Master Services Agreement

Section 1: Introduction

1.1 Parties

This Master Services Agreement ("Agreement") is made between Cyber Risk Analysis Group, a limited liability corporation incorporated under the laws of South Carolina ("CRAG"), located at 4 McKenna Commons Ct, Greenville, SC 29615, and the client (“Client”), a collectively referred to as the "Parties" and individually as a "Party."

1.2 Effective Date

This Agreement is effective as of 02/01/2025.

1.3 Purpose

The purpose of this Agreement is to establish the general terms and conditions under which CRAG will provide information technology services and products to the Client. These services are further detailed and will be governed by subsequent Statements of Work ("SoWs") that define specific projects, deliverables, and responsibilities.

The Parties agree to adhere to and be bound by the terms outlined in this Agreement, ensuring a cooperative and mutually beneficial relationship. This Agreement forms the foundational contract setting forth the obligations and expectations of both Parties, aiming to facilitate a seamless operational relationship.

Section 2: Scope of Agreement

This section of the Agreement ensures that the scope of the relationship is clearly defined, providing a framework for the successful delivery of services while also outlining the responsibilities and expectations of both parties.

2.1 General Scope

Services provided under this Agreement are detailed in quotes, purchase orders, or Statements of Work (SOWs) accepted by both Parties.

2.2 Statement of Work (SoW), Quotes, and Purchase Order

Creation and Approval: Each SoW, quote, or PO must be formally documented and must receive written approval from both Parties before any services commence.
Content of SoW, Quote, or PO: SoW, quote, or PO will detail the specific services to be provided, including but not limited to Managed Services, Support Services, Professional Services, Hardware, and Software.
Amendments: Any changes to the scope of services or terms in a SoW, quote, or PO must be made through a formal Change Request (CR) process and will become effective only upon written approval from both Parties.

2.3 Client Responsibilities

Access and Cooperation: Client shall provide Provider with timely, reasonable access to Client’s systems, networks, premises, and personnel as necessary for the installation, configuration, maintenance, or support of resold software, hardware, or help desk services. Client shall designate a primary point of contact to coordinate with Provider and respond to inquiries within a reasonable timeframe (e.g., 24 hours during business days).
Software and Hardware Requirements: For resold software: Client shall ensure its systems meet the minimum technical requirements specified by Provider or the software vendor (e.g., operating system versions, storage, or processing capacity) and maintain any necessary licenses or subscriptions not provided by Provider. For resold hardware, Client shall provide a suitable environment for hardware operation (e.g., power, cooling, physical security) and promptly notify Provider of any hardware malfunctions or environmental issues affecting performance. Client shall not modify, tamper with, or attempt to repair resold software or hardware unless expressly authorized by Provider in writing.
Use of Services: Client shall use resold software, hardware, and help desk services in accordance with this Agreement, applicable laws, and any third-party vendor terms provided by Provider (e.g., end-user license agreements or usage policies). Client shall not misuse, reverse-engineer, or distribute resold software or hardware beyond the scope of its authorized use, nor overwhelm help desk resources with excessive or frivolous requests.
Data and Security: Client is responsible for maintaining backups of its data unless backup services are explicitly purchased from Provider. Provider is not liable for data loss due to Client’s failure to back up data. Client shall implement and maintain reasonable security measures (e.g., passwords, access controls) to protect its systems and shall promptly notify Provider of any suspected security breaches or incidents that may impact services. For help desk services, Client shall provide accurate and complete information when submitting support requests to facilitate timely resolution.
Compliance with Third-Party Terms: Client acknowledges that resold software and hardware may be subject to third-party vendor terms (e.g., warranties, support limitations), which Client agrees to comply with as communicated by Provider. Provider is not responsible for third-party vendor actions or changes to such terms.
Help Desk-Specific Responsibilities: If help desk services are purchased, Client shall follow Provider’s designated process for submitting support requests (e.g., via ticketing system, phone, or email) and provide sufficient detail (e.g., error messages, affected systems) to enable resolution. Client shall ensure its personnel are reasonably trained to use supported software and hardware, as help desk services do not include basic user training unless specified in a quote or SOW.
Notification of Changes: Client shall inform Provider in advance of any material changes to its systems, network, or operations (e.g., software upgrades, office relocations) that may affect the performance or delivery of resold software, hardware, or help desk services.
Liability for Non-Compliance: Client assumes responsibility for any delays, damages, or additional costs incurred by Provider due to Client’s failure to fulfill these responsibilities. Provider may invoice Client for reasonable expenses (e.g., travel costs, overtime labor) resulting from such non-compliance, subject to prior notice where feasible.

