Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Other capitalized terms are defined elsewhere in this Agreement and shall have the meanings ascribed to them in the sections in which they are defined. 1.1 "Acceptable Use Policy" means the acceptable use policy governing Customer's use of the ArcMesh Platform and the Services, as set forth in E

Section 2.1 — Effective Date and Commencement. This Agreement shall become effective as of the Effective Date. The Parties acknowledge and agree that the signing and closing of this Agreement are simultaneous events occurring on the Effective Date, and that the Services shall commence on the Effective Date, subject to the satisfaction or waiver of the conditions precedent set forth in Article 9. From and after the Ef

Section 2.2 — Initial Term. The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue for a period of five (5) years, expiring at 11:59 p.m. Eastern Time on June 8, 2028, unless this Agreement is earlier terminated in accordance with the provisions of Article 15 or otherwise as expressly provided herein. During the Initial Term, the Total Contract Value shall be S

Section 2.3 — Renewal Terms. Upon expiration of the Initial Term, this Agreement shall automatically renew for up to two (2) successive renewal terms of two (2) years each (each, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least one hundred eighty (180) days prior to the expiration of the then-current term (whether the Initial Term or a Renewal Term, as applic

Section 2.4 — Effect of Expiration. Upon the expiration or termination of this Agreement for any reason, those provisions of this Agreement that by their nature are intended to survive expiration or termination, including, without limitation, the provisions of Article 10 (Intellectual Property), Article 12 (Confidentiality), Article 13 (Indemnification), Article 17 (Limitation of Liability), Article 19 (Governing Law

Section 3.1 — Services. During the Term, Service Provider shall provide Customer with the Services described in the Service Descriptions set forth in Exhibit A (Statement of Work), including, without limitation, the following: (a) Managed WAN Services. Service Provider shall provide managed wide-area network services across all three hundred forty (340) Managed Nodes located in twenty-eight (28) states within the Uni

Section 3.2 — Service Levels. Service Provider shall perform the Services in accordance with the service levels, performance standards, and key performance indicators set forth in the Service Level Agreement (Exhibit B). Without limiting the generality of the foregoing, Service Provider shall maintain a network availability target of not less than ninety-nine and ninety-five hundredths percent (99.95%) monthly uptime

Section 3.3 — Node Locations. The Services shall be provided to and at the Managed Nodes identified in Schedule 1 (Node Locations) attached hereto. Schedule 1 sets forth, for each Managed Node, the physical address, circuit type, bandwidth allocation, and service tier applicable to such node. The Parties may add, remove, or modify Managed Nodes from time to time by mutual written agreement in accordance with the chan

Section 3.4 — Changes to Scope. Any material change to the scope, volume, or specifications of the Services, including the addition or removal of Managed Nodes, changes to service tier classifications, modifications to the Migration timeline, or the engagement of Service Provider for new or additional professional services not contemplated by Exhibit A, shall require a written amendment or change order executed by du

ARTICLE 4 — ARCMESH PLATFORM LICENSE

Section 4.1 — License Grant. Subject to the terms and conditions of this Agreement, including the license restrictions set forth in Section 4.2 and the Acceptable Use Policy (Exhibit D), Service Provider hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable (except as expressly permitted under Section 14.2), limited license to access and use the ArcMesh Platform (version 4.2, as up

Section 4.2 — License Restrictions. Customer acknowledges that the ArcMesh Platform is the proprietary property of Service Provider and is protected by applicable intellectual property laws. Customer shall not, and shall not permit any third party to: (a) sublicense, distribute, sell, lease, rent, lend, or otherwise transfer the ArcMesh Platform or any rights therein to any third party; (b) reverse engineer, decompil

Section 4.3 — Updates and Upgrades. During the Term, Service Provider shall provide all Updates and Upgrades to the ArcMesh Platform as part of the ArcMesh Platform license and maintenance fee set forth in Section 5.1(b) and Exhibit C, at no additional cost to Customer. Service Provider shall provide Customer with reasonable advance notice of any material Updates or Upgrades, including a description of the changes, n

Section 4.4 — Ownership. All right, title, and interest in and to the ArcMesh Platform, including all intellectual Property rights therein, are and shall remain the sole and exclusive property of Service Provider. Nothing in this Agreement shall be construed as transferring, assigning, or conveying to Customer any ownership interest in or to the ArcMesh Platform or any component thereof. Customer's rights with respec

