MASTER LICENSE AND SERVICES AGREEMENT THIS MASTER LICENSE AND SERVICES AGREEMENT (the “Agreement”) is effective as of this ________ day of ____________, 2020, (the “Effective Date”) by and between [Company Name], an [State] corporation, with offices located at [Address], [State] (“Company”), and PS Technology, Inc. (“PST”), a corporation organized under the laws of Delaware, with principal offices located at 248 Centennial Parkway, Suite 150, Louisville, CO 80027. This Agreement shall govern the terms and conditions for software and services provided under this Agreement. RECITALS WHEREAS, PST has developed and is the owner of certain software and other technology that Company desires to license from PST; WHEREAS, PST provides services, both professional and maintenance, that Company desires to receive from PST; and WHEREAS, PST desires to license certain software and technology to Company and to be retained by Company to provide services; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties intending to be legally bound, desire to establish certain terms and conditions and agree as follows. AGREEMENT 1. Definitions. 1.1 “Acceptance Period” shall mean the period set forth in the applicable Software Schedule, if any. 1.2 “Deliverables” mean all materials delivered to Company by PST as part of the Professional Services and created by PST in its performance of the Professional Services, including, but not limited to, computer programs, content, data, derivatives, designs, drawings, formulas, ideas, improvements, information, interfaces, know how, object code, processes, reports, results, software, source code, techniques, technology, templates, trade secrets, and/or other copyrightable subject matter. 1.3 “Documentation” shall mean, in digital, printed or other form, the technical, user and reference manuals, notes, instructions and summaries, technical release notes, Specifications and any other supporting documentation, related to the Software. 1.4 “Hardware” means the hardware products provided by PST as set forth in each applicable Schedule. 1.5 “License Term” shall have the meaning given to it in the applicable Schedule. 1.6 “Material Defects” shall mean a deviation in performance of the Software from the Specification that significantly impacts the functionality of the Software. 1.7 “Professional Services” means professional services including, but not limited to, development of Software, customizations, modifications, training services, installation support, implementation support, and integration support provided by PST to Company as more fully described in a Statement of Work mutually agreed upon by the parties. 1.8 “Schedule” means the mutually agreed upon license schedule, a form Schedule of which is attached hereto as Exhibit A. 1.9 “Services” shall mean collectively, both Professional and Support Services. 1.10 “Software” shall mean the software, modifications, and customizations thereof provided by PST as more fully defined in each Schedule associated with this Agreement. 1.11 “Specification” shall mean the exhibits and Documentation tied to each Schedule which describe the functionality of the Software as delivered to Company. 1.12 “Support Services” means the technical maintenance and support services and training provided by PST for the Software as more specifically set forth in Exhibit B or a Schedule. 1.13 “Territory” shall mean the geographic regions set forth in the applicable Schedule. 2. Fees. 2.1. Company must pay PST the license fees for the Software as set forth in each Schedule. 2.2. Company must pay PST for Services as set forth in the applicable Schedule and/or Statement of Work. Reasonable travel costs and expenses shall be billed at cost by PST and must be reimbursed by Company. The rates for Professional Services performed under a time and materials basis are set forth in Attachment A. These rates are subject to increase on an annual basis as determined by the lesser of the annual increase in the Consumer Price Index for all Urban Consumers (CPI-U) (as published by the Bureau of Labor Statistics of the U.S. Department of Labor), if any, or 4%. 2.3. All sums payable to PST by Company pursuant to the terms of this Agreement are due and payable within thirty (30) days of date of PST’s invoice. PST shall be entitled to its reasonable costs of collection (including attorneys fees) and will apply a service charge of one and one-half percent (1½%) per month on any sums due and owing and invoiced to Company if PST has not received payment from Company within thirty (30) days of the date of PST’s invoice. 3. Services. 3.1. Support Services. a. PST may provide Support Services to Company during a support term and at the service levels described in Exhibit B and/or a Schedule. b. Consultation will be available by telephone or email from 7:30 a.m. to 4:30 pm Mountain Time weekdays (Monday – Friday), exclusive of PST holidays (the “Working Day”). c. PST will provide response and resolution times as set forth in Exhibit B in response to properly documented trouble tickets initiated by Company due to failure of the Software and/or Hardware to operate in all material respects in accordance with the applicable Specification and Documentation. In response, PST will perform one or more of the following actions: (i) provide appropriate resource to resolve the problem; (ii) an update, patch or revision; (iii) a temporary bypass solution; (iv) a written statement that more information is required from Company to diagnose the problem; (v) a written statement that the problem