Security and IT Support Master Services Agreement

This Agreement is by and between SOClogix Cyber Group Cyber Group, LLC a (“we”, “us”, “SOClogix Cyber Group”, or “SOClogix Cyber Group”), and the person or entity signing the security work order as a client (“you” or “Client”) and is made and entered into as of the latest date shown in the security work order below (the “Effective Date”).

This Agreement sets forth the terms and conditions upon which SOClogix Cyber Group will provide services (the “Services”) to Client.

1. 1. Engagement: The client hereby engages SOClogix Cyber Group Cyber Group, LLC for the initial term set forth in the security work order, to provide services in support of the above scope of work located at the Service Addresses identified above. All services expire if they are not used and delivered during the Term.
   2. Scope of Work: SOClogix Cyber Group will perform services included within the Scope of Work defined above, as required, during the term of this Agreement. SOClogix Cyber Group will decide whether to perform services using a combination of onsite and offsite work. The client agrees not to make unreasonable requests for services. SOClogix Cyber Group and the client can amend the Scope of Work as needed and agreed upon by both SOClogix Cyber Group and the client.
   3. Pricing; Additional Services: The Security Services Rate outlined in the security work order covers the cost of IT Security Services within the Scope of Work. Charges for additional services, if any, requested or required by Client will be determined by agreement of the parties or, in the absence of agreement, will be charged at SOClogix Cyber Group standard rates in effect at the time service is provided. The Security Services Rate does not include the cost of any hardware, software, equipment, or supplies or any out-of-pocket expenses incurred by SOClogix Cyber Group unless specifically identified as included in the Scope of Work.
   4. Terms of Payment: By agreeing to either the reseller agreement or security work order, the client acknowledges and accepts the terms related to returned payments and agrees to abide by them.

Net 30 Payment Terms – For specific services or deliverables under this work order, payments are due within 30 days from the date of the invoice (“Net 30”). Invoices will be issued upon completion of the designated work or as otherwise specified in the work order. Payments not received within 30 days will be subject to a late fee of 1.5% per month on the outstanding balance.

50% Down, 50% at Completion – For certain engagements, a payment structure of 50% down at the time of signing this work order and 50% upon completion of the work is required. The initial 50% down payment is non-refundable and must be made before the commencement of any work. The final payment of 50% is due immediately upon completion of the services or deliverables as specified in the work order.

Monthly Recurring Services – All monthly recurring services will be billed automatically via ACH or Credit Card using the SOClogix Cyber Group payment portal. Clients are required to set up their preferred payment method in the SOClogix payment portal upon signing this work order. Recurring payments will be processed on the 1st of each month, and an invoice will be sent to the client for their records.

Payment Methods – Payments can be made via ACH, Credit Card, or any other method agreed upon in writing by SOClogix Cyber Group and the client. All payments must be made in U.S. dollars.

Disputes and Adjustments – Any disputes regarding invoiced amounts must be submitted in writing to SOClogix Cyber Group within 15 days of the invoice date. Disputes submitted after this period will not be considered, and the invoice will be deemed accepted as is.

Default and Remedies – In the event of non-payment or default, SOClogix Cyber Group reserves the right to suspend or terminate services immediately without further notice and to take any legal action necessary to recover the outstanding amounts, including reasonable attorneys’ fees and costs.

Changes to Payment Terms – SOClogix Cyber Group reserves the right to modify the terms of payment with 30 days’ written notice to the client.

Returned Payments

Insufficient Funds or Returned Payments – In the event of a returned payment due to insufficient funds, a declined credit card, or any other reason, the client will be notified immediately. The client must provide an alternative payment method within 5 business days of notification. A returned payment fee of $35 will be applied to the client’s account for each occurrence.

Repeated Payment Failures – If more than two payments are returned or fail within a six-month period, SOClogix Cyber Group reserves the right to require all future payments to be made via cashier’s check, wire transfer, or another secure payment method agreed upon by both parties.

Suspension of Services – SOClogix Cyber Group reserves the right to suspend services if a payment remains unpaid for more than 10 days following a returned payment notification. Services will be reinstated only after full payment, including any returned payment fees and late charges, has been received and processed.

Collection and Legal Fees – If returned payments result in a default that requires collections or legal action, the client will be responsible for all collection costs, legal fees, and other expenses incurred by SOClogix Cyber Group in recovering the amounts due.

Notification of Changes to Payment Information – The client is responsible for promptly notifying SOClogix Cyber Group of any changes to their payment information, including bank account details or credit card information, to prevent payment failures. Failure to update payment information may result in returned payments and associated fees.

5. Use of Software: Authorization to use any software provided by SOClogix Cyber Group to the Client provides a personal, nonexclusive, limited, non-transferable and temporary license. All rights are reserved. The Client may not re-publish, transmit, or distribute the software, or make any unauthorized use of SOClogix Cyber Group materials. Modification of such materials or the use of such materials for any purpose not authorized by SOClogix Cyber Group is prohibited.

6. Ownership of Work Product: Any (a) work of authorship fixed in any tangible medium of expression that is the subject matter of a copyright or potential application for registration therefore (including, but not limited to, object code and source code), (b) unpatented inventions, including but not limited to, physical parts or components, processes, techniques, programs or methods, (c) non-trademarked or non-service-marked distinctive symbols, pictures or words, (d) trade secrets, or (e) any other copyrightable, patentable and/or trademarkable intellectual property rights, whatsoever, associated with any ideas, symbols, marks, phrases, writings, drawings, inventions, machines, designs, concepts, techniques, methods, know-how, processes or works of authorship developed or created by: (i) SOClogix Cyber Group and/or SOClogix Cyber Group Personnel; and/or (ii) through collaborative efforts of SOClogix Cyber Group (including SOClogix Cyber Group Personnel) and Client and/or any director, officer, shareholder, member, manager, employee, agent, independent contractor or representative of Client (“Client Personnel”) during the term of this Agreement (collectively, the “Work Product”) shall belong to SOClogix Cyber Group; provided that Client shall retain a perpetual, non-exclusive, royalty free license to use the Work Product in its day to day business operations so long as Client does not disclose, sell or assign, in any capacity, its rights in said Work Product, to any third party (including SOClogix Cyber Group Personnel and Client Personnel) without the express, written consent of SOClogix Cyber Group, which consent may be withheld. Upon request of SOClogix Cyber Group, Client shall, if necessary, take such actions, and shall cause Client Personnel to take such actions, including execution and delivery of all instruments of conveyance, necessary to grant title in and to the Work Product to and in the name of SOClogix Cyber Group.

