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CONFIDENTIAL TREATMENT REQUESTED — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL

**MASTER SERVICES AGREEMENT **

Document Reference: MSA-PDS-MCB-2023

August 4, 2023

Calderwood & Harkness LLP 125 Park Avenue, 34th Floor New York, NY 10017

This document is a draft and is subject to further review, negotiation, and revision. This document does not constitute an offer or a binding agreement. No Party shall be bound unless and until a definitive agreement has been duly executed and delivered by all Parties. This document constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. Distribution is restricted to authorized recipients only.

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MASTER SERVICES AGREEMENT

Document Reference: MSA-PDS-MCB-2023

This Master Services Agreement (this "Agreement" or this "MSA") is entered into as of November 1, 2023 (the "Effective Date"), by and between:

MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company, with its principal place of business at 680 Fifth Avenue, 22nd Floor, New York, NY 10019 (hereinafter referred to as "Customer" or "MCB");

and

PINECREST DIGITAL SOLUTIONS INC., a Delaware corporation, with its principal place of business at 2300 Lakewood Boulevard, Suite 400, Durham, NC 27713 (hereinafter referred to as "Service Provider" or "Pinecrest").

Customer and Service Provider are each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Customer is a consumer products company that requires comprehensive information technology services, including cloud infrastructure management, managed IT services, enterprise application support, and cybersecurity monitoring and incident response, in connection with the operation and growth of its consumer brands business;

WHEREAS, Service Provider is in the business of providing cloud infrastructure management, managed IT services, enterprise application support (including Harborline Software and Pinnacle Health IT platforms), cybersecurity monitoring and incident response, and data analytics platform hosting, and has the expertise, personnel, and resources necessary to provide such services to Customer;

WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which Service Provider will provide the Services (as defined herein) to Customer on an ongoing basis throughout the Term of this Agreement; and

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

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement.

"Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership of of the outstanding voting securities or equivalent ownership interest of an entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.

"Annual Contract Value" or "ACV" means the total annual fees payable by Customer to Service Provider for the Services, which as of the Effective Date is Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) per year, subject to adjustment in accordance with Section 4.5.

"Change of Control" means, with respect to a Party, the occurrence of any of the following events: (a) any merger, consolidation, reorganization, or similar transaction involving such Party in which the equity holders of such Party immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (b) the sale, transfer, assignment, or other disposition of all or substantially all of the assets of such Party to any person or entity; or (c) the acquisition by any person or group of persons (within the meaning of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of more than fifty percent (50%) of the outstanding voting securities of such Party.

"Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, and whether or not marked as "confidential" or "proprietary," that relates to the business, operations, finances, technology, products, services, customers, suppliers, or employees of the Disclosing Party or its Affiliates. Confidential Information includes, without limitation, trade secrets, proprietary data, pricing information, customer lists, business strategies, supply chain analytics, trade promotion data, pricing algorithms, financial data, technical information, software code, architectures, designs, specifications, and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Customer Data" means all data, content, materials, records, databases, and information (a) owned by or relating to Customer, its Affiliates, or its customers; (b) provided by Service Provider in connection with the performance of the Services; or (c) generated, derived, or created by Service Provider in connection with the Services . Customer Data includes, without limitation, personally identifiable information of Customer's employees, customers, and business partners, as well as Customer's business records, financial data, product data, sales data, marketing data, and operational data.

"Deliverables" means all work product, reports, analyses, configurations, customizations, integrations, documentation, training materials, and other materials and tangible or intangible items created, developed, or produced by Service Provider specifically for Customer under this Agreement or any Statement of Work.

"Effective Date" has the meaning set forth in the preamble of this Agreement and refers to November 1, 2023.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party that prevents or materially delays such Party's performance of its obligations under this Agreement, including acts of God, natural disasters (including earthquakes, floods, hurricanes, tornadoes, and volcanic eruptions), epidemics, pandemics, quarantine restrictions, fire, explosion, war (whether declared or undeclared), invasion, armed conflict, terrorism, riot, civil unrest, insurrection, blockade, embargo, sanctions, government action or order (including executive orders, legislation, regulation, and court orders), labor strikes, lockouts, or other labor disturbances, failure or disruption of telecommunications or power supply, cyberattacks by state-sponsored actors or organized criminal enterprises (provided that Service Provider has maintained the security measures required by this Agreement), and any other similar event beyond the reasonable control of the affected Party. Force Majeure Events shall not include (i) general economic downturns or market conditions, (ii) changes in the financial condition of either Party, Service Provider's failure to maintain adequate staffing levels.

"Initial Term" means the five (5) year period commencing on the Effective Date and ending on October 31, 2028.

