This MASTER SERVICES AGREEMENT (this “Agreement”), is by and between HI-TEK DATA, CORP.
(“HTD”), a New York corporation having an address at 6901 Jericho Tpke., Suite, 107, Syosset, NY 11791, and
the applicable “Client”.

  1. Services. During the Term (hereinafter defined) of this
    Agreement, HTD will provide to Client certain services as more particularly set forth in each Statement of Work
    (“SOW”) or signed quotation sent by HTD (which is also considered an SOW) electronically entered into
    from time to time by and between HTD and Client. All of such Services shall be subject to the terms and
    conditions of this Agreement and such terms and conditions that are set forth in the SOW, it being
    understood and agreed that in the event that any terms in this Agreement conflict with terms in the SOW, the
    terms of the SOW shall govern and control
  2. Compensation.
    1. In exchange for HTD’s performance of the Services pursuant to each SOW,
      Client shall pay HTD a fee pursuant to the terms set forth in each such SOW (subject to Client’s right
      of set-off for any Service Level Credits accrued under such SOW). HTD will deliver to Client, at the
      address specified in this Agreement, invoices from time to time pursuant to the invoice cycle set forth
      in each respective SOW.  Timesheets, if applicable to the Services, supplied by Client, shall be
      submitted with each such invoice.  Client shall pay such invoices or parts thereof that are undisputed
      within thirty (30) days of the invoice date. Any item on an invoice to be disputed must be disputed
      within 30 days of the invoice date with explanation and supporting evidence (if any) to support the
      dispute. Any item that is not so disputed shall be considered an undisputed charge.
    2. In the event any undisputed invoice or charge is not paid within 30 days,
      Client shall pay to HTD, all costs and attorney’s fees incurred by HTD to collect such past due amount.
      Any past due amount shall accrue interest at a rate of the lower of 1.5% per month or the maximum
      allowable rate of interest permitted by law on any unpaid balance from the date of invoice until paid
      once 30 days has passed without full payment. HTD reserves the right, but not the obligation, to suspend
      part or all of the Services without prior notice to you, including email, cloud hosting, & other 3rd
      party services billed by HTD in the event that any portion of undisputed fees are not received by HTD
      within 30 days of the invoice date. A re-connect fee may be charged to Client if HTD suspends the
      Services due to nonpayment. HTD may also terminate this Agreement or any and all SOWs in the event that
      undisputed fees are not received by HTD within 60 days of the invoice date.
    3. The billing rates, as reflected in any SOW, may be amended by mutual
      agreement of both parties in writing without otherwise affecting the understanding contained in this
      Agreement or such SOW.
    4. Client shall further reimburse HTD for all reasonable and pre-approved expenses incurred by any consultant of HTD (each an “HTD Consultant”) while performing the Services hereunder. A statement detailing the expenses incurred and signed by HTD must be submitted to Client with each monthly invoice. Payment for such expenses will be made in the same manner as for time worked.
    5. Client may withhold from payment any and all payments of fees that Client disputes in good faith, pending resolution of such dispute, provided that Client: (i) timely renders all payments and amounts that are not in dispute; (ii) notifies HTD of the dispute as indicated in 2.i.; (iii) works with HTD in good faith to promptly resolve the dispute; and (iv) promptly pays any amount determined to be payable by resolution of the dispute, no more than 30 days following resolution. HTD shall not fail to perform any obligation hereunder by reason of Client’s good faith withholding of any fees in accordance with this Section 2.v.
    6. HTD’s fees are fixed during the Term. HTD may increase fees for any renewal Term by providing written notice to Client at least 60 calendar days prior to the commencement of such renewal term or as defined in the SOW for the service provided.
  3. Independent Contractor Status. HTD is engaged by Client as
    an independent contractor and not an employee, agent, affiliate, partner, joint venture, or representative of
    Client or Client’s customers, and nothing in this Agreement should be construed to create a partnership, joint
    venture or employer-employee relationship. Neither HTD nor any of its HTD Consultants are an agent of Client or
    Client’s customers, nor are they authorized to make any representation, contract or commitment on behalf of
    Client or Client’s customers. The HTD Consultants will not be entitled to any of the benefits which Client or
    Client’s customers may make available to their employees, such as group insurance, profit-sharing or retirement
    benefits. HTD will be solely responsible for all tax returns and payments required to be filed with or make to
    any federal, state or local tax authority with respect to the HTD Consultants’ performance of the Services and
    receipt of fees under this Agreement. Because HTD is an independent contractor, neither Client nor Client’s
    customers will withhold or make payments for social security; make unemployment insurance or disability
    insurance contributions; or obtain worker’s compensation insurance on HTD’ or any HTD Consultant’s behalf.
    Neither Client nor Client’s customers shall be responsible for withholding taxes with respect to HTD’ fees
  4. Force Majeure. Neither HTD nor Client shall be liable for
    and shall be excused from performance under this Agreement, including without limitation for any delay in
    providing or failure to provide Services, where such non-performance is occasioned by failure or interruption of
    power, transportation or other utilities, labor dispute, strike, war, nuclear disaster, riot, insurrection,
    terrorist act, fire, flood, accident, storm, acts of nature or any other cause beyond such excused party’s
    reasonable control, provided that: (i) the affected party provides prompt notice to the other party, stating the
    period of time the occurrence is expected to continue; and (ii) the affected party uses diligent efforts to end
