Master Service Agreement

This Service Agreement is made effective as of by and between the contracting customer (“the Customer”) and Alpine Cyber Solutions LLC (“Alpine Cyber”) of 8 Wintergreen Lane, Pottstown, Pennsylvania 19465.

1. DESCRIPTION OF SERVICES

   Alpine Cyber will provide to the Customer the services outlined in the Statement of Work (SOW) documents (collectively, the “Services Provided”) and will be subject to the terms agreed to in this document. Each SOW shall be subject to the terms and conditions of this Agreement, and shall set forth the Services to be performed by Alpine Cyber, the Project schedule or timeline, the fees and payment schedule with respect to such Services, and any additional provisions applicable to the Services to be provided pursuant to such SOW. Each SOW shall constitute a separate agreement and shall stand alone with respect to any other SOW entered into under this Agreement. In the event of a conflict between this Agreement and any SOW, the provisions of this Agreement will control, unless the SOW specifically acknowledges the conflict and expressly states that the conflicting SOW provision controls.

2. PAYMENT

   All recurring charges for Services as set forth on the “Statement of Work” or subsequent Change Orders will be invoiced by Alpine Cyber on the first day of the month preceding the service month. Charges for any additional hardware, software, tools or devices as needed and not defined in this Agreement will be billed separately.

   Any non-monthly recurring charges for all other executed orders or agreements will be invoiced and are due upon receipt.

   Any hourly charges for all other executed orders or agreements will be invoiced weekly and are due net 15 days.

   All undisputed invoices are due in full upon receipt and becomes past due thirty (30) days later. All payments for Services shall be paid in US dollars. Any undisputed invoices not paid when due will be subject to late charges of 1.5% per month from the past due date, or the highest rate allowed by applicable law, whichever is less. Additionally, there is a Thirty-Five Dollar ($35.00) administrative fee for each past due invoice.

   Alpine Cyber reserves the right to limit, suspend or terminate services of this agreement if undisputed balances are past due. The Customer will be notified of such suspension by phone, in person, or in writing via e-mail. The Customer will be liable for any and all reasonable attorneys’ fees, administrative costs and any other fees associated with collecting late payments.

   The Customer shall be responsible for payment of all sales, use, gross receipts, excise, access, bypass, franchise or other local, state and federal taxes, fees, charges or surcharges, however designated, imposed on or based upon the provision, sale or use of the Services provided hereunder.
   Disputed invoice(s) must be registered in writing within thirty (30) days of the invoice date or prior to the start of the next monthly contract cycle with the undisputed portion paid in full. The Customer waives the right to dispute an invoice amount after thirty (30) days past the invoice date. Any disputed amounts resolved in favor of The Customer will be credited to The Customer’s account and amounts payable to Alpine Cyber shall be paid within ten (10) days of dispute resolution.

3. TERM

   This Contract will be valid for three years from its inception date.

4. TERMINATION OF CONTRACT

   The Contract can be canceled for any reason by either party with ninety (90) days prior written notification, unless otherwise noted in the Pricing section of the Statement of Work.

   If this Contract is terminated for any reason by the Customer, the customer may be charged a termination fee based on component licensing terms and off-boarding actions.

5. CONFIDENTIALITY

   Alpine Cyber, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Alpine Cyber, or divulge, disclose, or communicate in any manner, any information of the Customer. Alpine Cyber 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 Contract. Any written waiver executed by the Customer of these confidentiality obligations which allows Alpine Cyber to disclose the Customer’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 Contract, Alpine Cyber will return to the Customer all records, notes, documentation and other items that were used, created, or controlled by Alpine Cyber during the term of this Contract.

6. WARRANTY

   Alpine Cyber shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in the industry, and will provide a standard of care equal to, superior to, care used by service providers similar to Alpine Cyber on similar projects. In no case is Alpine Cyber’s work expected to eliminate all threats to the Customer’s network, data, reputation, or other assets.

   In no event shall Alpine Cyber or its suppliers be liable for any damages (including, without limitations, damages for loss of data or profit, or due to business interruption,) arising out of the use of Alpine Cyber services, unless such damages are caused by the gross negligence or misconduct of Alpine Cyber Services, its employees or representative.

7. DEFAULT

   The occurrence of any of the following shall constitute a material default under this Contract:

   • The failure to make a required payment.
   • The insolvency or bankruptcy of either party.
   • 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.
   • The failure to make available or deliver the Services in the time and manner provided for in this Contract.

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 Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing prior 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 ten 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 Contract.

9. FORCE MAJEURE

   If performance of this Contract or any obligation under this Contract 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 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, pandemics, insurrections, riots, or wars, or strikes, lockouts, or work stoppages. The accused party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance 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. ARBITRATION

    Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties based on the addresses of the parties listed herein, or otherwise mutually agreed upon by the parties. All non-privileged documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after a valid arbitrator order to produce such documents, materials and information is received. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any Pennsylvania court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceedings, the parties shall continue to perform their respective obligations under this Contract.

11. ENTIRE AGREEMENT

    This Contract 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 Contract. This Contract supersedes any prior written or oral agreements between the parties.

12. SEVERABILITY

    If any provision of this Contract 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 Contract 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 contract 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 Contract shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.

15. NOTICE

    Any notice or communication required or permitted under this Contract 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 Contract 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 Contract.

17. ASSIGNMENT

    This Contract nor any of the rights, interests, and obligations hereunder shall be assigned by either party hereto without the prior written consent of the other. Subject to the preceding sentence, this Contract shall be binding upon, inure to the benefit of and enforceable by the parties hereto and their respective successors and assigns.