Master Products and Services Agreement

This MASTER PRODUCTS AND SERVICES AGREEMENT (“MPSA”) is entered into and made effective on the date of the latest signature (“Effective Date”), between Entisys Solutions, Inc., DBA e360 (“e360”) having its principal place of business at 47 Discovery, Suite 150, Irvine, CA 92618, a California Corporation, and the client identified below (“Client”). e360 and Client may be referred to individually as a (“Party”) or collectively as the (“Parties”).

Client:
Address:
Client Contact Name:
Phone Number: ( )	Email:

RECITALS

WHEREAS, Client desires to engage e360 to provide certain information technology hardware, software, and consulting services as outlined in this MPSA;

WHEREAS, e360 and Client wish to establish the terms and conditions under which such products and services shall be provided, whether performed directly by e360 personnel or, where applicable, through third-party providers;

WHEREAS, from time to time, e360 may leverage the expertise and capabilities of third-party providers, including as consultants, subcontractors, or vendors (“Third-party Providers”), in connection with the provision of certain products and services;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Scope of Products and Services.

Products. Client may order certain products (“Product(s)”) from e360. If a client wishes to order Products, Client will enter into a separate product order (“Purchase Order” or “PO”) which shall incorporate the terms of this MPSA by reference. If there is a conflict between this MPSA and a PO, then this MPSA controls unless otherwise specifically stated in the PO.

Services. e360 will provide, to Client, professional services (“Services”), based on a mutually agreed upon services agreement (“Service Agreement”) authored by e360 which may be referred to as, but not limited to, a “Statement of Work” or “SOW”, a “Service Order” or “SO” (collectively, a “Service Agreement”). Once the Client’s Service Agreement has been submitted and accepted, e360 will adhere to the price and term set forth thereon. Unless otherwise specified, this MPSA supersedes all prior agreements between the parties. If there is a conflict between this MPSA and a Service Agreement, then this MPSA controls unless otherwise specifically stated in the Service Agreement.

Staff Augmentation. e360 will provide, to Client, staff augmentation (“Staff Augmentation”), based on a mutually agreed upon Service Agreement. e360 will provide qualified staff to the Client, either internal employee(s) or through a third party, to augment the Client’s existing workforce. Client will provide all scope, tasks, responsibilities, and guidance for the staff.

Service Agreement Expiration. All Service Agreements expire after sixty (60) calendar days from the date of the document if not executed.

Third-party Inclusion.

Engagement of Third-party. e360 and Client agree to engage Third-party Providers to assist in the provision of the Products and Services under this MPSA.

Responsibilities of Third-party. e360 shall be responsible for overseeing the performance of Third-party Providers and assuring that Third-party Providers adhere to the standards and obligations set forth herein. Client acknowledges that e360 may reasonably delegate certain tasks to Third-party Providers for efficient and effective service delivery. Third-party Providers may include domestic, nearshore or offshore companies, consultants, or subcontractors.

Compliance with MPSA. All Third-party Providers (if any) shall comply with the terms and conditions herein to the extent necessary to perform their assigned tasks and obligations.

Third-party Rights. This Agreement is made for the purpose of setting forth certain rights and obligations of e360 and Client, and, except as otherwise expressly stated herein, no other party shall have any rights hereunder or by reason hereof as a third-party beneficiary or otherwise.

Fees and Billing.

Fees. Client shall pay the fees for the Services or Products as set forth on the applicable Service Agreement or Product Order (“Fees”). Fees charged in connection with any Services or Product Order shall be as mutually agreed to by the parties and set forth in the relevant Purchase Order, Service Agreement, or invoice memorializing such Services or Product Order.

Travel and Expenses. Except as otherwise expressly provided herein, in a PO or SOW, Client will reimburse e360 for all reasonable costs and expenses that have been pre-approved by the client in an SOW that e360 incurs in connection with providing Services as per the terms of the Service Agreement. All e360 employees are required to adhere to travel guidelines defined in e360’s Exhibit B Client Engagement & Delivery Guidelines.

Billing and Payment Terms. e360 will invoice Client: (a) for Products - immediately upon shipment of the Product; and (b) for Services - bi-weekly for Services performed on a Time and Material basis; or (c) Services – on completion of engagement milestones or completion for fixed fee. Within thirty (30) calendar days of receipt of each invoice, Client shall pay e360 the entire amount due in United States currency, and all undisputed payments shall be made unconditionally and not subject to any right of abatement, reduction, setoff, counterclaim, or other defense, for any reason. Interest shall accrue on all overdue amounts at a rate equal to the lower of one and one-half percent (1½) per month and the highest rate allowed by applicable law.

Third-party Funding. e360 may accept third-party payments on behalf of the Client.

If the Client fails to meet their obligation to the Third-party Provider or otherwise does not qualify for Third-party Provider payment/credit, Client will be responsible for paying any outstanding balance for Services rendered.

Client is responsible for the full payment of the Services provided and will be invoiced directly if third-party funding is not received.

Taxes. All payments required by this MPSA are exclusive of federal, state, municipal, or other governmental excises, withholding taxes, and obligations, all of which Client shall be responsible for and shall be added to the final invoice. The fees do not include any tariffs, customs, or duties that may be applicable to the sale of the Products and Services. When e360 is legally obligated to collect such tariffs, customs, or duties, the appropriate amount shall be added to the applicable invoice and paid by the Client. The fees do not include any national, regional, and local excise, sales, use, withholding, or similar taxes.

