Revised on January 1st, 2026

This Master Services Agreement (this “Agreement”) is effective upon the day/date specified (‘Effective Date’) in the duly executed Proposal, Agreement, Contract, Codicil, Addenda and/or other document(s) consummating the relationship (“Contract”) by and between Molick Enterprises, Inc., its’ affiliates and assigns (“Molick Services”), and the Company, Business, Organization, Individual and/or Individuals (‘Client’).

Recitals

  1. Molick Services is a provider of technology consulting, managed Services, cybersecurity Services and hosting solutions and desires to provide to Client the information technology Services (as defined below) under the terms described in this Agreement.
  2. Client wishes to obtain from Molick Services the information technology Services under the terms described in this Agreement.

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 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 means 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” means any information that is treated as confidential by a party including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to clients, pricing, and marketing. We will sign a Business Associate Agreement (BAA) if
      required.
    • “Client Equipment” means any equipment, systems, cabling, or facilities provided by Client and used directly or indirectly in the provision of the Services.
    • “Client Materials” means any documents, data, know-how, methodologies, software, and other materials provided to Molick Services by Client, including computer programs, reports and specifications.
    • “Deliverables” means all documents, work product and other materials that are delivered to Client hereunder or prepared by or
      on behalf of Molick Services while performing the Services, including any items identified as such in a Proposal.
    • “Disclosing Party” means a party that discloses Confidential Information under this Agreement.
    • “Intellectual Property Right(s)” means all (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” means 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” mean 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” means each of Molick Services and Client, individually, and “Parties” means Molick Services and Client, collectively.
    • “Permitted Subcontractor” has the meaning set forth in Section 3.1(c).
    • “Person” means an individual, corporation, limited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.
    • “Pre-Existing Materials” means the pre-existing materials developed or acquired by Molick Services 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 Molick Services in connection with performing the Services.
    • “Project”means a project as described in a Proposal.
    • “Proposal” means each Proposal entered into by the Parties.
    • “Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.
    • “Sales Terms” means Molick Services’ Sales Terms as set forth at Exhibit A.
    • “Services” mean any professional or other Services to be provided by Molick Services under this Agreement, as described in more detail in a Proposal, and Molick Services’ obligations under this Agreement.
    • “Term” has the meaning set forth in Section 5.
    • “Travel and Expense Policy” means Molick Services’ Travel and Expense Policy as set forth at Exhibit B.
    • “Molick Services Account Manager” has the meaning set forth in Section 3.1(a).
    • “Molick Services Equipment” means any equipment, systems, cabling, or facilities provided by or on behalf of Molick Services and used directly or indirectly in the provision of the Services.
    • “Molick Services Personnel” means all employees and Permitted Subcontractors, if any, engaged by Molick Services to perform the Services.

  2. Services.

    1. Molick Services shall provide the Services to Client as described in more detail in each Proposal in accordance with the terms and conditions of this Master Services Agreement
    2. Each Proposal shall include the following information, if applicable:
      • description of the Services to be performed pursuant to the Proposal.
      • the date upon which the Services will commence and the term of such Proposal.
      • the fees to be paid to Molick Services under the Proposal.
      • the Services implementation plan, including a timetable.
      • Services milestones and payment schedules.
      • any criteria for completion of the Services.
      • procedures for the testing and acceptance of the Services and Deliverables by Client; and
      • any other terms and conditions agreed upon by the Parties in connection with the Services to be performed pursuant to such Proposal.

  3. Molick Services’ Obligations

    1. During the Term, Molick Services shall:
      • Appoint a Molick Services employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Molick Services in connection with matters pertaining to this Agreement (the “Molick Services Account Manager”).
      • Appoint other Molick Services Personnel, who shall be suitably skilled, experienced and qualified to perform the Services.
      • require any Person engaged as subcontractors of Molick Services (other than Molick Services’ 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.
    2. Molick Services is responsible for all Molick Services 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. If Molick Services’ 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, Molick Services 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.