will be corrected in a future maintenance release; and/or (vi) on-site support to resolve critical problems, as necessary. Notwithstanding the foregoing, PST’s obligations are subject to Company’s compliance with any necessary request made by PST to Company for data and/or information. Company agrees to respond with a turnaround time which is reflective of the level of criticality of the issue identified, which shall in no instance be longer than two (2) weeks. d. Fees for Support Services do not include maintenance and support attributable to: (i) any modification, reconfiguration or maintenance by any person other than as authorized by PST, with the exception that Company employees may initiate preliminary problem determination, or triage, and work towards a fix of any discovered issues; (ii) any factor outside of PST’s control, including without limitation catastrophes, Company negligence, operator error and environmental conditions; (iii) use of the Software not on authorized equipment; (iv) use of the Software not in accordance with the Documentation; (v) any hardware not supplied or support by PST; and (vi) use of other software not supplied or supported by PST. e. If Support Services are requested for non-Critical, errors/problems, those levels identified as Serious, Moderate, or Minor, and outside of the Working Day, Company shall pay PST at its then-current hourly rate in one-half hour increments. 3.2. Professional Services. Before undertaking a project for the provision of Professional Services, PST and Company must complete a statement of work in the same form as Exhibit C (“Statement of Work”). Each Statement of Work must be signed by each party and incorporate itself to this Agreement by reference. 3.3. PST shall retain sole control over the manner and means by which it performs its obligations hereunder and as set forth in the applicable Statement of Work and/or Schedule, and PST shall be entitled to subcontract (in whole or in part) PST’s responsibilities under this Agreement to a third party of PST’s choice. 3.4. Company shall use commercially reasonable efforts to cause its employees, contractors and agents to provide, in a timely manner and at no cost to PST, assistance, cooperation, information, data, and feedback to enable PST to perform its obligations hereunder as well as access (including, without limitation, remote access) to Company personnel, facilities and equipment as reasonably necessary for PST to provide the Services. Any delays by Company in providing requested data or information may cause an excused delay on the part of PST in resolution of an issue and/or performance of a service. 4. Ownership of Software and Intellectual Property. 4.1. Software. The Software is proprietary product of PST, the design and development of which reflect the efforts of skilled development experts and the investment of considerable time and money. Except for the license granted hereunder, PST shall have sole and exclusive ownership of all right, title and interest in and to the Software and all modifications, enhancements and customizations thereof, including but not limited to ownership of, right to license, all Intellectual Property Rights pertaining thereto, and all Documentation relating thereto. Company must keep the Software free and clear of all claims, liens and encumbrances arising out of Company’s acts or omissions. As used herein, “Intellectual Property Rights” shall mean all worldwide rights, title and interest (including, all patents, patent applications, business processes, copyright, data right, trademark, trade name, service mark, service name, trade secret, know-how or other similar right arising or enforceable under U.S. law, foreign law, or international treaty regime) in any information, system or software, including, without limitation, the Software, Documentation, databases, text, graphics, photographs, print, pictures, software, CD-ROM, database tapes, source and object codes, micro code, or any other form of technology or embodiment thereof, in any medium, whether currently known or developed in the future. 4.2. Work Product. Except as set forth in a Statement of Work, all Deliverables (or any portion of a Deliverable) authored, developed, conceived, or created pursuant to this Agreement, either alone or in collaboration, (collectively, “Work Product”) are the exclusive property of PST, and all right, title and interest to Work Product automatically vests in PST. If a Work Product or all right, title and interest to Work Product did not automatically vest in PST, Company hereby fully and irrevocably grants, assigns and conveys to PST all Intellectual Property Rights in and to all Work Product. Notwithstanding the foregoing, PST grants to Company a nonexclusive, royalty-free, perpetual license to use, execute, display, perform and distribute copies of Deliverables solely for its internal purposes. 4.3. PST may use all suggestions, feedback, improvements, report formats or the like that Company provides to PST or otherwise makes with respect to the Software and/or Deliverables without any obligation to Company. 5. License. 