MSP ENGAGEMENT AGREEMENT (INFORMATION TECHNOLOGY)

1. Agreement and Contract Documents

1.1 Agreement. This Master Managed Services Agreement (the “MSA”) is entered into as of the Effective Date by Provider and Client. Provider will furnish the managed information-technology and related services described in one or more executed Service Orders, Statements of Work, proposals, change orders, or service schedules (each, a “Service Order”).

1.2 Contract Documents. The agreement between the parties consists of this MSA, each applicable Service Order, the applicable Rate Schedule, and any policies or General Terms and Conditions expressly incorporated by an executed Service Order (collectively, the “Agreement”).

1.3 Order of Precedence. If Contract Documents conflict, they control in the following order: (a) a signed amendment expressly identifying the provision being changed; (b) the applicable Service Order; (c) a service-specific Scope of Work or security/data-processing addendum; (d) the Rate Schedule; (e) this MSA; and (f) incorporated online terms. A purchase order or Client vendor form is for administrative convenience only and does not modify the Agreement unless signed by Provider as an amendment.

1.4 Electronic Records. The parties may execute, approve, and deliver Contract Documents electronically. Emails, ticket approvals, electronic signatures, and approvals recorded in Provider’s service-management platform constitute writings for operational authorizations when sent or made by an Authorized Contact.

2. Definitions

Authorized Contact. A person identified by Client as permitted to approve charges, changes, purchases, projects, security actions, or other work on Client’s behalf.

Business Day. Monday through Friday, excluding Provider-observed holidays.

Business Hours. Provider’s standard support hours stated in the applicable Service Order. A 24/7 help-desk service does not make all engineering, project, onsite, vendor-management, or L3+ services available 24/7.

Client Data. Data, credentials, records, content, and information supplied by or on behalf of Client or accessed by Provider in performing Services.

Covered Environment. The users, devices, systems, applications, locations, cloud tenants, and services expressly listed as covered in a Service Order.

Emergency Upgrade. A Client-requested acceleration of a request beyond its normal priority or service level that Provider expressly accepts as an Emergency Upgrade. Escalation of a covered Critical incident does not by itself create an Emergency Upgrade.

Out-of-Scope Services. Work not expressly included in a Service Order, work exceeding an allowance, or work otherwise identified as billable under the Agreement.

Services. The services expressly described in an applicable Service Order.

3. Services and Scope

3.1 Included Services. Provider will perform the Services for the Covered Environment in accordance with the applicable Service Order. Quantities, locations, supported applications, support levels, service hours, response objectives, allowances, assumptions, and exclusions are determined solely by the applicable Service Order.

3.2 Excluded Services. Anything not expressly included is excluded. Unless a Service Order states otherwise, projects, migrations, implementations, major upgrades, remediation of pre-existing conditions, disaster recovery, security-incident investigation and recovery, onsite work, travel, unsupported systems, custom development, cabling, procurement, and work caused by Client or third-party changes are Out-of-Scope Services.

3.3 Courtesy Assistance. Provider may occasionally assist with excluded matters without charge. Such assistance is discretionary, does not change the scope, does not establish a course of dealing, and does not obligate Provider to provide similar assistance later.

3.4 Changes in Environment. Client will promptly notify Provider of acquisitions, new locations, material staffing changes, mergers, divestitures, material technology changes, regulatory requirements, or material increases in users, devices, data, or usage. Provider may require a change order and corresponding pricing adjustment before supporting changed or additional items.

3.5 Professional Judgment. Provider may determine the reasonable manner, sequence, staffing, tools, and technical methods used to perform the Services, subject to the Agreement and applicable law.

4. Service Requests, Priorities, and Escalation

4.1 Submission. Client will submit Service Requests using the methods stated in the Service Order or Provider’s support procedures. Critical and High requests must be submitted by telephone when required by the Service Order. Requests sent through other channels may be treated as received at the priority supported by that channel.

4.2 Priority. Provider will classify requests using the priority definitions in the applicable Service Order. Provider’s responding technician makes the final reasonable priority determination based on business impact, scope, safety, security, and availability of a workaround.

4.3 Response Objective. A response time is the time to acknowledge, triage, or begin addressing a request; it is not a guaranteed resolution time. Response commitments apply only when Client follows the required submission method and fulfills its cooperation obligations.