Sales Tax. Sales tax will be applied to all Products and Services when applicable.

Shipping & Freight. All freight and handling charges for Products will be added to the final invoice.

Invoice Disputes. To the extent that Client disputes any portion of an invoice in good faith, it shall notify e360 in writing and provide detailed documentation supporting its dispute within ten (10) calendar days of the invoice date or the Client’s right to any billing adjustment shall be waived. In the event of a billing dispute, Client shall timely pay all undisputed amounts. Client may not offset disputed amounts from one invoice against payments due on the same or another account.

Pricing.

The Parties understand and agree that this MPSA is independent and separate from any pricing arrangements made with other clients. The pricing agreed upon is specific to the unique circumstances, requirements, and negotiations between e360 and the client.

With respect to Products, e360 reserves the right to modify pricing where reasonably necessary due to changes in underlying costs or external factors beyond e360’s control, including but not limited to new or increased tariffs, duties, or taxes; government actions; supplier or manufacturer price increases; supply chain disruptions; or other material cost increases. e360 shall provide Client with notice of any such price change as soon as practicable, and in no event less than three (3) business days prior to the effective date of the change.

At the end of the Initial Term or Successive Term (each a “Term”), e360 reserves the right to increase pricing or Fees (for new SO, SOW, or POs only) based on market conditions in its sole discretion. e360 shall notify Client of any price or Fee increases no later than ten (10) business days prior to the end of the then-current Term. If Client does not agree to the price or Fee increase, it may terminate the Agreement at the end of the then-current Term; however, any open SO, SOW or PO shall remain in effect until completed per the terms therein. Client shall notify e360 of its decision within three (3) business days of receiving notice of a price increase. If Client does not respond within this time frame, it shall be deemed an acceptance by Client of the price increase.

Term and Termination.

Term. The term (“Term”) of this MPSA shall be in effect upon the Effective Date and for a period of three (3) years and at the end of the third year shall renew for consecutive one (1) year terms unless otherwise terminated as set forth herein.

Termination. Either Party may terminate this MPSA if the other Party breaches any material term or condition of this MPSA and fails to cure such breach within thirty (30) calendar days of receiving written notice thereof, except failure to pay amounts due under this MPSA must be cured within five (5) business days after receipt of written notice. e360 may terminate this MPSA without notice if Client (a) becomes insolvent; (b) is subject to a voluntary petition in bankruptcy or a voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (c) is subject to an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) calendar days of its filing.

Effect of Termination. Upon termination of this MPSA: (a) e360 shall cease providing the Services; (b) all fees, charges, and other amounts owed or accrued by Client for Products and Services provided or performed prior to the effective date of termination, whether or not invoiced, shall become immediately due and payable; and (c) within thirty (30) calendar days each Party shall return all Confidential Information (as defined below) of the other Party and shall not make or retain any copies of the same except as required by law.

No liability for Termination. Neither Party will be liable to the other for terminating this MPSA in accordance with its Terms.

Exclusions.

Equipment-Related Services. With respect to Services involving equipment owned or provided by Client (“Client Equipment”), e360 shall be excused from providing Services with respect to problems arising because Client Equipment has been, without e360 ’s consent (a) modified; (b) removed from the location where it was initially installed and/or reinstalled; (c) maintained or repaired (or if attempts have been made to repair the Client Equipment) by anyone other than e360 or its authorized representatives; (d) adjusted, repaired or if its parts have been replaced because of an accident, neglect, misuse, failure of electrical power or air conditioning, or any other cause other than ordinary use; or (e) subjected to unusual physical or electrical stress.

Software-Related Services. With respect to Services involving software (“Software”), e360 shall be excused from providing Services with respect to problems arising because (a) Client failed to implement all currently available upgrades to the Software that are recommended for installation by e360; (b) there have been changes to the operating system or environment which adversely affect the Software; (c) the Software has been used on systems which the Software was not designed for and licensed for use on; (d) the Software has interconnected with other software products not supplied by e360; or (e) the Software is used on a Central Processing Unit (“CPU”) and peripherals other than the CPU and peripherals for which the Software was designed for use on.

Maintenance. Except as otherwise agreed to by the Parties, any Services provided under this MPSA do not include: (a) furnishing operating supplies, accessories or paint, or refurbishing the Client Equipment or furnishing materials for this purpose; (b) electrical work external to the Client Equipment; (c) maintenance of accessories, alterations, attachments or other devices by persons other than e360 or its authorized agents; (d) Service connected with the installation or relocation of Client Equipment; or (e) any pass through maintenance or services from a Manufacturer.

Service Delays. Except as otherwise agreed to by the Parties, e360 shall not be responsible for delays in Services caused by (a) lack of attendant Client personnel; (b) Client or government-imposed security requirements; (c) Client’s failure to make available required information; (d) the failure or poor performance of Client’s local or wide area network, Internet connection or other required systems; (e) Force Majeure (as set forth in Section 14.1); (f) any failure to comply with the Client's responsibilities set forth in Section 11; or (g) any other condition set forth in this Section 6.

