Terms of Service — Master Agreement

This Master Services Agreement ("Agreement") is entered into by and between Gray Wolf Technology LLC ("GWT"), a New Jersey limited liability company with offices at 90 N Farview Ave, Paramus, NJ 07652, and the client identified in a Statement of Work ("Client"). It is effective as of the date Client signs or otherwise accepts a Statement of Work or subscription plan referencing this Agreement (the "Effective Date").

This Agreement sets out the baseline terms that apply to every engagement. Each specific engagement is defined by a separate Statement of Work ("SOW") that incorporates this Agreement. In the event of conflict, the SOW controls for that engagement.

1. Services

GWT will provide the services described in each SOW, which may include web and software development, cloud migration, managed IT support, security and compliance readiness, networking, and related advisory services (collectively, the "Services"). Services outside the SOW scope require a written change order signed by both parties.

2. Fees and payment

• Fees, rates, and billing frequency are specified in the applicable SOW.
• Invoices are payable within 15 days of the invoice date unless the SOW states otherwise.
• Fees exclude taxes. Client is responsible for applicable sales, use, VAT, or similar taxes other than taxes on GWT's net income.
• Undisputed amounts more than 30 days past due accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is lower. GWT may suspend Services for non-payment after providing 10 days' written notice and an opportunity to cure.

3. Term and renewal

Each SOW remains in effect for the term stated therein. If the SOW provides for automatic renewal, the term automatically renews for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Either party may also terminate as provided in Section 8.

4. Early termination (annual subscriptions)

If Client terminates an annual managed-services subscription for convenience before the end of the term, an early-termination fee applies. The fee is specified in the SOW; in the absence of a specified amount, the fee equals the lesser of (a) 50% of the remaining contract value or (b) three months of the then-current monthly fee. This fee is liquidated damages and is not a penalty.

5. Client responsibilities

Client will: (a) provide timely access to systems, accounts, content, and personnel reasonably required for GWT to perform the Services; (b) designate an authorized representative to make decisions; (c) maintain backups of any systems or data that GWT will access or modify; and (d) ensure it has the legal right to grant GWT access to all systems and data. Delays caused by Client may extend delivery timelines without constituting a breach by GWT.

6. Intellectual property and deliverables

Upon Client's full payment of all amounts due under a SOW, GWT assigns to Client all right, title, and interest in the custom deliverables created specifically for Client under that SOW ("Custom Deliverables").

GWT retains all right, title, and interest in its pre-existing tools, libraries, templates, frameworks, and know-how ("GWT Materials"), whether created before or independently of the engagement. Upon full payment, GWT grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use GWT Materials solely as incorporated into Custom Deliverables.

Third-party open-source components are provided under their respective licenses.

7. Confidentiality

Each party ("Recipient") will protect the other party's ("Discloser's") confidential information with at least the same care it uses to protect its own confidential information (and not less than reasonable care), and will use it only to perform the Services. This obligation applies for the term of the Agreement and for three years after termination (indefinitely for trade secrets). It does not apply to information that (a) is publicly available through no fault of Recipient, (b) Recipient independently developed, (c) Recipient rightfully received from a third party without a confidentiality obligation, or (d) must be disclosed by law (with notice to Discloser where permitted). On termination, Recipient will return or destroy Discloser's confidential information on request.

8. Warranty

GWT warrants that Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards and the SOW. If Services fail to meet this warranty, and Client notifies GWT within 30 days of the affected Services, GWT will re-perform the Services at no additional charge. This is Client's sole remedy for breach of this warranty.

EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, GWT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Indemnification

By GWT. GWT will defend Client against third-party claims alleging that Custom Deliverables infringe a valid U.S. copyright or trade secret, and will pay damages finally awarded or settlements agreed to by GWT. This obligation does not apply to claims arising from (a) Client's modification of deliverables, (b) use combined with products GWT did not provide, (c) Client-supplied specifications, or (d) use of deliverables after GWT has provided a non-infringing alternative.

By Client. Client will defend GWT against third-party claims arising from (a) Client's content, data, or systems, (b) Client's violation of law, or (c) Client's breach of this Agreement, and will pay damages finally awarded or settlements agreed to by Client.

The indemnified party must (i) promptly notify the indemnifier, (ii) give the indemnifier sole control of the defense, and (iii) reasonably cooperate. These indemnities are each party's sole remedy for intellectual-property infringement.

10. Limitation of liability

EXCEPT FOR (a) AMOUNTS OWED UNDER A SOW, (b) A PARTY'S INDEMNIFICATION OBLIGATIONS, (c) BREACH OF CONFIDENTIALITY, OR (d) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER EACH SOW IS LIMITED TO THE FEES PAID OR PAYABLE UNDER THAT SOW IN THE 12 MONTHS PRECEDING THE CLAIM.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY.

11. Default and termination

Either party may terminate this Agreement or any SOW for material breach by the other party if the breach is not cured within 15 days of written notice describing the breach in reasonable detail. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed against it that is not dismissed within 60 days.

On termination, Client will pay for Services performed through the termination date. Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 survive termination.

12. Force majeure

Neither party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, pandemic, labor disputes, widespread internet or utility outages, or governmental action. The affected party will give prompt notice and resume performance as soon as reasonably possible. Payment obligations are not excused by this section.

13. Dispute resolution

The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives for at least 30 days. Unresolved disputes will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Bergen County, New Jersey, conducted in English before a single arbitrator. Judgment on the award may be entered in any court with jurisdiction. The arbitrator may not consolidate claims, award punitive damages, or modify the terms of this Agreement. Either party may seek injunctive relief in court to protect intellectual property or confidential information. The Federal Arbitration Act governs this section.

14. Governing law and notices

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. Notices must be in writing and delivered by (a) certified mail to the addresses in the SOW, or (b) email to the addresses designated by each party, with confirmation of receipt. Notices to GWT should be copied to legal@graywolftechnology.com.

15. General

• Entire agreement. This Agreement plus all SOWs constitutes the entire agreement between the parties and supersedes prior or contemporaneous communications.
• Amendments. No amendment is effective unless in writing and signed by both parties.
• Assignment. Neither party may assign without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Severability. If any provision is held unenforceable, the remainder remains in effect and the unenforceable provision will be reformed minimally to be enforceable.
• No waiver. A party's failure to enforce a right is not a waiver of future enforcement.
• Independent contractors. The parties are independent contractors; this Agreement creates no partnership, joint venture, agency, or employment relationship.
• Counterparts and signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.