Agreement Overview

This Agreement represents a Managed Service Agreement (“MSA” or “Agreement”) between Verdant TCS, LLC (“Provider”) and Client named referenced in the Proposify Quote/Proposal. Together, Verdant TCS, LLC, and client name may jointly be referred to as the “Parties.”

This Agreement remains valid until superseded by a revised agreement mutually endorsed by the Parties.

This Agreement outlines the parameters of all IT services covered as they are mutually understood by the Parties. This Agreement does not supersede current processes and procedures unless explicitly stated herein.

1. Goals & Objectives

The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Customer(s) by the Provider(s).

The goal of this Agreement is to obtain mutual agreement for IT service provision between the Provider(s) and Customer(s).

The objectives of this Agreement are to:

• Provide clear reference to service ownership, accountability, roles and/or responsibilities.
• Present a clear, concise and measurable description of service provision to the customer.
• Match perceptions of expected service provision with actual service support & delivery.

2. Periodic Review

This Agreement is valid from the Effective Date outlined herein and is valid until further notice. This agreement should be reviewed at a minimum once per fiscal year, initiated at the request of Verdant upon at least one months’ notice prior to the expiration or renewal of this Agreement; however, in lieu of Customers’ response to Provider’s 30-day notice to review during any period specified, the current Agreement will remain in effect.

The Business Relationship Manager (“Document Owner”) of Provider is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the Parties and communicated. The Provider will incorporate all subsequent revisions and obtain mutual agreements / approvals as required.

Business Relationship Manager: Quote Signer

Review Period: Annual (12 months)

Contract Terms: 1 or 3 years. 3 Year terms agree to discounts up front. If contracts are terminated early, with cause by Provider or without cause by Customer, all fees are due to cover such discounts given up front according to the schedule in Section 5.3. Any other unpaid invoices should be taken care of before any run-books and credentials are shared with new provider. An offboarding project and SOW will need to be signed off and paid for before any offboarding tasks can start.

3. Service Agreement

The following detailed service parameters are the responsibility of the Provider in the ongoing support of this Agreement (12 or 36 Month Agreement — See Proposify Agreement that is signed).

3.1. Service Scope

The following Services are covered by this Agreement;

Note: DLA can increase or decrease service plan with out affecting the start date of the term with a 30-day notice.

Pick Plan: Plan Costs:

See Individual Signed Quote in Proposify.

3. Customer Requirements

Customer responsibilities and/or requirements in support of this Agreement include:

• Payment for all support costs at the agreed interval (Monthly Payment).
• Reasonable availability of customer representative(s) when resolving a service-related incident or request.

3.3. Provider Requirements

Provider responsibilities and/or requirements in support of this Agreement include:

• Meeting response times associated with service-related incidents.
• Appropriate notification to Customer for all scheduled maintenance.

3.4. Service Assumptions

Assumptions related to in-scope services and/or components include:

Changes to services will be communicated and documented to all Parties.

4. Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

4.1. Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

• Telephone support (If Chosen): 9:00 A.M. to 5:00 P.M. Monday — Friday
• Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service
• Email support: Monitored 9:00 A.M. to 5:00 P.M. Monday — Friday
• Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day
• Onsite assistance guaranteed within 6 hours during the business week

4.2. Service Requests

In support of services outlined in this Agreement, the Provider will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:

• 0-4 hours (during business hours) for issues classified as High priority.
• Within 24 hours for issues classified as Medium priority.
• Within 2 working days for issues classified as Low priority.

Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.

5. Termination

5.1 Termination by Provider.

Provider may terminate this Agreement, terminate access to the Provider Services and Provider Professional Services and declare all amounts which would become payable under this Agreement in the absence of termination to be immediately due and payable at any time in the event:

• (i) Client becomes insolvent, or a receiver or conservator shall be appointed with respect to Client;
• (ii) Client fails to pay any undisputed sum due Provider within thirty (30) days after written notice of non-payment; or
• (iii) Client fails to perform any of its other covenants or obligations provided under this Agreement and such failure is not cured within sixty (60) days from receipt of written notice from Provider.