2.4 Resold Hardware and Software

Licensing and Rights: All Resold Products are subject to the original vendor’s terms and conditions, including but not limited to end-user license agreements (EULAs), warranties, usage policies, and support limitations. CRAG does not modify, enhance, or assume responsibility for the Vendor Terms. Any rights, obligations, or limitations (e.g., warranty periods, software updates, hardware replacement) are governed solely by the Vendor Terms and not by Provider unless explicitly stated in a quote or Statement of Work (SOW).
Warranties and Support: Resold Products are provided with only those warranties, if any, offered by the vendor. Provider makes no additional warranties, express or implied, regarding the performance, merchantability, or fitness for a particular purpose of Resold Products beyond what is passed through from the vendor. Support for Resold Products (e.g., troubleshooting, repairs, updates) is limited to the scope of the vendor’s support offerings unless CRAG explicitly agrees to provide additional support services in a quote or SOW (e.g., help desk services).
Liability Limitation: CRAG is not liable for defects, failures, or interruptions in Resold Products caused by the vendor’s design, manufacturing, or service limitations. Client’s sole remedy for such issues lies with the vendor, subject to the Vendor Terms. CRAG shall not be responsible for changes to Vendor Terms, discontinuation of Resold CRAG, or termination of vendor support, though CRAG will endeavor to notify Client of material changes known to CRAG. Client agrees to indemnify and hold CRAG harmless from any claims, damages, or losses arising from Client’s misuse of Resold Products or violation of Vendor Terms, except to the extent caused by CRAG’s gross negligence or willful misconduct.
Client Obligations: Client shall use Resold Products in accordance with the Vendor Terms and any additional requirements specified by Provider in this Agreement or related quotes/SOWs. This includes, but is not limited to, maintaining compatible systems, adhering to licensing restrictions, and refraining from unauthorized modifications.

2.5 Modifications to the Agreement

This Agreement and any associated SoW may be modified by mutual written agreement of the Parties. CRAG reserves the right to reject any terms or conditions proposed by the Client that are not consistent with this Agreement or a mutually agreed-upon SoW.

2.6 Satisfaction Guarantee

CRAG guarantees the quality of its services as detailed in each SoW, quote, or PO. If the Client is dissatisfied with the services, CRAG will endeavor to rectify the issue to the Client's satisfaction or provide a full refund for services rendered during the 30 calendar days prior to receiving a written notice of dissatisfaction, provided that such guarantee is explicitly included in the applicable SoW.

Section 3: Payment Terms

This section of the MSA clarifies the financial obligations of the Client, including the structure of payments, handling of taxes, and the specifics around late payments and interest. It ensures transparency in financial transactions and outlines the processes for maintaining smooth financial operations between CRAG and the Client.

3.1 Fees

Payment Obligation: The Client agrees to pay CRAG the fees specified in each Statement of Work (SoW), quote, or PO for the products and services rendered. These fees may include charges for Managed Services, Hosted Services, Support Services, Professional Services, Software, Resold Services, and any applicable Hardware costs.
Fee Structure: The specific fee structure, including any fixed fees, hourly rates, and other charges, will be detailed in each SoW.
Non-refundable Fees: Except as otherwise stated in this Agreement or in the SoW, all fees are non-refundable.

3.2 Payment Terms

Invoicing: CRAG will invoice the Client according to the schedule set forth in the applicable SoW. If no specific schedule is mentioned, invoicing will occur monthly, on the first of the month, billed month-ahead.
Payment Due Date: Payments are due within fifteen (15) calendar days of the invoice date. Payments must be made in U.S. currency.
Late Payments: Any payment not made when due will be subject to interest at the lesser rate of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law.

3.3 Taxes

Tax Responsibility: Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes").
Client's Duty: The Client is responsible for paying all Taxes associated with their purchases hereunder. If CRAG has the legal obligation to pay or collect Taxes for which the Client is responsible, the appropriate amount shall be invoiced to and paid by the Client unless the Client provides CRAG with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.4 ACH Payments

Mandatory ACH: The Client is required to pay by Automated Clearing House (ACH), unless otherwise specified by in a SoW, PO, or quote. CRAG will provide the Client with an ACH service agreement which must be completed and returned to CRAG.
Notification of Changes: The Client must notify CRAG of any changes to their bank account details within fifteen (15) calendar days of the change. CRAG is not responsible for lost or late payments due to the Client’s failure to notify CRAG of a change in bank account details.