4.4 Executive Escalation. Escalation contacts are used to escalate an existing Service Request, not to lodge a new request. A new request submitted through an executive escalation channel may be redirected to the normal support process. If Client requests expedited handling beyond the request’s normal priority and Provider accepts, the request may be treated as an Emergency Upgrade under the Rate Schedule.

4.5 Service Credits. Any service credit is available only if expressly stated in the applicable Service Order, is Client’s sole monetary remedy for the missed response commitment, excludes additional charges, must be requested in writing within seven days, and is capped at the amount stated in the Service Order. Credits do not apply to exclusions, force majeure events, Client-caused delay, third-party outages, or requests outside the applicable service window.

5. Client Responsibilities

5.1 Cooperation and Access. Client will provide timely, safe, and lawful access to personnel, premises, equipment, systems, credentials, documentation, data, decisions, and third-party resources reasonably needed to perform the Services. Provider may charge for delay, rework, or additional effort caused by incomplete, inaccurate, or untimely access or information.

5.2 Authorized Contacts. Client will identify a Primary IT Contact, Secondary IT Contact, and the persons authorized to approve charges and security actions. Provider may rely on instructions and approvals reasonably believed to come from an Authorized Contact until Client gives written notice of a change.

5.3 Minimum Standards. Client will maintain the minimum technical, licensing, lifecycle, security, connectivity, environmental, and vendor-support standards identified by Provider. Provider may decline to support, limit support for, or charge for work involving items that do not meet those standards. Provider will use commercially reasonable efforts to notify Client of material deficiencies it identifies.

5.4 Authorized Use. Client is responsible for its users, acceptable-use rules, employment practices, legal notices and consents, data classifications, retention requirements, software licensing, and compliance obligations. Client will not use the Services for unlawful purposes or direct Provider to violate law, license terms, or third-party rights.

5.5 Third-Party Authorizations. Client will maintain authorizations permitting Provider to communicate and work with Client’s vendors. Time required to obtain missing authorization or correct vendor-account issues may be Out-of-Scope Services.

5.6 Decisions and Approvals. Client is responsible for business decisions, risk acceptance, and timely approval or rejection of recommendations. Provider is not responsible for consequences caused by Client’s delay, refusal, or failure to implement a documented recommendation.

6. Fees, Invoicing, and Taxes

6.1 Fees. Client will pay the recurring fees, one-time charges, usage charges, and other amounts stated in the applicable Service Order. Recurring fees are invoiced monthly in advance unless otherwise stated. Out-of-Scope Services, usage, approved expenses, and third-party charges are invoiced monthly in arrears or as incurred.

6.2 Payment. Invoices are due within thirty days of the invoice date unless the Service Order states otherwise. Client will pay undisputed amounts when due and notify Provider in writing of a good-faith dispute within fifteen days of the invoice date, identifying the amount and basis. The parties will work promptly to resolve the dispute.

6.3 Late Amounts. Undisputed past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Client will reimburse reasonable collection costs, including attorneys’ fees, incurred to collect undisputed overdue amounts.

6.4 Taxes. Fees exclude sales, use, excise, value-added, and similar transaction taxes. Client will pay applicable taxes other than taxes based on Provider’s net income. If Client claims exemption, it will provide a valid exemption certificate before invoicing.

6.5 Quantity Reconciliation. Provider may periodically reconcile actual users, devices, accounts, locations, storage, consumption, and other billable quantities. Increases may be billed when added or discovered. Decreases take effect only as stated in the Service Order and remain subject to vendor commitments and minimum quantities.

6.6 Annual Adjustment. Unless the Service Order states otherwise, Provider may increase recurring fees at renewal and may pass through documented increases in third-party licensing, taxes, tariffs, or vendor charges upon thirty days’ written notice. No decrease in a third-party cost requires a corresponding decrease in Client pricing.

7. Out-of-Scope Services and Authorization

7.1 Rates. Out-of-Scope Services are billed under the Rate Schedule then in effect, unless an approved quote, project SOW, or change order states a different price.

7.2 Authorization Methods. An Authorized Contact may approve Out-of-Scope Services by signed quote, SOW, change order, purchase order, email, approved service ticket, or other documented electronic authorization. Operational authorization does not amend the Commitment Term or recurring Agreement Fee unless the writing expressly says so.