5.1. Grant of License. Upon full payment by Company to PST for the Software license fee set forth in the applicable Schedule, PST hereby grants Company a personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Software and Documentation in the Territory for the License Term. Company will have the right to use the Software for, and the Software will be permitted to be used by, both the operating and non-operating personnel of Company. This license may be revoked if Company is in material breach of the terms of this Agreement and fails to cure such material breach within thirty (30) days of receipt of written notice thereof from PST. 5.2. No Copying or Modifying the Software. Company may not copy (except that Company may hold one copy for archival or backup purposes) or modify the Software, or any adaptation, transcription or merged portion thereof, except as expressly authorized in writing by PST. Any modifications, improvement or alterations to the Software, whether authorized or not, made by Company or any third party shall be the sole and exclusive property of PST, and Company hereby agrees to automatically assign all of its right, title, and interest in and to such modifications, improvement or alterations to PST. Company may not maintain the Software, including, without limitations, fix defects or bugs in the Software. Company shall not disassemble, de-compile, or otherwise examine the Software for purposes of reverse engineering or reverse translation or in any other manner decode the Software, or facilitate or permit a third party to do so. 5.3. Restrictions on Use. Company agrees to use the Software solely for its internal business purposes. Company shall not (a) disclose, disseminate, sell, lease, rent, loan, assign, convey or otherwise transfer the Software or Documentation; (b) permit any third party to use the Software, including enabling or activating, or cause, permit or allow others to enable or activate any logins reserved for Company users; (c) process or permit to be processed the data of any other party through use of the Software; or (d) use the Software for the benefit of a third party or to develop a product that is similar to the Software or to operate a service bureau. Company will not remove any copyright, trademark or other proprietary notices of PST or any third party contained on or in Software or other materials delivered to Company, and Company will reproduce all such notices on all copies permitted to be made by PST under this Agreement. Company will take any and all actions that may reasonably be required by PST to protect the Intellectual Property Rights as owned by PST or its third party providers. 5.4. Suspension. PST reserves the right to suspend Company’s access to the Software immediately in the event of Company’s breach or suspected breach of such license grants and/or restrictions or any unauthorized use of the Software. 5.5. Newly Created IP. Notwithstanding Section 4.2(a), to the extent a Deliverable is an enhancement, modification, derivative, improvement or customization to the Software (“Newly Created IP”), PST hereby grants Company a limited, non-transferable license to execute, use and display the Newly Created IP in connection with its use of the Software. 5.6. Third Party Software and Components. The licensed Software may contain certain third party software programs or portions thereof included in the Software distributed under third party agreements with separate terms and conditions (“Third Party Software”). All Third Party Software is provided by the licensor of the Third Party Software and solely under such third party’s terms and conditions and not by PST. Therefore the obligations, duties and rights of PST and Company under this Agreement do not apply to such Third Party Software. Additionally, PST may embed certain software or other elements provided by third party suppliers to PST (“Third Party Components”). Such Third Party Components may also be loaded on the licensed Software. Third Party Components are licensed to Company pursuant to this Agreement. Company may only access Third Party Components of the licensed Software in the course of using the licensed Software. Company may not make or attempt any direct access to any such Third Party Components other than with the licensed Software. The Third-Party Software is the property of its respective third party supplier to PST. Such third party suppliers own all copies of the Third-Party Software, however made. Company agrees not to contest the ownership of the Third Party Components nor use any trademark or service mark belonging to such third party suppliers. All limitations, restrictions and obligations applicable to the licensed Software set forth in this Agreement shall apply to Company’s use of the Third Party Components. Company agrees that such third party suppliers are intended third party beneficiaries of the applicable terms and conditions of this Agreement intended to protect intellectual property rights in the licensed Software (including the Third Party Components) and limit certain uses thereof. 6. Hardware. To the extent applicable, Company may purchase Hardware separately or in conjunction with Software, as provided in a Schedule under this Agreement. Any purchase of Hardware by Company shall be made pursuant to and governed by the Hardware purchase terms and conditions attached to this Agreement as Exhibit D. 7. Term and Termination. 7.1. Term. This Agreement commences on the Effective Date and continues until terminated pursuant to the terms of this Agreement, and shall be in effect for as long as any Schedule and/or Statement of Work is in existence (collectively, the “Term”). 