LastTech General Terms and Conditions v1.4

This Master Services Agreement (this "Agreement") by and between LastTech LLC, a New York limited liability company ("LastTech") located at 1350 Ave. of the Americas, Floor 2, New York, NY 10019, and Our Valued Client ("Client"). This Agreement is effective upon the date of execution of the initial Statement of Work (as defined in herein Section 1).

Recitals

WHEREAS, LastTech is a provider of Managed IT Services, Cloud Services, Cyber Security Services, IT Consulting, Hardware and Software Consulting, Hardware and Software Procurement, Building Tech Solutions, and CTO Services and desires to provide to Client the information technology Services (as defined herein below) under the terms described in this Agreement; and

WHEREAS Client wishes to obtain from LastTech the information technology Services under the terms described in this Agreement and associated Statement of Work(s) ("SOW(s)").

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (as defined herein below) hereby agree as follows:

1. Definitions.

For the purposes of this Agreement, the following terms have the meaning set forth below:

"Affiliate" - (of a Person, as defined herein below) any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Confidential Information" - any information that is treated as confidential by a party in any format whether oral, written, electronic, or other, whether or not designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, non-public information of either Party, whether or not marked as confidential or proprietary, the terms and conditions of any SOW, Client lists, Client information, personally identifiable information, protected health information of Client's employees and Client's customers, supplier lists, financial information, contractual information, designs, pricing information, internal business organization information, marketing, business and expansion plans and all other business documents, notes, records, research and development, intellectual property, technologies, processes, procedures, programs, systems, products and methods of either Party, and all written, oral or electronic information concerning any of the preceding.

"Client Equipment" - any equipment, systems, cabling or facilities provided by Client and used directly or indirectly in the provision of the Services.

"Client Materials" - any documents, data, know-how, methodologies, software and other materials provided to LastTech by Client, including computer programs, reports and specifications.

"Deliverables" - all documents, work product and other materials that are delivered to Client hereunder or prepared by or on behalf of LastTech in the course of performing the Services, including any items identified as such in a Statement of Work.

"Disclosing Party" - a party that discloses Confidential Information under this Agreement.

"Intellectual Property Right(s)" - any legally enforceable rights under statute or common law with respect to inventive subject matter or discoveries including, but not limited to (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs) and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Law" - any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

"Losses" - all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Party" - each of LastTech and Client, individually.

"Parties" - LastTech and Client, collectively.

"Peripheral Account" - any licensed email account in the Client's tenant that is not the primary email account used by a Managed User.

"Permitted Subcontractor" - has the meaning set forth in Section 3.1(c).

"Person" - an individual, corporation, limited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

"Pre-Existing Materials" - the pre-existing materials developed or acquired by LastTech prior to the commencement or independently of this Agreement, including but not limited to, all documents, data, know- how, methodologies, software and other materials, including computer programs, reports and specifications, provided by or used by LastTech in connection with performing the Services.

"Project" - a project as described in a Statement of Work.

"Receiving Party" - a party that receives or acquires Confidential Information directly or indirectly under this Agreement.

"Sales Terms" - LastTech's Sales Terms as set forth at Exhibit A.

"Services" - any professional or other services to be provided by LastTech under this Agreement, as described in more detail in a Statement of Work, and LastTech's obligations under this Agreement.

"Statement of Work" - each managed service, project or Statement of Work entered into by the Parties as more fully detailed in a supplemental agreement to this Agreement.

"Term" - has the meaning set forth in Section 5.

"Travel and Expense Policy" - LastTech's Travel and Expense Policy as set forth at Exhibit B.

"LastTech Account Manager" - has the meaning set forth in Section 3.1(a).

"LastTech Equipment" - any equipment, systems, cabling or facilities provided by or on behalf of LastTech and used directly or indirectly in the provision of the Services.

"LastTech Personnel" - all employees and Permitted Subcontractors, if any, engaged by LastTech to perform the Services.

2. Services.

2.1 LastTech shall provide the Services to Client as described in more detail in each Statement of Work in accordance with the terms and conditions of this Agreement.

2.2 Each Statement of Work shall include the following information, if applicable:

(a) description of the Services to be performed pursuant to the Statement of Work;

(b) the date upon which the Services will commence and the term of such Statement of Work;

(c) the fees to be paid to LastTech under the Statement of Work;

(d) Services milestones and payment schedules;

(e) all Services are subject to a fair use limits based upon LastTech's discretion;

(f) any other terms and conditions agreed upon by the Parties in connection with the Services to be performed pursuant to such Statement of Work.

3. LastTech's Obligations.

3.1 During the Term, LastTech shall:

(a) Appoint a LastTech employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of LastTech in connection with matters pertaining to this Agreement (the "LastTech COO and/or CEO");

(b) Appoint other LastTech Personnel, who shall be suitably skilled, experienced and qualified to perform the Services;

(c) require any Person engaged as subcontractors of LastTech (other than LastTech's employees) that provide any Services and Deliverables to Client (each such Person, a "Permitted Subcontractor") to be bound in writing by confidentiality and intellectual property assignment or license provisions similar to those in this Agreement, and, upon Client's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Client.

