This Master Services Agreement (“MSA”), effective as of the latest date of all parties’ signatures below (“Effective Date”), is by and between Aligned Technologies, LLC dba Aligned Tek, of 2000 Resource Dr., Birmingham, AL 35242 (“Aligned Tek” or “Provider”), and the Client. The parties agree as follows:

1. SCOPE

This MSA governs all products, services, and related deliverables (collectively, the “Services”) provided by Aligned Tek to Client. Each purchase order, addendum and/or statement of work (each a “Purchase Order”) executed by the parties shall be incorporated by reference into this MSA. In the event of conflict, the Purchase Order shall control, except as it relates to indemnification, warranties, limitation of liability, and termination.

The Services to be delivered shall be defined in the applicable Purchase Order, and may include managed IT services, cybersecurity services, cloud solutions, hardware or software procurement, projects, and professional services (“Scope”). Services outside the scope of a Purchase Order (“Out-of-Scope Work”) include, without limitation, project-based work, remediation of issues caused by third parties or Client modifications, and Services required to be performed outside of regular business hours of 7:00 a.m. to 5:00 p.m. Central Time, Monday-Friday (“Business Hours”), or on New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday following Thanksgiving Day, Christmas Eve, Christmas Day or New Year’s Eve (“Holiday(s)”).

2. TERM; RENEWAL; CHANGES

The term of this MSA shall commence on the Effective Date and continue until each associated Purchase Order has been expired or terminated for one (1) year. Each Purchase Order shall have an initial term (the “Initial Term”) of three (3) years unless otherwise stated, and shall automatically renew for successive one- (1) year terms (“Renewal Term”) unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term. Pricing may be adjusted annually based on the greater of five percent (5%) or the twelve- (12) month percent change for Consumer Price Index published by the U.S. Bureau of Labor Statistics for US city average for all items (see www.bls.gov/cpi/latest-numbers.htm) measured from the month prior to renewal (“CPI Adjustment”).

Client may request service changes at any time. Additions or removals of Services require a written Service Amendment executed by both parties.

3. FEES; BILLING

Client agrees to pay all fees described in the applicable Purchase Order. Services outside the scope of a Purchase Order will be billed at Aligned Tek’s then-current hourly rates, which may be modified by Aligned Tek with notice to Client.

Unless otherwise stated, invoices are due within fifteen (15) days of receipt. Monthly recurring Services are invoiced on the first day of each month for Services delivered during that month. Autopay drafting on or around the 5th does not modify the contractual due date. Project Services and non-recurring charges are billed separately under a Purchase Order. Client is responsible for all applicable taxes. Third-party costs (software, licensing, cloud services, etc.) are billed at Aligned Tek’s prevailing rates unless otherwise stated.

Disputed invoices must be submitted in writing within thirty (30) days of the invoice date, and undisputed portions must be paid when due. Late payments are subject to interest at 1.5% per month or the maximum allowed by law, whichever is lower. Aligned Tek may suspend Services after a thirty (30)-day delinquency following written notice. TIME IS OF THE ESSENCE FOR ALL PAYMENT OBLIGATIONS.

4. SERVICE STANDARDS; WARRANTIES

Aligned Tek will perform Services using qualified personnel and commercially reasonable efforts consistent with managed IT industry practices. Aligned Tek does not guarantee uninterrupted service, error-free operation, or immunity from cybersecurity threats. Recommendations are advisory and based on Aligned Tek’s professional judgment. Unless expressly included in a signed Purchase Order, Aligned Tek is not responsible for:

-Issues caused by unsupported hardware or software;

-Remediation of third-party or Client-made changes;

-Data recovery, forensic analysis, or security incident response; or

-Custom software configuration or programming.

Aligned Tek may use artificial intelligence and automation tools to assist in the delivery of the Services, and such use does not expand Aligned Tek’s obligations, warranties, or liability under this MSA. Client remains responsible for reviewing and approving all business decisions informed by automated or AI-generated recommendations.

Aligned Tek warrants only that its technicians are qualified to provide the Services. All Services shall be deemed to be acceptable thirty (30) days following performance. Client’s sole remedy for dissatisfaction shall be the right to terminate the applicable Purchase Order after written notice and a reasonable sixty- (60) day cure period. ALIGNED TEK MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT. ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACHIEVEMENT OF SPECIFIC PERFORMANCE RESULTS OR BUSINESS OUTCOMES. FOR ANY THIRD-PARTY HARDWARE, SOFTWARE, OR SERVICES PROCURED THROUGH ALIGNED TEK, CLIENT’S SOLE WARRANTIES ARE THOSE PROVIDED BY THE APPLICABLE VENDOR, AND CLIENT MUST PURSUE WARRANTY CLAIMS DIRECTLY WITH THAT VENDOR.