Confidential Information.

If the Parties have entered into a separate nondisclosure, confidentiality, or similar agreement (an “NDA”), then, to the extent of any conflict or inconsistency between such NDA and this Section 7, the terms of the NDA shall control solely with respect to the definition, scope, and handling of Confidential Information and the Parties’ obligations of non-disclosure and permitted use.

Notwithstanding the foregoing, all provisions relating to indemnification, limitation of liability, damages, and other remedies between the Parties shall be governed exclusively by this Agreement and shall supersede any conflicting or additional terms in any NDA.

Confidential Information. The term “Confidential Information” as used in this MPSA shall mean any non-public information or materials, in whatever form, belonging to, concerning, or possessed by a party or business, financial and technical information concerning Client and e360, and their respective clients and vendors (including non-public information or materials that are the property of third parties) including, but not limited to, software providers and other information of which a reasonable person would deem confidential under the context of disclosure or due to the nature of the information, materials that are proprietary or sensitive and that are either (a) clearly marked or identified in writing as being confidential or (b) if they cannot practicably be identified in writing as being confidential, such as information disclosed orally or visually, are identified by the Disclosing Party, as defined below, as being confidential before being disclosed to the Receiving Party, as defined below. Confidential Information shall include all notes, extracts, compilations, correspondence, or other materials containing or derived from the Confidential Information described above and all copies of Confidential Information made by the Receiving Party, including copies in electronic format. The “Disclosing Party” shall mean a party to this MPSA, or one of its affiliates, that is disclosing, or has disclosed, its Confidential Information to another party to this MPSA, or one of its affiliates (“Receiving Party”).

Confidentiality Obligations. The Receiving Party shall keep in strict confidence all Confidential Information of the Disclosing Party that is disclosed to it or to which it has access or has collected, processed, stored, or transmitted; shall not disclose that Confidential Information to any individual or entity, except as expressly allowed by this MPSA or with the prior written consent of the Disclosing Party; and shall not use that Confidential Information for any purpose other than exercising its rights or privileges under this MPSA or performing its obligations under this MPSA. Each Party acknowledges that it will have access to certain Confidential Information of the other Party and agrees that it will not use for its own account or the account of any third party (except as required by law), any of the other Party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information. Each Party acknowledges and agrees that the other Party may suffer irreparable injury not compensable by monetary damages and therefore may not have an adequate remedy at law in the event of an unauthorized use or disclosure of its Confidential Information. Accordingly, each Party shall be entitled to seek injunctive relief to prevent or curtail any such breach, threatened or actual, without the necessity of posting a bond. The foregoing shall be in addition and without prejudice to such rights, that such Party may have at law or equity. This obligation shall survive the cancellation or other termination of this MPSA for a period of five (5) years therefrom.

Third-party Confidentiality. Third-party Providers shall be subject to the same confidentiality obligations as e360 and Client under this MPSA, regarding the protection and non-disclosure of proprietary or confidential information.

Exceptions. Information is not Confidential Information if it (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known to the Receiving Party directly or indirectly from a source other than the Disclosing Party or a person having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this MPSA; or (d) is independently developed by the Receiving Party.

Compelled Disclosure. If the Receiving Party is required to disclose any Confidential Information of the Disclosing Party under any subpoena, discovery request, court order, or governmental action, it shall not disclose that Confidential Information until, to the extent permitted by law, it has given the Disclosing Party prompt notice of the required disclosure and given the Disclosing Party a reasonable opportunity to obtain a protective order that is reasonably satisfactory to the Disclosing Party. In any event, the Receiving Party will disclose only Confidential Information that it determines, in its reasonable judgment, it is legally required to disclose. Confidential Information so disclosed will continue to be deemed Confidential Information under this MPSA, except as provided otherwise in Section 7.4.

The terms of this Section 7 shall survive the expiration or termination of this Agreement.

Insurance.

e360 represents and warrants that it maintains, and shall continue to maintain for the term of this Agreement, the insurance coverages and limits specified in Exhibit C, in accordance with the requirements set forth therein.

Liability and Insurance. Insurance coverage maintained by either Party pursuant to this Agreement is not intended to, and shall not, limit or expand either Party’s liabilities, obligations, or indemnification responsibilities under this Agreement. Each Party remains solely responsible for the sufficiency of its own insurance coverage.

Indemnity and Liability.

Indemnification of Client. e360 shall indemnify, defend, and hold harmless Client and its directors, officers, agents and employees from any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising from (a) e360’s or its Third-party Providers’ gross negligence, wrongful act or material breach of this MPSA, (b) any intentional misrepresentation made by e360; (c) e360’s or its Third-party Providers’ intentional violation of any applicable laws; or (d) Client’s use of e360’s trademarks or other intellectual property in accordance with this MPSA, except to the extent caused by Client’s negligence or willful misconduct.

Indemnification of e360. Client shall indemnify, defend, and hold harmless e360 and its directors, officers, agents, employees, and Third-party Providers from any and all Claims to the extent arising from (a) Client’s or its client’s negligence, wrongful act or omission, or breach or alleged breach of this MPSA; (b) any misrepresentation made by Client; (c) Client’s or its client’s violation of any applicable laws; or (d) e360’s use of Client’s trademarks or other intellectual property in accordance with this MPSA, except to the extent caused by e360’s negligence or willful misconduct.