3.5 Surcharge

Non-ACH Payments: Any fees paid by methods other than ACH are subject to a surcharge of three percent (3%) of the amount paid, unless otherwise specified in a SoW, quote, or PO.

3.6 Client Expenses

Third-party Costs: The Client is responsible for all costs due to third parties, as required for the completion of the services unless otherwise specified in the SoW.

Section 4: Intellectual Property

This section defines the ownership, use, and management of intellectual property created or used during the execution of the services under this MSA and its corresponding SoWs. It ensures the protection of both parties' proprietary rights and outlines the conditions under which intellectual property may be utilized, shared, or licensed.

4.1 Ownership of Intellectual Property

Retention of Rights: CRAG retains all rights, title, and interest in and to all intellectual property rights arising out of or created during the performance of services, except as otherwise agreed in writing between the parties. This includes inventions, designs, processes, work products, and other information incorporated into the Client deliverables.
Client Materials: The Client retains all rights, title, and interest in and to all intellectual property that the Client provides for the purpose of enabling the service provision by CRAG. CRAG shall have no rights to use these materials except as expressly granted by the Client.
Trademarks: The mountain logo, CRAG, and Cyber Risk Analysis Group are registered trademarks belonging to Cyber Risk Analysis Group, LLC. Nothing in this MSA grants the Client any right to use trademarks belonging to Cyber Risk Analysis Group LLC.

4.2 License Grant

To Client: Upon full payment of the fees due under the applicable SoW, quote, or PO, CRAG grants the Client a non-exclusive license to use the deliverables provided under the SoW solely for the Client’s internal business operations.
To CRAG: The Client grants CRAG a non-exclusive license to use the Client’s intellectual property and material as necessary solely to perform the services specified in the SoW, quote or PO.

4.3 Proprietary Rights Notices

Maintenance of Notices: The Client agrees not to remove, obscure, or alter any proprietary rights notices which may be affixed to or contained within the services or products delivered by CRAG.
Reproduction of Notices: The Client agrees to include all such proprietary rights notices on any authorized copies it makes of the materials.

4.4 Inventions and Patents

Disclosure and Assignment of Inventions: Any inventions, whether patentable or not, developed in the course of the services under a SoW by CRAG employees or agents, or jointly with the Client employees, shall be disclosed promptly to both parties. Ownership of such inventions shall be as agreed upon in writing between the parties.
Assistance in Patent Application: To the extent applicable, CRAG shall assist the Client, at the Client's expense, in procuring patent protections for inventions, if agreed upon in the SoW.

4.5 Third-party Products

Use of Third-party Intellectual Property: Where services involve the integration or use of third-party intellectual property, CRAG guarantees that it has obtained the necessary licenses or permissions, and will indemnify the Client against any losses resulting from claims brought against the Client due to CRAG’s misuse of third-party intellectual property.
Notification of Restrictions: CRAG is responsible for informing the Client of any third-party licensing terms and restrictions that may affect the Client’s use of the final products or services.

4.6 Return and Destruction of Materials

Upon Termination: Upon the termination of a SoW, quote, PO or this Agreement, the Client shall return or destroy all materials and copies containing CRAG’s intellectual property. CRAG shall provide a similar return or destruction of the Client’s materials.

4.7 Modifications and Enhancements

Client Modifications: Any modifications or enhancements made by the Client to the deliverables provided by CRAG, which are not part of a contracted service, remain the property of the Client, subject to the underlying rights of CRAG in the original deliverables.
Acknowledgment of No Restrictions: Both parties acknowledge that, unless otherwise specified in the SoW, there are no restrictions on CRAG’s use of general knowledge, skills, and experience gained during the provision of services to the Client.

Section 5: Confidentiality

This section outlines comprehensive protections for handling confidential information exchanged between CRAG and the Client under this Agreement. It establishes clear guidelines for maintaining confidentiality, responsibilities in the event of disclosure, and the consequences of breaches, ensuring both parties manage and protect sensitive information responsibly.

5.1 Confidential Information

Definition: Confidential Information includes any data, documents, software, information, or other materials, whether written, oral, or electronic, that is provided or disclosed by one party to the other, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This does not include information that is publicly known, independently developed without the use of the disclosing party’s confidential information, or rightfully received from a third party without obligation of confidentiality.
Obligations: Both parties agree to:
- Protect and preserve the confidentiality of the Confidential Information using at least the same degree of care they use to protect their own confidential information, but in no case less than a reasonable standard of care.
- Use the Confidential Information solely to perform obligations or exercise rights under this Agreement.