7.2. Termination of Agreement for Cause. If the breaching party fails to cure the breach or default of any of the terms, covenants, or conditions of the Agreement to the satisfaction of the non-breaching party thirty (30) days after receipt by the breaching party of written notice from the non-breaching party setting forth the nature of said breach or default, the non-breaching party shall have the right to terminate the Agreement without any further obligation to the breaching party. Any such termination for cause shall not in any way operate to preclude the non-breaching party from also pursuing all available remedies consistent with the terms of this Agreement. In the event that the non-breaching party elects to waive its remedies for any breach by the other party of any covenant, term or condition of the Agreement, such waiver by the non-breaching party shall not limit the non-breaching party’s remedies for any succeeding breach of that or of any other term, covenant, or condition of the Agreement. 7.3. Upon any expiration or other termination of this Agreement, all licenses granted herein immediately will terminate. Company represents and warrants that upon expiration or termination of this Agreement, Company will immediately (a) discontinue all use of the Software; (b) destroy any items relating to the Software (including but not limited to the Documentation) and purge any Software data from all electronic media; and (c) provide a notarized written certification to PST that Company has complied with this Section 7.3. For the avoidance of doubt, the termination/expiration of this Agreement as it applies to a particular Schedule does not terminate/expire this Agreement in relation to any other Schedule whose term is in existence at the time of such termination/expiration. 8. Survival. The provisions of this Agreement which by their nature survive, including, but not limited to, Sections 4, 8, 9, 10, 11, 13 and 14 herein, will survive the termination or expiration of this Agreement for any reason. 9. Indemnification. 9.1. PST Indemnification. PST shall indemnify and hold Company harmless from all losses, damages, costs and expenses, including reasonable attorneys’ fees, which are incurred on account of the assertion that the Software infringes any third party United States patent, or trademark, copyright or trade secret; provided, however, PST will have no obligation under this Section 9.1 in respect of any infringement claim arising from: (a) any modification of the Software not specifically authorized in writing by PST; (b) the incorporation of any feature or information provided by or requested by Company into the Software; (c) the combination of Software with any third party software, equipment or information not specified in the Documentation; (d) the use of a version of the Software other than the then-current version, if the infringement would have been avoided by use of the then-current version; or (e) Company’s misuse of the Software or failure to protect PST Confidential Information as required herein. Company must notify PST immediately of the assertion of any infringement claim. PST shall have sole control over such defense; provided, however, that it may not enter into any settlement binding upon Company without Company’s consent, which shall not be unreasonably withheld. 9.2. Alternatives. If Software becomes, or in PST’s sole opinion may become, the subject of an infringement claim or action, PST may in its sole discretion: (a) procure for Company, at PST’s expense, the right to continue to use the Software; (b) replace or modify the Software, at PST’s expense, so that the Software becomes non-infringing, but substantially equivalent in functionality; or (c), in the event that neither (a) or (b) are reasonably feasible return a reasonable portion of the license fees (taking into account the period during which Company used the Software) paid to PST for the infringing Software. Sections 9.1 and 9.2 state the entire liability of PST and Company’s sole and exclusive remedy for any infringement of third party intellectual or proprietary rights of any kind. 9.3. Company Indemnification. In the event Company breaches the license grants, restrictions and/or representations contained in this Agreement, Company will indemnify, defend and hold PST and its officers, directors, employees and representatives harmless from and against any claims, sanctions, fines, losses, costs, expenses (including reasonably attorney fees), settlements, damages or liabilities arising from such breach or unauthorized use of Software and/or Deliverables. 10. Limitation of Liability. IN NO EVENT WILL PST OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, SUFFERED BY COMPANY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOSS OF REPUTATION, LOSS OF GOOD WILL, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY USE OF OR INABILITY TO USE THE SOFTWARE AND/OR DELIVERABLE EVEN IF PST WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. IN NO EVENT WILL PST OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY AMOUNTS EXCEEDING THOSE ACTUALLY PAID BY COMPANY TO PST UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES. 11. Export Control. Company acknowledges that the Software may be subject to the export control laws and regulations of the United States and other countries, and any amendments thereof. Company agrees that it will not directly or indirectly export the Software into any country or use the Software in any manner except in compliance with all applicable U.S. and other countries export laws and regulations. 12. Warranties and Disclaimers. 12.1. Mutual Warranties. Each party represents and warrants that (a) it has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement without any further ratification or approval; (b) this Agreement constitutes the legal, valid and binding obligations of each party; and (c) it will comply with all applicable laws and regulations. 