"intellectual Property" or "IP" means all intellectual property rights of any kind or nature, including patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations and applications, service marks, trade names, trade dress, trade secrets, know-how, inventions (whether or not patentable), moral rights, database rights, rights in designs, and all other intellectual property rights recognized under the laws of any jurisdiction, whether registered or unregistered, and all applications, renewals, extensions, continuations, divisions, reissues, and re-examinations thereof.

"Key Personnel" means those Service Provider personnel identified in Schedule D as essential to the delivery of the Services, including the engagement manager, technical leads, and other critical personnel designated by mutual agreement of the Parties.

"Pre-Existing Materials" means all tools, methodologies, software, frameworks, libraries, utilities, templates, processes, know-how, and other materials owned by or licensed to Service Provider prior to the Effective Date or developed or acquired by Service Provider independently of this Agreement and outside the scope of any Statement of Work.

"Renewal Term" means each successive one (1) year period following the expiration of the Initial Term during which this Agreement continues in effect in accordance with Section 3.2.

"Services" means, collectively, the Cloud Infrastructure Management Services, Managed IT Services, Enterprise Application Support Services, and Cybersecurity Monitoring & Incident Response Services, as more fully described in the Statements of Work and Schedule A attached hereto, together with any additional services agreed upon by the Parties in executed Statements of Work during the Term.

"Service Levels" or "SLAs" means the performance metrics, standards, benchmarks, and commitments set forth in Schedule B, as such Schedule may be amended from time to time by mutual written agreement of the Parties.

"SOC 2 Type II" means the System and Organization Controls 2 Type II audit report, as promulgated by the American Institute of Certified Public Accountants (AICPA), which evaluates an organization's information systems relevant to security, availability, processing integrity, confidentiality, and privacy over a specified period of time.

"Statement of Work" or "SOW" means a document executed by both Parties that describes specific Services to be performed, Deliverables to be provided, timelines, milestones, fees, acceptance criteria, and any other project-specific terms and conditions, in each case in accordance with Section 2.2.

"Term" means the Initial Term and any Renewal Terms, collectively.

"Total Contract Value" or "TCV" means the aggregate fees payable by Customer to Service Provider over the Initial Term, which as of the Effective Date is Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), calculated as five (5) years multiplied by the Annual Contract Value of $2,950,000 per year.

Section 1.2 — Interpretation

In this Agreement, unless the context otherwise requires:

(a) References to any Article, Section, Schedule, or Exhibit are references to the Articles, Sections, Schedules, and Exhibits of this Agreement, unless otherwise specified.

(b) The headings and titles of Articles, Sections, and Schedules are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

(c) The word "including" (and its grammatical variations, such as "includes" and "include") means "including without limitation" and shall not be construed to limit the generality of any preceding word, term, or statement.

(d) The singular includes the plural and vice versa, and references to one gender include all genders.

(e) References to "days" shall mean calendar days unless otherwise specified as "business days." "Business days" means any day other than a Saturday, Sunday, or federal holiday in the United States.

(f) References to "writing" or "written" include any form of communication that is capable of being reproduced in tangible form, including electronic mail, provided that such electronic mail meets the requirements of Section 17.3 where applicable.

(g) All monetary references herein are to United States Dollars unless otherwise specified.

(h) The Schedules and Exhibits attached to this Agreement are incorporated herein by reference and shall constitute an integral part of this Agreement.

ARTICLE 2 — SERVICES

Section 2.1 — Scope of Services

Service Provider shall provide the Services to Customer as described in this Agreement and the applicable Statements of Work attached hereto as Schedule A, or as may be executed by the Parties from time to time during the Term. The Services consist of the following primary service components:

(a) Cloud Infrastructure Management Services — The management, monitoring, optimization, capacity planning, and maintenance of Customer's cloud computing environments, including public, private, and hybrid cloud deployments. Cloud Infrastructure Management Services include, without limitation, provisioning and de-provisioning of cloud resources, performance monitoring and optimization, cost management and optimization, backup and disaster recovery management, and infrastructure security configuration and management.

(b) Managed IT Services — Help desk support (Tier 1 and Tier 2), endpoint management, network monitoring, patch management, asset management, and general IT operations support for Customer's end-user computing environment and enterprise network infrastructure.

(c) Enterprise Application Support Services — The support, maintenance, configuration, and optimization of Customer's Harborline Software enterprise resource planning environment and Pinnacle Health IT customer relationship management platform, including bug fixes, minor enhancements, version upgrades, user support, and quarterly system health assessments.

(d) Cybersecurity Monitoring & Incident Response Services — Continuous security monitoring through security information and event management (SIEM) systems, threat intelligence collection and analysis, vulnerability scanning and management, incident detection and response, and forensic investigation support.