(d) Not be responsible for Incident Response or Remediation as this is NOT included in any service level and will be charged at our standard rate including after hours and holiday multipliers.

(e) Attempt to deliver all services in SOW. The inability to provide any of these services due to lack of access, client opting out, inability to operate with other vendors, or any other reason shall not be considered a breach of agreement, but will be considered an "idle" service which will still be included in the agreement and may be invoked upon written request of the customer.

(f) Bill client according to high usage mark for each month of service. Any workstation that has not checked in with our sentry solution for more than three (3) months may be removed from managed service. Re-enrolling this workstation may incur a workstation setup fee.

(g) Have the option to remove all admin accounts that are not solely operated by LastTech from client systems and services. If specific accounts are absolutely necessary for daily functions of the business, they may be reinstated at customer request, but LastTech can take no responsibility for any potential security issues arising from them. Additionally, any support on systems where there is another administrative account present may be billed additionally at LastTech's discretion.

3.2 LastTech is responsible for all LastTech Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits.

3.3 If LastTech's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or their Affiliates, agents, subcontractors, consultants or employees, LastTech shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay. The inability to provide any of these services due to lack of access, client opting out, inability to operate with other vendors, or any other reason shall not be considered a breach of this Agreement but will be considered an "idle" service which will still be included in this Agreement and may be invoked upon written request of the customer.

3.4 LastTech Reserved Rights

(a) LastTech reserves the right to reject management of any workstation or user that, in its estimation, causes too much disruption or difficulty in management.

(b) LastTech reserves the right to adjust the number of assets being managed based on the work LastTech Is performing. This adjustment rate is identified herein below or in an applicable SoW.

(c) Client administrative accounts that are not solely operated by LastTech shall have permissions removed. Should Client accounts be absolutely necessary for daily functions of Client's business, said Client accounts may be reinstated by the Clients request in writing. LastTech expressly asserts that it shall bear no responsibility for any potential security issues arising from Client administrative accounts that are not operated by LastTech.

(d) Any requested support on Client administrative accounts or systems not solely operated by LastTech shall be billed additionally at LastTechs's discretion.

(e) LastTech shall not be responsible for providing any services until they are installed and initiated on the appropriate client assets. If LastTech is unable to provide a specific service or if client elects not to have a specific service utilized, it will be placed in an idle state, still charged, and can be initialized upon written request from client assuming any relevant blockage has been alleviated.

4. Client's Obligations.

Client Shall:

(a) cooperate with LastTech in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement;

(b) obtain and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, the installation of the LastTech Equipment, the use of Client Materials and the use of the Client Equipment in relation to the LastTech Equipment to the extent that such licenses, consents and Law relate to Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start;

(c) maintain a continuously active MSA with LastTech. Client agrees that failure to maintain an active MSA will stop the Services on all Statements of Work and shall be grounds for termination pursuant to Section 5.3 of this Agreement.

(d) grant LastTech the right to send Client employees Newsletter, "Tech Tips" and other email communication; and

(e) acknowledge and comply with (1) the current Sales Terms as detailed in Exhibit A and (2) the current Travel and Expense Policy as detailed in Exhibit B.

(f) Client shall conduct itself, and to cause Client's employees, agents, and representatives to conduct themselves, in a professional manner at all times when interacting with employees of LastTech. Client agrees that abusing LastTech's employees in any manner, including, but not limited to, threatening, or yelling at such employees, whether via telephone, email, online or in person, shall be a violation of this Agreement and may be grounds for suspension or cancellation of the Services and termination of this Agreement by LastTech for default. Any threats of physical violence by Client, or its employees, agents, or representatives, against LastTech or its shareholders, directors, officers, employees, agents, or facilities will be reported to the proper authorities and shall be deemed a default by Client and grounds for immediate termination of this Agreement by LastTech

(g) provide such access to Client's premises, and such office accommodation and other facilities as may reasonably be requested by LastTech and agreed with Client in writing in advance, for the purposes of performing the Services;

(h) respond promptly to any LastTech request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for LastTech to perform Services in accordance with the requirements of this Agreement; If any service is not able to be provided due to no fault of LastTech, the service will continue to be billed and be considered in an idle state and may be requested for installation or engagement by the client in writing. LastTech will, at that point, attempt to provide the service once more.

(i) provide such Client Materials as LastTech may request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects; and

(j) ensure that all Client Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant legal or industry standards or requirements.

(k) replace all equipment at least every five (5) years and maintain active warranties on all active equipment. In the event that actively managed equipment does not have a warranty, LastTech may, at its discretion, purchase, apply, and bill the client for a warranty on said equipment. If any equipment does not have an active warranty OR is over five (5) years old, any support for that equipment will fall outside of standard support and will be billed hourly at 1.5x the standard rate.