5.2 Disclosure Restrictions

Permitted Disclosures: The receiving party may disclose Confidential Information to its employees, consultants, or agents who have a legitimate need to know such information for the purpose of performing this Agreement, provided they are bound by confidentiality obligations at least as restrictive as those contained herein.
Legal Compulsion: If the receiving party is compelled by law to disclose Confidential Information, it must provide the disclosing party with prompt notice, to the extent legally permitted, to enable the disclosing party to seek a protective order or other appropriate remedy.

5.3 Duration of Confidentiality Obligations

Term: The obligations related to confidentiality shall remain in effect for a period of two (2) years following the termination of this Agreement, except for trade secrets, for which confidentiality obligations shall persist for as long as such information remains a trade secret under applicable law.

5.4 Return or Destruction of Confidential Information

Upon Termination: Upon the termination or expiration of this Agreement, or upon the disclosing party's written request at any time, the receiving party shall promptly return or destroy all materials containing Confidential Information. If destruction is elected, the receiving party shall provide the disclosing party with certification confirming the destruction.

5.5 Remedies for Breach of Confidentiality

Injunctive Relief: Both parties acknowledge that any violation or threatened violation of the confidentiality provisions of this Agreement may cause irreparable injury to the disclosing party, entitling the disclosing party to seek injunctive relief in addition to all legal remedies.

5.6 Handling of Confidential Materials

Security Measures: The receiving party shall implement appropriate security measures to prevent unauthorized access, use, or disclosure of the Confidential Information, including physical security measures and electronic measures such as encryption and firewalls.

5.7 Notification of Unauthorized Use

Immediate Notification: In the event of any unauthorized use or disclosure of Confidential Information, the receiving party must promptly notify the disclosing party and cooperate with efforts to regain possession of Confidential Information and prevent further unauthorized use.

Section 6: Warranties and Disclaimers

This section of the MSA ensures that both parties have a clear understanding of their respective warranties and the limitations on liability and remedies. These provisions are designed to manage expectations and mitigate risk for both CRAG and the Client while clarifying the scope of responsibility and recourse available in the event of service-related issues.

6.1 Warranties by CRAG

Service Quality: CRAG warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.
Compliance with Laws: CRAG warrants that it will comply with all applicable laws and regulations in performing the services under this Agreement.

6.2 Warranties by Client

Accuracy of Information: The Client warrants that all data, materials, and information provided to CRAG for the purpose of enabling CRAG to perform its services will be accurate, complete, and reliable.
Legal Rights: The Client warrants that it has the legal right to disclose all materials and information provided to CRAG and that the use of such materials and information by CRAG will not infringe the rights of any third party.

6.3 Disclaimer of Additional Warranties

No Implied Warranties: Except for the express warranties specified in this section, CRAG disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CRAG does not warrant that the services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from the use of the services.

6.4 Limitations of Liability

General Limits: Neither party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages, including lost profits, arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages.
Cap on Liability: Notwithstanding any other provision of this Agreement, the maximum liability of CRAG to the Client under this Agreement shall not exceed the total amount paid by the Client to CRAG under the last Statement of Work preceding the event giving rise to the liability.

6.5 Remedial Actions

Correction of Services: In the event of any breach of the warranties provided by CRAG, CRAG's sole obligation, and the Client's exclusive remedy, will be, at CRAG's option, to either (a) re-perform the deficient services at no additional charge, or (b) return the fees paid for those services, provided the Client notifies CRAG of such breach within 30 days of completion of such services.

6.6 Duration of Warranties

Warranty Period: The warranties provided under this Agreement shall commence upon delivery of the services and shall continue for a period of ninety (90) days thereafter.

6.7 Third-Party Products

Exclusion of Third-Party Warranties: CRAG does not make any representation or warranty with respect to any third-party products or services used in conjunction with the services provided under this Agreement, and CRAG shall have no liability for any failure of such third-party products or services.

6.8 Exclusive Remedies

Limitation to Remedies: The remedies expressly provided herein are the Client's sole and exclusive remedies relating to CRAG's performance under this Agreement.

Section 7: Term and Termination

This section provides a comprehensive framework for the termination of the Agreement, outlining the conditions under which the Agreement may be ended, the procedures to be followed upon termination, and the responsibilities of the parties after termination. It ensures both parties are clear on the process and the continuation of certain obligations beyond the termination of the Agreement.

7.1 Term of Agreement

Initial Term: This Agreement shall commence on the Effective Date and shall continue in effect for a period of two (2) years, unless a different Initial Term is specified by a SoW, quote, or PO.
Renewal Term: Unless either party provides written notice of its intention not to renew at least sixty (60) days before the end of the current term, this Agreement will automatically renew for successive two (2) year terms, unless a different Renewal Term is specified by a SoW, quote, or PO.