Service Provider acknowledges that Customer's business operations are critically dependent upon the Services, and that any failure, interruption, or degradation of the Services may cause significant harm to Customer's business. Service Provider shall use commercially reasonable efforts to ensure the continuity, reliability, and quality of the Services at all times during the Term.

Section 2.2 — Statements of Work

All Services shall be performed pursuant to one or more executed Statements of Work. Each Statement of Work shall be in a form mutually agreed upon by the Parties and shall include, at a minimum, the following:

(a) a detailed description of the Services to be performed;

(b) the specific Deliverables to be provided, if any;

(d) the fees and payment terms applicable to the Services described in such Statement of Work;

(e) acceptance criteria for any Deliverables;

(f) the Key Personnel assigned to perform the Services;

(g) any assumptions, dependencies, or prerequisites; and

(h) any project-specific terms and conditions.

Additional Statements of Work may be executed by the Parties from time to time during the Term. Each additional Statement of Work shall be subject to the terms and conditions of this Agreement unless such Statement of Work expressly modifies a specific provision of this Agreement. To be effective, each Statement of Work must be signed by authorized representatives of both Parties and must reference this Agreement by name and document reference number.

In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall govern and control unless the Statement of Work expressly states that it is intended to supersede a specific, identified provision of this Agreement with respect to the Services described in such Statement of Work, in which case the terms of the Statement of Work shall govern solely with respect to such Services and to the extent of such express modification.

Section 2.3 — Service Standards

Service Provider shall perform the Services in a professional and workmanlike manner, consistent with . Without limiting the generality of the foregoing, Service Provider shall:

(a) assign qualified personnel with appropriate skills, training, certifications, and experience to perform the Services;

(b) provide sufficient resources and staffing to meet the Service Levels and the requirements of this Agreement and the applicable Statements of Work;

(c) use commercially reasonable efforts to ensure that the Services are performed efficiently and in a manner that minimizes disruption to Customer's business operations;

(d) comply with all applicable federal, state, and local laws, rules, regulations, orders, and industry standards in the performance of the Services, including all applicable data protection and privacy laws;

(e) comply with Customer's reasonable policies and procedures that are communicated to Service Provider in writing, including Customer's information security policies, acceptable use policies, and code of conduct, to the extent applicable to Service Provider's performance of the Services; and

(f) maintain all licenses, certifications, and permits necessary for the performance of the Services.

Section 2.4 — Key Personnel

Service Provider shall designate Key Personnel as set forth in Schedule D to perform and oversee the Services. Service Provider acknowledges that the assignment of Key Personnel is a material consideration for Customer in entering into this Agreement.

Service Provider shall not reassign, remove, or replace any Key Personnel without providing at least days' prior written notice to Customer . In the event that any Key Personnel is unable to continue performing the Services due to resignation, termination, disability, or other circumstances beyond Service Provider's reasonable control, Service Provider shall promptly notify Customer and shall propose replacement personnel with substantially equivalent qualifications, skills, experience, and certifications. Service Provider shall use commercially reasonable efforts to ensure a smooth transition in the event of any Key Personnel change and shall ensure that there is no material degradation in the quality or timeliness of the Services during such transition.

Section 2.5 — Subcontractors

Service Provider shall not subcontract, delegate, or otherwise engage any third party to perform any portion of the Services without the prior written consent of Customer. Any request for consent to subcontract shall include detailed information regarding the proposed subcontractor, including the subcontractor's qualifications, the scope of work to be subcontracted, and the measures Service Provider will implement to manage and oversee the subcontractor's performance.

In the event that Customer consents to the use of a subcontractor, Service Provider shall remain fully responsible and liable for all acts and omissions of such subcontractor as if such acts and omissions were those of Service Provider. Service Provider shall ensure that each subcontractor agrees in writing to be bound by confidentiality, data security, and data protection obligations no less restrictive than those set forth in this Agreement. Service Provider shall be responsible for all fees, costs, and expenses of its subcontractors.

Section 2.6 — Transition Services

Service Provider shall provide transition-in services during the first days following the Effective Date (the "Transition Period") to facilitate the smooth and orderly migration of the Services from Customer's incumbent IT service provider(s) (as applicable) to Service Provider. During the Transition Period, Service Provider shall:

(a) cooperate with Customer and Customer's incumbent IT service provider(s) to ensure a seamless transition with minimal disruption to Customer's business operations;

(b) perform knowledge transfer activities, including documentation review, personnel interviews, and system assessments;

(d) adhere to the transition plan set forth in Schedule E, including all milestones, deliverables, and acceptance criteria specified therein.

Service Provider acknowledges that timely and successful completion of the Transition Period is critical to Customer and that failure to meet the transition milestones may result in material harm to Customer's business operations. The fees for the transition-in services are included in the Annual Contract Value set forth in Section 4.1 and no additional fees shall be charged for such services.