Section 5.1 — Fee Structure. In consideration of Service Provider's performance of the Services and the license grant set forth in Article 4, Customer shall pay Service Provider the Fees set forth in Exhibit C (Pricing Schedule and Fee Structure). The Fee structure is as follows: (a) Managed Network Services (Operations, Monitoring, NOC). Ten Million Five Hundred Thousand Dollars ($10,500,000) per year, representing

Section 5.2 — Invoicing. Service Provider shall invoice Customer on a monthly basis, in advance, on or before the first business day of each calendar month. Each invoice shall set forth in reasonable detail the Services covered, the applicable Fee components, any Service Credits earned during the preceding month, and the net amount due. Customer shall pay all undisputed amounts within thirty (30) days following Custo

Section 5.3 — Annual Escalation. Fees for the managed network services and ArcMesh Platform license and maintenance components are subject to annual escalation as set forth in Exhibit C. Any annual escalation shall take effect on each anniversary of the Effective Date, beginning on the first anniversary. The annual escalation mechanism, including the applicable index or percentage, escalation cap, and calculation met

Section 5.4 — Taxes. (a) Each Party shall be solely responsible for all taxes imposed on its own income, capital, franchise, or similar taxes imposed on such Party by reason of its legal status, organizational form, or business activities generally. (b) Customer shall be responsible for all applicable sales taxes, use taxes, value-added taxes, goods and services taxes ("GST"), harmonized sales taxes ("HST"), provinci

Section 5.5 — Disputed Invoices. Customer may dispute any invoice or any line item of an invoice in good faith by providing written notice to Service Provider within thirty (30) days following Customer's receipt of such invoice. Such notice shall specify in reasonable detail the basis for the dispute and the disputed amount. The Parties shall use commercially reasonable efforts to resolve any invoice dispute within t

Section 5.6 — Late Payment. Any undisputed amounts not paid by Customer when due shall bear interest from the due date until paid in full at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or (b) the maximum rate permitted by applicable law. The accrual of interest under this Section 5.6 shall not limit Service Provider's right to exercise any other remed

ARTICLE 6 — MOST FAVORED NATION PRICING

Section 6.1 — MFN Warranty. Service Provider represents, warrants, and covenants that the per-unit pricing for managed network services charged to Customer under this Agreement shall not, at any time during the Term, exceed the lowest per-unit pricing offered by Service Provider to any other Comparable Customer (defined as any customer of Service Provider maintaining a contract or arrangement with Service Provider fo

Section 6.2 — MFN Audit Rights. Customer shall have the right, exercisable not more than once per calendar year, to audit or cause a nationally recognized independent accounting firm reasonably acceptable to both Parties to audit Service Provider's pricing records, contracts, and related documentation to verify Service Provider's compliance with the most favored nation pricing provisions of this Article 6 and Schedul

Section 6.3 — MFN Remediation. If an MFN audit conducted pursuant to Section 6.2 reveals a pricing differential in excess of three percent (3%) between the per-unit pricing charged to Customer and the lowest per-unit pricing offered to any Comparable Customer during the applicable trailing twelve (12)-month period, Service Provider shall: (a) issue a retroactive credit to Customer in the full amount of the pricing di

Section 6.4 — Detailed Terms. The detailed most favored nation pricing provisions, including the benchmark methodology and calculation mechanics, the definition and qualification criteria for Comparable Customers, exclusions and carve-outs from the MFN comparison, dispute resolution procedures specific to MFN disputes, annual certification and reporting requirements of Service Provider, and the procedures and protoco

ARTICLE 7 — SERVICE LEVELS AND SERVICE CREDITS

Section 7.1 — SLA Standards. Service Provider shall meet or exceed the service levels, performance standards, and key performance indicators set forth in the Service Level Agreement (Exhibit B) throughout the Term. Without limiting the generality of the foregoing, Service Provider shall maintain network availability of not less than ninety-nine and ninety-five hundredths percent (99.95%) monthly uptime, measured on a

Section 7.2 — Service Credit Tiers. In the event that Service Provider fails to meet the network availability target of 99.95% monthly uptime for any Managed Node or group of Managed Nodes in any given calendar month, Customer shall be entitled to Service Credits against the monthly managed services fee (Monthly Run-Rate of $1,250,000) in accordance with the following tiered credit structure: (a) Tier 1: 99.90% to 99

Section 7.3 — Annual Credit Cap. The maximum aggregate Service Credits to which Customer shall be entitled in any twelve (12)-month period (measured from each anniversary of the Effective Date) shall not exceed thirty percent (30%) of the annual managed network services fees, which equals Three Million One Hundred Fifty Thousand Dollars ($3,150,000) per year (calculated as $10,500,000 × 30%). For the avoidance of dou

