Terms and Conditions

THIS MASTER SERVICE AGREEMENT (“Agreement”), effective as of the date of signature on the SOW (“Effective Date”) by and between MIS Technology Group, L.L.C., a Louisiana Limited Liability Company (“MISTG,” “Us,” “We,” or “Our”) and the Customer (“Customer,” “You,” or “Your”) identified on the Statement(s) of Work (“SOW”). Customer and MISTG are collectively referred to as the “Parties” or individually/interchangeably to as “Party.”

1. DEFINITIONS

1.1. Undefined terms. Any term not specifically defined herein, which relates to technology, shall be assigned meaning according to definitions provided by the National Institutes of Science and Technology, Computer Resource Center.

1.2. “Additional Assistance” shall collectively refer to any acts, advice, or other assistance requested by Customer that is not included in the Services (as defined below).

1.3. “Authorized Contact” refers to Customer’s agent, employee, or authorized representative capable of executing contracts and making decisions related to the Services on behalf of Customer.

1.4. “Confidential Information” shall mean any information of a confidential or proprietary nature, received, acquired, developed, or held by either Party, including, but not limited to, business affairs, data, designs, manuals, documentation, formulas, ideas, inventions, knowledge of manufacturing processes, methods, pricing, plans, financial data, product specifications, configurations, strategies, network architecture, either Party’s customer data, marketing plans, intellectual property, technical information, and protected health information.

1.5. “Conventional Business Hours” shall refer to the hours of eight a.m. through five p.m., Central Standard Time, Monday through Friday, excluding Federal and Louisiana state recognized holidays.

1.6. “Cyber-Attack(s)” shall collectively refer to any act of cybercrime; cyber terrorism; ransomware; use or injection of malicious code, trojan, or executable file; and/or any attempted or successful unauthorized access to or entry into Customer’s System. This term further includes, but is not limited to electronic “spiders”, “spybots”, botnet attacks, use of skeleton keys, spyware, exploited zero-day vulnerabilities, social engineering tactics (including, but not limited to phishing, spear phishing, or pretext), unauthorized use of electronic surveillance (examples: wiretapping, bugging, video cameras, or identification tags), and unintended use of any remote access tool, by any individual or organization, foreign or domestic, state-sponsored or privately funded, regardless of motivation or ultimate outcome.

1.7. “Early Termination Fee” shall collectively refer to: (a) fifty percent (50%) of the remaining value (costs and fees for all Services) on the Agreement and SOW, as payable by Customer to MISTG, were the SOW to continue until the expiration of the Term or Renewal Period, as applicable; (b) any early termination fees charged by third-party Technology Solutions for discontinuing use of that product. For example, if the Customer terminates during month 24 of a three (3) year term, Customer will still be responsible for paying for the Services in an amount equal to six (6) months of Services, as though the Agreement were still effective, in addition to any early termination fees charged by any technology solutions manufacturer.

1.8. “Force Majeure Event” shall refer to disastrous, destructive, unpredictable, and/or substantial natural or man-made events, including but not limited war, flood, hurricanes, burglary, acts of terrorism, pandemics, Cyber-Attacks, riots, tornadoes, fire, and strikes that are beyond the reasonable control of a Party.

1.9. “Incident Response” shall refer to the mitigation of violations of security policies and recommended practices.

1.10. “Legacy Items” shall collectively refer to Technology Solutions owned, operated, leased, used, or licensed to Customer prior to the Effective Date of this Agreement, and not provided by MISTG.

1.11. “Personal Information” shall have the same meaning as that provided under La. R.S. 51:3073(4).

1.12. “Services” collectively refers to all services identified on the SOW(s) executed by Customer.

1.13. “Statement of Work” or “SOW” describes Services to be performed by MISTG for Customer, including cost(s), until/unless amended by mutual agreement by the Parties. There may be amended or multiple SOWs, all of which incorporate this Agreement by reference and references herein to this Agreement include the SOW and Services.

1.14. “System” means, collectively, any computer network, computer system, and telecommunications network, and includes all peripheral devices and Technology Solutions used therewith.

1.15. “Technology Solutions” shall collectively refer to the following: all subscriptions, end-user license agreements, subscription-as-a-service agreements, or other lawfully issued licenses to use third-party software products; and all materials and equipment, which may include, but are not limited to server, computers and component parts thereof, telephones, printers, internet-connected devices, cords, cables, adapters, signal boosters, converters, and/or other items of tangible hardware; whether provided by MISTG to Customer or already within Customer’s ownership or control.