    the failure or delay and minimize the effects of such Force Majeure event. No HTD personnel shall be liable for
    any damages arising from or related to a loss resulting from a Terrorist Event (hereinafter defined) occurring
    during the course of HTD’ performance under this Agreement. “Terrorist Event” is the use or threatened use of
    force or violence against persons or property (including the disruption of utility, electronics or
    communications systems) undertaken by any person or group of persons, regardless of whether they are acting in
    connection with any organization, government, or military force, to intimidate, coerce or harm a government or
    the civilian population or a segment thereof (including, but not limited to, any act recognized as an act of
    terrorism by any agency or branch of the United States government or any of its constituent states, territories
    or possessions), or to disrupt any segment of the economy. Client, and not HTD, shall be solely responsible for
    purchasing insurance for Client’s losses arising from or related to any Terrorist Event or occurrence. The
    parties agree that a cyberattack made possible by insufficient security practices and/or systems of Client so
    long as the insufficiency was under the purview of HTD’s work, the attack was the result of a failure on the
    part of HTD to reasonably protect Client or itself from said attack and was not due to the failure of Client to
    authorize or institute HTD’s recommendations shall neither be considered outside the reasonable control of HTD
    nor shall same constitute a Terrorist Event.
  5. Term and Termination; Survival.
    1. Term and Termination. The initial term of this Agreement shall be for a
      period of time as set forth in the SOW (the “Term”), unless terminated sooner in accordance with this
      Agreement. Client may terminate this Agreement (i) if Client does not have an active SOW in place with HTD,
      upon sixty (60) days’ prior written notice; (ii) upon sixty (60) days’ prior written notice, should HTD
      raise the per user billing rates without Client’s prior written consent (unless HTD cures within the notice
      period by reducing rates to prior rate or rate agreeable by the parties);. Upon expiration or termination of
      this Agreement, (1) Client will pay HTD in full for all Services provided by HTD through the end of the
      current term in force and (2) Client will immediately cease all use of the Services. Notwithstanding any
      provisions of this Agreement or any SOW to the contrary, upon termination of this Agreement or any SOW,
      Client shall have the right and option to continue to access and use the Services under each applicable SOW,
      in whole and in part, for a period not to exceed 90 days from the effective date of such termination
      pursuant to the terms and conditions of this Agreement and the each applicable SOW hereunder and at the
      applicable fees set forth in each such SOW.
    2. Survival.All Sections of this Agreement which by their nature should
      survive termination will survive termination.
  6. Confidentiality.
    1. Confidential Information.Each party acknowledges that the other party and
      the other party’s customers, if applicable, are the owner of valuable trade secrets, know-how, technology,
      data, business operations, plans and confidential and/or proprietary information, and may also possess
      confidential and/or proprietary information of others in the course of its business. Each party further
      acknowledges that, as a result of this Agreement, each party may come into possession of such information as
      well as customer lists and records, customer file structures and layouts, similar or related information for
      the disclosing party and/or its customers, and information pertaining to technical capabilities, strategies,
      pricing and the like. All such information, in any form or medium (whether oral, written, electronic, or
      other) is hereinafter collectively referred to as “Confidential Information.” Notwithstanding the foregoing,
      “Confidential Information” does not include information that: (i) was rightfully in the receiving
      party’s possession without restriction on use or disclosure before receipt from the disclosing party; (ii)
      is or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully
      received by the receiving party from a third party without a duty of confidentiality; (iv) is disclosed by
      the disclosing party to a third party without a duty of confidentiality on the third party; (v) is
      independently developed by the receiving party without reference to or reliance upon the disclosing party’s
      Confidential Information; (vi) is required to be disclosed by law order of court, other legal process,
      governmental agency or regulatory authority, provided the disclosing party is given, to the extent feasible
      under the circumstances, reasonable advance notice and an opportunity to seek a protective order; or (vii)
      is disclosed by the receiving party with the disclosing party’s prior written approval, but only to the
      extent of such approved disclosure. Notwithstanding anything else stated in this Agreement, if a receiving
      party is compelled to disclose any such information, it shall furnish only such portion of the information
      as it in its legal counsel’s opinion is legally required to be disclosed. (viii) must reasonably be
      disclosed to respond to claims against it. (ix) to protect the rights, property or personal safety of the
      party, its users or the public.
    2. Non-Disclosure. Each party agrees that, except as directed by the other
      party it will not at any time during or after the term of this Agreement disclose any Confidential
      Information of the other party to any person whatsoever, or permit any person whatsoever to examine and/or
      make copies of any reports or any documents prepared by it or that come into its possession or under its
      control by reason of this Agreement, and that, upon termination of this Agreement, the receiving party will
      promptly turn over to the disclosing party all Confidential Information and other documents, papers and
      other matter in receiving party’s possession or under its control that relate to the disclosing party or its

