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Master Services Agreement (MSA)

Last Updated 8/1/2020

Introduction

This agreement serves the purpose of providing general guidelines around obtaining services from Exceed Technology Group, LLC. Specific Service Level Agreements (SLA’s) will be in addition to this agreement.

Non-Disclosure

NON-USE AND NON-DISCLOSURE

Each Party agrees not to use any Confidential Information of the other Party for any purpose (including without limitation any competitive activities or circumvention of Company in independently pursuing the business opportunities contemplated by the Confidential Information) except to evaluate and engage in discussions concerning the Opportunity. Each Party agrees not to disclose any Confidential Information of the other Party, except that, subject to Section 3 below, a receiving Party may disclose the other Party’s Confidential Information to those employees and other Representatives of the

Receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity. If a receiving Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Receiving Party may furnish that portion (and only that portion) of the Confidential Information that the Receiving Party is legally compelled or is otherwise legally required to disclose; provided, however, that the Receiving Party provides such assistance as the Disclosing Party may reasonably request in obtaining such order or other relief. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential

Information and that are provided to the Party under this Agreement.

MAINTENANCE OF CONFIDENTIALITY

NO OBLIGATION

Nothing in this Agreement shall obligate either Party to (i) disclose any Confidential Information to the other Party, or (ii) proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity.

NO WARRANTY

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

RETURN OF MATERIALS

All documents and other tangible objects containing or representing Confidential Information that have been disclosed by either Party to the other Party, and all copies or extracts thereof that are in the possession of the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party’s written request. Notwithstanding the foregoing, a receiving Party may retain in the offices of its legal advisor a single

archival copy of any written or photographic Confidential Information provided by the other Party under this Agreement, which copy shall only be used by the receiving Party and its legal advisors in connection with the review of its obligations under this Agreement.

SERVICE AVAILABILITY

Each party agrees to defend, indemnify and hold harmless the other party and its officers, directors, employees, agents or representatives (collectively “Representatives”) from any and all claims, damages, expenses, suits, losses or liabilities of every kind (including, without limitation, the reasonable fees and expenses of legal counsel) caused by or arising from (i)

the breach of any material covenant or representation under this Agreement by the indemnifying party, or (ii) the negligent, reckless or willful misconduct in the performance of the indemnifying party’s obligations hereunder.

LIMITATIONS OF LIABILITY

Provider’s liability under this Agreement is limited to the actual direct damages incurred by Client and shall in no event exceed the amount paid for Services hereunder. In no event shall Provider be liable for any incidental, consequential, special, indirect, punitive or third-party damages or claims, including but not limited to, lost profits, lost savings, lost productivity, loss of data, and loss from interruption of business, even if previously advised of their possibility and regardless of whether the form of action is in contract, tort or otherwise.

Neither party shall be held liable for any delay or failure in performance of all or a portion of the Services of any part of this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any Force Majeure condition, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers.

INDEMNIFICATION

Each party agrees to defend, indemnify and hold harmless the other party and its officers, directors, employees, agents or representatives (collectively “Representatives”) from any and all claims, damages, expenses, suits, losses or liabilities of every kind (including, without limitation, the reasonable fees and expenses of legal counsel) caused by or arising from (i)

the breach of any material covenant or representation under this Agreement by the indemnifying party, or (ii) the negligent, reckless or willful misconduct in performance of the indemnifying party’s obligations hereunder.

Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees. Consultant understands that he/she is responsible to pay, according to law, Consultant’s taxes, and Consultant shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been paid.

Entire Agreement

These Terms constitute the entire agreement between Exceed Technology Group and you in relation to your use of this Website and supersede all prior agreements and understandings.

Governing Law & Jurisdiction

These Terms will be governed by and interpreted in accordance with the laws of the State of us, and you submit to the non-exclusive jurisdiction of the state and federal courts located in us for the resolution of any disputes.