ARTICLE 3 — TERM AND TERMINATION

Section 3.1 — Initial Term

The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, ending on October 31, 2028 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article 3.

Section 3.2 — Renewal

Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term). Fee adjustments for any Renewal Term shall be subject to Section 4.5 of this Agreement.

Section 3.3 — Termination for Cause

Either Party may terminate this Agreement upon days' prior written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within such day notice period. The notice of termination for cause shall specify in reasonable detail the nature of the breach and the actions required to cure such breach.

Notwithstanding the foregoing, either Party may terminate this Agreement immediately upon written notice to the other Party, without any cure period, if:

(a) the other Party becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days, or has a receiver, trustee, or similar officer appointed for all or a substantial portion of its assets

Section 3.4 — Termination for Convenience

Customer may terminate this Agreement for convenience, in whole or in part, upon one hundred eighty (180) days' prior written notice to Service Provider. In the event of termination for convenience by Customer, Customer shall pay Service Provider an early termination fee equal to of the remaining Annual Contract Value for the balance of the then-current Term (whether the Initial Term or any Renewal Term) as of the effective date of such termination. For the avoidance of doubt, the early termination fee shall be calculated as follows: multiplied by the product of (i) the Annual Contract Value in effect as of the date of the termination notice, and (ii) the number of full years (including any partial year, prorated on a monthly basis) remaining in the then-current Term. By way of example, if Customer terminates this Agreement for convenience with two (2) full years remaining in the Initial Term, the early termination fee would equal × (2 × $2,950,000) = .

Service Provider's sole and exclusive remedy for termination for convenience by Customer shall be the payment of the early termination fee set forth in this Section 3.4, and Service Provider hereby waives any other claims for damages, lost profits, or other compensation arising from or related to such termination.

Section 3.5 — Termination for Change of Control

Either Party may terminate this Agreement within thirty (30) days following receipt of written notice of a Change of Control event affecting the other Party. The Party experiencing the Change of Control shall provide prompt written notice to the other Party of such Change of Control event no later than five (5) business days following the closing of the Change of Control transaction. Such notice shall include a description of the nature of the Change of Control transaction and the identity of the acquiring or surviving entity.

Section 3.6 — Effect of Termination

Upon the expiration or termination of this Agreement for any reason:

(a) Service Provider shall immediately cease using all Customer Data and Customer Confidential Information, except as necessary to perform the transition-out services described in Section 3.7;

(b) each Party shall return or destroy all Confidential Information of the other Party in its possession or control, and shall certify such return or destruction in writing within thirty (30) days of the effective date of termination, in accordance with Section 7.5;

(d) Customer shall pay Service Provider all fees and expenses properly accrued and due as of the effective date of termination, including fees for Services rendered through the date of termination and any applicable early termination fee under Section 3.4;

(e) Service Provider shall provide transition-out assistance in accordance with Section 3.7; and

(f) all licenses granted by Service Provider to Customer under this Agreement shall survive termination to the extent expressly stated herein.

The following provisions shall survive the expiration or termination of this Agreement: Article 1 (Definitions and Interpretation), Section 3.6 (Effect of Termination), Section 3.7 (Transition-Out Services), Article 4 (Fees and Payment) (with respect to accrued obligations), Article 7 (Confidentiality), Article 8 (Intellectual Property), Article 9 (Representations and Warranties) (to the extent applicable to post-termination obligations), Article 10 (Indemnification), Article 11 (Limitation of Liability), Article 12 (Insurance) (for the two-year tail period), Article 13 (Audit Rights) (for a period of two (2) years following termination), Article 16 (Dispute Resolution), Article 17 (General Provisions), and any other provisions that by their nature are intended to survive termination or expiration.

Section 3.7 — Transition-Out Services

Upon the expiration or termination of this Agreement for any reason, Service Provider shall cooperate in good faith with Customer and Customer's designee(s) to facilitate the orderly transition of the Services to Customer or to a successor service provider designated by Customer. Service Provider shall provide transition-out assistance for a period of up to days following the effective date of termination (the "Transition-Out Period"). During the Transition-Out Period, Service Provider shall:

(a) continue to provide the Services at the same quality and service levels in effect immediately prior to the termination notice, unless otherwise agreed by the Parties;

(b) provide reasonable cooperation and knowledge transfer to Customer and its successor service provider, including access to documentation, process information, and operational procedures;

(c) make available all Customer Data in commercially standard, machine-readable formats within days of the effective date of termination;

(d) assist Customer in migrating Customer Data and transitioning operational responsibility to Customer or its successor service provider; and

(e) permanently delete all Customer Data from Service Provider's within days of the effective date of termination and provide written certification of such deletion signed by an authorized officer of Service Provider.