7.2 Termination Rights

Mutual Consent: Both parties may mutually agree to terminate this Agreement at any time with a written agreement signed by both parties.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:
- Fails to fulfill a material obligation defined in this Agreement and does not cure such failure within a specified period after receiving written notice of the failure.
- Violates any applicable legal or regulatory requirements, impacting the other party's ability to comply with this Agreement.
- Becomes insolvent, files for bankruptcy, or is placed into receivership.
Termination and Bankruptcy: CRAG reserves the right, at its sole discretion, to terminate this Agreement and cease all services immediately upon written notice to Client in the event that Client: (a) files a voluntary petition for bankruptcy under any chapter of the U.S. Bankruptcy Code or equivalent foreign law; (b) has an involuntary bankruptcy petition filed against it that is not dismissed within thirty (30) days; (c) becomes insolvent or admits in writing its inability to pay debts as they become due; or (d) makes an assignment for the benefit of creditors. Termination under this clause shall not require additional notice or cure periods. Client hereby waives any right to compel CRAG to continue providing services under any bankruptcy law, regulation, or court order designating CRAG as a "critical vendor," "essential supplier," or similar status, without full and timely payment for all pre-petition and post-petition obligations as set forth in this Agreement. In the event of termination due to Client’s bankruptcy or insolvency, Client remains liable for all fees owed to Provider for services rendered prior to termination, including any unpaid pre-petition amounts and post-petition services provided up to the termination date. Such amounts shall be due immediately upon termination, notwithstanding any bankruptcy stay or proceeding, to the extent permitted by law. CRAG shall have no obligation to provide services following a bankruptcy-related termination, regardless of any court order or Client request asserting critical vendor status. If any portion of this clause is deemed unenforceable under applicable bankruptcy or other laws, such unenforceability shall not affect the remaining provisions of this Agreement.

7.3 Effects of Termination

Cease of Obligations: Upon termination, all obligations of the parties under this Agreement will cease immediately, except for obligations that, by their nature, should continue beyond the termination (such as confidentiality, indemnification, and obligations related to settlement of accounts).
Settlement of Accounts: Upon termination, each party shall provide a final account statement within thirty (30) days, detailing any outstanding obligations or receivables.

7.4 Obligations Upon Termination

Return of Property: Each party agrees to promptly return or destroy all property, documents, and confidential information belonging to the other party in their possession at the time of termination.
Data Handling and Destruction: Parties agree to delete securely or return any data pertaining to the other party, unless legally required to retain it, and to provide a certification of destruction if requested.

7.5 Survival of Terms

Continuing Clauses: Certain provisions of this Agreement, which, by their nature, should survive termination will continue in full effect, including but not limited to confidentiality obligations, dispute resolution, indemnification, and liability clauses.

7.6 Notice of Termination

Method of Delivery: Any notice of termination must be delivered in writing and will be considered effective upon acknowledgement of receipt. Notices can be delivered by certified mail, courier, or electronically, with confirmation of receipt. The Parties agree not to unreasonably withhold acknowledgement of receipt.

7.7 Post-Termination Assistance

Transition Services: To ensure an orderly transition, the terminating party may request reasonable transition services for a period not to exceed ninety (90) days, subject to the agreement on fees and scope of such services.

7.8 Financial Obligations

Final Payments: Any outstanding payments owed by one party to the other under the terms of this Agreement must be settled within thirty (30) days of the termination date.

Section 8: General Provisions

This section ensures that the general rules governing the Agreement's execution, amendment, and interpretation are clearly defined, providing a framework for managing the formal aspects of the business relationship between CRAG and the Client. It includes provisions for legal compliance, communication norms, and the operational dynamics of the contractual relationship.

8.1 Entire Agreement

Superseding Document: This Agreement, together with any Statements of Work and Change Requests, quotes, or POs, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all previous agreements, whether written or oral.
Modifications: Any modifications to this Agreement must be made in writing and signed by both parties.

8.2 Amendments

Requirement for Writing: No amendment or modification of this Agreement shall be deemed effective unless made in writing and signed by duly authorized representatives of both parties.

8.3 Severability

Validity of Provisions: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will continue in effect, and the invalid or unenforceable provision will be replaced with a valid provision that most closely matches the intent of the original provision.