      Each party agrees that, except as otherwise provided for in this Agreement, it will, during or for five (5)
      years following the end of the Term of this Agreement: (i) not access or use, or permit the access or use
      of, Confidential Information other than as necessary to exercise its rights or perform its obligations under
      and in accordance with this Agreement; (ii) not use or permit the use of any of the disclosing party’s
      Confidential Information, directly or indirectly, in any manner to the detriment of the disclosing party or
      to obtain any competitive advantage over the disclosing party; (iii) safeguard the Confidential Information
      from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own
      confidential and/or proprietary information and in no event less than a reasonable degree of care; (iv) not
      disclose or permit access to Confidential Information other than to its officers, directors, employees,
      agents, consultants, contractors and advisors who: (1) need to know such Confidential Information for
      purposes of the receiving party’s exercise of its rights or performance of its obligations under and in
      accordance with this Agreement; (2) have been informed of the confidential nature of the Confidential
      Information and the receiving party’s obligations under this Section 6; and (3) are bound by written
      confidentiality and restricted use obligations at least as protective of the Confidential Information as the
      terms set forth in this Agreement; and (v) notify the disclosing party in writing immediately any
      unauthorized disclosure or use of the disclosing party’s Confidential Information and cooperate with the
      disclosing party to protect the confidentiality and ownership of the disclosing party’s Confidential
      Information. Upon termination of this Agreement, the receiving party will promptly turn over to the
      disclosing party all Confidential Information of the disclosing party and other documents, papers and other
      matter in receiving party’s possession, custody or control based upon or derived from the disclosing party’s
      Confidential Information, except for such Confidential Information contained in electronic backup or
      disaster recovery systems, and such Confidential Information shall remain subject to the terms of this
      Agreement. Notwithstanding the foregoing, the receiving party shall be entitled to keep one (1) copy of the
      Confidential Information of the disclosing party for audit, compliance or regulatory purposes, and such
      Confidential Information shall remain subject to the terms of this Agreement.