  4. Client’s Obligations.

    Client shall:

    • cooperate with Molick Services 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;
    • obtain and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, the installation of the Molick Services Equipment, the use of Client Materials and the use of the Client Equipment in relation to the Molick Services 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;
    • grant Molick Services the right to send Client employees Newsletter, “Tech Tips” and other email communication; and
    • 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.
    • Client to always during the Term, Client shall procure and maintain, at its sole cost and expense, at least the following types of insurance coverage:
    • E & O Insurance insuring the activities of Client under the MSA.
    • We Highly recommend that the customer have Cyber Liability/Ransomware Insurance:
    • Upon the written request of Molick Services, Client shall provide Molick Services with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 4. This Section 4 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).

  5. Term, Termination and Survival.

    1. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Proposals (‘Term’) unless sooner terminated pursuant to Section 5.2 or Section 5.3 below.
      • Unless otherwise superseded by written Contract or Agreement, all of which must be duly executed by all Parties, the term of this Agreement is one (1) year and,
      • Unless otherwise terminated or canceled pursuant to the terms and conditions of this Agreement, this Agreement will automatically renew for month-to-month thereafter.
    2. Either Party may terminate this Agreement, effective upon 90 days written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
      • Notifies the other Party, in writing no later than 60 days prior to the expiration date of the then in effect Term; or
      • 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 30 days after receipt of written notice of such breach.
      • becomes insolvent or admits its inability to pay its debts generally as they become due.
      • 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 45 days after filing.
      • is dissolved or liquidated or takes any corporate action for such purpose.
      • makes a general assignment for the benefit of creditors; and
      • 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.
    3. Notwithstanding anything to the contrary in Section 5.2, Molick Services may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for 10 days after Client's receipt of written notice of nonpayment; or (b) more than 2 times in any 12 month period;
    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. Upon expiration or termination of this Agreement:
      • Molick Services 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 Molick Services 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;
      • Client shall pay and reimburse Molick Services for its costs in providing the transition Services set forth in Section 5.5(a) above at its then-current billable rates; and
      • 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) 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 Molick Services 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, Molick Services may permanently delete all of Client’s information in its possession six (6) months following the date of expiration or termination of this Agreement.

  6. Fees and Expenses; Payment Terms.

    1. For the Services to be performed hereunder, the Client will pay to Molick Services a fee determined in accordance with the fee schedule and payment terms set out in each Proposal. Unless otherwise provided in the Proposal, said fee will be payable within 10 days of receipt by the Client of an invoice from Molick Services accompanied by documentation reasonably requested by the Client evidencing all charges.
    2. Molick Services 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, Molick Services’ income, revenues, gross receipts, personnel or real or personal property or other assets.

  7. Intellectual Property Rights; Ownership.

    1. Except as set forth in Section 7.3 below, Client is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein. Molick Services agrees, and will cause its Molick Services Personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 S.C. §101, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire”, Molick Services hereby irrevocably assigns, and shall cause the Molick Services Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Molick Services shall cause the Molick Services Personnel to irrevocably waive, to the extent permitted by applicable Law, all claims such Molick Services Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.
    2. Upon the reasonable request of Client, Molick Services shall, and shall cause the Molick Services 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.
    3. Molick Services 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. Molick Services 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 Molick Services.
    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. Molick Services 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.

  8. Confidential Information.

    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.
    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; or (e) 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 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.
    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.

  9. Limited Warranty.

    1. Molick Services warrants that the Services and Deliverables will be in conformity in all material respects with all requirements or specifications stated in this Agreement and the applicable Proposal. In the event of Molick Services’ breach of the foregoing warranty, Molick Services’ sole and exclusive obligation and liability and Client’s sole and exclusive remedy shall be as follows:
      • Molick Services shall use reasonable efforts to cure such breach; provided, that if Molick Services cannot cure such breach within a reasonable time (but no more than 30 days) after Client’s written notice of such breach; Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 15.4.
      • In the event the Agreement is terminated in accordance with this Section 9.1, Molick Services 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.
      • The foregoing remedy shall not be available unless Client provides written notice 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 Molick Services or at Molick Services’ direction.
    2. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 9.1 ABOVE, (A) MOLICK SERVICES HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) MOLICK SERVICES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

  10. Indemnification.

    1. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and such Party’s Affiliates and their officers, directors, employees, agents, successors 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.
    2. 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.