The fees for transition-out services during the Transition-Out Period shall be charged at , unless the termination is due to Service Provider's breach, in which case the transition-out services shall be provided at no additional cost to Customer. Service Provider shall provide Customer with a written estimate of the transition-out service fees prior to commencing such services.

ARTICLE 4 — FEES AND PAYMENT

Section 4.1 — Service Fees

In consideration for the performance of the Services, Customer shall pay Service Provider the following annual fees (collectively, the "Service Fees"):

The Total Contract Value for the Initial Term is Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), calculated as five (5) years multiplied by the Annual Contract Value of $2,950,000 per year. The Service Fees set forth in this Section 4.1 are inclusive of all costs and expenses incurred by Service Provider in performing the Services, including personnel costs, technology costs, travel expenses, and overhead, unless otherwise expressly stated in an applicable Statement of Work.

Section 4.2 — Payment Terms

Service Fees shall be payable quarterly in advance. Service Provider shall submit invoices to Customer on the first business day of each calendar quarter during the Term, and each invoice shall cover the Service Fees for the upcoming calendar quarter. Payment shall be due Net days from the date of a complete and accurate invoice. All amounts payable under this Agreement shall be denominated and paid in United States Dollars by electronic funds transfer to a bank account designated by Service Provider in writing.

Each invoice shall contain sufficient detail to enable Customer to verify the fees and charges set forth therein, including a description of the Services covered by the invoice, the applicable billing period, the fees for each Service component, and any applicable credits or adjustments. Service Provider shall submit invoices to the attention of Customer's accounts payable department at the address specified in Section 17.3 or at such other address as Customer may designate in writing from time to time.

Section 4.3 — Late Payments

Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of payment. Notwithstanding the foregoing, Customer shall have the right to withhold payment of any that are the subject of a good-faith dispute, provided that Customer notifies Service Provider in writing of the nature and basis of such dispute within fifteen (15) days of Customer's receipt of the applicable invoice. Customer shall pay all undisputed amounts in accordance with the payment terms set forth in Section 4.2. The Parties shall use commercially reasonable efforts to resolve any payment dispute promptly.

Section 4.4 — Taxes

The Service Fees set forth in this Agreement are exclusive of all applicable sales, use, value-added, excise, and similar taxes, duties, or governmental charges (collectively, "Taxes"). Customer shall be responsible for the payment of all such Taxes arising from the transactions contemplated by this Agreement, excluding any taxes based on Service Provider's net income, capital, or franchise taxes imposed on Service Provider by reason of its organizational status or place of business. Service Provider shall separately itemize all applicable Taxes on each invoice. If Customer is exempt from any Tax, Customer shall provide Service Provider with a valid exemption certificate or other documentation reasonably acceptable to Service Provider.

Section 4.5 — Fee Adjustments

For each Renewal Term, Service Provider may increase the Service Fees by the greater of (a) or (b) the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U), as published by the United States Bureau of Labor Statistics, for the twelve (12) month period ending on the most recently published index date prior to the commencement of the applicable Renewal Term.

During the Initial Term, the Service Fees shall subject to .

Section 4.6 — Service Level Credits

Service Level Credits, as described in Article 5 and Schedule B, shall be applied as credits against future invoices. Service Level Credits shall be Customer's sole and exclusive remedy for Service Provider's failure to meet the applicable Service Levels, without prejudice to Customer's right to terminate this Agreement pursuant to Section 3.3 (Termination for Cause) or Section 5.4 (Chronic Failure) in the event of persistent or material Service Level failures.

ARTICLE 5 — SERVICE LEVELS AND SERVICE LEVEL CREDITS

Section 5.1 — Service Level Commitments

Service Provider shall meet or exceed the Service Levels set forth in Schedule B throughout the Term of this Agreement. Service Level performance shall be measured and reported on a monthly basis, based on the measurement methodologies and tools specified in Schedule B. Service Provider shall provide Customer with written monthly service level performance reports (each a "Monthly SLA Report") within ten (10) business days following the end of each calendar month. Each Monthly SLA Report shall include, at a minimum, the following:

(a) actual performance metrics for each Service Level during the preceding month;

(b) a comparison of actual performance to the applicable Service Level targets;

(d) a description of any corrective actions taken or planned to address Service Level failures; and

(e) any applicable Service Level Credits earned by Customer during the preceding month.

Section 5.2 — Severity Classifications

All incidents and service disruptions affecting the Services shall be classified according to the following severity levels:

Severity 1 — Critical: A complete service outage or material degradation of the Services that renders the affected Services substantially unavailable or unusable, or that has a critical impact on Customer's business operations such that Customer is unable to perform essential business functions. Examples include a complete failure of the cloud infrastructure, a security breach affecting Customer Data, or a total loss of access to the Harborline Software or Pinnacle Health IT environments.