    3. Injunctive Relief. Each party acknowledges that disclosure of any
      Confidential Information may give rise to irreparable injury to the disclosing party or the owner of such
      information, which may not be adequately compensated by an award of damages. Accordingly, the disclosing
      party may seek injunctive relief against the breach or threatened breach of the foregoing undertakings,
      without the necessity of posting any bond or other security, in addition to any other legal remedies which
      may be available.
  7. Non-Solicitation. Unless otherwise set forth in any SOW hereto, neither of HTD or Client nor any of their respective affiliates or agents will, except by means of a general solicitation or general advertising, for a period of two (2) years from the Effective Date, directly solicit to employ any consultant or representative of the other, who is now providing, or has at any time provided, any work pursuant to the terms of this Agreement. Each party acknowledges that a breach of any of the covenants set forth in this Section 7 may cause irreparable damage to the non-breaching party. Accordingly, each party agrees that in the event of any breach or threatened breach by a party or any of its affiliates or agents of any of the provisions of this Section 7, in addition to any other remedy that may be available at law or in equity, the non-breaching party shall be entitled to seek specific performance and injunctive relief, without posting bond or other security. In the event of a breach, the breaching party shall pay the non-breeching party an amount equal to ten (10%) percent of the highest monthly fee received by HTD during the previous twelve (12) months multiplied by twelve (12).
  8. Arbitration: . The parties hereto agree that all disputes of whatever nature, excluding any claims arising for breach of confidentiality or any claims concerning intellectual property rights infringement arising under federal law, that may arise between them (except where injunction has been reserved as an option) which have not been resolved between the parties shall be resolved by binding arbitration using one neutral arbitrator selected through the procedures of the American Arbitration Association (“AAA”) then in effect. The arbitration shall take place in Nassau County and shall be conducted with the following guidelines:

    1. the party desiring arbitration shall notify the other in writing and if the parties cannot agree on an arbitrator within fifteen (15) days, the Nassau County branch of the AAA shall select an impartial arbitrator from the list of qualified, non-partial arbitrators (who shall be experienced business or commercial law attorneys and recognized experts in the field of computer and software license agreements) suggested by the AAA;

    2. The arbitration shall be governed by the then-applicable commercial arbitration rules promulgated by the AAA. The decision of the arbitrator shall be rendered within ten (10) days, or as soon as practical, following the close of the arbitration proceedings and shall be in writing and, except for reasons specified in Section 7511(b) and (c) of the New York Civil Practice Law and Rules, shall be final, binding, nonappealable, nonprecedential and completely confidential. The decision of the arbitrator, including the awarding of damages and/or the issuance of an injunction, may be entered as a judgment in any court of appropriate jurisdiction. The party violating the terms of the arbitrator’s award shall be liable of all costs of enforcement of such determination, excluding counsel fees and court costs. Client shall be responsible for HTD reasonable attorney’s and other related fees regarding the collection of payment as a result of non-payment of services. The losing party shall pay the full cost of the arbitrator and of the costs of arbitration (including the filing fee to engage the AAA as part of the arbitration process excluding attorney’s fees of the winning party).

    Ownership; Intellectual Property; Miscellaneous.