2. GENERAL

2.1. Services; Generally. All Services shall be governed by this Agreement, performed according to MISTG’s sole discretion, including, but not limited to staffing choices, choice of vendors/manufacturers of Technology Solutions, and any utility of Legacy Items. MISTG reserves the right to change third-party Technology Services in MISTG’s sole discretion provided the change does not materially diminish the Services or result in unreasonable cost increases to Customer. MISTG may utilize subcontractors/contractors as required to perform the Services. MISTG shall not provide any Services absent an executed SOW.

2.2. Additional Assistance. Any request for assistance not specifically included with the Services must be reduced to writing and submitted to MISTG by Customer’s Authorized Contact. Any Additional Assistance agreed to by the Parties shall be subject to and governed by this Agreement, and amended into the SOW.

2.3. Legacy Items. MISTG may use Legacy Items for Services without set-off against MISTG’s fees. However, MISTG shall not be liable for any Updates, problems with, or errors generated or caused by Legacy Items.

2.4. Customer Data. MISTG is exclusively relying on information provided by Customer, without independently verifying the accuracy thereof, in rendering the Services. Customer is responsible for the veracity of its information.

2.4.1. All data. All data rendered accessible by Customer to MISTG through the Services, including all Personal Information (collectively, “Customer Data”), is and shall remain the property of Customer. Customer is solely responsible for the accuracy, quality, legality, and reliability, and ownership of Customer Data, regardless of the Services. Customer is solely responsible, both legally and financially, for any unauthorized access of its System that impacts Customer Data.

2.4.2 MISTG will only use. MISTG will only use Customer Data as needed to provide the Services absent Customer’s prior consent. However, MISTG may aggregate or de-identify Customer Data and use such aggregated or de-identified data for its own research and development purposes. MISTG will employ reasonable security measures to protect Customer Data.

2.4.3 Customer is solely. Customer is solely responsible for complying with applicable laws and regulations, and accepted industry standards, when transferring or otherwise making Customer Data available to MISTG.

2.5. Privacy. If Customer requires specific precautions or safeguards to comply with Customer’s own privacy policy or applicable legal standards, it must provide such information to MISTG, in writing, prior to the Effective Date.

2.6. Device Access. Customer authorizes MISTG to access all Technology Solutions, including, but not limited to Customer’s workstations and mobile devices that are connected to the System (collectively, “Devices”), regardless of whether such Devices are owned, leased or otherwise controlled by Customer. Devices managed by MISTG may not receive or benefit from the Services while detached from, or unconnected to, the Customer’s System. Customer is strongly advised against connecting unknown or foreign Devices to the System that are not managed by MISTG (“Unknown Devices”). MISTG will not be responsible for the diagnosis or remediation of any issues in the System caused by the connection or use of Unknown Devices, and MISTG will not be obligated to provide the Services to any Unknown Devices.

2.7. Employee Education. Customer is strongly advised to educate its employees to properly identify and react to “phishing” activities and other social engineering tactics.

2.8. Updates. MISTG will implement and follow each Technology Solution manufacturers’ recommended Updates; however, (a) MISTG does not warrant or guarantee that any software/application update will perform properly; (b) MISTG will not be responsible for any downtime or losses arising from or related to the installation, use, or inability to use any update; (c) MISTG will not be responsible for the remediation of any Technology Solution that is rendered inoperable or non-functional due to the Update; and (d) MISTG reserves the right, but not the obligation, to refrain from installing an Update until MISTG determines, in its discretion, that the Updates will be compatible with the System and its components, and materially beneficial to the features or functionality of the Technology Solutions.

2.9. Advice; Instructions. MISTG may occasionally provide Customer with specific advice related to the Services ("Advice"), such as recommending the replacement of Legacy Items. Customer is strongly advised to promptly follow the Advice which, may require Customer to make additional investments in its System. MISTG is not responsible for any problems, business interruptions, or any other issues caused by Customer’s failure to promptly follow the Advice. If, in MISTG’s reasonable discretion, Customer’s failure to follow the Advice makes any of the Services unreasonable or impracticable to provide, then MISTG may terminate the applicable Services for Cause (defined herein) or, alternatively, adjust the SOW to exclude compromised portions of Customer’s System. Remediating issues caused, directly or indirectly, by Customer’s failure to follow MISTG’s Advice, is not included in the Services.

2.10. Legal Compliance. Unless expressly stated otherwise herein, MISTG’s Services do not ensure compliance with any local, state, or federal law or regulation and Customer shall be solely responsible for adhering to all local, state, and federal regulations regarding the use, custody, control, and sharing of Customer Data. The Services are not (and should not be used as) a legal compliance solution.

