Master Managed Services Agreement

1. PURCHASE OF SERVICES

Customers may, from time to time, purchase WPG's Services by executing a written Statement of Work ("SOW") in substantially the form of Schedule A, which, when executed by the Parties, shall be attached to and incorporated as part of this Agreement. The sole authority to commence effort by WPG or to obligate payment by Customer shall be a written SOW by both Parties hereto and/or WPG' acceptance of Customer's Purchase Order. The Services shall be provided in accordance with the provisions of this Agreement, the applicable Services Description, and applicable SOW.

2-4. CUSTOMER RESPONSIBILITIES

2. Customer acknowledges that in order for WPG to perform Service(s), Customer must make certain personnel or other resources available to WPG in a timely manner. Customer agrees that it will cooperate in providing information or personnel upon WPG' request, and Customer acknowledges that its failure to do so may prevent WPG from meeting milestones as may be designated in a SOW.

3. Customer assumes responsibility for all content, material, message or data made available or transmitted in accordance with the provision of Service(s) and for its compliance with all applicable federal, state and local laws, regulations, ordinances and codes and acceptable use policies of any third-party vendors or Web sites. Additional Customer responsibilities are listed in the Service Descriptions. Customer assumes full responsibility to back-up and/or otherwise protect all data against loss, damage, or destruction.

4. Service Level Agreements, including Repair/Resolution Metrics, Change Management Metrics and On Site Response Metrics (if applicable) may be dependent upon coverage, and Service Level Agreements contained within a Service Description are contingent upon the existence of such coverage. If the contracted devices are not covered as described above or if the Customer has comparable service through additional operational level agreements or underpinning contracts, WPG will work with customer to arrive upon a mutually agreeable Service Level Agreement.

5. TERM

This Agreement shall commence on its Effective Date and shall, unless terminated in accordance with the provisions hereunder, continue until expiration or termination of the last SOW hereunder. In the event that WPG is responsible for equipment acquisition and installation, the commencement date shall be based upon the date of installation as notified by WPG, and confirmed in a separate, mutually-agreeable written agreement such as a SOW.

6-7. TERMINATION

6. Termination For Default. Either Party may terminate this Agreement and/or any SOW issued hereunder at any time in the event of a material breach of the terms hereof by giving the other Party thirty (30) days written notice stating the nature of the breach. This Agreement and/or any SOW shall then terminate if the breaching Party shall fail to cure such material breach within thirty (30) days of receipt of written notice thereof. If the breach is of such a nature that it cannot reasonably be cured within such period, the breaching Party shall commence to cure said breach within such period, then diligently prosecute such cure to completion.

7. Effect Of Termination. Termination does not relieve Customer's obligations to pay all accrued fees. The termination of any SOW in accordance with the terms therein shall not modify the Term of this Agreement or the term of any other SOW or order.

8-10. PRICING AND PAYMENT

8. Pricing and Payment Terms. The pricing for each order received pursuant to this Agreement shall be administered as set forth in the applicable PO or SOW. Prices for Services added after the first order or SOW will be at the WPG then current list pricing. WPG will make all reasonable efforts to commence Services by the Customer Requested Date ("CRD") as set forth on a PO or SOW. CRD must be a minimum of 30 days after the signature date on the SOW. Changes to the CRD by Customer may result in a charge in certain instances as described in the Service Description. Unless otherwise agreed in writing, payment for both recurring and non-recurring Services is due within thirty (30) days of the date of WPG' invoice. Customer agrees to pay a late payment charge computed at the rate of one percent (1%) per month. Customer acknowledges that WPG may participate in and retain the benefit of vendor incentive plans, rebate programs, or other programs with, among others, its travel providers wherein WPG may receive benefits, such as frequent flier miles or other consideration.

9. Expense Reimbursement. Whenever any Services are provided by WPG at any location requested by Customer other than at an WPG location, WPG will be reimbursed for all actual and reasonable travel and living expenses provided they are in accordance with a standard reimbursement policy.