(l) maintain an active and validated payment method on file with LastTech and any unpaid invoice aged thirty (30) days will be automatically charged against the payment method on file as a courtesy to the client unless the invoice is disputed in writing prior to this date.

(m) Be the responsible party for all infrastructure, security, and compliance requirements. LastTech consults with the clients and makes recommendations based upon their knowledge but is never at any time considered the responsible party. LastTech is not responsible for any security breaches prior, during, or after the Agreement term. LastTech cannot guarantee that you will not experience a cyber event.

(n) for any managed agreement termination, Client must sign a termination letter agreeing to the terms of termination which LastTech will provide upon request. Upon execution of the termination letter by Client, LastTech shall no longer be bound to offer any service or support to Client and any additional worked agreed upon in writing shall be billed hourly. Additionally, all money agreed in the SoW or MSA becomes immediately due and is considered duly earned.

(o) pay all invoices on time. If client does not pay open invoices, all service may be halted at thirty (30) days past due and software, services, and licenses may be revoked or removed after sixty (60) days past due. LastTech is not responsible for disruption in client's business that this may cause. If agreement is cancelled due to non-payment, full amount becomes immediately due. If client pays the amount due and wishes to continue service, a new onboarding fee may required.

5. Term, Termination and Survival.

5.1 This Agreement shall commence as of the Effective Date and shall continue thereafter for a three (3) year period under all Statement of Works and shall automatically renew for another three (3) year Term, unless sooner terminated pursuant to Section 5.2 or Section 5.3 below. Rates for any recurring charges in this agreement or any SoW may be increased up to 5% plus the annual rate of inflation, whichever is larger at the discretion of LastTech. Absence of an price change does not remove the right to do so and multiple years may be applied together. No notice is required for these changes.

5.2 Either Party may terminate this Agreement, effective upon ninety (90) days written notice (in accordance with Section 16.4 Notices) to the other Party (the "Defaulting Party") if the Defaulting Party:

(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice (in accordance with Section 16.4) of such breach;

(b) becomes insolvent or admits its inability to pay its debts generally as they become due;

(c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (45) days after filing;

(d) is dissolved or liquidated or takes any corporate action for such purpose;

(e) makes a general assignment for the benefit of creditors; and

(f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(g) If client chooses to terminate this agreement or any SoW earlier than the contracted date without cause as listed above, an Early Termination Fee of 50% of the outstanding contract (based upon most asset counts) will become immediately due PLUS any hard costs already incurred by LastTech on behalf of the client.

5.3 Notwithstanding anything to the contrary in Section 5.2: LastTech may terminate this Agreement before the expiration date of the Term on written notice (in accordance with Section 16.4) at any time with or without cause;

5.4 The rights and obligations of the parties set forth in Section 5.5 and in Sections 7, 8, 9, 10, 11, 12, 13 and 15, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

5.5 Upon expiration or termination of this Agreement:

(a) LastTech shall (i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid, all Client Equipment and all Client Materials, (ii) promptly remove any LastTech Equipment located at Client's premises, (iii) provide reasonable cooperation and assistance to Client upon Client's written request and at Client's expense in transitioning the Services to an alternate service provider, and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services or Deliverables which have not been provided;

(b) Client shall pay and reimburse LastTech for its costs in providing the transition services set forth in Section 5.6(a) above at its then-current billable rates;

(c) each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information, (ii) within sixty (60) days after the termination of services permanently erase all of the other Party's Confidential Information from its computer systems and (iii) certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Client may retain copies of any Confidential Information of LastTech incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables. Notwithstanding anything herein to the contrary, LastTech may permanently delete all of Client's information in its possession six (6) months following the date of expiration or termination of this Agreement;

(d) Client shall execute and deliver a termination letter to LastTech agreeing to the terms of termination as provided by LastTech.

6. Fees and Expenses; Payment Terms.

6.1 For the Services to be performed hereunder, the Client will pay to LastTech a fee determined in accordance with the fee schedule and payment terms set out in each Statement of Work. Unless otherwise provided in the Statement of Work, said fee will be payable within thirty (30) days of receipt by the Client of an invoice from LastTech accompanied by documentation reasonably requested by the Client evidencing all charges. Additional projects will be scoped separately or billed at LastTech's hourly rate as determined by the supplemental Statement of Work(s). Projects are generally identified as something that takes more than five (5) hours, affects more the five (5) people, has more than five (5) tasks to manage, or causes a major change to the systems under management.

6.2 LastTech shall add to Client's invoice any sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, LastTech's income, revenues, gross receipts, personnel or real or personal property or other assets.

6.3 For any Statement of Work, upon execution by the Parties and payment of the deposit by Client, scheduling the service may begin. If the Project is urgent or in need of immediate attention, additional fees shall be assessed on Client's invoice(s) and shall be paid in advance by the Client to reprioritize the project and provide an earlier slot for the Services to be performed.

7. Intellectual Property Rights; Ownership.

7.1 Except as set forth in Section 7.3 below, Client and LastTech are, and shall each be, an owner, of all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein.