Participation in Defense and Settlement. An indemnified Party shall immediately notify the indemnifying Party upon learning of a Claim. The indemnifying Party’s obligation to indemnify hereunder shall be reduced if, and to the extent that, the failure to give such notice prejudices the indemnifying Party. The indemnifying Party may participate in the defense of all Claims against the indemnified Party where the indemnifying Party may be held liable. The indemnified Party shall not settle any Claim on behalf of the indemnifying Party without the indemnifying Party’s prior approval.

Limitation of Liability. Neither Party will have any liability for any special, indirect, or consequential damages, including, but not limited to, damages for loss of profits or revenue, arising in any way out of this MPSA under any cause of action, whether in tort or contract, and whether or not such Party has been notified of the possibility of such damages.

Maximum Liability. Notwithstanding anything to the contrary in this MPSA, e360’s maximum aggregate liability to Client under this MPSA will be limited to the total amount paid by Client to e360 for Services rendered under this MPSA during the prior twelve (12) month period. To the extent e360 is liable for any damage to, or loss of, the Product or Client Equipment for any reason, such liability will be limited solely to the then-current value of Client Equipment.

The terms of this Section 9 shall survive the expiration or termination of this Agreement.

Representations; Disclaimer; Warranties.

Representations. Each Party represents that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (b) it has the power and authority to enter into and perform all of its obligations under this MPSA; (c) this MPSA constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms; and (d) the entering into and performance of this MPSA does not conflict with any other agreement or instrument to which such Party is a party or by which such Party is bound or otherwise create an actual or potential conflict of interest for such Party.

Disclaimer. EXCEPT AS PROVIDED IN THIS AGREEMENT (INCLUDING ANY PURCHASE ORDER OR STATEMENT OF WORK) OR ANOTHER WRITTEN AGREEMENT BETWEEN THE PARTIES, e360 MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR PRODUCTS PROVIDED HEREIN. More specifically, Client acknowledges and agrees that e360 makes no express or implied warranties arising out of or related to the provision of, or use or operation of, the Services, the Product, the Client Equipment, the Software, or any other products or Services provided under this MPSA. e360 expressly disclaims the implied warranties of merchantability, fitness for a particular purpose for the Services, the Product, the Client Equipment, the Software, and any other products or Services provided under this MPSA.

AI-Assisted Services. e360 may utilize AI-assisted tools, technologies, or automated capabilities in connection with the performance of Services, including for administrative, analytical, documentation, communication, or operational support purposes.

e360 remains responsible for the Services provided under this Agreement, and any deliverables or recommendations provided to Client remain subject to human oversight and review.

e360’s use of AI-assisted capabilities will be conducted in accordance with the confidentiality, data protection, and security obligations set forth in this Agreement and any applicable exhibits or addenda.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, e360 MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY AI-ASSISTED OUTPUTS, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Software or Hardware Bugs. If a bug or architectural deficiency is found in the software or hardware during the course of a software or hardware implementation, including third party software/hardware applications that integrate with the solution(s) in the Service Agreement, then e360 will verify/confirm the issue with the respective vendor. e360 reserves the right to charge, on a Time and Materials basis, for any additional work needed to troubleshoot and/or resolve the issue.

Products. Warranties for Products are limited to those supplied by the original equipment manufacturer, if any. e360 makes no additional warranties regarding the Products.

No Resell Permitted. Unless ordered pursuant to a government prime contract that is identified on the customer’s purchase order, all sales are intended to be to the end user, and resale of the products is prohibited.

The terms of this Section 10 shall survive the expiration or termination of this Agreement.

Client’s Responsibilities for Services.

Premises and Equipment Access. Client shall, as may be required by e360 for the successful and timely completion of Services: (i) provide e360’s employees, agents, and personnel unimpeded and timely access to the relevant premises, systems and facilities as necessary to perform the Services; (ii) provide an adequate area for e360’s equipment; and (iii) provide all hardware, software and licensing (which shall be covered under valid manufacturer authorized support agreements during the Term) required for the performance of the Services prior to engagement.

Documentation. Client shall provide all reasonably requested documentation to e360 as outlined in the Services Agreement.

Data Handling. Client shall possess a current, reliable, and working backup of all data stored on any equipment to be used for the performance of Services. Client acknowledges and agrees that restoration of such equipment may be required.

Cooperation. Client shall reasonably cooperate with all reasonable requests by e360 during the performance of Services.

Acceptance of Services. Upon e360’s completion of the Services, Client shall sign the applicable project or milestone completion form as stated in any Service Agreement. The form shall indicate that Client acknowledges and accepts satisfactory completion of the Services described therein. If Client does not indicate its acceptance or rejection of the Services within five (5) business days of the milestone or project completion, the Services performed for the applicable milestone or project shall be considered accepted.

Changes in Services. If a Party desires a material change to be made to the Services (including, without limitation, substantial and material changes to the functional specifications of a deliverable), it shall notify the other Party in writing as soon as possible. Changes in Services are subject to guidelines in Exhibit B, the Client Engagement & Delivery Guidelines, and may require a Change Order.