5. DATA SECURITY, BACKUP & RETENTION

Aligned Tek shall maintain commercially reasonable administrative, technical and physical safeguards to protect Client data. Client remains responsible for verifying the success of backups and maintaining business continuity. Upon termination of a Purchase Order, Aligned Tek will retain Client data for fifteen (15) days unless otherwise agreed in writing. After this period, data may be permanently deleted.

6. PRODUCT PURCHASES

Client may acquire hardware, software, subscriptions or other products (“Products”) from Aligned Tek pursuant to a written order or invoice (“Product Order”). Pricing includes all agreed charges, applicable taxes and shipping unless otherwise stated. Integration or configuration Services are not included and require a separate Purchase Order.

(a) Delivery & Risk of Loss: Delivery dates are estimates and depend on third-party manufacturers and carriers. Aligned Tek is not liable for delays outside its control. All Product deliveries are FOB shipping point. Title and risk of loss transfer to Client upon Aligned Tek’s receipt of full payment.

(b) Cancellations & Returns: Product Orders may not be cancelled after submission. Defective or damaged Products are subject solely to the return or warranty policies of the applicable manufacturer. Aligned Tek may cancel a Product Order due to nonpayment, pricing changes, product unavailability or changes in delivery terms.

(c) Third-Party Products & Warranties: All Products are provided by third-party manufacturers and are subject to the manufacturer’s license terms, warranties and support policies. Aligned Tek makes no warranties regarding Products and is not responsible for the acts or omissions of third-party manufacturers. All Product-related claims must be made directly with the manufacturer.

(d) Acceptance & Final Sale: Products are deemed accepted upon delivery unless Client notifies Aligned Tek in writing within five (5) business days of any delivery discrepancy or apparent defect. Except as required by manufacturer policy, all Product sales are final and non-refundable.

7. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information disclosed by the other party. Confidential Information shall not include data that is (a) publicly available, (b) independently developed, or (c) lawfully received from a third party. Disclosure may occur if required by law, provided the disclosing party gives prompt notice to allow for protective measures.

Aligned Tek will comply with all applicable privacy and security regulations, including the Health Insurance Portability and Accountability Act (“HIPAA”) when applicable. A Business Associate Agreement (“BAA”) shall be executed when required by law or upon Client request.

8. INDEMNIFICATION

Each party (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other (an “Indemnified Party”) from damages, losses, and reasonable attorney fees arising from the Indemnifying Party’s gross negligence, willful misconduct, or uncured material breach of this MSA. The Indemnified Party shall provide prompt written notice of any claim and reasonable cooperation in the defense. These indemnification obligations shall survive the termination or expiration of this MSA.

9. LIMITATION OF LIABILITY

ALIGNED TEK IS NOT LIABLE FOR DELAYS, FAILURES, LOSS OF DATA, SERVICE INTERRUPTIONS, SECURITY INCIDENTS, RANSOMWARE EVENTS, OR OTHER DAMAGES CAUSED BY (A) CLIENT’S MISUSE, UNAUTHORIZED CHANGES, OR FAILURE TO FOLLOW ALIGNED TEK’S INSTRUCTIONS; (B) ACTIONS OF CLIENT’S PERSONNEL OR THIRD-PARTY VENDORS; (C) UNSUPPORTED SYSTEMS INCLUDING PERSONAL COMPUTERS AND/OR ANY SYSTEMS NOT OWNED OR LEASED BY COMPANY; (D) CLIENT’S DECISION TO DECLINE OR DELAY RECOMMENDED PRODUCTS, UPGRADES, OR SECURITY TOOLS; (E) FAILURES OF THIRD-PARTY PLATFORMS, ISPS, SOFTWARE VENDORS, CLOUD SERVICES, OR UTILITIES; OR (F) EVENTS BEYOND ALIGNED TEK’S REASONABLE CONTROL.

ALIGNED TEK IS NOT RESPONSIBLE FOR FINES, PENALTIES, OR COMPLIANCE FAILURES UNLESS EXPRESSLY ASSUMED IN A SERVICE ORDER. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA.