Severity 2 — High: A significant degradation of performance or functionality affecting Customer's business operations but where the Services remain partially available. The affected Services may be operational but are experiencing substantial performance issues, intermittent failures, or loss of significant functionality, causing material disruption to Customer's business operations. Examples include intermittent outages of the cloud infrastructure, significant performance degradation of the Harborline Software environment, or failure of key cybersecurity monitoring components.

Severity 3 — Medium: A limited impact on Customer's operations where the affected Services are operational but experiencing reduced performance or loss of non-critical functionality. Customer's essential business functions are not materially impaired. Examples include slow response times on the help desk, minor performance degradation of non-critical systems, or failure of specific monitoring alerts.

Severity 4 — Low: Minor issues, cosmetic defects, informational inquiries, or general service requests that do not materially impact Customer's operations or the functionality of the Services. Examples include cosmetic display issues, documentation errors, or minor configuration requests.

Section 5.3 — Service Level Credits

In the event that Service Provider fails to meet the applicable Service Levels, Customer shall be entitled to receive Service Level Credits as follows:

(a) Severity 1 Outages: If a Severity 1 outage exceeds consecutive hours (measured from the time Service Provider acknowledges or should have acknowledged the incident), Customer shall be entitled to a credit of up to of the monthly fees for the affected Service component for the calendar month in which the outage occurred.

(b) Severity 2 Outages: If a Severity 2 outage exceeds consecutive hours (measured from the time Service Provider acknowledges or should have acknowledged the incident), Customer shall be entitled to a credit of up to of the monthly fees for the affected Service component for the calendar month in which the outage occurred.

Service Level Credits shall be calculated on a per-incident basis. In any given calendar month, the maximum aggregate Service Level Credits for any single Service component shall not exceed of the monthly fees for such Service component. For purposes of this Section, the monthly fees for each Service component shall be calculated as one-twelfth (1/12th) of the applicable annual fee set forth in Section 4.1.

Service Level Credits shall be applied as credits against future invoices. Customer must request any Service Level Credit within thirty (30) days following Customer's receipt of the applicable Monthly SLA Report by providing written notice to Service Provider specifying the basis for the credit. Service Provider shall apply approved credits to the next invoice following the determination that a credit is owed.

Section 5.4 — Chronic Failure

If Service Provider fails to meet any Severity 1 Service Level for or more months in any rolling twelve (12) month period (a "Chronic Failure"), Customer shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to Service Provider, without payment of any early termination fee under Section 3.4. A Chronic Failure shall constitute a material breach of this Agreement. The rights and remedies of Customer under this Section 5.4 are in addition to, and not in lieu of, any other rights or remedies available to Customer under this Agreement or at law or in equity.

Section 5.5 — Root Cause Analysis

For any Severity 1 or Severity 2 incident, Service Provider shall conduct and provide to Customer a written root cause analysis (an "RCA Report") within business days following the resolution of such incident. Each RCA Report shall include, at a minimum:

(a) a detailed description of the incident, including the date, time, duration, and scope of impact;

(b) the root cause of the incident;

(d) a description of preventive measures to be implemented to reduce the likelihood of recurrence; and

(e) a timeline for implementation of such preventive measures.

Service Provider shall implement all preventive measures identified in the RCA Report within the timeline specified therein, and shall report to Customer on the status of implementation.

ARTICLE 6 — DATA SECURITY AND PRIVACY

Section 6.1 — Security Standards

Service Provider shall implement and maintain comprehensive administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, destruction, or loss. Such safeguards shall be no less rigorous than: (a) ; (b) the requirements of all applicable laws and regulations; and (c) the data security requirements set forth in Schedule F.

Service Provider shall maintain SOC 2 Type II certification at all times during the Term, covering the trust service criteria of security, availability, processing integrity, confidentiality, and privacy, as applicable to the Services. Service Provider shall provide a copy of its most recent SOC 2 Type II report to Customer and shall promptly notify Customer of any material adverse findings, exceptions, or qualified opinions in any SOC 2 Type II report. As of the Effective Date, Service Provider's most recent SOC 2 Type II report was issued on March 15, 2023, covering the audit period from April 1, 2022 through March 31, 2023. Service Provider shall undertake annual SOC 2 Type II audits and shall provide the resulting reports to Customer within thirty (30) days of issuance.

Section 6.2 — Penetration Testing

Service Provider shall engage a qualified independent third-party security firm, reasonably acceptable to Customer, to conduct annual penetration testing of all systems, networks, and infrastructure used to provide the Services or to store, process, or transmit Customer Data. Penetration testing shall include, at a minimum, external network penetration testing, internal network penetration testing, web application penetration testing, and social engineering testing, as applicable to the Services.