8.4 Waivers

No Implied Waivers: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

8.5 Notices

Method of Notice: All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given when received, if delivered personally, sent by electronic mail (with confirmation), or mailed by pre-paid, first-class, certified or registered mail, return receipt requested, to the addresses specified in this Agreement.
Change of Address: Either party may change its address for notice by giving notice of such change to the other party in accordance with this Section.

8.6 Governing Law

Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.
Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, located in Greenville, South Carolina.

8.7 Force Majeure

Non-Liability for Unforeseen Events: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party's reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence).

8.8 Assignment

Restrictions on Transfer: Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that CRAG may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

8.9 Relationship of the Parties

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

8.10 Counterparts

Multiple Forms Acceptable: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be considered as valid as original signatures for the purposes of binding both parties to this Agreement.

Section 9: Dispute Resolution

This section provides a structured framework for resolving disputes arising from or related to the agreement, emphasizing the importance of negotiation and mediation before escalating to binding arbitration or litigation. It ensures that both parties have a clear understanding of the steps to follow in the event of a disagreement, and it specifies the responsibilities associated with each stage of the dispute resolution process.

9.1 General Approach to Dispute Resolution

Good Faith Negotiation: Before pursuing any other available legal remedies, the parties agree to attempt to resolve any dispute arising out of or related to this Agreement through good faith negotiations.

9.2 Mediation

Initiation of Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to enter into mediation facilitated by a mutually agreed-upon mediator in an attempt to resolve the dispute.
Costs of Mediation: The costs for mediation will be shared equally by the parties, unless otherwise agreed upon during mediation.

9.3 Arbitration

Mandatory Arbitration: If mediation fails to resolve the dispute within sixty (60) days of its initiation, the parties agree that the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA).
Location and Conduct: The arbitration shall be conducted in Greenville, South Carolina, and shall be governed by and construed in accordance with the laws of the state of South Carolina.
Decision Binding: The decision of the arbitrator will be final and binding on the parties, and no party shall have the right to appeal such decision to any court of law.

9.4 Litigation

Limited Right to Litigate: Litigation shall only be pursued if arbitration is not applicable as specified under applicable law, or if an arbitral decision needs to be enforced by a court of law.
Jurisdiction and Venue: In the event that litigation is necessary, the parties agree that the exclusive jurisdiction and venue shall be the federal and state courts located in Greenville County, South Carolina.

9.5 Costs and Fees

Responsibility for Own Costs: Each party will be responsible for its own attorneys’ fees and other costs incurred in connection with the negotiation, mediation, and arbitration processes, unless the arbitrator or court, as applicable, directs otherwise as part of a final judgment or award.

9.6 Remedies

Non-Exclusive Remedies: The pursuit of any one remedy does not exclude the pursuit of any other remedies herein provided or legally available, and all such remedies are cumulative.

9.7 Emergency and Injunctive Relief

Right to Seek Immediate Relief: Notwithstanding the above provisions, either party may seek emergency injunctive relief before a state or federal court in order to maintain the status quo while arbitration proceedings are pending.

9.8 Continuation of Performance

Obligation During Dispute: Unless otherwise agreed by the parties in writing, the parties agree that during the pendency of any dispute, they will continue to perform their respective obligations under this Agreement.

Section 10: Signature Provisions

This Agreement") is made available at https://www.crag443.com/msa and governs all services provided by CRAG to Client. No separate signature is required on this Agreement itself. By signing a Statement of Work (SOW), quote, or purchase order (PO) that references this Agreement via the provided link, Client acknowledges that it has reviewed, understands, and agrees to be bound by the terms and conditions of this Agreement, as updated from time to time at the specified URL. Such signature constitutes full acceptance of this Agreement and forms a binding contract between Provider and Client, effective as of the date of the signed SOW, quote, or PO.

Section 11: Miscellaneous Provisions

This section ensures that both parties understand and agree to additional miscellaneous terms that govern broader aspects of their relationship, addressing matters such as public communication, employee relations, legal compliance, data protection, and the use of subcontractors. These provisions are designed to manage expectations and behaviors that might not be directly linked to the specific services provided but are essential for maintaining a harmonious and legally compliant business relationship.

11.1 Public Announcements

Approval Required: Neither party shall make any public announcements or issue press releases relating to the terms or existence of this Agreement without the prior written consent of the other party, unless required by law.
Coordination: If disclosure is legally required, the disclosing party shall provide the other party with reasonable advance notice to allow for review and coordination of the disclosure.
Non-Disparagement: Client agrees not to make any public statements—that disparage, defame, or otherwise harm the reputation CRAG, its affiliates, employees, or services. This obligation survives the termination of this Agreement for a period of three (3) years. CRAG reserves the right to seek equitable relief, including injunctive relief, for any breach of this clause, in addition to other remedies available under law.