ALIGNED TEK’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR SERVICES (EXCLUDING PRODUCTS) IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY REPRESENTS A BARGAINED FOR EXCHANGE AND IS A MATERIAL COMPONENT TO THE CALCULATION OF FEES BY ALIGNED TEK.

10. TERMINATION

(a) Termination for Cause; Suspension: Either party may terminate a Purchase Order for material breach by giving written notice describing the breach and allowing sixty (60) days to cure. If the breach is not cured within sixty (60) days after the initial notice, the nonbreaching party may terminate the affected Purchase Order.

(b) Early Termination; Costs: The parties acknowledge that Aligned Tek’s pricing reflects the front-loaded nature of managed services and that the Termination Fee compensates Aligned Tek for onboarding costs and resource commitments. Client may terminate a Purchase Order without cause with sixty (60) days’ written notice. If Client terminates without Cause, or if Aligned Tek terminates due to Client’s breach, Client shall pay (i) a Termination Fee equal to six (6) months of the average monthly fees paid during the prior twelve (12) months; (ii) all unpaid fees through the termination date; and (iii) all third-party licensing, service, equipment, or vendor commitments made by Aligned Tek on Client’s behalf, including remaining license fees or vendor early termination charges, whichever is less.

(c) Transition Assistance: If all amounts due have been paid, Aligned Tek will provide reasonable transition assistance at its then-current rates. Client shall indemnify Aligned Tek for claims or costs arising from transition activities or Client’s failure to provide timely instructions.

11. MISCELLANEOUS

(a) Compliance: Each party shall comply with all applicable federal, state, and local laws, including data privacy, export control, and cybersecurity regulations. If Services involve regulated data (e.g., PHI under HIPAA), the Parties will execute the required compliance agreement.

(b) Governing Law; Venue: This Agreement shall be governed by the laws of the State of Alabama, without regard to its conflict of laws principles. Venue for any disputes shall be in the state or federal courts located in the jurisdiction where Services are primarily rendered.

(c) Placement Fee: During the term of this MSA and for one (1) year thereafter, Client shall pay Aligned Tek a Placement Fee if Client hires or retains, directly or indirectly, any Aligned Tek employee or subcontractor (“Aligned Tek Resource”) who provided Services during the term of this MSA or within six (6) months prior to its termination. The Placement Fee equals fifty percent (50%) of the Aligned Tek Resource’s annualized compensation (base salary, bonuses, commissions, and other monetary or non-monetary benefits) and is due within fifteen (15) days of such hiring or retention.

Client shall notify Aligned Tek in writing within five (5) business days of hiring or retaining an Aligned Tek Resource and provide documentation necessary to calculate the Placement Fee. Unpaid Placement Fees accrue interest at 1.5% per month or the maximum allowed by law. Client may not circumvent this provision through third-party engagement or other arrangements.

(d) Exhibits; Addenda: Any exhibits (“Exhibits”) or addenda (“Addendum(a)”) attached to or executed in connection with this MSA are incorporated by reference and form part of this MSA. Each Exhibit or Addendum may include one or more schedules or attachments that further describe specific Services. In the event of a conflict, an Exhibit or Addendum controls only with respect to the scope, pricing and term of the Services described therein, and this MSA controls with respect to indemnification, warranties, limitation of liability, termination and other general legal terms.

(e) Cyber Insurance: Client is responsible for maintaining, at its own expense, cyber liability insurance covering its Systems. Upon request, Client shall provide Aligned Tek with proof of such coverage.

(f) Force Majeure: Aligned Tek is not liable for delays or failures to perform caused by events beyond its reasonable control, including acts of government, natural disasters, terrorism, labor disputes, utility failures, communication outages, transportation delays, pandemics, or other events of similar nature. Aligned Tek’s obligations shall resume once performance becomes practicable.

(g) No Waiver: A party’s failure to enforce any provision of this MSA, or any delay in doing so, does not waive that provision or any other. A waiver is effective only if in writing and signed by the waiving party.

(h) Assignment: Client may not assign this MSA without Aligned Tek’s written consent. Aligned Tek may assign this MSA to a successor in ownership resulting from merger, acquisition, or sale of substantially all assets.

(i) Amendment: No amendment to this MSA or any Purchase Order is valid unless it expressly references this MSA, is in writing, and is signed by both parties.

(j) Severability: If any provision of this MSA or a Purchase Order is held invalid or unenforceable, it shall be enforced to the fullest extent permitted by law, and the remainder of the MSA shall continue in full force as if the invalid provision were omitted.