: 9454 Philips Highway [Address] Interstate South Commerce Center [Address] Suite 8 [Email] Jacksonville, FL 32256 CC to: Email: legal@emtecinc.com