2.11. Intellectual Property. Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property owned by such party ("Intellectual Property"), and nothing in this Agreement, conveys or grants any ownership rights or goodwill in one party’s Intellectual Property to the other party. For the purposes of clarity, Customer understands and agrees that MISTG owns any software, codes, algorithms, or other works of authorship that MISTG creates while providing the Services. Customer may not disassemble or reverse engineer, derive source code from, copy, or distribute any MISTG Intellectual Property or its Technology Solutions.

2.12. Notices. Customer and MISTG shall send and receive written notices by electronic mail or U.S. Mail or commercial courier through the Authorized Contact identified on the SOW. Notices anticipated by this Agreement shall be deemed as received as follows: (a) The date that the U.S. Mail or commercial courier confirms delivery via tracking. If the delivery date is not during Conventional Business Hours, the written notice shall be deemed as received on the immediate next business day; or (b) The date that electronic mail correspondence is sent. If electronic mail is not sent during Conventional Business Hours, it shall be deemed received on the next business day.

2.13. Physical Security. Customer agrees to implement and maintain reasonable physical security for all managed Technology Solutions in its physical possession or control. Such security measures may include (a) physical barriers, such as door and cabinet locks; (b) an alarm system for the premises at which the protected equipment is located; (c) fire detection and retardant systems; and (d) periodic reviews of personnel access rights to ensure that access policies are being enforced, and to help ensure that all access rights are correct and promptly updated.

2.14. Health and Safety. If MISTG must perform Services at Customer’s facilities, Customer agrees to provide MISTG adequate working space and conditions, including but not limited to air conditioning and internet access. Customer further agrees that its facilities comply with all applicable health and safety protocols and remedy any changes to the facilities as required to maintain a healthy and safe environment.

3. THIRD-PARTY TECHNOLOGY SOLUTIONS

3.1. Third-Party Technology Solutions. MISTG does not manufacture its own Technology Solutions. MISTG is an authorized reseller of third-party Technology Solutions required to perform the Services, the cost(s) of which must be paid by Customer. MISTG legally procures, on behalf of the Customer, all Technology Solutions required for the Services, which are often nonrefundable and require minimum licensing terms.

3.2. Deposit. Prior to the purchase of Technology Solutions and initiation of Services, Customer may be required to tender a nonrefundable deposit, equal to the estimated aggregate cost(s) of Technology Solutions required for the Services (the "Deposit"), to MISTG. If a Deposit is required, MISTG shall be under no obligation to procure any Technology Solutions, initiate, or continue the Services until Customer tenders the Deposit. Customer understands and agrees that there may still be additional expenses for Technology Solutions not initially included in the Deposit.

3.2.1. All Technology Solutions are generally nonrefundable once the item is ordered from a third-party vendor or manufacturer. Therefore, if Customer desires to return a third-party Technology Solution, then the third-party’s return policies will apply. MISTG does not guarantee that third-party Technology Solutions will be returnable, exchangeable, or that re-stocking fees can or will be avoided. Customer is responsible for paying all re-stocking or return-related fees charged by the third party. MISTG will use reasonable efforts to assign, transfer and facilitate all warranties (if any) for the third-party Technology Solutions to Customer, but will have no liability whatsoever for the quality, functionality, or operability of any third-party Technology Solutions. MISTG is not an insurer or guarantor of the performance of any third-party Technology Solutions. Customer will be responsible for all fees and costs (if any) charged for warranty-related service.

3.3. System Architecture. The Monthly Fees for Services are based upon the configuration of Customer’s System as of the Effective Date. If Customer’s System configuration changes during the Term or any Renewal Period, then MISTG has the right to adjust the Monthly Fees to reflect System changes.

3.4. EULAs. In utilizing third-party Technology Solutions as part of the Services, Customer accepts and agrees to abide by the terms of any end user license agreements, software-as-a-service agreements, or similarly styled contracts (collectively, "EULAs") as though a sublicensee of MISTG and/or direct licensee of the manufacturer. Customer authorizes and grants MISTG permission to execute and/or accept EULAs on Customer’s behalf, which may contain indemnification obligations or limitation of liability provisions different than those contained in this Agreement.

3.5. Software Agents. If Services require the installation of software agents in Customer’s System ("Software Agents"), Customer agrees not to disable or otherwise disrupt/circumvent any such Software Agents.