    1. Client acknowledges that HTD’s Services may include information, communications, code, software, photos, texts, video, graphics, sounds, images, logos and other material and services (collectively the “Content”) that are owned, provided and maintained by HTD or its affiliates. The Content is protected by copyrights, trademarks and proprietary rights. Except solely in connection with services provided, Client may not copy, reproduce, distribute, or create derivative works from the Content. Client shall ensure that any recipient shall be bound by the confidentiality and non-disclosure/distribution provisions herein. Client shall be liable for any breach by any party to which it provided copies, distribution or reproduction. HTD and its affiliates retain all rights not expressly granted.
    2. Client represents and warrants that all materials and the copyrights or other intellectual property therein, including but not limited to text, graphics, photos, designs, illustrations, audio clips, data, trademarks, or other artwork, information, content, or material (whether written, graphic, sound or otherwise) furnished to HTD by Client for use by HTD in connection with the Services are owned by Client, or that Client has a valid license or other permission from the rightful owner of such intellectual property to use each of these elements (collectively, the “Client Data”), and Client shall hold harmless, protect, indemnify and defend HTD and its subcontractors, agents, servants, successors and assigns from any and all third party liability (including reasonable attorneys’ fees), including any third party claim or suit arising from HTD’s use of such Client Data used in conformity with Client’s instructions. HTD acknowledges that, as between HTD and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to HTD a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use and display the Client Data solely through HTD’s performance of the Services to Client. Upon termination of this Agreement, HTD will promptly turn over to Client (or destroy, if requested) all Client Data in HTD’s possession, custody or control, including without limitation all Client Data in the possession, custody or control of HTD’s Subcontractors (hereinafter defined) subject to the other provisions herein.
    3. Client will only use the Services for lawful purposes in compliance with all applicable laws including without limitation, copyright, trademark, obscenity and defamation laws.
    4. HTD shall comply with all applicable laws as they concern this Agreement or the subject matter hereof, including by securing and maintaining all required and appropriate visas, employee work permits, and other documentation and clearances necessary for performance of the Services and by entering into any agreements with third parties including Subcontractors.
    5. HTD shall hold harmless, protect, indemnify and defend Client and its subcontractors, agents, servants, successors and assigns from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that any HTD intellectual property, Content or any use of the Services in accordance with this Agreement, infringes, misappropriates or otherwise violates such third party’s intellectual property rights, provided that Client promptly notifies HTD in writing of the claim, reasonably cooperates with HTD at HTD’s expense, and allows HTD sole authority to control the defense and settlement of such claim. HTD shall not settle any such claim on any terms or in any manner that adversely affects the rights of Client without Client’s prior written consent. Client shall not unreasonably withhold its consent. Client may participate in and observe any proceedings in connection with any such claim at its own cost and expense with counsel of its own choice. If such a claim is made or appears possible, Client agrees to permit HTD, at HTD’s sole expense, to (A) modify or replace the HTD intellectual property, Content, Services or component or part thereof, to make it non-infringing, or (B) obtain the right for Client to continue use. If neither of these alternatives are commercially reasonable, HTD may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client, provided that HTD shall refund or credit to Client all amounts Client paid in respect of the Services that Client cannot reasonably use as intended under this Agreement.
    6. HTD Warranties.