7.3 Approval Required. Except for Emergency Protective Action under Section 7.4, Provider will obtain authorization before beginning projects, L3+ work exceeding an included allowance, scheduled after-hours L3+ work, onsite service and travel, vendor-management overages, hardware or software purchases, or security-incident investigation and recovery.

7.4 Emergency Protective Action. When Provider reasonably believes immediate action is necessary to contain an active security event, prevent continuing material damage, protect systems or data, or address an imminent safety concern, Provider may take proportionate temporary protective action without prior approval. Provider will notify an Authorized Contact as soon as reasonably practicable. Such action is billable if it is outside scope. Provider is not required to incur substantial third-party cost, rebuild systems, pay a ransom, or materially alter operations without authorization.

7.5 Estimates. An estimate is not a fixed price unless expressly labeled as such. Client will be notified when Provider reasonably expects time or cost to materially exceed an estimate. A delay in obtaining approval may affect schedule, service restoration, or risk.

7.6 Diagnostic Time. Reasonable time spent diagnosing a request is billable when the underlying device, service, application, condition, or requested outcome is outside scope, even if the diagnosis establishes that Provider cannot complete the requested work.

8. Term, Renewal, and Termination

8.1 Initial and Commitment Terms. This MSA begins on the Effective Date and continues until all Service Orders end. Each Service Order begins and continues for the commitment period stated in it (the “Commitment Term”). If no start date is stated, the Commitment Term begins on the first day of the month following acceptance, unless the parties agree otherwise in writing.

8.2 Renewal. Unless the Service Order states otherwise, each Service Order automatically renews for successive terms equal to its original Commitment Term unless either party gives written nonrenewal notice at least ninety days before the then-current term ends.

8.3 Termination for Cause. Either party may terminate an affected Service Order or this MSA for a material breach that remains uncured thirty days after written notice. If the breach creates a material security, legal, safety, or confidentiality risk that cannot reasonably be left uncured for thirty days, the nonbreaching party may suspend affected performance immediately and terminate if the breach is not cured within a commercially reasonable shorter period stated in the notice.

8.4 Provider Suspension. Provider may suspend affected Services upon written notice if Client fails to pay undisputed amounts when due and does not cure within ten days after notice, or if continued performance would reasonably create a material security, legal, safety, or systems-integrity risk. Provider will limit suspension to the extent reasonably practicable.

8.5 Client Early Termination. If Client terminates a Service Order for convenience before the end of its Commitment Term, or Provider terminates it for Client’s uncured breach, Client will pay: (a) all accrued and unpaid amounts; (b) noncancelable third-party and committed costs; (c) approved transition charges; and (d) the Early Termination Charge stated in the Service Order. The parties intend the Early Termination Charge as a reasonable estimate of Provider’s anticipated loss and committed costs, not as a penalty. If a Service Order does not state an Early Termination Charge, no early-termination formula will be implied.

8.6 Effect of Termination. Upon termination, each party will return or destroy the other’s Confidential Information as required by Section 12, subject to legal, archival, and backup-retention obligations. Provider will make Client Data and documentation then maintained for Client available as stated in the Service Order or transition plan, after payment of undisputed amounts. Transition, export, conversion, and assistance are Out-of-Scope Services unless included.

8.7 No Termination of MSA Alone. Termination of this MSA terminates all Service Orders unless the termination notice states otherwise. Termination of one Service Order does not terminate other Service Orders.

9. Third-Party Products, Vendors, and Subcontractors

9.1 Third-Party Terms. Third-party products and services are governed by the applicable publisher, carrier, manufacturer, cloud provider, distributor, or vendor terms. Client authorizes Provider to accept or administer those terms on Client’s behalf when reasonably necessary to deliver an approved service or purchase.

9.2 Availability and Changes. Provider does not control third-party pricing, functionality, availability, support, security, end-of-life decisions, or service changes. Provider may substitute a reasonably comparable product when necessary, subject to notice and any material pricing adjustment.

9.3 Subcontractors. Provider may use qualified employees, affiliates, and subcontractors to perform the Services and remains responsible for their performance to the same extent as if Provider performed the work directly, subject to the Agreement’s limitations. Client will not directly manage or instruct Provider personnel or subcontractors.