3.6. “As is” Provision. Because MISTG does not manufacture Technology Solutions, MISTG is not and cannot be responsible for any defect, omission, or failure of any third-party Technology Solution. Third-party Technology Solutions are provided by MISTG on an “as is” basis only, without any warranty whatsoever offered by MISTG (also excluding implied warranties). If an issue requiring remediation arises, then MISTG will endeavor to provide a reasonable workaround or, if available, a "temporary fix" for the situation; however, MISTG does not warrant or guarantee success of these efforts, or that any third-party Technology Solution will be error-free.

3.7. Price Increases. Customer understands and agrees that MISTG cannot control a third-party manufacturer’s pricing schedule and therefore, increases in costs for Technology Solutions used with the Services may increase occasionally throughout the term. MISTG reserves the right to pass through, to Customer, any increases in the costs which may include licensing fees, charged by third parties for the Technology Solutions provided in/with the Services.

3.8. Customer Legacy Items. Customer’s System, including all Legacy Items, must be lawfully licensed. MISTG may request, and Customer must provide, proof of authenticity and/or licensing within forty-eight (48) hours of a request. Failure to use legally licensed Technology Solutions shall constitute a material breach of this Agreement.

3.9. Expert Support. If, in MISTG’s discretion, a Technology Solution requires outside expert support, MISTG may contact the expert on Customer’s behalf and invoice Customer for all fees and costs involved in that process ("Expert Fees"). If Expert Fees are anticipated in advance, MISTG will endeavor to obtain Customer’s permission before incurring such expenses on Customer’s behalf unless exigent circumstances require otherwise. However, MISTG does not guarantee that the payment of Expert Fees will create a resolution.

3.10. Access. If requested by MISTG, Customer agrees to timely furnish, at its own expense, physical and/or virtual access to the System for MISTG to perform the Services. Customer further agrees to provide contact information for its personnel and contractors, as well as direct the same individuals to cooperate with MISTG. Failure to comply with this section may result in delayed performance by MISTG or increased Fees. Additionally, Customer hereby grants MISTG the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access Customer’s systems for MISTG to provide the Services.

4. TERM & TERMINATION

4.1. Term. The Term for the Services (“Term”) is reflected on the SOW(s). Multiple SOWs may have concurrent Terms.

4.2. Termination. This Agreement shall only be terminated as provided herein, which includes non-renewal following the expiration of the Term. Any termination requires a written “Notice of Termination” delivered by the terminating party to the other consistent with Section 2.12. Termination shall not relieve either Party of its obligation of confidentiality.

4.3. This Agreement. This Agreement will terminate automatically upon either of the following: (a) if either Party terminates this Agreement for Cause (described below); or (b) expiration of the Term and/or subsequent renewal periods following receipt of a Termination Notice for Customer. Upon termination, all Services will immediately cease; however, Termination shall not change or eliminate any fees that accrued and/or were payable to MISTG prior to the date of termination, all of which shall be paid by Customer.

4.3. Termination Without Cause. Neither party may terminate this Agreement without cause prior to the expiration of the Term. If Customer terminates this Agreement without cause, then Customer shall tender Early Termination Fee within thirty (30) days of the effective date of the termination.

4.5. Termination For Cause. In the event that one party (a "Defaulting Party") commits a material breach of this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Agreement “for cause” provided that (a) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (b) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Customer) following receipt of written notice of breach from the non-Defaulting Party.

4.6. Early Termination Rights. MISTG may further terminate this Agreement for cause, at any time, without prior notice, if: (a) Customer fails to pay any invoice or fees within sixty (60) days after receipt of written notice from MISTG of non-payment; (b) Customer files for bankruptcy, makes an assignment for creditors or consents to the appointment of a trustee or receiver, or a receiver is appointed for the Customer, without its consent and is not dismissed within sixty (60) days for bankruptcy, reorganization or insolvency proceedings are instituted against the Customer and are not dismissed within sixty (60) days; (c) Customer permits or attempts to remove, sell, encumber, or assign Services or MISTG-provided Technology Solutions, or rights under this Agreement; (d) Customer modifies or permits an unauthorized third-Party to alter any element of MISTG' Services absent written permission from MISTG or Customer permits any other type of unauthorized System change; (e) Customer uses the Services, its System, or Technology Solutions provided by MISTG for obscene or illegal purposes; or (f) Customer knowingly or negligently provides MISTG with false or inaccurate information required for the Services. Customer also agrees to pay MISTG for all fees and late charges that MISTG may suffer because of such termination for default, including attorneys' fees and court costs.

4.7. Remedies for Early Termination. If MISTG terminates this Agreement for cause, or if Customer terminates without cause prior to the expiration of the Term, then Customer shall pay to MISTG the Early Termination Fee within thirty (30) days of the effective date of the termination. If Customer terminates for cause, then Customer will be responsible for paying only for those Services properly delivered and accepted by Customer up to the effective date of termination, and any non-refundable licensing fees paid by MISTG but not included in the Deposit or previous invoices.

