Phoenix Technology Group’s Master Services Agreement

1. DESCRIPTION OF SERVICES. Beginning on the Effective Date, PTG will provide to the Company the products or services as described in the statement of work (the “SOW”) attached hereto as Exhibit A and incorporated herein by this reference (collectively, the "Products or Services”).

The Company acknowledges that PTG is to be the principle and sole service provider of outlined services and products (SOW) for the Company’s business. The Company further acknowledges that, at PTG's sole discretion and for the duration of this Master Agreement, any changes or work performed by the Company or at the behest of the Company by a third party provider to the products or services provided by PTG as described in the SOW without the prior written consent of PTG shall, at PTG’s sole option, terminate the Master Agreement immediately, with the Company to fully and timely pay PTG the fees due hereunder for the remainder of the term of the Master Agreement, as liquidated damages for such action taken by the Company and not as a penalty.

PTG shall have the sole right to manage the services and products of Company as outlined in the SOW and shall have all powers and rights necessary, appropriate or advisable to effectuate and effectively manage the services and products (SOW) of the Client, including access to the Company’s facilities or, where applicable, remote access to the Company’s information technology, as necessary to provide the Company with the managed services as outlined in the SOW (the “Managed Services”).  Any action required or permitted to be taken by PTG hereunder may be taken by PTG without prior notice to the Company, followed by notice of the same to the Company as soon as practicable as determined in the reasonable discretion of PTG.

2. PAYMENT. All payments due PTG for its provision of Products or Services shall be timely made based of the payment schedule set forth in the SOW, and sent to Phoenix Technology Group LLC, 200 Union Blvd, Suite 200, Lakewood, Colorado 80228, or to such further address as may be provided by PTG to the Company.

All invoices are due and payable upon receipt and deemed to be late if the Company fails to tender payment to PTG within twenty (20) days of invoice receipt.  All Invoices paid late by the Company will accrue interest thereon on the unpaid balance at the rate of three percent (3.00%) per month, or the maximum percentage allowed under applicable Colorado law, whichever is less. The Company will be considered in default of the Master Agreement if payment on received invoices are not completed within twenty (20) days of the Company’s receipt.

Further, the Company shall pay all costs of collection, including without limitation, reasonable attorney fees and costs incurred by PTG in furtherance of such collection of unpaid Products or Services. In addition to any other right or remedy provided by law, if the Company fails to pay when due for the Products or Services provided to the Company, PTG, at its sole option and in furtherance of its affirmative obligation to mitigate its damages, may terminate this Agreement and pursue such other remedies as afforded at law or in equity.

3. TERM. The term of this Agreement shall commence as of the Effective Date and continue for a one-year term (the “Term”) and shall automatically be extended for one or more further one-year terms (singularly an “Extended Term”) upon the expiration of the Term at PTG’s then current rates and fees charged for the Managed Services unless formally terminated in writing by the Company to PTG upon not less than thirty (30) days’ notice prior to the end of the Term or the then applicable Extended Term. Offboarding services can be provided by PTG at the request of Company and at the discretion of PTG and will be billed at PTG’s then current time and material rate. Further, if the Company is a Managed Services client of PTG, the Company must provide PTG with a minimum of thirty (30) days’ prior written notice of any reduction in the number of devices under management, pursuant to the SOW (collectively, the “Removed Devices”).  In such event, any Removed Devices will no longer be eligible for servicing by PTG under the SOW, and any additional servicing of such devices shall be charged to the Company at PTG’s then applicable hourly rates for such services.

To the extent the SOW also covers the provision of Products or Services to the Company other than Managed Services, the Company may terminate the Agreement for such Products or Services upon the completion of the SOW for such project and the Company’s full payment to PTG of all amounts due hereunder.

4. WORK PRODUCT OWNERSHIP. During PTG’s provision of the Products or Services to the Company pursuant to the SOW, any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by PTG will be the exclusive property of the Company. Upon request, PTG will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of the Company to the Work Product.

5. NON-SOLICITATION of Employees

5.1 Client acknowledges that Phoenix Technology Group LLC. has a substantial investment in its employees that provide Services to Client under this Agreement and that such employees are subject to Phoenix Technology Group LLC. Communications’ control and supervision. In consideration of this investment, Client agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving Phoenix Technology Group LLC. Communications’ written consent.

5.2 If any employee terminates his or her employment with Phoenix Technology Group LLC. (Regardless of the reason for termination) and is employed by Client (or any affiliate or subsidiary of Client) in any capacity either during or within a three (3) month period, Client shall immediately pay Phoenix Technology Group LLC. an amount equal to 50% of the then current yearly salary or wage paid by Phoenix Technology Group LLC. to such employee.

 6. CONFIDENTIALITY. PTG, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for their personal benefit or the benefit of PTG, or divulge, disclose, or communicate in any manner, any proprietary information that is determined to be a “trade secret” of the Company, pursuant to the Colorado Uniform Trade Secrets Act (CRS, §§7-74-101 to 7-74-110). PTG and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Master Agreement. Any oral or written waiver by the Company of these confidentiality obligations which allows PTG to disclose the Company's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Upon termination of this Master Agreement, PTG will return to the Company all records, notes, documentation, and other items that were used, created, or controlled by PTG during the term of this Master Agreement.

7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Master Agreement:

 a. The failure of the Company to tender to PTG a required payment when due.

 b. The insolvency or bankruptcy of either party.

 c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

 d. The failure to make available or deliver the Managed Services in the time and manner provided for in this Master Agreement.

8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Master Agreement (including without limitation the failure of the Company to make a monetary payment to PTG when due), the non-defaulting party may terminate the Master Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have seven (7) calendar days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Master Agreement,

9. FORCE MAJEURE. If performance of this Master Agreement or if any obligation under this Master Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent reasonably necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, pandemics, riots, or wars, or strikes, lockouts, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

10. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within thirty (30) days of notice from an aggrieved party, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation with any one of the following alternative dispute resolution firms that the parties can mutually agree upon, including Judicial Arbiter Group of Denver, JAMS of Denver, or the Office of Dispute Resolution of the Colorado State Judicial Branch. If mediation does not successfully resolve the dispute, an aggrieved party may proceed to bring suit for any legal or equitable claims and the legal or equitable remedies afforded such party by law, in the District Court or the County Court of Jefferson County, Colorado, which both parties acknowledge and agree shall be the jurisdiction and venue for any dispute between the parties not otherwise settled through mediation.

11. ENTIRE AGREEMENT. This Master Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Master Agreement. This Master Agreement supersedes any prior written or oral agreements between the parties.

12. SEVERABILITY. If any provision of this Master Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Master Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

13. AMENDMENT. This Master Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

14. GOVERNING LAW. This Master Agreement shall be construed in accordance with the laws of the State of Colorado.

15. NOTICE. Any notice or communication required or permitted under this Master Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Master Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Master Agreement.

17. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

18. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

Cyber Insurance Coverage

Throughout the term of this agreement the Client shall procure and maintain cyber liability insurance coverage with a limit of liability of at least USD $1M aggregate.  Evidence of this coverage will be provided to Phoenix Technology Group LLC upon the anniversary date of the agreement for each year the agreement is in effect.