9.4 Procurement. Special-order, configured, licensed, or nonreturnable items may not be canceled or returned. Deposits and prepayment may be required. Title to hardware passes upon payment in full; risk of loss passes upon delivery to Client or its carrier unless otherwise stated.

10. Security and Shared Responsibility

10.1 No Absolute Security. Provider will perform expressly included security services in a professional manner, but no security control, monitoring service, backup, filtering tool, assessment, penetration test, or response process can guarantee prevention, detection, recovery, uninterrupted operation, or protection against every threat.

10.2 Shared Responsibility. Security is a shared responsibility. Client remains responsible for executive risk decisions, user conduct, access approval, data classification, retention, legal and regulatory requirements, cyber-insurance obligations, physical security, business continuity, and controls not expressly assigned to Provider.

10.3 Client Security Duties. Client will promptly report suspected incidents; maintain accurate user and access information; use multifactor authentication where supported and recommended; preserve logs and evidence when directed; avoid disabling controls; and follow reasonable incident instructions.

10.4 Incident Services. Monitoring, alerting, and routine response included in a Service Order do not include forensic investigation, legal or regulatory analysis, breach notification, public relations, ransom negotiation or payment, restoration beyond included routine restores, reconstruction, data re-creation, or recovery from a security event unless expressly stated. Those activities are Out-of-Scope Services.

10.5 Law Enforcement and Insurers. Client decides whether and when to contact law enforcement, counsel, insurers, regulators, affected persons, or other third parties. Provider may require Client to involve counsel or its cyber-insurer before Provider performs material incident-response work.

11. Backups, Recovery, and Data

11.1 Covered Backup Systems. Provider is responsible only for backup systems, workloads, accounts, retention, and routine restore services expressly identified in a Service Order. New systems, additional accounts, increased storage, new retention requirements, and disaster-recovery capabilities require written approval and may require additional pricing.

11.2 Verification. Provider will perform the monitoring and test activities expressly included in the Service Order. Client is responsible for identifying critical data and validating that restored information satisfies its operational, legal, and retention needs.

11.3 Limitations. Provider does not warrant that all data is recoverable or that recovery will meet an unstated recovery-time or recovery-point objective. Full-environment restoration, reconstruction, migration, and disaster recovery are Out-of-Scope Services unless expressly included.

11.4 Data Export. Upon expiration or termination, Provider will provide reasonable access to exportable Client Data in Provider’s possession, subject to payment, technical feasibility, third-party restrictions, and the applicable retention period. Client must request exports before the applicable platform or retention period expires.

12. Confidentiality and Privacy

12.1 Confidential Information. Each party may receive nonpublic business, technical, security, financial, personnel, or customer information of the other (“Confidential Information”). Confidential Information excludes information the receiving party can document was lawfully known without restriction, independently developed, received lawfully from another source, or publicly available without breach.

12.2 Protection and Use. The receiving party will use Confidential Information only to perform or receive Services, protect it using reasonable safeguards, and disclose it only to personnel, professional advisers, insurers, vendors, and subcontractors with a need to know and confidentiality obligations.

12.3 Required Disclosure. A party may disclose Confidential Information when legally required if, to the extent permitted, it promptly notifies the other party and reasonably cooperates in seeking protection. The requesting party will reimburse reasonable cooperation costs.

12.4 Personal and Regulated Data. Unless expressly agreed in a signed addendum, Provider is not accepting duties as a regulated data custodian, records manager, HIPAA business associate, payment-card processor, fiduciary, or compliance officer. If the Services require such a role, the parties will execute an appropriate data-processing, business-associate, or security addendum before regulated data is intentionally provided.

12.5 Security Event Notice. Each party will notify the other without unreasonable delay after confirming unauthorized access to the other party’s Confidential Information in its control when notice is reasonably necessary for the other party to protect its interests or comply with law. Notice is not an admission of fault or liability.

13. Ownership and Licenses

13.1 Client Property. Client retains ownership of Client Data and materials Client supplies. Upon full payment, Client owns client-specific final documentation expressly created and delivered for Client, excluding Provider Materials.

13.2 Provider Materials. Provider retains all rights in its pre-existing and independently developed tools, templates, scripts, software, configurations, methods, processes, know-how, documentation formats, generalized improvements, and derivative works (“Provider Materials”).