5.2 Termination by Customer for Cause.

The Customer may terminate this Agreement for cause, in whole or in part, by providing written notice to the Provider if any of the following events occur:

i. The Provider materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after receiving written notice from the Customer specifying the nature of the breach;

ii. The Provider becomes insolvent, files for bankruptcy, or enters into any arrangement with creditors for liquidation of its debts;

iii. The Provider fails to maintain the required insurance coverage or licenses necessary to perform the Services;

iv. The Provider or its affiliates, owners, and related subsidiaries violates any applicable laws, regulations, or industry standards in the performance of the Services or otherwise in operation of its business;

v. The Provider fails to meet the agreed-upon service levels or performance metrics for three (3) consecutive months or any four (4) months in a thirty-six (36) month period, after having been given written notice and opportunity to cure after the first such failure;

vi. The Provider breaches its confidentiality or data protection obligations under this Agreement.

vii. The Provider undergoes a change of control that, the Customer reasonably believes will materially affect the provision of Services;

viii. The Provider engages in any fraudulent, dishonest, or unethical conduct in relation to the performance or the Services or operation of their business;

ix. The Provider fails to comply with the Customer’s reasonable instructions or policies regarding the performance of the Services.

5.3 Effect of Termination.

In the event of termination by either party, the following shall apply:

i. For termination by Provider under Section 5.1 or termination by Customer without cause, Customer shall be responsible for:

• Payment for all Services performed through the effective date of termination.
• Payment of any unpaid invoices.
• Early termination fees calculated as follows: We will pro-rate the cost for the overall termination fees before the aniversay date based on the schedule below. Termination Schedule: Total Base fees for 36 months is $159,775.20. Total Cost for prepaid licensing is $98,589.00 or $2738.00/month. We will base the remaining months termination fees based on covering this cost ($98,589.00) plus 6 months of normal hosting fees ($4438 x 6, Covers Onboarding that was waived and Offboarding). Pro-rated by the month within the term. This is due to honor the discounts above.

ii. For termination by Customer for cause under Section 5.2:

• Customer shall be responsible for payment for Services satisfactorily performed prior to the effective date of termination;
• Provider shall provide Termination Assistance Services for a period of up to one (1) month following the termination date, at the Customer’s request and at standard hourly rates;
• Provider shall immediately return all Customer data, materials, and property in its possession.
• The Parties shall cooperate to ensure a smooth transition of the Services.
• Any perpetual license granted to the Customer under this Agreement shall survive termination without cost to Provider.

iii. Equipment Ownership and Transfer:

• Provider shall provide the Customer with a detailed inventory of any equipment, hardware, or software provided under this Agreement within sixty (60) days of the Effective Date. The Service Provider acknowledges that any equipment for which ownership is claimed must be explicitly listed in an inventory, signed by both Parties, and attached as an exhibit to this Agreement. Any unlisted equipment shall be deemed the property of the Client. Provider shall detail Customer payments applied towards any equipment, existing balances, and any equipment gratuitously provided to Customer over which Provider claims ownership and expects return of upon Termination.
• Any equipment purchased directly by Customer or fully paid for by Customer through the Agreement shall be deemed Customer property.
• Any equipment provided by Provider through lease arrangements, third-party licenses, or as part of bundled services shall remain Provider property unless otherwise agreed.
• For disputed items, the Parties shall meet in good faith to determine ownership based on payment records, purchase documentation, and equipment logs.

iv. Non-Solicitation:

• For a period of twelve (12) months following termination, neither Party shall directly solicit or hire any employee of the other Party who was involved in providing or receiving Services under this Agreement without prior written consent.
• This provision shall not apply to general employment advertisements not specifically directed at employees of the other Party

6. CPI Price Increase

Provider has a right to increase fees to keep current with inflation based on the CPI price index within the term of the contract. Such increase shall be calculated based on the U.S. Bureau of Labor Statistics’ Consumer Price Index for All Urban Consumers (CPI-U) and shall not exceed 5% per contract year. Customer may dispute any invoice within 30 days without incurring penalties and work to reasonably resolve any fee increase.

7. Service Level Performance

The Parties agree to establish mutually acceptable service level metrics within ninety (90) days of the Effective Date. These metrics will:

• Define measurement methods and reporting frequency
• Establish baseline performance expectations
• Create a process for addressing service deficiencies
• Provide reasonable cure periods for performance issues

8. Miscellaneous

8.1 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

8.2 Integration Clause. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether written or oral. No amendment or modification to this Agreement shall be effective unless in writing and signed by both Parties.

8.3 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles.

8.4 Waiver. The waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.

8.5 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent via certified mail, or transmitted by email with confirmation of receipt.

8.6 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.

8.7 Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, the Parties agree to attempt in good faith to resolve the dispute through mediation before filing a lawsuit. The mediation shall be conducted by a mutually agreed-upon mediator in a location convenient to both Parties. Each Party shall bear its own costs of mediation. This provision does not prevent either Party from seeking injunctive relief in cases of emergency.

8.8 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, or wars.