Data and Information Security.

e360 and Client shall comply with the confidentiality, integrity, and availability of all Data and Information Systems, each as defined and in accordance with Exhibit A, Data and Information Security, which is incorporated herein by this reference.

Cyber Security.

e360 and Client shall adhere to all applicable cybersecurity laws, regulations, and industry standards relevant to the products and services provided under this agreement. This includes compliance with Exhibit A, Data and Information Security.

Miscellaneous Provisions.

Force Majeure. Except for the obligation to pay fees already due and earned, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, epidemic or pandemic, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of third party utility or telecommunications systems or the internet that substantially delay, materially interfere with, or render impossible such Party’s performance of its obligations under this Agreement.

No Solicitation.

During the period beginning on the Effective Date of this Agreement and ending on the first anniversary of the date of the termination or expiration of this Agreement, the Parties shall not and will ensure that their affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by or subcontracted by the other Party during such period. In the event of a breach of this Section, the breaching Party shall pay to the other Party a sum equal to the annual earnings or annual salary of the person so hired or engaged by the breaching Party, as liquidated damages and not as a penalty. Notwithstanding the foregoing, the hiring of any persons in response to a generally posted open position shall not be a solicitation subject to this Section 14.

During the Term of this Agreement, any Renewal, and during the term of any SOW, Client agrees that it shall not contact e360’s subcontractors, nor accept any solicitations from e360’s subcontractors for the purposes of obtaining the same or similar Services as provided in this Agreement.

Governing Law; Dispute Resolution. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California. If either Party has a claim or controversy covered by this Agreement, such Party shall give written notice to the other Party, and within ten (10) business days of receiving the notice, the Parties shall meet and attempt to resolve the dispute. If the parties are unable to resolve the dispute within ten (10) business days, the dispute shall be submitted to mediation conducted pursuant to the rules of the American Arbitration Association (“AAA”), for which both parties shall bear the costs equally. If the parties cannot resolve the dispute through mediation, the dispute shall be submitted to binding arbitration in the San Francisco Bay Area, under the rules and procedures of the AAA. All fees and costs concerning the arbitration, including the arbitrator’s fees and expenses and reasonable attorney’s fees and witness fees shall be borne by the parties in the proportion determined by the arbitrator.

Assignment. Neither Party may assign or delegate this Agreement, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Agreement in whole, without such consent, as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment or delegation in violation of this Section shall be null and void. This MPSA shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Client Engagement & Delivery Guidelines. e360 may update or modify its Client Engagement & Delivery Guidelines, Exhibit B, from time to time. If a policy change materially and adversely affects Client’s use of Services, e360 will provide Client with reasonable advance notice of such change. Any updated policies will apply prospectively.

Notice. Any notice or communication required or permitted to be given in connection with this MPSA shall be in writing and delivered (a) in person, (b) via email with confirmation of transmission, (c) certified or registered mail, return receipt requested, postage prepaid or (d) sent by a recognized, overnight courier service. All notices shall be delivered to the Parties at the following addresses:

Client	e360
Entisys Solutions, Inc., DBA e360 Attn: Legal 47 Discovery, Suite 150 Irvine, CA 92618
Email: legal@e360.com

Notice should be sent to the aforementioned address unless prior to sending such notice, the sending Party receives written notice of any change in the address to which notices should be sent. Unless otherwise specified, all notice periods detailed in this MPSA shall be calculated by calendar days.

Independent Contractors. e360 and Client are independent contractors and this MPSA does not establish any relationship, partnership, joint venture, employment, franchise, or agency between e360 and Client. Neither e360 nor Client shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

Non-Application of Most Favored Customer Pricing. The Parties acknowledge and agree that the Most Favored Customer (MFC) Pricing principle shall not apply to this MPSA. e360 is under no obligation to provide the Client with the same pricing terms or benefits as those offered to other clients.

Product Returns.

All hardware Products that are supplied by e360 are eligible for return up to fifteen (15) calendar days from delivery for a full refund, provided that the Product or Products have not been opened. Should Client open any Product within this period, they will be subject to all open box return policies of the manufacturer. Manufacturer open box return policies may provide a full refund, a refund subject to a restocking fee of fifteen percent (15%) or no return, depending on the manufacturer and the manufacturer’s policies.

All hardware Products that are supplied by e360 and returned thirty (30) calendar days or more from delivery are eligible for repair or exchange only.

Dead on Arrival (“DOA”) and (“Defective”) Product returns are valid only for exchange. After twenty-five (25) calendar days from the date of sale, Client must contact the manufacturer directly to initiate a warranty claim. Client must have the original boxes, documentation, accessories, and packing materials for all returns. e360 will test all DOA and Defective returns. Product deemed not Defective or DOA shall be returned to Client at Client’s sole expense. All returns are subject to manufacturer-specific return guidelines, which may deviate from e360’s standard return policy.

Incompatibility shall not be deemed a valid basis for a Defective return. All returns require a valid Return Merchandise Authorization (RMA) number. The Product must be shipped in order to arrive at e360 within fifteen (15) calendar days from the invoice date.

Restocking fees. In the event that the Client wishes to return any Products ordered under this MPSA, e360 may, at its sole discretion, charge a restocking fee equal to fifteen percent (15%) of the purchase price of the returned Products. The Client acknowledges and agrees that this restocking fee is reasonable and necessary to cover the costs of inspecting, restocking, and reselling the returned Products.