12.2. Limited Warranty. PST represents and warrants that (a) the Software and/or Deliverables will not contain any self-help code, unauthorized code, or any other such code designed to disable a computer program automatically with the passage of time or virus designed to disable, erase or otherwise harm software; and (b) that the Services performed hereunder will be performed by qualified, experienced personnel in a reasonably timely, professional and workmanlike manner. 12.3. Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 12.2 (LIMITED WARRANTIES), ALL SOFTWARE AND/OR DELIVERABLES ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. PST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF THE SOFTWARE AND/OR DELIVERABLES IS AT COMPANY’S SOLE RISK. PST DOES NOT WARRANT THAT THE SOFTWARE AND/OR DELIVERABLES WILL MEET COMPANY’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE AND/OR DELIVERABLES WILL BE CORRECTED. FURTHERMORE, PST DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE AND/OR DELIVERABLES IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PST OR PST’S AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. 13. Confidential Information. From time to time during the Term of this Agreement, both parties may become privy to certain proprietary, confidential or sensitive business information pertaining to the other party, including, but not limited to, (a) all information communicated by disclosing party that should reasonably be considered confidential under the circumstances, whether it was or was not identified as confidential at the time of disclosure; (b) all information identified as confidential to which receiving party has access in connection with the subject matter of this Agreement, whether before or after Effective Date; (c) any trade secret; (d) any existing or contemplated product, service, design, technology, software, process, technical data, engineering, technique, research, development, invention, methodology and concept and any related information; (e) information relating to any business plan, sale or marketing method, marketing, merchandising, pricing, analysis and report, customer information, personally identifiable information (“PII”), customer or supplier list or requirement, and (f) financial and accounting information (“Confidential Information”). For purposes of this Agreement, PST’s Software and/or Deliverables is Confidential Information. The receiving party agrees to hold the Confidential Information in the strictest confidence and to refrain from disclosing such information to third parties (except to its legal, financial and insurance counsel and auditors), directly or indirectly, except with the prior written consent of the other party or as may be required by legal, accounting or regulatory requirements beyond the reasonable control of the parties. Information shall not be or shall cease to be Confidential Information if it is or becomes publicly available through no direct or indirect act in breach of this Agreement of the receiving party or any of its employees, agents or contractors. Upon the earlier of request or the termination or expiration of this Agreement for any reason, each party will promptly deliver to the other party or destroy (at the party’s option) the other party’s Confidential Information and any copies, notes, extracts or summaries thereof. This provision shall survive any termination or other expiration of this Agreement. 14. Miscellaneous. 14.1. Taxes. Company shall be responsible for the payment and remittance of any sales or use taxes, goods and services taxes, value-added taxes, import/export fees, duties imposts or other similar governmental charges (referred to collectively hereafter as “Tax”) imposed on this Agreement or the Software and Services to be provided hereunder. Company shall not be responsible for PST’s income tax, or any tax imposed on PST’s capital or franchise, or any taxes imposed directly and exclusively upon PST for which Company is not otherwise responsible. 14.2. Publicity Rights. PST may identify Customer as a customer in promotional materials. Customer may request that PST cease identifying Customer at any time by submitting an email at support@pstechnology.com Requests may take thirty (30) days to process. 14.3. Choice of Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Colorado without reference to its choice of law rules, and the parties agree that in any dispute exclusive jurisdiction and venue must be in the state and federal courts of Colorado. The parties mutually acknowledge and agree that they hereby waive any defenses based on venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with this provision. 14.4. Independent Contractors. The parties are independent contractors and nothing in this Agreement will be construed to create a partnership, joint venture or employment relationship between the parties. 14.5. Force Majeure. Either party will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to, failures of third party software, acts of God or of the public enemy, U.S. or foreign governmental actions, labor shortages or strikes, communications or utility interruption or failure, fire, flood, epidemic, and freight embargoes. However, to be excused from delay or failure to perform, the party must act diligently to remedy the cause of the delay or failure. 