10. Taxes. Customer will pay or reimburse WPG for all taxes due under this Agreement and WPG will remit those amounts to the appropriate taxing authority.

11. SAAS SUBSCRIPTION LICENSING AND RESALE

WPG may act as a reseller of third-party software-as-a-service ("SaaS") subscriptions, including but not limited to Microsoft cloud services, productivity platforms, collaboration tools, security solutions, and other SaaS offerings ("Subscription Services"). Customer acknowledges that these Subscription Services are provided by independent third-party vendors ("Vendors") and that WPG's role is limited to procurement, billing, and administrative support.

• 1. Pricing Changes. All pricing for Subscription Services is subject to change by the applicable Vendor. WPG shall provide Customer with as much advance written notice of any Vendor price change as commercially practicable; however, Customer agrees that WPG has no control over such changes and may pass through Vendor price adjustments without prior approval.
• 2. Vendor Terms and Policies. Use of Subscription Services is subject to the Vendor's applicable terms, conditions, licensing restrictions, and policies, which are incorporated herein by reference. Customer agrees to comply with such Vendor terms, and acknowledges that any changes made by the Vendor shall automatically apply to Customer's subscription.
• 3. Service Availability. WPG shall have no liability for any suspension, termination, modification, or unavailability of Subscription Services caused by actions or omissions of the Vendor.
• 4. Renewals and Cancellations. Unless otherwise agreed in a SOW, Subscription Services will automatically renew for successive subscription terms at the then-current Vendor rates, unless either Party provides written notice of cancellation at least thirty (30) days prior to the renewal date.

12. SITE PREPARATION

Unless otherwise specified, Customer shall be responsible for preparing a suitable installation site, and installing and connecting its product(s) within Customer's environment compatible to manufacturer's specifications and as may be described in more detail in the applicable Service Description.

13. CONFIDENTIALITY

Each Party hereby agrees that all Confidential Information or proprietary rights shall remain the exclusive property of the disclosing Party and shall be returned to the disclosing Party promptly upon request. WPG may have agreements with some software, hardware, and other vendors. WPG, its parent, or any affiliates may receive discounts, commissions, rebates, or other consideration from vendors (the "Benefits") and WPG may disclose to vendors such information about Customer's needs as appropriate to secure the Benefits. Customer acknowledges and agrees that it would be difficult to fully compensate WPG for damages resulting from the breach or threatened breach of the foregoing provisions and that WPG will be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions to enforce such provisions. This provision with respect to injunctive relief will not, however, diminish WPG' right to claim and recover damages. The provisions of this Confidentiality Section shall remain in effect for a period of three (3) years after the expiration or termination of this Agreement for any reason.

14-15. OWNERSHIP AND LICENSE

14. The parties acknowledge that WPG personnel will be providing services only and that no deliverables will be provided hereunder, except for Work Product, and any deliverable therein, as specifically described a SOW. In particular, Customer agrees that, notwithstanding anything to the contrary set forth herein: (i) WPG shall have the right to retain a copy of any work product of its Personnel for its records; (ii) as part of WPG' provision of the Services hereunder, WPG may utilize Existing Materials which shall remain the sole and exclusive property of WPG. Notwithstanding anything contained herein to the contrary, Customer shall not have or obtain any rights in such proprietary products, materials and methodologies of WPG or any third parties.

15. To the extent that Existing Materials are incorporated in Work Product, WPG grants to Customer a royalty-free, irrevocable, worldwide, non transferable, non-exclusive, internal use, perpetual license to use, modify and prepare derivative works of such Existing Materials and to use and display such Existing Materials, but only to the extent required to utilize the Work Product in accordance with the any limitations in this Agreement and as may be sent forth in the relevant SOW. Nothing in this Section shall be deemed to permit Customer to disclose, provide access to, sublicense, disassemble, decompile, reverse engineer, modify, create derivative works of, or transfer any of WPG or its licensor's Existing Materials to a subsidiary, affiliate, or third party without prior, written consent of WPG. Furthermore, nothing herein shall be construed as limiting WPG' ownership of any patent, copyright or other intellectual property or trade secret rights in any information developed independently of this Agreement even though such information may have been used in connection with the WPG' performance of its obligations under this Agreement. Nothing herein shall prohibit the WPG or its employees and subcontractors from providing similar services to others and/or from using or disclosing to others the general knowledge, skill and experience that they have developed over the years, including the general knowledge, skill and experience that WPG and they develop under this Agreement.