7.2 Upon the reasonable request of Client, LastTech shall, and shall cause the LastTech Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect or record its rights in or to any Deliverables.

7.3 LastTech and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. LastTech hereby grants Client a non-transferable license to use, display, reproduce, distribute or transmit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by LastTech.

7.4 Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all Intellectual Property Rights therein. LastTech shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.

7.5 Client hereby grants LastTech a non-exclusive royalty-free license to use Client's information, logos, images, testimonials or quotes solely for promoting and marketing the services provided under this MSA for the purpose of sharing it with authorized vendors and in addition to current and prospective clients. The license includes the right to display Client's information, logos, images, testimonials or quotes on LastTech's website, marketing materials, and other promotional channels.

8. Confidential Information and Non-Disclosure.

8.1 The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Affiliates, and their respective officers, employees, consultants and legal advisors who have a "need to know", who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 8.1; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Client, to make use of the Services and Deliverables; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.

8.2 Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information; (e) is disclosed or used by a Party with the other Party's advance written approval; (f) is lawfully obtained from a third party that is not under an obligation of confidentiality to the Disclosing Party or (g) is required to be disclosed by Law, including without limitation, pursuant to the terms of a court order; provided, that the Receiving Party has given the Disclosing Party prior written notice (in accordance with section 16.4) of such disclosure and an opportunity to contest such disclosure. It shall be the obligation of the Receiving Party to prove that such an exception to the definition of Confidential Information exists.

8.3 Nothing in this Agreement shall prevent either Party from using any general methodologies or know- how contained in the unaided memory of such Party's personnel or those of its Affiliates developed or disclosed under this Agreement, provided that in doing so it is not in breach of its obligations of confidentiality under this Section or using any Intellectual Property Rights of the other Party or any of its Affiliates.

8.4 The Receiving Party shall: (i) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement or otherwise in any manner to the Disclosing Party's detriment; and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement. Neither Party shall disclose the terms of this Agreement, any SOW to any third-party other than its affiliates, legal counsel, and accountants without the other Party's prior written consent.

8.5 Upon written request, Client agrees to promptly return all Service Provider Confidential Information in its possession, custody, or control, or to certify the deletion or destruction of Confidential Information. Provided, however, that the Receiving Party may retain a copy of the Confidential Information for archival purposes.

9. Limited Warranty.

9.1 LastTech warrants that the Services and Deliverables will be substantially in accordance and conformity in all material respects with all requirements or specifications stated in this Agreement and the applicable Statement of Work. In the event of LastTech's breach of the foregoing warranty, LastTech's sole and exclusive obligation and liability and Client's sole and exclusive remedy shall be as follows:

(a) LastTech shall use reasonable efforts to cure such breach; provided, that if LastTech cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client's written notice (in accordance with section 16.4) of such breach; Client may, at its option, terminate the Agreement by serving written notice (in accordance with section 16.4) of termination in accordance with Section 15.4.

(b) In the event the Agreement is terminated in accordance with this Section 9.1, LastTech shall within thirty (30) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for such Service or Deliverable less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis.

(c) The foregoing remedy shall not be available unless Client provides written notice (in accordance with section 16.4) of such breach within thirty (30) days after delivery of such Service or Deliverable to Client or with respect to changes made by any Person other than LastTech or at LastTech's direction.

9.2 EXCEPT FOR THE WARRANTIES MADE BY SERVICE PROVIDER HEREIN, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CLIENT, THE SERVICES AND DELIVERABLES ARE PROVIDED STRICTLY "AS-IS." SERVICE PROVIDER DOES NOT MAKE ANY ADDITIONAL WARRANTIES, EXPRESSED, IMPLIED, ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. NOTWITHSTANDING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF QUALITY, DURABILITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, INFRINGEMENT, CONTINUOUS USE, DESIGN, COMPLIANCE WITH APPLICABLE LAW, PERFORMANCE OR ERROR-FREE OPERATION ARE DISCLAIMED IN THEIR ENTIRETY

NEITHER THIS MSA NOR ANY SOW SHALL CONSTITUTE A WARRANTY REGARDING THE SECURITY OF CLIENT'S DATA. CLIENT UNDERSTANDS AND AGREES THAT CYBERSECURITY IS CONSTANTLY EVOLVING AND THAT NEITHER SERVICE PROVIDER'S SERVICES NOR ANY THIRD-PARTY SERVICES CAN PREVENT ALL CYBERSECURITY INCIDENTS. ABSENT AN SOW DEALING WITH CYBERSECURITY, SERVICE PROVIDER DOES NOT OBLIGATE ITSELF TO DESIGN, ADVISE OR IMPLEMENT ADMINISTRATIVE, PHYSICAL OR TECHNICAL SAFEGUARDS TO PROTECT AGAINST UNAUTHORIZED ACCESS, DISCLOSURE OR USE OF PERSONALLY IDENTIFIABLE INFORMATION MAINTAINED BY CLIENT.