7. Non-Diversion: Client agrees that during the term of this Agreement and for a period of one year following the termination of this Agreement, Client will not recruit or hire any employee, agent, representative or subcontractor of the SOClogix Cyber Group (“SOClogix Cyber Group Personnel”), nor will Client directly or indirectly contact or communicate with SOClogix Cyber Group Personnel for the purpose of soliciting or inducing such SOClogix Cyber Group Personnel (a) to accept employment with, or perform work for any person, firm, or entity other than SOClogix Cyber Group; or (b) to provide services to Client or any other person, firm or entity except as an employee or representative of the SOClogix Cyber Group. Client agrees that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, SOClogix Cyber Group, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. The SOClogix Cyber Group agrees that all terms and conditions, as they are applied to the Client in section (6), will be applied to the SOClogix Cyber Group regarding the Client’s equal scope of business, communications, and personnel.

8. Disclaimer of Warranties: Services furnished under this Agreement are provided “as is” and, unless otherwise expressly stated in this instrument, without representations or warranties of any kind, either express or implied. Fully permitted by law, SOClogix Cyber Group disclaims all warranties, express, implied, or statutory, including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a purpose.

9. Security Breach: SOClogix Cyber Group agrees to notify Client upon becoming aware of a confirmed use or disclosure of Client security information, events, or information.

10. Limitation of Liability: In no event shall SOClogix Cyber Group be liable to the Client or any other party for any special, exemplary, incidental, or consequential damages, including but not limited to lost profits, whether arising out of contract, tort, and strict liability or otherwise.

SOClogix Cyber Group shall not be liable to Client for any failure or delay caused by events beyond SOClogix Cyber Groups control, including, without limitation, Client’s failure to furnish necessary information, sabotage, failures, or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or technical failures, or accessibility to work site. The headings contained herein are for convenience of reference only and are not to be used in interpreting this agreement.

11. Actions: No action, regardless of form (including in contract, tort or otherwise), arising about the performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.

12. Good Faith: The parties hereto expressly assume an obligation to act in good faith toward one another in the performance of their obligations under this Agreement

13. Resources: SOClogix Cyber Group reserves the right to assign any suitable skilled resource(s) available to provide Services. SOClogix Cyber Group is not obligated to provide a specific SOClogix Cyber Group resource or third-party resource.

14. Offsite Analysis: Client authorizes SOClogix Cyber Group to perform any offsite analysis of Client data necessary for the Service. Accordingly, Client acknowledges and agrees that SOClogix Cyber Group may be required to connect its computers and equipment directly to Client’s computer network. Client explicitly consents to SOClogix Cyber Group connecting its computers and equipment directly to Client’s computer network and Client assumes all risk and liability in this regard and SOClogix Cyber Group shall have no liability in this regard whatsoever.

15. Reporting Requirements: Client acknowledges and agrees that during the delivery of the Services, SOClogix Cyber Group may become aware of issues such as data breaches, network intrusions, or the presence of malware, and that such issues may give rise to regulatory reporting obligations which Client is subject to in one of more territories in which Client operates. Accordingly, Client shall remain solely responsible for all such reporting requirements and SOClogix Cyber Group shall have no liability in this regard whatsoever.

16. Compelled Disclosure: If SOClogix Cyber Group is served with a subpoena, discovery request, court order, or other legal request or command that calls for disclosure of Company Data, SOClogix Cyber Group shall promptly notify Client in writing and provide Client sufficient time to obtain a court order or take any other action the Client deems necessary to prevent the disclosure of otherwise protected Client Data.

17. Miscellaneous: This instrument, with attached exhibits, contains the entire agreement of the parties and supersedes any previous agreement on the same subject matter between them. No amendments or variations of the terms and conditions of this agreement shall be valid unless the same are in writing and signed by all parties hereto. SOClogix Cyber Group is an independent contractor, and nothing herein shall be construed as inconsistent with that relationship or status. If any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.

18. Confidentiality: The parties acknowledge that during the SOClogix Cyber Groups rendering the Scope of Work, the parties will be exposed and may have access to each other’s Confidential Information. The parties should protect each other’s Confidential Information with the same degree of care as they use to protect their own Confidential Information but no less than a reasonable degree of care.

19. Mutual Indemnification of Parties: The Client and SOClogix Cyber Group hereby mutually indemnify and agree to defend and hold harmless each other from and against any claims, suits, judgments, proceedings, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to: (a) the negligent or willful misconduct of the other Party; or (b) the breach of any provision included herein or any duty or obligation to any third party. To obtain such indemnification, the claiming Party must promptly notify the other Party of the liability or claim and give all necessary information, reasonable cooperation, and exclusive authority to evaluate, defend and settle the claim.

20. This agreement shall be construed and enforced pursuant to the laws of the State of Maryland.

By agreeing to the SOClogix Cyber Group, LLC Security Work Order, you acknowledge and accept the terms and conditions of the Master Services Agreement, available at www.soclogix.com/master-service-agreement.