4.8. Consent. The Parties may mutually consent, in writing, to terminate Services and this Agreement at any time.

4.9. Removal of Technology Solutions. Following termination, Customer will grant MISTG access, during normal business hours, to Customer’s premises at which Technology Solutions issued by MISTG are located to enable MISTG to safely remove all such Technology Solutions not owned or previously purchased by or with Customer funds. If Customer does not grant MISTG access as described herein, or if any of the MISTG-issued Technology Solutions are missing, broken or damaged (normal wear and tear excepted), Customer shall tender the full replacement value of all missing or damaged Technology Solutions to MISTG within fifteen (15) days. Upon termination, Customer shall also cooperate with the termination of all on-going subscriptions associated with reoccurring Technology Solutions.

4.10. Transition; Deletion of Data. If Customer requests MISTG assistance to transition away from MISTG Services, MISTG will provide such assistance if (a) all fees due and owing to MISTG are paid in full prior to MISTG providing this Additional Assistance; and (b) Customer agrees to pay MISTG’s current hourly rate for such Additional Assistance as set by MISTG. The retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements.

4.10.1 MISTG has no obligation. MISTG has no obligation to store or maintain any Customer data in MISTG’s possession or control beyond fifteen (15) calendar days following the Termination of this Agreement for any reason. Customer agrees to indemnify, defend, and hold MISTG harmless against any and all claims, costs, fees, or expenses incurred by Customer that arise from, or are related to, MISTG’s deletion of Customer data after the fifteen (15) day period. If Customer wishes for MISTG to store and/or transfer Customer data to an external source beyond the fifteen (15) day period, Customer must provide such instruction to MISTG within five (5) days of sending/receiving the Notice of Termination.

4.11 Data Destruction. MISTG will delete all Customer Data following termination; however, MISTG cannot guarantee that deleted Customer Data will be irrecoverable. MISTG recommends that Customer permanently delete any personal, confidential, and/or highly sensitive information from Technology Solutions before returning them to MISTG.

5. FEES

5.1. Services Fees. All costs, fees, and the Deposit, excluding unforeseen price increases associated with third-party Technology Solutions or those for Additional Services, are provided on the SOW and shall be invoiced to the Customer in monthly installments and must be paid by Customer within thirty (30) days (“Monthly Fees”). If Customer’s request for Additional Services requires outsourcing to a third-party, MISTG shall provide Customer with an estimated cost, which shall include expected hourly fees from MISTG, for Customer’s prior review and approval.

5.2. Expense Invoices. Customer shall reimburse MISTG for out-of-pocket expenses incurred for the Services within thirty (30) days of tendered invoice. Unless otherwise provided herein, MISTG will obtain Customer’s written consent before incurring additional expenses.

5.3. Additional Assistance Fees. Any items or support requested by Customer but not included in the Services shall be minimally billed by MISTG, and payable by Customer, at the following aggregate rate (“Additional Assistance Fees”) unless/until the Parties mutually agree to an alternative fee structure: (a) Cost of the Technology Solution(s) required to perform the Additional Assistance, including licensing fees and equipment costs; and (b) Hourly rate of MISTG technician(s) required to implement and/or configure the Technology Solutions with the System.

5.4. Emergency Service Rate. Responses to Cyber-Attacks and Force Majeure Events are billed at the rate of the Additional Assistance Fees, plus an additional Fifty U.S. Dollars ($200.00) per hour for each technician during work performed outside of Conventional Business Hours.

5.5. Payment Method. MISTG only accepts payment via Automated Clearing House (“ACH”) or paper check. Any other payment methods may incur additional processing fees. MISTG will provide a copy of its ACH instructions at the time of the execution of the SOW, which shall be confirmed with Customer either via telephone or in-person with the MISTG representative identified on the SOW. If, at any time, Customer receives instructions that in any way attempt or appear to alter the ACH information or payment methods requested by MISTG, Customer is to immediately contact the MISTG representative on the SOW, via video conference (such as FaceTime, Teams, or Zoom) to confirm the veracity of any such changes. If Customer fails to verify any changes to payment instructions regarding MISTG as specifically described in this paragraph and sends payment for MISTG Services to an unknown and/or unauthorized third-party, Customer EXPRESSLY UNDERSTANDS AND AGREES that Customer shall solely bear such loss, without any recourse against MISTG, and Customer is NOT relieved of its obligation to compensate MISTG for its Services.