10. Indemnification.

10.1 Each Party (the "Indemnifying Party") shall to the fullest extent permitted by law defend, indemnify and hold harmless the other Party and such Party's Affiliates and their officers, directors, employees, agents, successors, consultants, shareholders, members, nominees and permitted assigns (each, an "Indemnitee") from and against all Losses awarded against a Indemnitee in a final judgment arising out of or resulting from any third party claim, suit, action or proceeding (each, an "Action") arising out of or resulting from bodily injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or omissions of the Indemnifying Party or the Indemnifying Party's personnel.

10.2 Client shall to the fullest extent permitted by law defend, indemnify and hold harmless LastTech from any and all liabilities, damages (including, without limitation, direct, special and consequential damages), costs, expenses, suits, civil or alternative dispute resolution proceeding, losses, claims, actions, violations, fines and penalties (including without limitation, court costs, reasonable attorney's fees and any other reasonable costs of litigation)) that LastTech may suffer, sustain or incur to the extent directly caused by the negligence or willful misconduct by Client or Client's Affiliates and their officers, employees, agents, successors, consultants, shareholders, members, nominees and permitted assigns arising out of this Agreement.

10.3 Additionally, Client shall indemnify LastTech from any and all claims filed by third parties for damage, compromise or loss of data, including without limitation HIPPS or privacy claims, prior to the completion of Client onboarding by LastTech and for any claim for damage or loss that could have been prevented but for Client's written declination of products or services recommended by service provider.

10.4 An Indemnitee seeking indemnification hereunder shall promptly notify the Indemnifying Party in writing of any Action and cooperate with the Indemnifying Party at the Indemnifying Party's sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee's failure to perform any obligations under this Section 10.2 shall not relieve the Indemnifying Party of its obligations under this Section 10.2 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense.

11. LIMITATION OF LIABILITY.

11.1 THIS SECTION LIMITS THE LIABILITIES ARISING UNDER THIS AGREEMENT OR ANY SOW AND IS A BARGAINED-FOR AND MATERIAL PART OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT LASTTECH WOULD NOT ENTER INTO THIS AGREEMENT UNLESS IT COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. IT IS AGREED THAT PRIOR TO AND DURING ANY ONBOARDING PERIOD, LASTTECH WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DELAYS OR DEFICIENCIES, ANY VIRUSES, BREACHES, HIDDEN MALWARE, OR OTHER CYBER-ATTACKS ON THE SYSTEM. LASTTECH DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WHERE THE SYSTEM IS, OR HAS BEEN, COMPROMISED PRIOR TO COMPLETION OF CLIENT ONBOARDING AS ALL NETWORK FUNCTIONALITY AND SECURITY ARE SOLELY THE RESPONSIBILITY OF CLIENT PRIOR TO COMPLETION OF LASTTECH ONBOARDING. CLIENT UNDERSTANDS THIS AND AGREES IT WILL NOT FILE A CLAIM AGAINST LASTTECH OR ITS INSURANCE PROVIDER FOR ANY DAMAGE WHATSOEVER, REGARDLESS OF CAUSE, FOR ANY DAMAGE THAT OCCURRED PRIOR TO THE COMPLETION OF LASTTECH ONBOARDING. CLIENT ACKNOWLEDGES AND AGREES THAT LASTTECH WILL NOT BE RESPONSIBLE UNDER ANY CIRCUMSTANCES FOR DELAYS OR DEFICIENCIES IN THE PROVISION OF, OR ACCESS TO, THE SERVICES TO THE EXTENT THAT SUCH DELAYS OR DEFICIENCIES ARE CAUSED IN WHOLE OR IN PART BY ACTS OR OMISSIONS OF CLIENT, CLIENT'S AGENTS, VENDORS, LICENSORS, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS.

11.2 CLIENT AND ANY OF THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, NOMINEES, CONSULTANTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASOR PARTIES") AGREES TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT, TO RELEASE LASTTECH AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, SHAREHOLDERS, NOMINEES, CONSULTANTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL ACTIONS OR INACTIONS, ANY AND ALL SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES. UNDER NO CIRCUMSTANCES, REGARDLESS OF THE NATURE OF THE CLAIM (IN CONTRACT, TORT OT OTHERWISE) SHALL LASTTECH's AGGREGATE LIABILITY ARISING FROM, OUT OF, OR RELATING TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO LASTTECH UNDER THIS AGREEMENT FOR THE PREVIOUS THREE (3) MONTHS. ADDITIONALLY, LASTTECH SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE OR LOSS CAUSED THAT COULD HAVE BEEN PREVENTED BUT FOR CLIENT'S WRITTEN DECLINATION OF RECOMMENDED PRODUCTS OR SERVICES BY LASTTECH.

12. Non-Solicitation. During the Term of this Agreement and for a period of twelve (12) months thereafter, both Parties shall not, directly or indirectly, in any manner solicit, or induce for employment, or hire any person who performed any work under this Agreement on behalf of the other Party. The Parties mutually agree that in the event of Client's breach of this non-solicitation provision, Client shall pay to LastTech liquidated damages in the amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) per occurrence for breach of this Section.