      HTD represents and warrants to the Client that:
      1. Neither HTD’s grant of the rights or licenses hereunder nor its performance of any Services or other obligations under this Agreement does or at any time will: (i) conflict with or violate any applicable law, including any law relating to data privacy, data security, or personally identifiable information; (ii) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (iii) require the provision of any payment or other consideration by Client to any third party;
      2. the Services and all other materials provided by HTD under this Agreement will not infringe, misappropriate, or otherwise violate any intellectual property right or any other right of any third party;
      3. the Services will conform to and perform in accordance with all requirements of this Agreement, including the Availability and Availability Requirement provisions set forth in the SOW;
      4. the Services are and will remain free of any virus, Trojan horse, worm, backdoor, ransomware or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive Client of its lawful right to use the Services; and
      5. HTD will perform all Services in a professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using HTD personnel with the requisite skill, experience, and qualifications, and shall devote adequate resources to meet its obligations under this Agreement.
      6. Loss. HTD shall not be responsible for any damage or loss caused by hacking, breach, phishing attempt, denial of service attack, virus, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, ransomware or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information or collect a ransom unless such damage or loss was a result of HTD’s failure to provide or offer to provide commercially reasonable protection for same. In the event client declines a particular protection that HTD feels is detrimental for reasonable protection and provides a proposal for, sign-off of declination may be required.
      7. Hardware and Software
        1. Title: Client acknowledges and agrees that title to all HTD hardware and software installed or placed on site at Client’s premises or location in connection with this Agreement remains in HTD at all times (or its licensors or manufacturers), and that all Client Equipment installed or placed on site at HTD’s premises or location in connection with this Agreement remains in Client at all times.
        2. Maintenance: Client shall maintain service and keep in good repair each item of Client equipment used in connection with the Services at Client’s own expense, except for normal wear, tear or depreciation. Client shall comply with all laws and regulations applicable to the Client equipment and the HTD equipment used in connection with the Services and shall keep such HTD Equipment free and clear of any claims, liens, or encumbrances, other than those imposed by HTD, if any. Each party shall be responsible for the other party’s equipment maintained on their premises.
        3. No Other Warranties: HTD has made and makes no representations or warranties, oral or written, express or implied, in connection with the HTD equipment, including warranties of merchantability or fitness for a particular purpose.
        4. Hold Harmless: Client shall indemnify, defend and hold harmless HTD, its agents, servants, successors and assigns from and against all losses, damages, or other liabilities that arise with respect to Client’s use and maintenance of any hardware or software sold, leased or licensed by HTD to Client to the extent that the manufacturer is responsible. HTD may only be held liable if the loss, damage or liability is a direct result of HTD’s act or omission.
      8. Subject to and pursuant to this Agreement, Client is granted a limited, non-exclusive, non-transferable license (the “License”) to use HTD’s proprietary software relating to the Service (“Proprietary Software”) and, if purchased by Client, the online backup software (“Backup Software” and, together with the Proprietary Software, sometimes hereinafter referred to as the “Software”), in object code form only and only during the Term of this Agreement. Client is further granted a non-exclusive, non-transferable license to use any user manuals, handbooks, guides and other documents and materials relating to the Services whether in electronic or hard copy format, such materials to be made available to Client. As an express condition of this License and except as otherwise permitted by this Agreement; client will not, in whole or in part, directly or indirectly, modify, adapt, translate, rent, lease, loan, resell, copy, distribute, or otherwise transfer the software, or modify, transfer, or create derivative works based upon the software, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the software, use the software for service bureau purposes, timesharing, or for the benefit of a third party, or remove any proprietary labels or notices on the software.
      9. Support. Subject to the terms hereof, HTD will provide Client with support services for the Services and Software as detailed in the applicable SOW.
      10. U.S. Government Matters. Client acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. Client agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.
  9. Subcontracting. HTD shall not itself, and shall not permit any other individual to, subcontract any Services, in whole or in part, without the foregoing:
    1. HTD shall ensure each HTD subcontractor (including any subcontractor of a HTD subcontractor, each, a “Subcontractor”) complies with all relevant terms of this Agreement, including all provisions relating to Client Data and/or Confidential Information of Client;
    2. Client’s consent to any such Subcontractor shall not relieve HTD of its representations, warranties, or obligations under this Agreement;
    3. HTD shall remain responsible and liable for any and all: (i) performance required hereunder, including the proper supervision, coordination, and performance of the Services; and (ii) acts and omissions of each Subcontractor to the same extent as if such acts or omissions were by HTD;
    4. Any breach by any Subcontractor or its employees or agents with the provisions of this Agreement or any SOW will constitute a breach by HTD; and
    5. prior to the provision of Services by any Subcontractor, HTD shall obtain from each such proposed Subcontractor:

      (i) the identity of such Subcontractor

      (ii) a written acceptance to comply with the terms of this agreement by the Subcontractor prior to work being performed.