5.6. Nonpayment. Services may be suspended, and all Technology Solutions will be recovered if payment of any invoice becomes more than thirty (30) days past due. Late payments may result in a cessation of the Services and/or shall incur interest at the rate of three percent (3%) per month from the date due until paid in full. Customer shall pay all expenses, including actual attorneys’ fees, incurred by MISTG or its Agents in enforcing its rights under this Agreement.

5.7. Taxes. Each party is responsible for the payment of its own taxes related to this Agreement.

6. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

6.1. General Disclaimer of Warranty by MISTG. Customer acknowledges and agrees that MISTG purchases/receives all Technology Solutions and Updates from third-parties and strictly provides them to Customer “AS-IS” for the Services and MISTG shall not be deemed to have made any warranties regarding the Technology Solutions, the Services, or updates to Customer. MISTG HEREBY DISCLAIMS ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE SERVICES AND THE SYSTEM, TECHNOLOGY SOLUTIONS, AND/OR UPDATES, UTILIZED BY MISTG, THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, THE QUALITY OF MATERIAL OR WORKMANSHIP, STATUTORY OR REGULATORY COMPLIANCE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR CONFORMITY OF THE SAME TO COMMERCIALLY REASONABLE STANDARDS AND SPECIFICATIONS OF ANY SOW RELATING THERETO, NOR SHALL MISTG BE LIABLE, IN CONNECTION WITH ANY SUCH DISCLAIMED WARRANTY, FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT), ECONOMIC LOSSES, REGULATORY FINES, OR GOVERNMENT OR COURT-ORDERED CORRECTIVE/REMEDIAL ACTIONS related to the Services; and Customer agrees that MISTG shall not be liable to Customer or any third-party for any functionality issues, defects, losses, or performance problems with the Services, any third-party vendor or manufacturer of Technology Solutions, or Updates that are purchased or utilized by MISTG in the provision of the Services. Customer agrees that MISTG’s disclaimer of warranties shall apply in lieu of any other statutory rights and remedies otherwise available to Customer. No statement by any MISTG employee or agent, orally or in writing, will serve to create any warranty or obligation not expressly set forth herein or to otherwise modify this Agreement in any way whatsoever.

6.1.1. MISTG DOES NOT GUARANTEE ANY COST SAVINGS, PROFITS, OR RETURNS ON INVESTMENT.

6.2. CYBER-ATTACKS DISCLAIMER. Further, MISTG specifically disclaims any actual or implied warranty that its Services will stop all successful or attempted Cyber-Attacks on Customer’s System. Customer understands and agrees that no System can ever be fully impenetrable against Cyber-Attacks. Customer’s defenses against Cyber-Attacks are, in part, dependent on its own conduct and that of its employees, third-party Technology Solutions, as well as the extent of the Services it selects. Therefore, a Cyber-Attack against Customer’s System, successful or otherwise, is not considered a breach of this Agreement by MISTG. MISTG is not liable for any attempted or successful Cyber-Attack on Customer’s System, or any resulting injuries, economic loss, business interruption, regulatory fines/penalties, general, or special damages, unless such Cyber-Attack is the direct result of MISTG's failure to provide one or more of the agreed-upon Services (excluding interruptions, defects, and/or outages outside of MISTG's control). MISTG disclaims any warranty or guarantee that all malware or malicious activity will be capable of being detected, avoided, quarantined or removed through its Services, or that any data deleted, corrupted, or encrypted by such malware will be recoverable in the event of a Cyber-Attack.

6.3. Liability Limitations. This paragraph limits the liabilities arising from the Services and is a bargained-for and material part of MISTG’s business relationship with Customer. Customer acknowledges and agrees that MISTG would not provide any Services, unless MISTG could rely on the limitations described in this paragraph. Customer understands and agrees that no System can be 100% secure, stable, and free from errors. THEREFORE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT IN CASES OF INTENTIONAL MISCONDUCT BY MISTG, IN NO EVENT SHALL MISTG OR ITS AGENTS BE LIABLE TO CUSTOMER, CUSTOMER'S AGENTS, OR ANY OTHER THIRD-PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR GENERAL DAMAGES, WHICH THE PARTIES EXPRESSLY AGREE INCLUDES, WITHOUT LIMITATION AND REGARDLESS OF ITS LEGAL CATEGORIZATION, ANY DAMAGES FOR PERSONAL INJURY, NEGLIGENT ACTS OR OMISSIONS, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOST GOODWILL, CYBER-ATTACKS, DATA BREACH, FORCE MAJEURE EVENTS, UNAUTHORIZED SYSTEM CHANGES OR DATA ACCESS, COMPUTER FAILURE OR MALFUNCTION, AND/OR COST OF REPLACEMENT GOODS OR SERVICES, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, TECHNOLOGY SOLUTIONS OR UPDATES FOR MORE THAN THE AMOUNT OF THE DEPOSIT.