13. Non-Exclusivity. LastTech retains the right to perform the same or similar type of services for any third parties during the Term of this Agreement.

14. Force Majeure.

14.1 No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement or a Statement of Work, for any failure or delay in fulfilling or performing any term of this Agreement or a Statement of Work (except for any obligations for Client to make payments to LastTech hereunder and/or in any Statement of Work), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control (a "Force Majeure Event"), including, without limitation: (a) nature disaster; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; or (i) global pandemic. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

14.2 During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.

14.3 The non-affected Party may terminate this Agreement and any affected Statement of Work if such failure or delay continues for a period of thirty (30) days or more and, if the non-affected Party is the Client, receive a refund of any amounts paid to LastTech in advance for the affected Services. Unless this Agreement is terminated in accordance with this Section 14.3, the Term of this Agreement and any affected shall be automatically extended by a period equal to the period of suspension.

15. Equipment. LastTech is the sole and exclusive owner of all right, title, and interest in and to any and all equipment provided by LastTech to the Client under this agreement. The Client must: (a) return to LastTech all equipment provided under this Agreement at the conclusion of this Agreement or the termination of this Agreement; (b) repair or pay for the repair of any and all equipment under this Agreement during the term of this Agreement, normal wear and tear excepted; and (c) reimburse LastTech for any and all damage to any and all equipment under this Agreement that is discovered after the return of the equipment to LastTech, normal wear and tear excepted. Notwithstanding any of the foregoing, LastTech may at its discretion sell equipment to the Client pursuant to a written agreement.

16. Third Party Materials. Unless otherwise set forth in an SOW, if LastTech is required to purchase any additional third-party software, hardware, equipment or replacement parts, etc. (collectively "Materials") to service Client, LastTech will invoice Client for the Materials on a monthly or annually basis based upon usage. LastTech will pass through the terms of any license agreement for third-party Materials and Client understands and agrees its right to use the third-party software is subject to its agreement and compliance with the third-party license agreements, which LastTech does not have authority to vary, alter or amend. Any objection to such third-party license agreements must be raised before installation and use of such third-party Materials. Client's use of such Materials will constitute acceptance of the license terms and conditions. Client will retain the duty and obligation to monitor Client's equipment for the installation of unlicensed software.

17. Miscellaneous.

17.1 Further Assurances. Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

17.2 Relationship of Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

17.3 Publicity. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols or brand names, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Any reviews of, written communication, or recordings left or sent discussing LastTech's service will constitute approval of use of the Client's logos, name, or likeness for marketing or other purposes.

17.4 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.4.

If to LastTech:

LastTech

1350 Avenue of the Americas, Fl 2

New York, NY 10019

Attn: Brad Lassiter, CEO

If to Client:

Client Primary Address on Statement of Work.

17.5 Entire Agreement. This Agreement, together with the Exhibits, and Addendums, and all Statement of Works, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement, and any Statement of Work, the following order of precedence shall govern: (a) first, the applicable Statement of Work, and (b) second, this Agreement. Any new version of this Agreement which is signed or posted on LastTech's client portal will supersede and replace any previous MSA retroactively for all services provided.

17.6 Assignment. Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice (in accordance with section 16.4) to the Client, LastTech may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of LastTech through merger, reorganization, consolidation or acquisition. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

17.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

17.8 Recording of Conversations. For training and quality purposes, each Party to this MSA acknowledges and agrees to the tape recording of conversations between the Parties.

17.9 Amendments. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17.10 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

17.11 Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

17.12 Disputes. In the event that a dispute arises between the Parties in connection with, out of, or under this Agreement, the Parties agree to attempt initially to settle such dispute between themselves by conducting good faith negotiation and consultation. If the Parties are unable to settle the matter between themselves and at least thirty (30) days have elapsed since initial notification of the dispute pursuant to Section 16.4, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation pursuant to the Commercial Mediation Procedures of the American Arbitration Association (the "AAA"), and including, if necessary, a final and binding arbitration in accordance with the Expedited Procedures of the Commercial Arbitration rules of the AAA. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Client and LastTech, and the third shall be appointed by the American Arbitration Association. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control, and the arbitrators shall be bound by the expressed terms of this Agreement. The Parties agree that each party shall bear their own costs in connection to any of the remedial activities set forth in this Section.

17.13 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17.14 Equitable Relief. Each Party acknowledges that a breach by a Party of Section 7 (Intellectual Property Rights; Ownership) or Section 8 (Confidential Information and Non-Disclosure) may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

17.15 Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its actual attorneys' fees and court costs from the non-prevailing Party.

17.16 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

17.17 Perks and Freebies. In the event that Client receives any add-on services or perks at no cost from LastTech through a promotion or any other means, that add-on service or perk does not entitle Client to continued access and use of the add-on service or perk. LastTech retains the right to terminate at any time any add-on services or perks it is providing at no cost to Client.