16-19. REPRESENTATIONS AND WARRANTIES

16. The parties acknowledge that WPG personnel will be providing services only, and as such, Services and any materials are provided "AS IS." Notwithstanding anything in this Agreement, Customer understands that WPG shall bear no responsibility for the performance, repair or warranty of any of Customer's software or hardware products or any software, hardware product or service provided to Customer by a third party and/or vendor, and Customer shall look solely to third party providers for all remedies and support with regard to such products or services. Furthermore, no guarantee is made as to the efficacy or value of any Services performed. With respect to any Products supplied by WPG to Customer hereunder, and to the extent that WPG is not the manufacturer of any hardware or software products that Customer uses or may need to purchase as a result of or relating to WPG Services WPG does not provide any warranties on Products which it does not manufacture, whether with respect to their design, performance, specifications, functionality or compatibility with Customer's system or otherwise. Any such Product warranty must come directly from the manufacturer.

17. SaaS Subscription Warranty Disclaimer. With respect to any Subscription Services provided under this Agreement, WPG makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. All warranties, service level commitments, and remedies applicable to Subscription Services are provided solely by the applicable Vendor, and WPG's sole obligation shall be to pass through any such Vendor warranties to Customer to the extent permitted. Customer's sole recourse for any failure, defect, or non-performance of Subscription Services shall be against the applicable Vendor, and WPG shall have no liability with respect thereto.

18. The purpose of this Agreement is for WPG to provide the Services in accordance with a SOW. In the event that Customer desires to purchase and WPG agrees to sell any third party maintenance, security or other subscription service contract under this Agreement or a SOW, such service shall be deemed a "Product." WPG' sole obligation with respect to a Product shall be to pass through to Customer any warranties, performance metrics or SLAs of the actual service provider, if applicable, and Customer shall look solely to such service provider to remedy any performance failures or other losses resulting from the Product.

19. THIS SECTION 9 SETS FORTH THE ONLY WARRANTIES PROVIDED BY WPG HEREUNDER. WPG DOES NOT WARRANT THAT ANY OF THE DELIVERABLE(S), WORK PRODUCT, CONTENT OR INFORMATION PROVIDED BY WPG WILL MEET CUSTOMER'S PARTICULAR PURPOSE OR REQUIREMENTS, NOR THAT THE OPERATION OF ANY SUCH MATERIALS WILL BE UNINTERRUPTED AND/OR ERROR-FREE. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF, CUSTOMER AND DO NOT EXTEND TO ANY THIRD PARTY. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR OTHERWISE.

20. INDEMNIFICATION

In the event that Customer provides WPG with access to software, specifications, content or other Customer-provided materials ("Customer Materials"), Customer hereby agrees to indemnify, hold harmless and defend WPG from and against any and all Liabilities incurred by or asserted against WPG in connection with any third party claim to the extent such Liabilities result from the infringement of any third party's trade secret, trademark, copyright or patent rights. Customer hereby agrees to indemnify, hold harmless and defend WPG from and against all Liabilities incurred by or asserted against WPG in connection with any third party claim to the extent such Liabilities are based upon the material created by WPG for Customer.