13.3 License. To the extent Provider Materials are embedded in a paid deliverable, Provider grants Client a perpetual, nonexclusive, nontransferable license to use those embedded materials internally with that deliverable. Client may transfer the deliverable to a successor to its business, subject to confidentiality and third-party restrictions.

13.4 Feedback. Provider may use feedback and generalized knowledge gained while performing Services, provided it does not disclose Client Confidential Information or identify Client without consent.

14. Warranties and Disclaimers

14.1 Professional Services Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner using personnel reasonably qualified for their assigned work. Client’s exclusive remedy for breach of this warranty is re-performance of the nonconforming Service, provided Client gives written notice within thirty days after performance.

14.2 Third-Party Warranties. Provider will pass through assignable third-party warranties, if any. Third-party products and services are otherwise provided under their vendor terms.

14.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES, PRODUCTS, RECOMMENDATIONS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, COMPLETE THREAT DETECTION, OR RECOVERY OF ALL DATA.

15. Indemnification

15.1 Provider Indemnity. Provider will defend Client against a third-party claim that a deliverable created solely by Provider and furnished under the Agreement infringes a United States patent, copyright, trademark, or trade secret, and will pay damages finally awarded or amounts in a settlement approved by Provider. Provider has no obligation for claims arising from Client materials, third-party products, modifications not made by Provider, combination with items not supplied by Provider, or use contrary to the Agreement.

15.2 Infringement Remedy. If a covered deliverable is or is likely to be enjoined, Provider may obtain a right of continued use, modify or replace it with a materially equivalent item, or terminate the affected Service and refund prepaid fees for the unusable portion. This Section states Client’s exclusive remedy for intellectual-property infringement claims.

15.3 Client Indemnity. Client will defend Provider and its personnel against third-party claims arising from Client Data, Client-provided materials or instructions, Client’s unlawful use of the Services, or Client’s violation of law or third-party rights, and will pay damages finally awarded or amounts in a settlement approved by Client.

15.4 Process. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a manner that admits wrongdoing by or imposes a nonmonetary obligation on the indemnified party without written consent, not to be unreasonably withheld.

16. Limitation of Liability

16.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, GOODWILL, OR BUSINESS OPPORTUNITY; OR LOSS, CORRUPTION, OR RE-CREATION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS IN SECTION 16.3, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM AN AFFECTED SERVICE ORDER WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THAT SERVICE ORDER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If the claim arises before six months of fees have accrued, the cap is the recurring fees reasonably projected for the first six months.

16.3 Enhanced Cap. For a party’s breach of Section 12 (Confidentiality and Privacy), a party’s indemnification obligations under Section 15, or Provider’s failure to use reasonable safeguards for Client Data in Provider’s control, that party’s aggregate liability will not exceed two times the cap calculated under Section 16.2. The enhanced cap does not expand the categories of recoverable damages.

16.4 Excluded Claims. The limitations in Sections 16.1 through 16.3 do not apply to Client’s payment obligations; either party’s fraud, willful misconduct, or gross negligence; Client’s infringement or misuse of Provider Materials; or liabilities that cannot lawfully be limited.

16.5 Allocation of Risk. The fees reflect this allocation of risk. Each limitation applies regardless of the form of action and even if a limited remedy fails of its essential purpose.

17. Insurance

17.1 Provider Coverage. During the term, Provider will maintain commercially reasonable insurance appropriate to its business, including commercial general liability with limits of at least $1,000,000 per occurrence, workers’ compensation as required by law, and technology errors-and-omissions/cyber liability coverage in amounts determined by Provider. Upon reasonable request, Provider will furnish evidence of coverage.

17.2 Client Coverage. Client is responsible for maintaining property, business-interruption, crime, and cyber-insurance appropriate to its risks. Provider’s insurance does not insure Client’s systems, data, operations, or legal obligations.

18. Personnel and Nonsolicitation

18.1 Independent Contractor. Provider is an independent contractor. Neither party may bind the other, and no Provider personnel are Client employees or eligible for Client benefits.

18.2 Nonsolicitation. During an applicable Service Order and for twelve months afterward, neither party will knowingly solicit for employment or directly hire an employee of the other party who materially performed or managed Services under that Service Order, except through general solicitations not targeted at that person. This restriction does not apply to a person whose employment ended before the solicitation. The parties may agree in writing to a reasonable placement fee instead of enforcing this restriction.