11.2 Non-Solicitation

Employee Poaching Prohibited: During the term of this Agreement and for two years thereafter, neither party shall, directly or indirectly, solicit or hire the employees of the other party, without the prior written consent of the other party.
Client Poaching Prohibited: During the term of this Agreement and for two years thereafter, both parties agree to refrain from soliciting, inducing, or attempting to induce any clients, customers, or business partners of the other party to terminate or diminish their relationship with that party, without the prior written consent of the other party.

11.3 Compliance with Laws

Legal Compliance: Both parties agree to comply with all applicable local, state, federal, and international laws, ordinances, regulations, and codes which are relevant to the performance of their respective obligations under this Agreement.

11.4 Data Protection

Data Security: Each party agrees to implement and maintain reasonable security measures to protect any personal data exchanged under this Agreement from unauthorized access or use.
Compliance with Data Protection Laws: Both parties shall comply with all applicable data protection laws regarding the collection, processing, and storage of personal data.

11.5 Amendments to Attachments and Exhibits

Changes: Any attachments, exhibits, or appendices to this Agreement may be amended from time to time upon mutual written agreement of the parties without the need to formally amend the entire Agreement.

11.6 No Third-Party Beneficiaries

Exclusive Benefits: This Agreement is for the mutual benefit of the parties hereto and does not confer any benefits, rights, or remedies upon any third party, unless explicitly stated otherwise in this Agreement.

11.7 Subcontracting

Use of Subcontractors: Either party may use subcontractors to fulfill its obligations under this Agreement; however, the contracting party remains responsible for ensuring that the subcontractor complies with the terms of this Agreement and any applicable laws.
Notification and Consent: Use of subcontractors must be notified to the other party and may require the other party's consent, depending on the nature of the services provided.

11.8 Titles and Headings

For Reference Only: Titles and headings used in this Agreement are for convenience only and shall not affect the interpretation of the provisions of this Agreement.

11.9 Successors and Assigns

Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11.10 Conflict of Terms

Document Precedence: In the event of any inconsistency between the terms of this Agreement and any attachment, exhibit, or other document forming part of this Agreement, the terms of the applicable SOW, quote, or PO shall prevail unless otherwise specified therein.

Section 12: Legal and Regulatory Compliance

This section underscores the importance of legal and regulatory compliance in various areas, including export control, anti-corruption, data protection, environmental law, and record-keeping. It outlines the obligations of each party to act responsibly and legally in the conduct of their business activities under the Agreement, ensuring they adhere to all applicable laws and regulations, thus protecting both parties from legal risks and enhancing their commitment to ethical business practices.

12.1 Compliance with Laws

Obligation: Both parties agree to comply with all applicable laws, regulations, and other legal requirements that affect the conduct of their business and the performance of their obligations under this Agreement.
Updates in Law: The parties commit to regularly review and adjust their practices, policies, and procedures to conform to changes in the law or new legal requirements as they become applicable during the term of this Agreement.

12.2 Export Controls

Adherence to Export Laws: Both parties shall adhere to all applicable national and international export control laws and regulations, including those of the United States regarding the export and re-export of products, services, software, and technology.
No Illegal Transfers: Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement or any products utilizing any such data to any country for which the United States government or any agency thereof requires an export license or other governmental approval without first obtaining such license or approval.

12.3 Anti-Corruption

Prohibition of Bribery and Corruption: Both parties agree to adhere strictly to all laws related to anti-bribery and anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and similar laws applicable to the parties’ operations.
No Unlawful Incentives: Each party agrees not to offer or provide money or anything of value to government officials or employees, or to any private person or business, where such offer or provision would violate applicable laws.

12.4 Data Protection and Privacy

Commitment to Data Protection: The parties agree to protect any personally identifiable information and other sensitive data in accordance with applicable data protection laws.
Data Handling Procedures: Specific measures to protect data, such as encryption, secure data storage, and controlled access, must be implemented and maintained throughout the term of this Agreement.

12.5 Record Keeping

Documentation of Compliance: Each party agrees to maintain accurate and comprehensive records of their activities and transactions as required by applicable laws and regulations, to demonstrate compliance with all requirements stipulated in this section.
Audit Rights: Each party reserves the right to conduct audits of the other party’s records related to this Agreement to verify compliance with this section, with reasonable notice and during normal business hours.