Software and Licensing are not eligible for return unless authorized in advance by the manufacturer.

Copyright & Intellectual Property Rights. The copyright in all documents created hereunder for the Client shall belong to Client. Each Party will retain ownership of its own intellectual property rights, including, but not limited to, patents, copyrights, trademarks, trade secrets, and any other proprietary information or materials. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works as well as installation scripts and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of Services hereunder, shall belong to e360, subject to a worldwide, non-exclusive, non-transferable license to Client solely for the purpose of performing the obligations as intended hereunder. No licenses to e360 Products are granted herein. e360 Products must be licensed separately. Each Party will promptly notify the other Party in writing if it becomes aware of any actual or suspected infringement of the other Party’s intellectual property rights by a third party.

Compliance and Performance Standards. Each Party shall perform and shall cause its representatives to perform its obligations in a professional, ethical, and competent manner, using the degree of skill, diligence, prudence, timeliness, and foresight that would reasonably and ordinarily be expected from skilled and experienced professionals engaged in the provision of, and activities comprising the Services. The Parties agree that all Services and related activities shall be performed in material compliance with (a) all applicable laws, rules, and regulations; and (b) their respective applicable security, safety, and other workplace policies, rules, and regulations.

Attorney’s Fees. The prevailing Party in any dispute regarding this MPSA, including in tort, is entitled to recover reasonable attorneys' fees, costs, and expenses incurred with respect to such dispute and in any appeal.

Survival. Any terms which, by their nature and requirements, are intended to survive the termination of this MPSA shall survive such termination including but not limited to: Sections TERMINATION; BILLING AND PAYMENT TERMS; CONFIDENTIAL INFORMATION; INDEMNITY AND LIABILITY; REPRESENTATIONS, DISCLAIMERS, WARRANTIES; GOVERNING LAW, DISPUTE RESOLUTION; AND PRODUCT RETURNS.

Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity and enforceability of such provision in every other respect and of the remaining provisions hereof shall not be impaired or affected, it being intended that all of the rights and privileges shall be enforceable to the fullest extent permitted by law.

Counterparts. This MPSA may be exchanged and transmitted between the Parties, and executed, electronically and in counterparts, each of which shall be deemed to be an original, but all of which together shall comprise a single document.

Entire MPSA; Modification. This MPSA, including any Service Agreements, Purchase Orders, the exhibits and attachments hereto, contains the entire and complete understanding between the Parties concerning its subject matter and all representations, agreements, arrangements, and understandings between or among the Parties, whether oral or written have been fully merged herein and are superseded hereby. Except as set forth above, this MPSA may be modified only by a written Amendment, signed by both Parties.

Signatures.

IN WITNESS WHEREOF, the Parties have executed this MPSA through their duly authorized representatives.

Client Signature	e360 Signature
Name	Name
Title	Title
Date	Date

Exhibit A

Data and Information Security

Definitions

MCA means the written or electronic agreement between Client and e360 for the provision of Cloud Services to Client.

MPSA means the written or electronic agreement between Client and e360 for the provision of Products and Services to Client.

Agreement means the MCA, MPSA, statement of work, purchase order, or other governing agreement between Client and e360 for the Services.

Client Data means data, content, or information provided to or made accessible by Client to e360 in connection with the Services.

Personal Data means information relating to an identified or identifiable natural person, to the extent regulated by applicable Data Protection Laws.

Data Protection Laws means applicable data protection and privacy laws governing the processing of Personal Data in connection with the Services.

Security Incident means a confirmed breach of security leading to the unauthorized access to, acquisition of, disclosure of, or loss of Personal Data in e360’s possession or control.

Purpose and Scope.

This Information Security & Data Protection Addendum (“Addendum”) applies to Services provided by e360 under the applicable master agreement, statement of work, purchase order, or other governing agreement (the “Agreement”).

e360 provides a combination of:

Product resale and implementation services; and

Managed and support services, which may include persistent or remote access to Client systems where expressly agreed.

This Addendum governs e360’s access to, processing of, and protection of Client Data and Personal Data in connection with such Services.

Roles of the Parties.

Client acts as a Controller, or where applicable, a Processor, of Personal Data.

To the extent e360 processes Personal Data on Client's behalf in connection with the Services, e360 acts as a Processor and will:

Process Personal Data solely on documented instructions from Client;

Process Personal Data only as necessary to provide the Services; and

Not use Personal Data for its own independent business purposes.

Client remains responsible for:

Determining the purposes and means of processing;

Configuring Client systems and security controls;

Providing required notices and obtaining required consents; and

Complying with applicable Data Protection Laws.

Scope of Access and Processing.

Depending on the Services provided:

e360 may receive limited Client Data incidentally in connection with project or resale engagements;

e360 may maintain remote or persistent access to Client systems where managed services are provided under a statement of work;

e360 will access Client systems solely as necessary to perform the Services and in accordance with agreed access controls.

e360 will not sell, monetize, or otherwise exploit Client Data.

Information Security Program.

e360 maintains a written information security program aligned to industry-recognized standards (including NIST-based controls) appropriate to its role as a reseller and managed services provider.

e360’s security program includes, as applicable:

Administrative Safeguards.