14.6. Audit. Upon reasonable notice by PST, and not more than once annually (unless prior violations have been discovered), PST may audit relevant records at Company’s location during normal business hours to enable PST to ensure Company’s compliance with this Agreement. 14.7. Nonexclusive. Each party acknowledges and agrees that the rights granted to the other party in this Agreement are nonexclusive and that without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein. 14.8. Nonsolicitation of Personnel. Each of the parties acknowledges that it is critical to the other party that its staff, including programmers, systems analysts, maintenance staff, training staff and other employees, not be subject to unfair raiding as a result of the activities under this Agreement. Accordingly, each party covenants and agrees that it will not, at any time during the Term of this Agreement and for a period of one (1) year thereafter, without the prior written consent of the other party, directly or indirectly, personally solicit, or as a result of any such solicitation, hire, an individual who was an employee of the other party at any time during the Term of this Agreement, and with whom the first party became acquainted as a result of having worked with such employee in connection with this Agreement. This provision shall not prohibit either party from advertising employment opportunities in the public media, on its web site, or otherwise, or from hiring anyone who responds to such public solicitations. 14.9. Further Assurances. Each party agrees that it shall, from and after the Effective Date of this Agreement, execute and deliver such other documents and take such other actions as may reasonably be requested to effect the transactions contemplated hereunder. 14.10. Integrated Agreement. This Agreement, attached exhibits and all executed Schedules and Statement(s) of Work constitute the complete integrated agreement between the parties concerning the subject matter contained in this Agreement. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded and canceled in their entirety. 14.11. Counterparts. This Agreement may be executed in counterparts or duplicate originals, all of which are regarded as one and the same instrument. The parties consent to use of facsimile, electronic and/or digital signatures in the execution of this Agreement, and the same are binding upon the parties as if they were an original signature. Facsimile, electronic and digital copies of this Agreement, including properly executed PDF versions of this Agreement, are regarded as an original instrument by the parties. [MASTER LICENSE AND SERVICES AGREEMENT SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. [COMPANY NAME]: PS TECHNOLOGY, INC. By: By: Name: Name: Title: Title: Date: Date: EXHIBIT A (EXAMPLE ONLY) SOFTWARE LICENSE SCHEDULE (Template) Licensing for This Software License Schedule ___ (“Schedule”) to the Master License And Services Agreement dated _________ (the “Agreement”), is entered into by and between PS Technology, Inc., (“PST”) and _______________________________ (“Company”). Upon execution by the parties, this Schedule represents the parties’ agreement on licensing terms and fees for the Software listed below and is hereby incorporated into the Agreement by reference. Unless otherwise defined in this Schedule, terms set forth in initial uppercase letters have the meaning established in the Agreement. Software: The Software description is more fully set out in documentation attached hereto. Territory: License Term: Licensing Fee: $USD [ ] (“License Fee”) Delivery and Installation: Acceptance Tests: Invoicing. PST will invoice Company for the License Fee for the Software upon successful completion of the Acceptance Period and written acceptance of the Software by Company, which shall be sent within ______ business days of successful completion of Acceptance Period. Other terms: All fees/prices are exclusive of any taxes which are the responsibility of Company. If Company fails to provide written acceptance within the period set forth above, the Software shall be deemed accepted by Company. This Schedule may be executed in counterparts or duplicate originals, all of which are regarded as one and the same instrument. The parties consent to use of facsimile, electronic and/or digital signatures in the execution of this Schedule, and the same are binding upon the parties as if they were an original signature. Facsimile, electronic and digital copies of this Schedule, including properly executed PDF versions of this Schedule, are regarded as an original instrument by the parties. COMPANY: PS TECHNOLOGY, INC. By: By: Name: Name: Title: Title: Date: Date: Exhibit B (EXAMPLE ONLY): Support Services Response and Resolution Times Maintenance and Support Term: Software Level Definition Response Resolution Guideline Contact Process Critical Errors or problems which materially and adversely affect the use of any Software including errors or problems which halt processing of the Software, cause corruption of Company’s data by the Software, or cause a key function of the Software not to operate as defined in the Specifications or production problems that do not inhibit operations but significantly impede the regular flow of operations. Thirty (30) Minutes Resource immediately assigned until critical problem resolved. Continuous status updates required. Phone: 1-303-527-2148 Working Day 1-303-818-8687 After Hours Serious Production problems that do not inhibit operations but significantly impede the regular flow of operations. One (1) hour Resource assigned by next business day until resolved. Phone: 1-303-527-2148 Working Day 1-303-818-8687 