The results of each penetration test shall be provided to Customer in a written report within thirty (30) days of completion. Service Provider shall remediate all critical and high-severity findings identified in any penetration test within days of the completion of such test, and all medium-severity findings within days. Service Provider shall provide Customer with written confirmation of remediation upon completion. Customer reserves the right to request that Service Provider engage a specific third-party firm to conduct additional penetration testing at Customer's expense, with reasonable advance notice.

Section 6.3 — Data Breach Notification

Service Provider shall notify Customer in writing within hours of Service Provider's discovery of any breach of security involving Customer Data (a "Security Incident"). For purposes of this Section, "Discovery" means the point in time at which Service Provider becomes aware that a Security Incident has occurred.

Such notification shall include, to the extent known at the time of notification:

(a) the nature and scope of the Security Incident;

(b) the categories and approximate number of records or individuals affected;

(d) the measures taken or proposed to be taken by Service Provider to address and mitigate the Security Incident; and

(e) the contact information for the Service Provider's designated incident response coordinator.

Service Provider shall cooperate fully with Customer in investigating and responding to any Security Incident, including providing timely updates on the investigation, preserving relevant evidence, and assisting with any required notifications to affected individuals, regulators, or other third parties. Service Provider shall bear all costs and expenses associated with investigating and remediating any Security Incident to the extent caused by Service Provider's acts or omissions or the acts or omissions of Service Provider's personnel or subcontractors, including costs of forensic investigation, legal fees, notification costs, credit monitoring services for affected individuals, and regulatory fines or penalties.

Section 6.4 — Data Isolation

Service Provider shall maintain logical separation of Customer Data from the data of other Service Provider clients at all times during the Term. Customer Data shall be stored in dedicated environments, databases, or partitions with access controls that limit access to authorized Service Provider personnel who have a legitimate need to access such data in connection with the performance of the Services. Service Provider shall not commingle Customer Data with data belonging to any other customer, client, or third party. Service Provider shall implement and maintain technical controls, including network segmentation, access control lists, and data classification mechanisms, to enforce data isolation requirements.

Section 6.5 — Compliance with Laws

Service Provider shall comply with all applicable data protection and privacy laws and regulations in the performance of the Services and in connection with its handling of Customer Data, including without limitation all applicable state data breach notification laws, the California Consumer Privacy Act (CCPA) (to the extent applicable), and any other federal, state, or local laws and regulations governing the collection, use, storage, processing, transfer, or disclosure of personal information. Service Provider shall promptly inform Customer if it becomes aware of any changes in applicable law that may affect its ability to perform the Services or to comply with its obligations under this Agreement.

Section 6.6 — Background Checks

Service Provider shall conduct background checks on all Service Provider personnel who will have access to Customer Data, Customer systems, or Customer facilities in connection with the performance of the Services. Such background checks shall be conducted prior to such personnel being granted access and shall be consistent with applicable law and industry best practices. Background checks shall include, at a minimum, criminal history checks, employment verification, and identity verification. Service Provider shall not assign any personnel to perform Services involving access to Customer Data if such personnel has been convicted of a felony or any crime involving dishonesty, fraud, or misrepresentation, unless Customer has provided its prior written consent.

Section 6.7 — Data Location

All Customer Data shall be stored, processed, and transmitted only within the continental United States at all times during the Term of this Agreement. Service Provider shall not transfer, access, or process Customer Data from any location outside the continental United States without Customer's prior written consent. In the event that Customer consents to the storage or processing of Customer Data outside the continental United States, Service Provider shall implement all additional safeguards required by applicable law and as reasonably requested by Customer to protect Customer Data in such alternative location(s). Service Provider shall maintain a current list of all data center locations where Customer Data is stored and shall provide such list to Customer upon request.

ARTICLE 7 — CONFIDENTIALITY

Section 7.1 — Confidential Information

Each Party acknowledges that, in the course of performing its obligations and exercising its rights under this Agreement, it may receive or have access to Confidential Information of the other Party. Each Party acknowledges that the Confidential Information of the other Party constitutes valuable proprietary information and trade secrets, the unauthorized disclosure or use of which could cause significant harm to the Disclosing Party.

Without limiting the generality of the definition of Confidential Information set forth in Section 1.1, Customer's Confidential Information specifically includes all Customer Data, trade promotion data, pricing algorithms, supply chain analytics, demand forecasting models, product formulations, brand strategies, marketing plans, customer and consumer data, distribution data, retail partner information, business strategies, financial data, budgets, projections, and proprietary methodologies. Service Provider's Confidential Information specifically includes Service Provider's proprietary tools, methodologies, software, pricing, cost structures, employee information, and Pre-Existing Materials.