21-23. LIMITATION OF LIABILITY

21. In no event shall wpg be liable for indirect, consequential, special, incidental, punitive or exemplary losses or damages, lost data, or cost of procurement of substitute products or services or for lost profits of any kind, regardless of the forseeability thereof and regardless of the cause of action under any legal or equitable theory arising out of or in any way connected with this agreement. Wpg' liability hereunder, if any, shall be strictly limited to direct damages, which will not exceed the lesser of i) the amount due during the six (6) months preceding the event giving rise to the liability or ii)$50,000. In no event shall wpg be liable for any claim(s) by a third party. The foregoing limitation of liability is cumulative and not per incident.

22. No action whatsoever arising out of transactions under this agreement may be initiated by either party more than one (1) year after the cause of action accrued, except for payments owed hereunder.

23. The Parties understand and agree that the limitations of liability set forth in this Section 11 are a reasonable allocation of risk between the Parties and, absent such allocation, WPG would not be able to charge the prices it is charging for the Services. Furthermore, the limitations of liability set forth in this Agreement shall apply notwithstanding any failure of essential purpose of any limited remedy provided.

24-34. GENERAL PROVISIONS

24. RELATIONSHIP OF THE PARTIES. The relationship created hereunder between the Parties shall be solely that of independent contractors entering into an agreement. No representations or assertions shall be made or actions taken that could imply or establish any agency, fiduciary, joint venture, partnership, employment or other relationship between the parties with respect to the subject matter of this Agreement. WPG reserves the right to subcontract with individuals and businesses.

25. NOTICES. Any notices required to be given under the terms of this Agreement shall be in writing and sent by a nationally recognized overnight carrier that obtains a receipt, or certified mail, postage prepaid, return receipt requested, to the address set forth in the introductory paragraph above or such other address as a Party from time to time may have designated by written notice. Notices will be deemed given the date constructive receipt is received or the date of first refusal. Notices regarding defaults hereunder may first be given orally so long as written notice according to the provisions of this Section 20 is provided thereafter. All notices to WPG must be sent to the attention of the General Counsel, with copy to VP, Contracts at the same address.

26. PRESS RELEASES. Any press release(s), announcements, publications or any other media releases regarding this Agreement shall be mutually agreed upon in writing by the Parties prior to release. Neither Party will make any attribution, representations or warranties about the other Party that the other Party has not first approved in writing.

28. Entire Agreement. This Agreement, together with properly executed SOW(s) and/or other attachments hereto, shall constitute the entire agreement and understanding between the Parties and supersede all representations, oral or written, which have been made by either Party or its agents or representatives prior to, or contemporaneous with, the execution of this Agreement. Neither the terms of any Purchase Order, invoice, or other instrument documenting a payment or transaction that is issued by either Party in connection with this Agreement, nor any other act, document, usage, custom, or course of dealing shall modify the terms of this Agreement. Terms contained in Customer's Purchase Orders, offers to buy, terms and conditions and the like shall have no effect. In the event of any conflict between this Agreement and a SOW, the SOW shall control, but only with respect to the Services set forth therein.

29. Binding Effect. A duly authorized representative or officer of each Party must sign any changes, modifications or amendments to this Agreement. This Agreement does not supersede or terminate any non-disclosure or confidentiality agreement already in existence between the Parties.

30. Assignment. Customer shall not sell, assign, or transfer its rights under this Agreement, either in whole or in part, or any of its obligations hereunder, without the prior written consent of WPG. Any such attempted assignment shall be void.

31. Severability. If any term or provision of this Agreement and/or SOW(s) is held to be prohibited by or illegal, unenforceable or invalid under applicable law or court of competent jurisdiction, such term or provision will be ineffective only to the extent of such prohibition, illegality, unenforceability or invalidity, and the remaining provisions shall not be affected thereby.

32. Choice of Law. The laws of the State of New York excluding its conflict of laws provisions, shall govern, construe and enforce all of the rights, remedies and duties of the Parties arising from or in any way related to the subject matter of this Agreement and/or SOW(s). The United Nations Convention on Contracts for the International Sale of Goods does not apply. The jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located inside of New York County within the State of New York, and the Parties hereby consent to such jurisdiction and venue. In the event it is necessary for WPG to bring legal action due to Customer's non-payment, WPG shall be entitled to recover all costs of such action, including reasonable attorneys' fees. The Parties waive, to the extent permitted by law, all rights to a jury trial.