Section 13: Insurance

This section provides a structured approach to managing risk through insurance, specifying the types and levels of insurance each party is required to maintain. It aims to ensure financial stability and risk mitigation for both parties, covering potential liabilities, worker injuries, cyber threats, property damage, and operational disruptions.

13.1 Insurance Requirements

General Coverage: Each party agrees to maintain, at its own expense, comprehensive general liability insurance, including but not limited to commercial liability and professional liability (errors and omissions), with coverage amounts that are reasonable and customary for the industry and sufficient to cover potential liabilities arising from activities conducted under this Agreement.
Proof of Insurance: Upon request, each party shall provide certificates of insurance to the other party, evidencing the insurance coverages required by this Agreement.

13.2 Worker's Compensation

Mandatory Coverage: Each party shall maintain worker's compensation insurance as required by law, which shall cover all employees engaged in any work under this Agreement.
Employer's Liability: Additionally, each party shall carry employer's liability insurance with minimum limits as required by applicable law or as is customary in the industry, whichever is greater.

13.3 Cyber Liability

Cyber Risks: Given the nature of the services provided under this Agreement, both parties agree to maintain cyber liability insurance that covers risks associated with cyber incidents, including data breaches, cybersecurity threats, and loss of sensitive information.
Adequate Limits: The limits of such cyber liability insurance shall be commensurate with the level of risk associated with the party's specific role and responsibilities under this Agreement.

13.4 Property Insurance

Protection of Assets: Each party agrees to maintain property insurance that covers the full replacement value of any physical assets owned or used by the party that are critical to the fulfillment of their obligations under this Agreement.

13.5 Business Interruption Insurance

Operational Continuity: Each party shall carry business interruption insurance sufficient to cover potential revenue losses and continued operation expenses in the event of a significant business disruption affecting the services provided under this Agreement.

13.6 Additional Insured

Mutual Benefit: Each party shall include the other party as an additional insured on all insurance policies required under this Agreement, where permissible by law and relevant to the operations conducted under this Agreement.
Notification of Changes: Parties must notify each other of any significant changes to their insurance coverage that could affect the other party's risk exposure under this Agreement.

13.7 Insurance Compliance

Regular Reviews: The parties agree to periodically review their insurance coverage to ensure that it remains adequate and compliant with the evolving requirements of the Agreement and the operational risks.
Adjustments: Insurance coverage levels should be adjusted as necessary based on changes in the scope of the Agreement, regulatory requirements, and any other relevant factors that could impact the risk profile of the activities under the Agreement.

Section 14: Modifications

This section outlines the procedures for updating or changing the terms of the Agreement. It ensures that all modifications are handled formally and documented properly, maintaining the integrity and enforceability of the Agreement while providing a mechanism to adapt to changing circumstances or operational needs.

14.1 Formal Amendments

Written Agreement Required: Any amendments or modifications to this Agreement or to any Statement of Work must be made in writing and signed by duly authorized representatives of both parties.
No Oral Modifications: This Agreement, including any of its terms, conditions, or provisions, may not be changed, waived, or modified except by an instrument in writing signed by both parties.

14.2 Flexibility for Operational Adjustments

Operational Changes: Notwithstanding the above, the parties may agree to make non-material operational adjustments or clarifications related to the implementation of services without requiring a formal amendment, provided that such adjustments are documented in writing and agreed upon by both parties.

14.3 Documentation and Record Keeping

Recording Changes: All amendments, modifications, or adjustments must be documented and maintained with the master copies of this Agreement and relevant Statements of Work.
Access to Amendments: Each party shall ensure that the other has access to updated documentation reflecting any amendments or modifications.

14.4 Review and Reevaluation

Periodic Review: The parties agree to periodically review this Agreement to determine if amendments or modifications are necessary due to changes in business requirements, legal or regulatory changes, or other circumstances impacting the Agreement.
Reevaluation Process: During these reviews, both parties shall discuss potential improvements to the terms and the operational execution of the Agreement, aiming to enhance effectiveness and efficiency.

14.5 Compliance with Law

Legal Consistency: Any amendments or modifications shall be consistent with applicable laws and regulations. If a change in law makes any part of this Agreement invalid or unenforceable, the parties agree to negotiate in good faith to modify the Agreement to comply with the law while maintaining, to the maximum extent possible, the original intentions of the parties.

14.6 Handling of Discrepancies

Resolution of Inconsistencies: In the event of any inconsistencies between the original provisions of this Agreement and any amendments, the terms of the most recent written amendment will prevail.

14.7 Authority to Amend

Authorized Representatives: Only those individuals who are authorized to enter into contracts on behalf of their respective parties may execute amendments or modifications to this Agreement.