    1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL MOLICK SERVICES'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO MOLICK SERVICES PURSUANT TO THE APPLICABLE PROPOSAL IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  12. Non-Solicitation.

    1. 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. If Molick Services breaches section 12.1, they shall provide thirty (30) days written notice to Client before start date of solicited employee. Client shall retain the right to re-hire the solicited employee within the thirty (30) day notice period without penalty.
    2. If either Party breaches Section 12.1, it shall, on demand, pay to the other Party a sum equal to one (1) year’s basic salary or the annual fee that was payable by the non-breaching Party to the subject employee, worker or independent contractor, plus the recruitment costs incurred by non-breaching Party in replacing such person.

  13. Non-Exclusivity.

    Molick Services 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.

    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 Proposal, for any failure or delay in fulfilling or performing any term of this Agreement or a Proposal (except for any obligations for Client to make payments to Molick Services hereunder and/or in any Proposal), 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; or (h) shortage of adequate power or telecommunications or transportation facilities. 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.
    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.
    3. The non-affected Party may terminate this Agreement and any affected Proposal 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 Molick Services 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. Miscellaneous.

    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.
    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.
    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.
    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 15.4.
      • If to Molick Services:

        • Molick Enterprises, Inc.
        P O Box 2770
        Ramona, CA 92065
        Fax: 760-789-9350
        Attn: CEO

      • If to Client: Client Primary Address on Proposal.
    5. Entire Agreement. This Agreement, together with the Exhibits, and Addendums, and all Proposals, 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 Proposal, the following order of precedence shall govern: (a) first, the applicable Proposal, and
    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 to the Client, Molick Services may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of Molick Services 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.
    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.
    8. 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.
    9. 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 effect 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.
    10. Choice of Law and Venue.. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of California. 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 California in each case located in the County of San Diego, 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.
    11. 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 15.4, 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 Molick Services, 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.
    12. 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.
    13. Equitable Relief. Each Party acknowledges that a breach by a Party of Section 7 (Intellectual Property Rights; Ownership) or Section 8 (Confidential Information) 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.
    14. 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.
    15. 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.

Exhibit A – Sales Terms

  1. Client’s Obligations.

    Client shall:

    • provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by Molick Services and agreed with Client in writing in advance, for the purposes of performing the Services.
    • respond promptly to any Molick Services request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Molick Services to perform Services in accordance with the requirements of this Agreement.
    • provide such Client Materials as Molick Services 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
    • 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.

  2. Service Change Requests and Orders.

    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”). Molick Services 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:

    • the likely time required to implement the change.
    • any necessary variations to the fees and other charges for the Services arising from the change.
    • the likely effect of the change on the Services; and
    • any other impact the change might have on the performance of this

    Should the Service Change Request result in a change in fees or monthly charges to Client (e.g. the addition of Services not defined in a Proposal), the Parties shall negotiate and agree in writing on the terms of such change (a “Service Change Order”). Neither Party shall be bound by any Service Change Order unless mutually agreed upon in writing and signed by each Party in an amendment to the Proposal.

  3. Insurance.

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

    • Professional Liability with limits of no less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, insuring the activities of Molick Services under the MSA;

    Upon the written request of Client, Molick Services shall provide Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 4. This Section 4 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).

  4. Equipment Policy.

    Equipment included in all Proposals is subject to continued availability and is based on distributor/manufacturer pricing quoted to Molick Services and used to determine the Proposal. 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 Molick Services. Please note that product ship time is not included in the product build time quoted to Client.