Section 7.4 — Material Breach. Notwithstanding the Service Credit provisions of Section 7.2 and the annual credit cap of Section 7.3, three (3) consecutive calendar months in which measured network availability falls below ninety-nine and fifty hundredths percent (99.50%) (i.e., three consecutive Tier 3 failures) shall constitute a material breach of this Agreement by Service Provider, entitling Customer to terminate

Section 7.5 — SLA Reporting. Service Provider shall provide Customer with detailed monthly SLA performance reports within ten (10) business days following the end of each calendar month. Each report shall include, at a minimum: (a) measured network availability for each Managed Node and on an aggregate basis; (b) the number and duration of outages, degradations, and incidents; (c) root cause analysis for any incident

Section 7.6 — Sole Remedy. Subject to Section 7.4, Service Credits shall be Customer's sole and exclusive remedy, and Service Provider's sole and exclusive liability, for Service Provider's failure to meet the service levels specified in the Service Level Agreement (Exhibit B). Nothing in this Section 7.6 shall be construed to limit or affect Customer's rights or remedies with respect to (a) a material breach of this

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) Organization and Good Standing. It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires su

Section 8.2 — Service Provider Representations. Service Provider additionally represents and warrants to Customer, as of the Effective Date and on an ongoing basis during the Term (except as otherwise specified), that: (a) Professional Standards. The Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards and practices applicable to managed network se

Section 8.3 — Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY 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, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORM

ARTICLE 9 — CONDITIONS PRECEDENT TO CLOSING

Section 9.1 — Conditions to Customer's Obligations. The obligations of Customer under this Agreement are subject to the satisfaction or written waiver by Customer of each of the following conditions on or before the Effective Date: (a) Accuracy of Representations and Warranties. The representations and warranties of Service Provider set forth in Sections 8.1 and 8.2 shall be true and correct in all material respects

Section 9.2 — Conditions to Service Provider's Obligations. The obligations of Service Provider under this Agreement are subject to the satisfaction or written waiver by Service Provider of each of the following conditions on or before the Effective Date: (a) Accuracy of Representations and Warranties. The representations and warranties of Customer set forth in Section 8.1 shall be true and correct in all material re

Section 9.3 — Simultaneous Signing and Closing. The Parties acknowledge and agree that the signing and closing of this Agreement shall occur simultaneously on the Effective Date. All actions required to be taken at the closing shall be deemed to have occurred simultaneously, and no action shall be deemed to have been taken and no document shall be deemed to have been delivered until all actions have been taken and al

ARTICLE 10 — INTELLECTUAL PROPERTY

Section 10.1 — Service Provider IP. All right, title, and interest in and to the ArcMesh Platform, including all intellectual Property rights therein, and all other pre-existing intellectual Property of Service Provider and its licensors, shall remain the sole and exclusive property of Service Provider. Nothing in this Agreement shall be construed to transfer, assign, or convey to Customer any ownership interest in o

Section 10.2 — Customer IP. All right, title, and interest in and to Customer Data and all pre-existing intellectual Property of Customer and its Affiliates shall remain the sole and exclusive property of Customer. Service Provider shall have no rights in or to Customer Data or Customer's pre-existing intellectual Property except as expressly granted in this Agreement in connection with Service Provider's performance

Section 10.3 — Work Product. Any custom configurations, integrations, scripts, documentation, reports, or other deliverables created specifically for Customer by Service Provider in the course of providing the Services (collectively, "Work Product") shall be owned by Customer, and Service Provider hereby irrevocably assigns and transfers to Customer all right, title, and interest in and to such Work Product, includin

Section 10.4 — Feedback. Customer may, from time to time, provide Service Provider with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the ArcMesh Platform or the Services ("Feedback"). Customer hereby grants to Service Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, create derivative works of, distribu

ARTICLE 11 — DATA SECURITY AND PRIVACY

Section 11.1 — Data Security Obligations. Service Provider shall implement and maintain, throughout the Term, comprehensive administrative, technical, and physical safeguards to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction, in accordance with the Data Security and Privacy Requirements set forth in Exhibit E attached hereto. Without limiting the foregoing, Service Provide

Section 11.2 — Data Breach Notification. In the event of any actual or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Customer Data (a "Data Breach"), Service Provider shall notify Customer of such Data Breach within the timeframes specified in Exhibit E (and in no event later than seventy-two (72) hours after Service Provider's discovery of the Data Breach). Such notification s

Section 11.3 — Data Localization. Service Provider shall process, store, and maintain Customer Data only in data