After Hours Moderate Production problems where specific functions do not conform to Specifications; specific transaction scenarios give unexpected results; or the configuration does not conform to the defined environment, but does not substantially affect or undermine Program use. One (1) day Company to prioritize and schedule into release management plan. Phone, fax or E-Mail Minor Cosmetic production problems and general test systems problems that do not affect availability of the production system or on-line transaction processing. One (1) week Company to prioritize and schedule into release management plan. Phone, fax or E-Mail Hardware Client PST Response Time Frame Call for assistance with Hardware Issue (303) 527-2148 PST will respond to Client 1 Hour PST will diagnose error remotely and respond to Client with fix or the need to send Hardware to PST for further diagnosis 48 Hours If Needed, send Hardware to PST for further diagnosis PST will diagnose Hardware 1 week PST will respond to Client by either returning fixed Hardware or informing Client that Tier 2 support is required 3 Working Days if fixed Hardware is returned to Client Diagnose and repair Hardware by Tier 2 2 weeks Return fixed hardware to Client 3 Working Days EXHIBIT C (EXAMPLE ONLY) FORM STATEMENT OF WORK (Template) STATEMENT OF WORK NO. __ TO THE MASTER LICENSE AND SERVICES AGREEMENT BETWEEN PS TECHNOLOGY, INC. AND COMPANY PS Technology, Inc. (“PST”) and _______ (“Company”) enter into this Statement of Work No. ___ (“SOW”) on __________ (“SOW Effective Date”). This SOW is governed by the Master License and Services Agreement dated __________ (the “Agreement”) between PST and Company. Unless otherwise defined in this SOW, terms set forth in initial uppercase letters have the meaning established in the Agreement. PST agrees to complete the following project in accordance with the Agreement and the following terms: I. Project Overview II. Term of Schedule This SOW commences on the SOW Effective Date and terminates on [date]. III. Scope of Work IV. Responsibilities The Parties’ responsibilities under this SOW are as follows: A. Company: B. PST: V. Specifications The Services provided under this SOW must meet the following requirements and Specifications: VI. Milestones/Target Dates The work performed under this Schedule must be completed on or before the milestones described in the table below: No. Activity Description Primary Responsibility Competition Date VII. Resources No. of Resources Position Description Location Start Date End Date VIII. Fees [For fixed price Services] PST will invoice Company at the fixed-price of $________. [For Time and Materials Services] PST will invoice Company on a monthly basis for Services performed and completed under this SOW at the rates set forth in Attachment A to this SOW. All invoices for fees and expenses are payable on the terms set forth in the Agreement. IX. Counterparts This SOW may be executed in counterparts or duplicate originals. Facsimile, electronic and digital copies of the SOW, including properly executed PDF versions of the SOW, are regarded as an original instrument by the parties. Agreed: COMPANY: PS TECHNOLOGY, INC. By: By: Name: Name: Title: Title: Date: Date: ATTACHMENT A (EXAMPLE ONLY) Rates for Time & Materials (T&M) work (The rates set forth herein are subject to increase pursuant to the terms set forth in the Agreement) EXHIBIT D HARDWARE PURCHASE TERMS AND CONDITIONS 1. Scope. These Hardware Sales Terms and Conditions (“Terms and Conditions”) describe the terms and conditions under which PST will provide, and Company may purchase, the Hardware products issued pursuant to the Master License and Services Agreement, between the parties (the “Agreement”). Acceptance by Company of any Schedule or purchase order shall be on, and is expressly limited to, these Terms and Conditions. No modification of these Terms and Conditions or any claimed waiver of any provision hereof shall be binding unless signed in writing by PST. The terms and conditions of the Agreement, as applicable, shall control in the event of any direct conflict between them and these Terms and Conditions. Unless otherwise defined in these Terms and Conditions, terms set forth in initial uppercase letters shall have the meaning established in the Agreement. 2. Shipping and Delivery. Unless otherwise set out in an Schedule or purchase order, all deliveries of Hardware purchased hereunder will be made Free Carrier (“FCA”) shipping point, as defined in Incoterms 2012, and Freight Collect to the destination specified by Company in each applicable Schedule or order; and PST will select the appropriate carrier or freight forwarder. Unless otherwise stated in a Schedule or order, title to goods shipped for delivery to all locations shall pass at PST’s dock. All Hardware will be packaged for shipment in accordance with standard industry practices, unless otherwise specified in a Schedule or purchase order and paid for by Company. Company shall bear the risk of loss for, and shall process and maintain adequate insurance against, any delays and/or damages to the Hardware during shipment. PST will notify Company upon becoming aware of any circumstances that may cause a delay in delivery of Hardware. 