6.4. Indemnity. Customer shall indemnify, defend, hold MISTG harmless from and against any and all liabilities, obligations, losses, damages, investigations, regulatory fines or cost of compulsory actions, penalties, claims (including, without limitation, claims involving negligence, unjust enrichment, strict or absolute liability), lawsuits, court costs, personal injury, property/data loss, loss of goodwill, interruption of business, economic losses, attorneys' fees, identity theft, Cyber-Attacks, data breaches, or Force Majeure events as well as any other alleged violation of state or Federal law and litigation expenses of any kind and nature whatsoever (collectively, "Claims") which may be claimed or asserted against MISTG, that relate to and/or arise out of this Agreement (collectively, the "Indemnity"). However, Customer is not required to indemnify MISTG for any claim resulting from intentional acts of misconduct by MISTG.

6.5. Conflicts. Given the vast number of interactions between different types of Technology Solutions, a managed network may occasionally experience disruptions and/or downtime ("Conflicts"). MISTG cannot and does not guarantee that such Conflicts will not occur, and Customer understands and agrees that the number of service tickets submitted by Customer is not, by itself, an indication of default by MISTG.

7. MINIMUM INSURANCE REQUIREMENTS

7.1. Minimum Cyber Insurance Standards. Unless insured under a policy procured by a governmental entity on Customer’s behalf, during and for one (1) year after the expiration of the Term, or Customer executes the “Assumption of Risk” within the SOW, Customer shall maintain and keep in force, at its own expense, Cyber risk insurance for network security and privacy liability, which includes coverage for System "betterment" or improvement, wire fraud, and business loss/interruption with a limit of no less than $1,000,000.00 per occurrence ("Coverage Limit"), covering cyber-attacks, system and data restoration, and post-event compliance. For Customers with more than fifty (50) employees, the Coverage Limit shall be no less than $2,000,000.00.

7.1.1 If coverage is cancelled or not renewed and it is not replaced with another policy with a retroactive date that precedes the Effective Date, Customer must provide extended reporting coverage under such cancelled or non-renewed for a minimum of one (1) year after the termination of the Agreement. Customer shall provide MISTG with certificates of insurance within ten (10) days of MISTG's request; failure to comply shall constitute Customer default

7.2. Insurance Renewal/Modification. Customer shall provide MISTG with at least thirty (30) days notice prior to the cancellation or material modification of any of the insurance policies required above. Notwithstanding the preceding sentence, Customer shall notify MISTG in writing prior to any such material modification or cancellation for which the insurer has not agreed to provide notice. No such cancellation, modification or change shall affect the Customer's obligation to maintain the insurance coverage required by the Agreement.

7.3. Waiver of Subrogation. Customer, individually and on behalf of its insurer, waives all rights to recover against MISTG for any loss or damage to its property, including its System, (whether owned or leased) from any cause covered by insurance maintained by Customer or MISTG, including deductibles or self-insured retentions. Customer shall further cause its insurers to also waive rights of subrogation under the policies identified herein for any claims against MISTG.

8. CONFIDENTIALITY

8.1. Each Party shall protect all Confidential Information of the other Party with the same degree of care and due diligence as it uses to avoid the unauthorized use, disclosure, publication, or dissemination of its own Confidential Information of a similar nature, but in no event less than reasonable care. Neither Party may use the other Party’s Confidential Information for its own benefit or the benefit for a third-party, or disclose, publish, release, transfer or otherwise make available to any third Party, any Confidential Information of the other Party without the other Party’s prior written consent. Following the termination of this Agreement, the Parties shall either return the other’s Confidential Information or certify the destruction thereof by commercially reasonable means.

8.2. This Section does not apply to the following situations: (a) the Confidential Information was independently developed or known by the receiving Party prior to the Effective Date; (b) the Confidential Information is or becomes publicly known absent a breach of this Agreement; and (c) the Confidential Information is received by the Receiving Party from a third-party without any obligation of confidentiality.

8.3. Each Party shall, as soon as reasonably practicable, notify the other Party of: (a) any receipt of a court order or public records request for the other Party’s Confidential Information; and (b) any unauthorized possession, disclosure, use or knowledge, or attempt thereof, of the other Party’s Confidential Information, including any real or attempted network security breach. The notifying Party shall cooperate with the other Party in all lawful manners to prohibit and/or limit the undesired disclosure of that Party’s Confidential Information.