Security policies and procedures;

Workforce background screening consistent with applicable law;

Security awareness training for personnel with access to Client Data;

Role-based access management and least-privilege principles.

Technical Safeguards.

Multi-factor authentication for remote administrative access;

Encryption in transit using industry-standard protocols (e.g., TLS);

Secure remote access mechanisms;

Logging and monitoring of privileged access activities where technically feasible;

Vulnerability management and patch management processes;

Endpoint protection and malware safeguards.

Physical Safeguards.

Facility access controls for e360 offices and data environments under its control.

Security measures are designed to protect the confidentiality, integrity, and availability of Client Data.

Managed Services Controls.

Where e360 provides managed services involving persistent or administrative access:

Access will be limited to authorized personnel;

Access will be provisioned and deprovisioned in accordance with documented procedures;

Administrative access will be logged where technically feasible;

Credentials will be protected using secure authentication mechanisms;

Access will be used solely for the purpose of delivering the Services.

Subcontractors.

e360 may engage subcontractors to assist in providing Services.

Any subcontractor that may access Personal Data will be bound by written confidentiality and data protection obligations no less protective than those set forth in this Addendum.

e360 remains responsible for the performance of its subcontractors in connection with the Services.

Confidentiality.

Client Data and Personal Data constitute Confidential Information under the Agreement.

e360 will ensure that personnel authorized to access Client Data are subject to confidentiality obligations and access such data only as necessary to perform the Services.

Security Incidents.

If e360 becomes aware of a confirmed Security Incident involving Personal Data in its possession or control, e360 will:

Provide initial notice to Client within twenty-four (24) hours after confirming that a Security Incident has occurred; and

Provide additional information as it becomes reasonably available, including a summary of known details within seventy-two (72) hours of confirmation, to the extent such information can be reasonably determined at that time.

e360 will continue to provide updates as material information becomes available and will cooperate with Client’s reasonable investigation and remediation efforts.

Data Subject Requests.

If e360 receives a request from a data subject relating to Personal Data processed on Client’s behalf, e360 will promptly notify Client and will not respond directly unless legally required.

e360 will provide reasonable assistance to Client in responding to such requests.

Data Retention and Deletion.

e360 will retain Personal Data only for as long as necessary to provide the Services or comply with legal obligations.

Upon termination or completion of Services, e360 will, upon request and where reasonably practicable, return or delete Personal Data in its possession or control unless retention is required by law.

Healthcare Regulatory Compliance (HIPAA).

To the extent e360 creates, receives, maintains, or transmits Protected Health Information (“PHI”) on behalf of Client and such information is subject to the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), the parties acknowledge that e360 may act as a Business Associate.

Where required by HIPAA, the parties will execute a separate Business Associate Agreement (“BAA”). The BAA will govern e360’s use, disclosure, safeguarding, and reporting obligations with respect to PHI. In the event of any conflict between this Addendum and a fully executed BAA, the BAA will control with respect to PHI.

e360 represents that its information security program, as described in this Addendum, is designed to support compliance with the HIPAA Security Rule where applicable to the Services performed.

International Transfers.

If Services require cross-border transfer of Personal Data, the parties will agree in writing to an appropriate transfer mechanism in accordance with applicable Data Protection Laws.

Audit and Assurance.

Upon reasonable written request, e360 will provide a summary description of its information security program or documentation generally made available for vendor risk assessment purposes.

Any audit rights will be governed by the Agreement and subject to reasonable confidentiality and operational safeguards.

Order of Precedence.

In the event of a conflict between this Addendum and the Agreement solely with respect to data protection and information security obligations, this Addendum will control.

EXHIBIT B
CLIENT ENGAGEMENT & DELIVERY GUIDELINES

These guidelines describe how e360 and the Client work together throughout an engagement to support successful outcomes, effective communication, and efficient project delivery. These guidelines are intended to complement the applicable Master Products and Services Agreement (MPSA), Statement of Work (SOW), or other Services Agreement.

OUR APPROACH TO SUCCESSFUL ENGAGEMENTS

Shared Success.

Successful engagements are built on collaboration, communication, accountability, and alignment between e360 and the Client.

Project Timing & Readiness.

Project work typically begins once the applicable Statement of Work and/or Purchase Order is finalized and agreed-upon prerequisites are complete. e360 and the Client will work together to establish timelines, milestones, resource alignment, and a mutually agreed project start date.

How We Work Together.

To support successful delivery, Clients are asked to:

• Provide timely access to required systems, information, and stakeholders
• Participate in scheduled meetings and project activities
• Review and provide feedback or approvals in a timely manner
• Maintain appropriate backups and environment readiness for project-related systems

What Clients Can Expect from e360.

Throughout the engagement, e360 will:

• Communicate proactively regarding project status, risks, and next steps
• Coordinate resources and activities to support successful delivery
• Provide visibility into timelines, milestones, and dependencies
• Work collaboratively to address issues and adapt to evolving project needs

Acceptance of Services.

Upon completion of agreed deliverables, e360 may provide a Services Acceptance Form or other written confirmation of completion.
Clients may review and confirm acceptance within the period set forth in the applicable Service Agreement. If the Client does not indicate acceptance or identify material concerns during that period, the applicable services or deliverables will be considered accepted.
If any deliverables do not align with the agreed scope, e360 will work collaboratively with the Client to address identified gaps.
Any applicable post-project support will be defined in the applicable Statement of Work.