17.18 Autorenewal. This Agreement along with all executed Statements of Work will automatically renew for another three (3) year term after the term noted in the individual Statement of Work(s) expires unless either party gives notice of its wish to terminate sixty (60) days prior to, but no more than ninety (90) days prior to the expiration date of the initial term. The agreement and executed Statement of Works shall remain in effect unless modified.

(Intentionally Left Blank; Signature Page to Follow)

IN WITNESS WHEREOF, the Parties hereto have executed this Master Services Agreement as of the date first above written.

LastTech LLC

By:
Name:
Title:
Date:

Client: ____________________

By:
Name:
Title:
Date:

Exhibit A - Sales Terms

1. Service Change Requests and Orders.

1.1 If either Party wishes to change the scope or performance of the Services, it shall submit details of the

requested change to the other Party in writing (a "Service Change Request"). LastTech shall, within a reasonable time after such request (and, if such request is initiated by Client, not more than ten (10) business days after receipt of Client's written request), provide a written estimate to Client of:

(a) the likely time required to implement the change;

(b) any necessary variations to the fees and other charges for the Services arising from the change;

(c) the likely effect of the change on the Services; and

(d) any other impact the change might have on the performance of this Agreement.

2. Insurance.

2.1 At all times during the Term, LastTech shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage:

(a) Commercial General Liability including bodily injury and property damage and products and completed operations and advertising liability;

(b) Worker's Compensation not less than the minimum amount required by applicable law;

2.2 Upon the written request of Client, LastTech shall provide Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 2. This Section 2 shall not be construed in any manner as waiving, restricting, or limiting the liability of either Party for any obligations imposed under the MSA (including but not limited to, any provisions requiring a Party hereto to indemnify, defend and hold the other harmless under the MSA).

3. Equipment Policy.

Equipment included in all Statement of Works is subject to continued availability and is based on distributor/manufacturer pricing quoted to LastTech and used to determine the Statement of Work. Final prices for equipment are subject to those in effect at the time of final agreement by Client. Product ship time for standard shipping on in-stock equipment is typically five (5) to seven (7) business days to arrive at LastTech. Please note that product ship time is not included in the product build time quoted to Client.

(a) For Managed and Hosting Services Clients only, equipment shall be ordered once Client has electronically approved equipment quote. Upon LastTech's receipt of the approved equipment quote, LastTech shall order the equipment and then invoice the Client.

(b) Any installation or delivery of equipment to Client will only be scheduled once full payment for equipment has been received by LastTech and the complete equipment order's arrival to LastTech.

(c) LastTech must receive payment for equipment invoiced within fifteen (15) days of invoice date. No equipment shall be ordered unless full payment for equipment has been received by LastTech.

(d) Cancellation invoices will include a seventy-five dollars ($75.00) cancellation fee OR a 30% restocking fee plus the cost of returning the equipment to the distributor. Cancellation invoices will be assessed for any cancelled or unpaid approved equipment orders. The cancellation invoice must be paid thirty (30) days from date of invoice or support services will be suspended until payment has been received.

(e) Equipment listed in the LastTech equipment Statement of Works is considered recommended and approved by LastTech. Any equipment purchased through a third-party vendor is not considered recommended by LastTech. Installation of third-party equipment no matter the services level is not included and will be billed hourly as a Project.

(f) LastTech does not quote refurbished equipment. LastTech does not recommend using refurbished equipment.

(g) All equipment quoted by LastTech is to the specifications Client has provided to LastTech and LastTech's assessment of Client's current IT environment. LastTech does not provide model or part numbers for equipment quoted.

(h) LastTech does not keep any equipment "in-stock" due to the wide variance between Client environments and needs. In case of critical hardware failure, as defined by LastTech, LastTech will provide Client the option of purchasing necessary equipment from a local source, if available. If LastTech is requested to pick up equipment from a local source, additional charges will apply for the time and trip to pick up the equipment.

(i) Manufacturers' warranties are provided for equipment purchased through LastTech, if available. Additional warranties may be purchased through LastTech if requested and are available from the manufacturer.

(j) For Managed Services Clients, labor for replacing supported equipment that is necessary to maintain the current IT environment (i.e., a crashed computer) is not considered billable. New equipment that is to update/refresh or is an addition to the current IT environment is considered billable.

(k) For Managed Services Clients, installation of monitoring agent and antivirus for newly monitored machines is not billable. Setup of anything additional including new users, peripherals, networking and servers is based on each Client's Statement of Work.

(l) For all clients, return policy on opened equipment will be determined by the manufacturer/distributor.

(m) For all client(s), LastTech is not responsible for notifying of warranty expirations.

4. General/Billing.

(a) If LastTech determines a ticket request is a separate Project (as described in the Client's Statement of Work), LastTech will obtain the Client's approval before moving forward. As a rule of thumb, we follow the "3 5's rule" when deciphering what is or isn't a project. If it will take more than 5 hours, includes more than 5 steps, or affects more than 5 users, it is a project. The "3 5's rule" excludes onboarding and structured cabling. All onboarding fees are due before work can begin.