33. Force Majeure. In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of a Force Majeure Event, the Party who has been so affected shall promptly give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. Delays in delivery due to Force Majeure Events shall automatically extend the delivery date for a period equal to the duration of such events and any warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such event. A Force Majeure Event, however, shall not apply to or extend Customer's obligation to pay for Products or Services.

34. Survival. The provisions of Sections 5, 7, 8, 9, 10, 11, 12, and 15 shall survive the expiration or termination of this Agreement and/or SOW(s) for any reason.

35-44. DEFINITIONS

35. Definitions. As used in this Agreement:

36. Confidential Information means the terms and provisions of this Agreement and any related documents delivered hereunder, together with all data, reports, analyses, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement. Parties agree to protect each other's Confidential Information from unauthorized disclosure to any third party and to disclose the Confidential Information only as required in the performance of this Agreement and/or Purchase Orders, or as may be required by law or otherwise. Confidential Information must be in writing or other tangible form, marked with an appropriate legend. If not in written or tangible form, it must be identified as confidential at the time of disclosure and summarized and delivered to other Party within three days following disclosure. Does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was in the possession of the receiving Party at the time of disclosure or later becomes available from a third party without obligation of confidentiality; (iii) is lawfully received by the receiving Party from a third party without breach of this Agreement, provided that the receiving Party is not obligated under separate agreement to hold such information in confidence; (iv) is independently developed by or for the receiving Party without access to confidential information, as evidenced by written records; or (v) the receiving Party is required to disclose pursuant to a valid order of court or other governmental body thereof; provided, however, that the recipient of the information shall first give notice to the disclosing Party and make a reasonable effort to obtain a protective order requiring that the information and/or documents so disclosed will be used for the purposes for which the order was issued.

37. Customer Site means the physical site(s) designated by the Customer (other than WPG sites) where the Services may be performed.

38. Documentation means all operator's and user's manual, training materials, guides, commentary, technical, design or functional specifications, requirements documents, proposals, schedules, listings and other materials related to the Products pursuant to this Agreement or any consulting or professional services agreement.

39. Existing Materials means any confidential or proprietary materials in which WPG or its suppliers have a pre-existing intellectual property interest and/or proprietary works of authorship, pre-existing or otherwise, that have not been created specifically for Customer, including without limitation computer programs, methodologies, templates flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, administrative records and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, know-how, techniques, knowledge or data, and any derivatives thereof, which have been originated, developed or purchased by WPG, a parent or affiliated company of WPG, or by third parties under contract to WPG or to a parent or affiliated company of WPG.

40. Force Majeure Event means any event which is a result of a judicial or government decree, regulation or other direction not the fault of the Party who has been affected, communication line failure, 911 system failure, or 911 call inadequate response or failure, power failure and any natural disaster or act of God, war, terrorism, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, earthquake, weather, lockouts, strikes, the unavailability of personnel due to injury, sickness, death or termination of employment, either voluntary or involuntary, or, without limitation, any other cause beyond such Party's reasonable control.

41. Product means third-party IT related hardware equipment, software or subscription service as resold by WPG to Customer.

42. Purchase Order or PO means each purchase order issued pursuant to which Customer purchases Products or Services, as accepted by WPG.

43. Services means Managed Services and any other related services provided by WPG and/or its subcontractor to Customer as defined in the applicable, mutually agreed upon SOW, Statement of Work and as described in the standard Service Description.

44. Service Descriptions means the WPG Managed Service Descriptions document in effect as of the Effective Date and as updated from time to time by WPG; and the Services, responsibilities, and exclusions described in the standard Managed Service Description as posted at www.WPG.com (or such other location of which WPG may notify Customer from time to time).