PROJECT DELIVERY & COMMUNICATION

Project Management.

e360 provides project leadership focused on communication, coordination, accountability, and successful delivery outcomes. Depending on the scope and complexity of the engagement, e360 may assign a Project Manager, Project Coordinator, or other delivery resources to support the engagement.

Communication & Escalation.

e360 and the Client will maintain regular communication throughout the engagement to support alignment, visibility, and timely issue resolution. Where necessary, project-related issues may be escalated to appropriate stakeholders to support successful outcomes.

AI-Assisted Delivery.

e360 may utilize AI-assisted tools and technologies to support certain administrative, analytical, documentation, communication, or delivery-related activities during an engagement. These tools are intended to enhance efficiency, consistency, collaboration, and overall service delivery.
e360 remains responsible for the professional services provided to the Client, and all deliverables, recommendations, and project activities remain subject to appropriate human oversight and review.
e360’s use of AI-assisted capabilities will be performed in accordance with the confidentiality, data protection, and security obligations outlined in the applicable agreements between e360 and the Client.

Managing Risks & Changes.

As projects evolve, changes to scope, priorities, timelines, or deliverables may be identified by either e360 or the Client.
e360 works collaboratively with Clients to assess requested changes and determine any potential impact to scope, timelines, resources, or cost. Minor adjustments may be accommodated during the normal course of delivery, provided such changes do not materially impact scope, timeline, resources, or cost.
Where changes materially impact the engagement, e360 and the Client may document updated scope, timelines, or commercial terms through a mutually agreed Change Order.

SCHEDULING & CHANGE MANAGEMENT

Scheduling & Rescheduling.

Work sessions are scheduled collaboratively in advance to support resource planning and project continuity.
If rescheduling is required, e360 requests:

• Five (5) business days’ notice for onsite work
• Two (2) business days’ notice for remote work

While e360 will make reasonable efforts to accommodate scheduling changes, repeated cancellations or delays may impact project timelines and resource availability.

Project Holds.

Projects may be temporarily paused if extended delays, repeated cancellations, or lack of stakeholder engagement materially impact delivery progress, project timelines, or resource scheduling. e360 will work collaboratively with the Client to re-establish project momentum and align on next steps.

TRAVEL & EXPENSES

Travel Guidelines.

Where travel is required as part of the engagement, e360 will make reasonable efforts to manage travel arrangements and expenses responsibly and cost-effectively.
Where applicable and agreed within the Statement of Work or applicable Services Agreement, travel-related expenses may include airfare, lodging, meals, ground transportation, mileage, and related travel costs incurred in support of the engagement.
Applicable travel charges and reimbursement terms will be outlined in the applicable Statement of Work.

HOLIDAYS

e360 typically observes the following holidays:
New Year’s Day

President’s Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Day

Exhibit C

e360 Insurance Coverage

Purpose: This exhibit is designed to provide information regarding the insurance coverage that e360 currently maintains and plans to maintain. Its purpose is to promote transparency and understanding of the types and scope of insurance held by e360 in support of its operations and commitments.

Commercial general liability including (a) bodily injury, (b) property damage, (c) contractual liability coverage covering its obligations of indemnity and defense, (d) products liability, (v) completed operations liability, and (vi) personal and advertising injury, with a combined single limit of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in the aggregate. Such insurance shall provide for occurrence-based coverage and shall have such other terms, conditions, and endorsements of coverage as are deemed prudent by e360 from time to time;

Workers’ compensation coverage as required by statute, covering all employees, including employer’s liability coverage with limits of $1,000,000 per each employee, each accident; provided that in monopolistic states stop gap coverage be maintained by endorsement to the commercial general liability insurance in lieu of employer’s liability coverage;

Professional liability coverage concerning the acts, errors, and omissions of such Party and such Party’s liability for its employees and agents with a limit of not less than $3,000,000.00 per claim. Such coverage should include infringement of copyrights and trademarks, misappropriation of trade secrets, and privacy liability. The definition of “professional services” within the policy of professional liability insurance must include the Services provided by e360, its employees, and agents under the terms of this MPSA. Any retroactive date on the policy should be prior to the Effective Date; limits are $5,000,000 per claim, aggregate shared with Cyber;

Cyber liability protection, including coverage for technology, professional, network security, privacy, data protection, and media liabilities, in an amount not less than $5,000,000 per claim; $5,000,000 in the aggregate, covering financial loss resulting or arising from acts, errors or omissions in rendering technology/professional services or in connection with the specific Services in this MPSA. Limits are shared with Professional and include the following:

Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended;

Data theft, failure of software to perform as promised, denial of electronic access, electronic infection, machine malfunction, and electronic information damage, unauthorized disclosure, destruction, or corruption, including, without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems;

The policy shall have no cyber terrorism exclusion. Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including, without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services); and

Third-Party crime coverage concerning dishonest acts, including theft, of such Party in an amount not less than $2,000,000 per occurrence, with limits of $5,000,000; and

Umbrella or excess liability coverage with a limit of $10,000,000.00 with coverage extending over primary commercial general liability, commercial automobile liability, and employer’s liability.