3. Warranty. PST warrants to Company that the Hardware will conform to the specifications and/or documentation (the “Warranty”) for a period of one (1) year from the date of shipment (the “Warranty Period”). As Company’s sole and exclusive remedy in the event of a breach of this Warranty, PST shall repair or replace, at its option, free of charge, any Hardware which is proved to the satisfaction of PST to breach this Warranty; provided that Company has notified PST, in writing, prior to expiration of the Warranty Period. PST shall have the sole right to specify the manner in which, and the person by whom, repair of Hardware is to be carried out. THIS WARRANTY IS SUBJECT TO THE FOLLOWING PROVISIONS: (i) The defective Hardware must be returned freight prepaid to PST’s designated destination in accordance with these Terms and Conditions and will, in the event of replacement, become the property of PST; (ii) the Warranty does not include the costs of removal of the defective Hardware; and (iii) the Warranty is expressly contingent (and shall otherwise be void) upon use of the Hardware strictly in accordance with any directions, specifications, documentation and information accompanying such Hardware and without misuse, damage, alteration, or modification thereto. 4. DISCLAIMER. THE PROVISIONS OF SECTION 3 ARE PST’S SOLE OBLIGATION HERETO AND PST EXPRESSLY EXCLUDES ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT PURPOSES OR SPECIFICATIONS ARE DESCRIBED HEREIN OR OTHERWISE KNOWN TO PST. PST FURTHER DISCLAIMS ANY RESPONSIBILITY WHATSOEVER TO COMPANY OR TO ANY OTHER PERSON FOR INJURY TO PERSON OR DAMAGE TO OR LOSS OF PROPERTY OR VALUE CAUSED BY ANY HARDWARE THAT HAS BEEN SUBJECTED TO MISUSE, NEGLIGENCE, OR ACCIDENT; OR MISAPPLIED; OR MODIFIED OR REPAIRED BY UNAUTHORIZED PERSONS; OR IMPROPERLY INSTALLED. 5. Damaged Goods. All deliveries should be inspected for shipping damage before accepting delivery. If damage has occurred, Company should note the extent of the damage on the freight bill and contact PST immediately. Claims for loss or damage in transit must be entered and prosecuted by Company. 6. Payment. Invoices will be dated as of the date of the shipment, and unless otherwise agreed in writing or disputed by Company, are payable pursuant to the terms set forth in Section 2 of the Agreement. If PST is required to pay or collect any federal, state, local, value-added, goods and services, or any other similar taxes or duties based on the Hardware provided under these Terms and Conditions, then such taxes and/or duties shall be invoiced to and paid by Company pursuant to the terms herein; provided, however, that Company shall not be required to pay any taxes based on PST’s net income. 7. Limitation of Liability. IN NO EVENT SHALL PST BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) FROM ANY CAUSE, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM ANY UNAVAILABILITY OF, DEFECT IN, OR MISSHIPMENT OF HARDWARE, REGARDLESS OF WHETHER PST HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIM OR DEMAND. PST’S LIABILITY ON ANY CLAIM FOR LOSS, COST, DAMAGE, EXPENSE OR OTHER LIABILITY ARISING OUT OF OR CONNECTED WITH THESE TERMS AND CONDITIONS, OR ANY OBLIGATION RESULTING THEREFROM, OR THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, SERVICE, OR USE OF ANY HARDWARE (INCLUDING BUT NOT LIMITED TO LOSS LIABILITY ARISING FROM BREACH OF CONTRACT) SHALL IN NO CASE EXCEED THE PRICE PAID BY COMPANY FOR SUCH HARDWARE INVOLVED IN SUCH CLAIM. 8. Force Majeure. Neither party shall be responsible for non-performance or delays due to any causes beyond such party’s reasonable control, including but not limited to Acts of God, delays of vendors or carriers, strikes, terrorism, floods, fire, acts or demands of any government or governmental or regulatory agency or otherwise. Any party seeking to excuse or delay performance under this Section will provide detailed written notice to the other party of the nature and anticipated duration of the delay. Any such delay shall effect a corresponding extension of PST’s estimated delivery date. 9. Infringement. In the event any Hardware hereby sold is used by the Company in a manner outside of instructions provided by PST causing unauthorized infringement, Company shall indemnify, defend, and hold harmless PST as to any and all damages, expenses, fines and costs for which PST arising out of, contributing to or inducing such infringement. 10. Export Sales. Notwithstanding anything stated above to the contrary, Hardware intended for shipment to destinations other than the contiguous United States (“Export Sales”) shall be governed by the following additional terms and conditions which shall control in the event of a conflict. Shipments will be made by PST only to: (i) a United States location; (ii) Company’s domestic United States freight forwarder; or (iii) F.O.B. United States port of export. Company agrees that PST will not be a party to the exportation of the goods, that any Export Sales transaction(s) represented by this order will be consummated prior to exportation, and that Company will neither cause nor permit PST’s name to be shown as Exporter of Record on any United States export documentation. Company freight forwarder must provide all required export paperwork, documents, approvals and clearance necessary for export of Hardware from the United States. All billings and payments for Export Sales shall be made in United States dollars. All orders for Hardware involving Export Sales must be pre-paid by bank or cashier’s check drawn on a United States bank or by credit card. No letters of credit will be accepted as a form of payment. PST shall be entitled to any duty drawback claims applicable to export sales and upon request and where applicable, Company will provide to PST U.S. Customs Form 7543 entitled “Certificate of Delivery” properly executed.