18.3 Workplace Rules. When onsite, Provider personnel will follow reasonable, written safety, physical-security, nondiscrimination, and workplace rules supplied in advance, provided they do not materially conflict with law, Provider policy, or the Agreement.

19. Publicity

19.1 Names and Marks. Neither party may use the other’s name, trademarks, logo, or endorsement in public advertising, press releases, or case studies without prior written consent, except for factual internal, legal, insurance, financing, or regulatory purposes.

20. Force Majeure

20.1 Excused Delay. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, severe weather, fire, epidemic, labor disruption, war, terrorism, civil disorder, government action, utility or telecommunications failure, widespread cloud or internet outage, cyberattack not caused by that party’s failure to use reasonable safeguards, or failure of a critical supplier. Payment obligations for Services already provided are not excused. The affected party will use commercially reasonable efforts to mitigate and resume performance.

21. Notices

21.1 Contract Notices. Notices of breach, nonrenewal, termination, indemnity claims, or legal process must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the notice contacts in the applicable Service Order. Operational notices, approvals, and routine communications may be sent through email or Provider’s service-management platform.

21.2 Effective Date of Notice. A notice is effective upon confirmed delivery; for certified mail, on the recorded delivery date; and for email, when the recipient acknowledges receipt or the sender receives nonautomated confirmation. A party will promptly update its notice information.

22. Disputes and Governing Law

22.1 Executive Discussion. Before filing suit, authorized executives of the parties will meet or confer in good faith to attempt resolution, except when immediate equitable relief, collection of undisputed fees, preservation of rights, or a filing deadline requires earlier action.

22.2 Governing Law and Venue. Pennsylvania law governs without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the Court of Common Pleas of Luzerne County, Pennsylvania, or the United States District Court having jurisdiction over Luzerne County, Pennsylvania.

22.3 Injunctive Relief. A breach involving Confidential Information, intellectual property, credentials, or unauthorized system access may cause irreparable harm for which monetary damages are inadequate. The affected party may seek appropriate equitable relief without waiving other remedies.

23. General Provisions

23.1 Assignment. Neither party may assign the Agreement without the other’s written consent, not to be unreasonably withheld, except either party may assign it upon written notice in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate that assumes the obligations. Assignment does not relieve obligations accrued before assignment.

23.2 No Exclusivity. Unless a Service Order expressly states otherwise, the relationship is nonexclusive. Client will coordinate other technology providers through Provider when their work could affect the Covered Environment. Provider is not responsible for work performed or changes made by others.

23.3 Records. Provider will maintain records reasonably sufficient to support time-and-materials and reimbursable-expense charges for at least two years after invoicing. No more than once per year, Client may have an independent accountant inspect relevant records on thirty days’ notice during Business Hours, subject to confidentiality. Client pays audit costs unless an overcharge exceeding five percent is found for the audited period.

23.4 Waiver. A waiver must be in writing and applies only to the specific instance. Delay or failure to enforce a right is not a waiver.

23.5 Severability. If a provision is unenforceable, it will be enforced to the maximum lawful extent or modified to best accomplish its purpose, and the remaining provisions remain effective.

23.6 Amendments. An amendment must be in writing and signed by authorized representatives of both parties, except operational approvals and Rate Schedule changes permitted by the Agreement do not require a formal amendment.

23.7 Rate Schedule Updates. Provider may update the Rate Schedule on at least thirty days’ written notice. A rate change does not change the recurring Agreement Fee during a Commitment Term unless the Service Order permits it. An approved fixed-price quote remains effective through its stated validity period.

23.8 Survival. Payment, confidentiality, ownership, disclaimers, indemnification, liability limitations, transition obligations, dispute provisions, and provisions that by their nature should survive will survive expiration or termination.

23.9 No Third-Party Beneficiaries. The Agreement benefits only the parties and permitted successors and assigns, except indemnified persons may enforce applicable indemnification rights.

23.10 Counterparts. The Agreement may be signed in counterparts and by electronic signature, each of which is treated as an original and together form one instrument.

23.11 Entire Agreement. The Contract Documents are the complete agreement concerning their subject matter and replace prior or contemporaneous proposals, discussions, representations, and agreements concerning that subject matter. Neither party relies on a statement not contained in the Contract Documents

24. Signatures

The parties intend to be legally bound as of the Effective Date of the electronically signed quote.