(b) At all times during the life of the contract, Client must maintain at least 75% of what was on the initial contract as defined in the Statement of Work.

(c) The following will always be considered Projects as they are considered outside of the scope of Managed Services and billable at the rates listed below: pre-existing issues, any items not listed in your signed SOW, major application upgrades, new or replacement software, administrative or clerical work, cabling, and any time for training. Please follow up with your Client Relationship Manager for more details.

(d) A Statement of Work must be executed by both Parties before LastTech initiates work on the Project or Services described in the Statement of Work.

(e) If a LastTech technician works with the Client, all time spent working on the issue will be entered into the ticket and will be billed according to the Client's agreement with LastTech.

(f) Client must provide each Statement of Work to its applicable employees.

(g) Client must return to LastTech the completed Onboarding/Project Documents before LastTech can schedule turn-up of Client sites.

(h) Only management approved users may approve Client quotes and/or Statement of Works and/or authorize charges by payment methods kept on file with LastTech.

i) Professional Services Projects will be billed as follows: 100% of hardware and software costs upfront. 50% of labor costs upfront. 50% of labor costs at completion.

(j) LastTech accepts ACH (no fee) and cards (3% processing fee) as forms of payment.

(k) Client agrees that any invoices over thirty (30) days past due may be charged to the current payment method on file with LastTech.

(l) Client may dispute any billable time within thirty (s) days receipt of the invoice. All time and costs that remain undisputed thirty (30) days after the invoice has been received by Client are considered final.

(m) LastTech and Client have thirty (30) days from date of Client's notification of dispute to resolve the dispute or the charges will be considered final and due immediately.

(n) All outstanding invoices must be paid before LastTech will release any passwords and documentation at the termination of services. LastTech will keep Client's data and documentation for no more than 30 days after Client's last day.

(o) Any assistance with third party vendors in connection with the termination of services with LastTech is considered billable.

(p) Client must provide LastTech with sixty (60) days' notice of Client office location moves and/or third-party vendor changes that effect the technology environment supported by LastTech.

(q) In the event Client does not have a support contract that covers travel with LastTech, Client agrees to reimburse LastTech for all actual, documented and reasonable travel and out-of-pocket expenses incurred by LastTech in connection with the performance of the Services; provided, that, such expenses conform to LastTech's Travel and Expense Policy in effect as set forth in Exhibit B - Travel Expense Policy.

(r) After the initial twelve (12) months of the Term, for Services provided, LastTech may increase its standard fee rates specified in the applicable Statement of Work upon written notice (in accordance with section 16.4) to Client; provided, that:

o LastTech provides Client written notice (in accordance with section 16.4) of such increase at least thirty (30) days prior to the effective date of such increase; such increases occur no more frequently than once per contract year of the Term.

(s) The following discounts and/or additional fees apply to all applicable Statement of Works:

o A three percent (3%) late fee will be assessed on all invoices where payment is not received within thirty days (30) days after Client receipt of invoice. All other invoices will be assessed a three percent (3%) late fee if payment is not received within thirty (30) days of LastTech issuing the invoice.

(t) The following general rates* will apply to all applicable services during business hours:

o a rate of $150 per hour will be charged for tier 1 technician level support

o a rate of $200 per hour will be charged for tier 2 technician level support

o a rate of $250 per hour will be charged for tier 3 technician level support

o a rate of $250 per hour will be charged for all training

o a rate of $225 per hour will be charged for all project management

o a rate of $250 per hour will be charged for CTO services

o a rate of $350 per hour will be charged for direct requested escalation to Team Lead

o a rate of $500 per hour will be charged for consulting with our CEO

o a rate of $50 per recording will be charged for voiceover services

o a rate of $125 per new VoIP phone setup

o a rate of $25 per hard drive destruction

o a rate of $375 per computer will be charged for all New Computer Setups

o a rate of $350 per hour will be charged with a 1 hour minimum will be charged for any action taken in response to a voicemail left on our emergency line

*Note: after hours will be billed at a time and a half. Holidays will be billed at double time.

*Note: all onsite work is billed at a minimum of 2 hours and then 15 minute increments after that, if not under a Managed Services contract that includes onsite support.

*Note: general rates are specific to the Clients SOW. The general rates lised above in the Sales Terms are for reference to LastTech's general rates and may vary according to each SOW.

(u) Projects that involve adding products, machines, services, etc., will require all products, machines, services, etc. to be billed throughout the course of the project.

(v) LastTech may increase rates for products provided by third party vendors in the event that the third part vendor raises their pricing. This increase is considered separate from section R of Sales Terms.

(w) Client shall be obligated to adhere to Microsoft's Services Agreement, which can be found here: https://www.microsoft.com/en-us/servicesagreement/default.aspx. Any changes to Microsoft's pricing will be reflected on client's invoice.

(x) Client agrees to use automatic payment via LastTech's payment portal for any recurring service charges on their account to be automatically drafted on the due date.