    • For Managed and Hosting Services Clients only, equipment shall be ordered once Client has electronically approved equipment Upon Molick Services’ receipt of the approved equipment quote, Molick Services shall order the equipment and then invoice the Client.
    • Any installation or delivery of equipment to Client will only be scheduled once full payment for equipment has been received by Molick Services and the complete equipment order’s arrival to Molick Services.
    • Molick Services must receive payment for equipment and taxes upon signed Statement of Work (SOW) within five (5) daysof signing date. No equipment shall be ordered unless full payment for equipment has been received by Molick Services.
    • Cancellation invoices will include a seventy-five dollars ($75.00) cancellation 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 fifteen (15) days from date of invoice or support Services will be suspended until payment has been received.
    • Equipment listed in the Molick Services equipment proposals is considered recommended and approved by Molick Services Any equipment purchased through a third-party vendor is not considered recommended by Molick Services Installation of third-party equipment no matter the Services level is not included and will be billed hourly as a Project.
    • Equipment that is not covered by a hardware warranty or is older than 60 months from the manufacturer specified manufactured date, no matter the Services level is not included and will be billed hourly as a Project.
    • Molick Services does not quote refurbished equipment. Molick Services does not recommend using refurbished equipment.
    • All equipment quoted by Molick Services is to the specifications Client has provided to Molick Services and Molick Services’ assessment of Client’s current IT Molick Services does not provide model or part numbers for equipment quoted.
    • Molick Services 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 Molick Services, Molick Services will provide Client the option of purchasing necessary equipment from a local source, if Molick Services is requested to pick up equipment from a local source, additional charges will apply for the time and trip to pick up the equipment.
    • Manufacturers’ warranties are provided for equipment purchased through Molick Services, if Additional warranties may be purchased through Molick Services if requested and are available from the manufacturer.
    • For Managed Services Clients, labor for replacing supported equipment that is necessary to maintain the current IT environment (i.e. a crashed computer) is considered billable. New equipment that is to update/refresh or is an addition to the current IT environment is considered billable.
    • For Managed Services Clients, installation of monitoring agent and antivirus for newly monitored machines is not Setup of anything additional including new users, peripherals, networking and servers is based on each Client’s Proposal.
    • For all clients, return policy on opened equipment will be determined by the manufacturer/distributor.
    • For all client(s), Molick Services is not responsible for notifying of warranty expirations.

  5. General/Billing.

    • If Molick Services determines a ticket request is a separate Project (as described in the Client’s Proposal), Molick Services will obtain the Client’s approval before moving as a rule of thumb, we follow the “3 3’s rule” when deciphering what is or isn’t a project. If it will take more than 3 hours, includes more than 3 steps, or affects more than 3 users, it is a project. The “3 3’s rule” excludes onboarding and structured cabling.
    • At all times during the life of the contract, Client must maintain at least the higher of 75% of what was on the initial contract as defined in the Proposal or the then in-force minimum fee.
    • The following will always be considered separate Projects: pre-existing issues, major application upgrades, new or replacement software or hardware, administrative or clerical work, and any time for non-covered equipment or services, as outlined herein or in the superseding proposal.
    • A Proposal must be executed by both Parties before Molick Servicesinitiates work on the Project or Services described in the Proposal.
    • If a Molick Services 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 Molick Services.
    • Client must provide each Proposal to its applicable employees.
    • Client must return to Molick Services the completed Onboarding/Project Documents before Molick Services can schedule turn-up of Client sites.
    • Only management approved users may approve Client quotes and/or proposals and/or authorize charges by payment methods kept on file with Molick Services.
    • Additional Professional Services deemed Billable that are not included in a Proposal over $2,500 will be billed as follows: 50% upfront, 25% at the earlier of hardware and/or software delivery or go live, and 25% upon final sign-off/project hand-off. Professional Services Projects under $2,500 will be billed upon completion.
    • Molick Services (a) Prices quoted to client or prospective client do not include bank fees and reflect a cash discount of 3.5% if paying with Cash, Company Check, Personal Check, or Cashier Check drawn on a U. S. Bank in U. S. Funds. Customers are responsible for all fees incurred from each transaction. Credit Cards accepted: MasterCard and Visa. Payment for goods purchased hereunder shall be in U.S. funds. A Twenty-Five Dollar ($25.00) minimum fee shall be charged on all returned checks. All funds received by electronic (wire) transfers are subject to no less than a Fifteen Dollar ($15.00) processing fee, Paper checks will not be accepted until funds have
      cleared.
    • Client agrees that any invoices over fifteen (15) days past due may be charged to the current payment method on file with Molick Services.
    • Client may dispute any billable time within fifteen (15) days receipt of the invoice. All time and costs that remain undisputed fifteen (15) days after the invoice has been received by Client are considered valid, due and owing.
    • Molick Services and Client have fifteen (15) days from date of Client’s notification of dispute to resolve the dispute or the charges will be considered final and due immediately.
    • All outstanding invoices must be paid before Molick Services will release any passwords, or other credentials or access at the termination of Services.
    • Any assistance with third party vendors in connection with the termination of Services with Molick Services is considered billable.
    • Client must provide Molick Services with sixty (60) days’ notice of Client office location moves and/or third-party vendor changes that effect the technology environment supported by Molick Services.
    • In the event Client does not have a support contract that covers travel with Molick Services and has one or more offices located farther than twenty-five (25) miles away from Molick Services’ offices, Client agrees to reimburse Molick Services for all actual, documented and reasonable travel and out-of-pocket expenses incurred by Molick Services in connection with the performance of the Services; provided, that, such expenses conform to Molick Services’ Travel and Expense Policy in effect as set forth in Exhibit B.
    • After the initial twelve (12) months of the Term, for Services provided, Molick Services may increase its standard fee rates specified in the applicable Proposal upon written notice to Client; provided, that:

      • Molick Services provides Client written notice of such increase at least sixty (60) days prior to the effective date of such increase; such increases occur no more frequently than once per contract year of the Term; and the amount of such increase shall not exceed ten percent (10%).
    • The following discounts and/or additional fees apply to all applicable Proposals:

      • All invoices will be assessed a three percent (3%) late fee if payment is not received within fifteen (15) days of Molick Services issuing the invoice.
    • The following general rates will apply to all applicable Services during business hours:

      • A fixed fee of $595 per computer will be charged for all New Computer Setups
        *Note that after hours it will be billed at a time and a half with a four (4) hour minimum. Holidays will be billed at double time with a four (4) hour minimum.

Exhibit B – Travel Expense Policy

By execution of the applicable Proposal and/or MSA with Molick Services, the Client hereby agrees to the following terms for the travel and expenses of Molick Services Personnel. Any terms capitalized but not defined herein shall have the meanings attributed to them in the MSA or applicable Proposal.

  1. Trip Fees

    1. Project Trips Fees:

      • Where a trip is required, All Additional Billable Projects will be charged a trip fee for each trip to client’s office (unless otherwise specified in the Proposal/SOW).
      • Hosting, Monitoring, and Remote Managed Services will be charged a trip fee for each trip to client’s office.
      • Mileage will be billed separately. Molick Services uses IRS published rates for mileage.

  2. Air Travel

    1. Class of Service:

      • All flights under 8 hours will be booked in business class.
      • Flights over 8 hours (one direction) can be booked in first class.
    2. Booking in Advance:

      • Molick Services Personnel will book air travel as early as practical to take advantage of lower pricing.

  3. Lodging

    1. Preferred Hotels

      • Client will be asked to assist in identifying preferred hotels near their offices and may work with the Molick Services travel coordinator to ensure preferred rates are provided to Molick Services employees when available.

  4. Ground Transportation

    1. Class of Rail Service

      • Rail service will be booked in coach unless the trip is more than four hours one way.
    2. Rental Cars

      • Class of car should be intermediate or lower unless more than three individuals are traveling together.
    3. Personal or Company Vehicles

      • Use of personal or company vehicles for business will be reimbursed on a rate per mile for business travel.
      • Mileage to airport is reimbursed net of the employee’s normal commute to the office.
    4. Tolls and parking

      • All tolls and parking fees relating to business travel will be reimbursed by Client.

  5. Meals

    1. Daily maximum

      • Actual meal costs will be reimbursed per person per day (plus tips) in North America and Canada.
      • Outside of North America, actual meal costs will be reimbursed (plus tips).

  6. Tips

    Tips will be reasonable in accordance with local customs