9. TECHNICAL SUPPORT

9.1. Scheduled Downtime. Occasionally, MISTG will require scheduled downtime for Customer’s System for maintenance, updates, repairs, and/or the integration of new technology solutions. Absent emergency circumstances, MISTG will coordinate with Customer to determine the most appropriate time to conduct the requisite work on the System that minimally interferes with Customer’s operations.

9.2. Helpdesk. The Helpdesk is open during Conventional Business Hours and responds to the tickets submitted by Customer according to urgency, which is determined according to MISTG’s discretion. Given the unpredictability of cyber incidents, MISTG does not guarantee any response times to tickets submitted to the helpdesk or responses to emergency alerts submitted by the Customer.

9.3. After-Hours and Emergency Assistance. Helpdesk tickets submitted outside of Conventional Business Hours will be addressed when the Helpdesk reopens during Conventional Business Hours. Emergencies, such as Cyber-Attacks and Force Majeure Events should not be reported to the Helpdesk, but instead directly to the assigned team lead at MISTG. MISTG offers forty (40) free hours of generic and Incident Response support during the Term for Emergencies. Any additional need for emergency services are billed at the Emergency Service Rate. Requests for Emergency Services must be submitted by Customer’s Authorized Contact.

10. MISCELLANEOUS

10.1. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be removed, with all remaining provisions remaining in full force and effect. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

10.2. Amendment. This Agreement may only be amended by mutual written consent of the Parties.

10.3. Subcontracting. MISTG may subcontract out any of the Services to another vendor that MISTG determines to be qualified to perform those Services, without Customer’s permission.

10.4. Relationship. MISTG is and shall remain an independent contractor of Customer.

10.5. Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana without reference to principles of conflicts of laws.

10.6. Dispute Resolution. In the event of any dispute arising between the Parties that cannot be amicably resolved, the Parties agree to litigate all matters exclusively in the Nineteenth Judicial District Court for the Parish of East Baton Rouge, with all reasonable attorneys fees to be paid by the unsuccessful party.

10.7. Waiver. Failure by either Party to insist upon strict performance of any provision herein shall not be deemed a waiver by such Party of its rights or remedies, or a waiver by it of any subsequent default by the other Party.

10.8. Force Majeure. Neither Party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay Fees, project fees, or additional expenses), or interruption of Service resulting directly or indirectly from any cause beyond its reasonable control, including Force Majeure events.

10.9. No Stipulation Pour Autrui. This Agreement is only effective between the Customer and MISTG. There are no other third-party beneficiaries hereto.

10.10. Conflicting Language. Conflicting language shall be interpreted in favor of the more specific provisions.

10.11. Surviving Obligations. Following the termination of this Agreement, both Parties’ obligations concerning the other Party’s Confidential Information shall survive for a period of two (2) years.

10.12. Assignment. Customer may not assign its rights or obligations under this Agreement without MISTG’s prior written consent which shall not be unreasonably withheld.

10.13. No Fiduciary. This Agreement does not create any fiduciary relationship between the Parties. If, by operation of law, a fiduciary relationship is implied, Customer hereby waives any such fiduciary rights and benefits.

10.14. Disclosure. Customer warrants and represents that Customer is unaware of any law or regulation governing its business that would impede or restrict the Services, or that would require MISTG to register with, or report its Services to any government or regulatory authority. Customer agrees to promptly notify MISTG if Customer becomes subject to any of the foregoing which, in MISTG’s discretion, may require a modification to the scope or pricing of the Services.

10.15. Collections. If MISTG is required to send Customer’s account to collections or to start any collections-related action to recover undisputed fees, MISTG will be entitled to recover all costs and fees it incurs in the collections process including, but not limited to, reasonable attorneys’ fees and costs.

10.16. Data & Service Access. Some of the Services may be provided by persons outside of the United States and/or Customer Data may occasionally be accessed, viewed, or stored on secure servers located outside of the United States. Customer agrees to notify MISTG if Customer must modify any provisions contained herein; in such events, MISTG reserves the right to adjust the requisite costs and fees associated with the change.

10.17. Entire Agreement. This Agreement constitutes the entire agreement by and between the Parties regarding the subject matter contained herein and supersedes all prior and contemporaneous undertakings and agreement of the Parties, whether written or oral, with respect to such subject matter. MISTG will not be bound by any terms or conditions except those in this Agreement unless MISTG expressly accepts such other terms in writing.