  10. Limitation of Liability; Warranty Disclaimer.
    1. Except as expressly otherwise provided in section 8 of this agreement, in no event will either party be liable under or in connection with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether either party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. except as expressly otherwise provided in section 9 of this agreement, in no event will the aggregate liability of either party arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed the total amount paid by client to HTD and/or amounts billable by HTD under this agreement in the 12 month period preceding the event giving rise to the claim. This limit does not apply to any damages for bodily injury (including death) and damage to real property and tangible personal property.
      1. HTD shall not be liable to the Client for any losses, damages, liabilities, deficiencies, actions, penalties, fines or any other claims or liabilities (“Losses”) under this Agreement or any SOW if any of the following occur: The Losses result or arise from, directly or indirectly, any actions, inactions, services, hardware, software, technology solutions or other causes that are outside of the scope of Services provided by HTD at the time of the Loss or otherwise not controlled, managed or provided by HTD; or
      2. Client fails to comply with the recommendations provided by HTD in the Technology Plan (as later defined herein) and the Losses result or arise, directly or indirectly, from such failure to comply.
    2. HTD shall provide to Client certain recommendations that follow industry best standards and commercially reasonable guidelines, referred to as the “Technology Plan,” which Technology Plan shall be amended upon periodically scheduled meetings with the client.
    3. HTD provides products “as is” without warranties of any kind express or implied, including the implied warranties of merchantability and fitness for a particular purpose. However non-HTD manufacturers or suppliers may provide their own warranties to Client.
  11. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in persona jurisdiction in the courts of New York, Counties of Suffolk and Nassau, including the United States courts located in and for the Eastern District of New York, and to all proceedings in such courts. Subject to the arbitration provision in Section 8 herein, the parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any lawsuit, legal proceeding, case or controversy arising either, directly or indirectly, under or in connection with this Agreement or the transactions contemplated hereby and that they will not contest or challenge the jurisdiction or venue of these courts.
  12. Insurance.
    1. Required Coverage. At all times during the Term and for a period of two (2) years thereafter, HTD shall procure and maintain, at its sole cost and expense, insurance coverage in the following types and amounts:
      1. Commercial General Liability with limits no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, which policy will include contractual liability coverage insuring the activities of HTD under this Agreement;
      2. Worker’s Compensation and employers’ liability insurance with limits no less than the greater of (i) $1,000,000.00; and (ii) the minimum amount required by applicable law for each accident and occupational illness claim;
      3. Technology Security and Web-Media Services Insurance coverage related to unauthorized acquisition, access, use physical taking, identity theft, release, distribution or disclosures of personal and corporate information; breaches by third parties and employees, with limits no less than $1,000,000 in the aggregate;
      4. A professional liability and errors and omissions insurance policy, in form and substance of the type customarily in force with respect to entities engaged in similar services as HTD, with at all times a principal face amount of no less than $1,000,000.
    2. Policy Terms. All insurance policies required pursuant to this Section 12 shall: (i) be issued by insurance companies with a Best’s Rating of no less than A-; and (ii) provide that such insurance carriers give Client at least thirty (30) days’ prior written notice of any cancellation or non-renewal of, or material change in, the coverage, scope, or amount of such policy and, prior to any such cancellation, non-renewal, or material change in coverage, HTD shall have new insurance policies in place that meet the requirements of this Section 13;
    3. Certificates of Insurance. Upon Client’s written request, HTD shall provide Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 12. HTD shall not do anything to invalidate such insurance. HTD shall give 30 days’ prior written notice to Client of any cancellation, non-renewal, or material change in coverage, scope, or amount of any insurance policy required by or affecting Client’s rights or remedies under this Agreement.
    4. Non-Waiver. This Section 13 is not intended to and shall not be construed in any manner as to waive, restrict, or limit the liability of either party for any obligations under this Agreement (including any provisions hereof requiring a party to indemnify, defend and hold harmless the other party).
  13. Miscellaneous.
    1. Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.
    2. Entire Agreement This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.
    3. Notices.
      Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 14.c.:
      If to HTD:        Hi-Tek Data, Corp.
      6901 Jericho Tpke., Suite 107
      Syosset, NY 11791
      Email: adamh@hitekdata.com
      Attention: Adam Hartley
      If to Client:        Client Main Address

      Notices sent in accordance with this Section 13.c. will be deemed effectively given: (a) when received, if delivered by hand; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email with confirmation of transmission, if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours so long as method (a) or (b) is also utilized; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

    4. Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.
    5. Ambiguity. The parties agree that this agreement is deemed drafted by both parties so that no ambiguity shall be read against one party as opposed the other.
    6. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by each party hereto, and their respective permitted successors and assigns, except that neither party may assign any of its duties or rights hereunder, other than to an affiliate or to an entity succeeding to the business of such party whether by merger, consolidation, reorganization, acquisition, sale or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. No assignment will relieve the assigning party of any of its duties hereunder.
    7. Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. On Client’s reasonable request, HTD shall, at Client’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to effectuate any subsequent provider hired by client to replace to HTD providing all or any part of the Services that can be legally transferred pursuant to any relevant contracts involving HTD, Client or any third-party, including all or any part of the Services currently provided by Subcontractors, including without limitation those Services provided by Datto, Inc. and Microsoft Corporation.
    8. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement or required by applicable law, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other party.
    9. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any lawsuit, legal proceeding, case or controversy arising either, directly or indirectly, under or in connection with this Agreement or the transactions contemplated hereby.
    10. Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by both parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.