Section 7.2 — Obligations

The Receiving Party shall:

CONFIDENTIAL TREATMENT REQUESTED — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
**MASTER SERVICES AGREEMENT **
Document Reference: MSA-PDS-MCB-2023
August 4, 2023 
  Calderwood & Harkness LLP 125 Park Avenue, 34th Floor New York, NY 10017
This document is a draft and is subject to further review, negotiation, and revision. This document does not constitute an offer or a binding agreement. No Party shall be bound unless and until a definitive agreement has been duly executed and delivered by all Parties. This document constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. Distribution is restricted to authorized recipients only.
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MASTER SERVICES AGREEMENT
Document Reference: MSA-PDS-MCB-2023
This Master Services Agreement (this "Agreement" or this "MSA") is entered into as of November 1, 2023 (the "Effective Date"), by and between:
MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company, with its principal place of business at 680 Fifth Avenue, 22nd Floor, New York, NY 10019 (hereinafter referred to as "Customer" or "MCB");
and
PINECREST DIGITAL SOLUTIONS INC., a Delaware corporation, with its principal place of business at 2300 Lakewood Boulevard, Suite 400, Durham, NC 27713 (hereinafter referred to as "Service Provider" or "Pinecrest").
Customer and Service Provider are each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Customer is a consumer products company that requires comprehensive information technology services, including cloud infrastructure management, managed IT services, enterprise application support, and cybersecurity monitoring and incident response, in connection with the operation and growth of its consumer brands business;
WHEREAS, Service Provider is in the business of providing cloud infrastructure management, managed IT services, enterprise application support (including Harborline Software and Pinnacle Health IT platforms), cybersecurity monitoring and incident response, and data analytics platform hosting, and has the expertise, personnel, and resources necessary to provide such services to Customer;
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which Service Provider will provide the Services (as defined herein) to Customer on an ongoing basis throughout the Term of this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS AND INTERPRETATION
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement.
"Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership of   of the outstanding voting securities or equivalent ownership interest of an entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise. 
"Annual Contract Value" or "ACV" means the total annual fees payable by Customer to Service Provider for the Services, which as of the Effective Date is Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) per year, subject to adjustment in accordance with Section 4.5.
"Change of Control" means, with respect to a Party, the occurrence of any of the following events: (a) any merger, consolidation, reorganization, or similar transaction involving such Party in which the equity holders of such Party immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (b) the sale, transfer, assignment, or other disposition of all or substantially all of the assets of such Party to any person or entity; or (c) the acquisition by any person or group of persons (within the meaning of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of more than fifty percent (50%) of the outstanding voting securities of such Party. 
"Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, and whether or not marked as "confidential" or "proprietary," that relates to the business, operations, finances, technology, products, services, customers, suppliers, or employees of the Disclosing Party or its Affiliates. Confidential Information includes, without limitation, trade secrets, proprietary data, pricing information, customer lists, business strategies, supply chain analytics, trade promotion data, pricing algorithms, financial data, technical information, software code, architectures, designs, specifications,  and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
"Customer Data" means all data, content, materials, records, databases, and information (a) owned by or relating to Customer, its Affiliates, or its customers; (b) provided  by  Service Provider in connection with the performance of the Services; or (c) generated, derived, or created by Service Provider  in connection with the Services . Customer Data includes, without limitation, personally identifiable information of Customer's employees, customers, and business partners, as well as Customer's business records, financial data, product data, sales data, marketing data, and operational data. 
"Deliverables" means all work product, reports, analyses, configurations, customizations, integrations, documentation, training materials, and other materials and tangible or intangible items created, developed, or produced by Service Provider specifically for Customer under this Agreement or any Statement of Work. 
"Effective Date" has the meaning set forth in the preamble of this Agreement and refers to November 1, 2023.
"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party that prevents or materially delays such Party's performance of its obligations under this Agreement, including acts of God, natural disasters (including earthquakes, floods, hurricanes, tornadoes, and volcanic eruptions), epidemics, pandemics, quarantine restrictions, fire, explosion, war (whether declared or undeclared), invasion, armed conflict, terrorism, riot, civil unrest, insurrection, blockade, embargo, sanctions, government action or order (including executive orders, legislation, regulation, and court orders), labor strikes, lockouts, or other labor disturbances, failure or disruption of telecommunications or power supply, cyberattacks by state-sponsored actors or organized criminal enterprises (provided that Service Provider has maintained the security measures required by this Agreement),  and any other similar event beyond the reasonable control of the affected Party. Force Majeure Events shall not include (i) general economic downturns or market conditions, (ii) changes in the financial condition of either Party,   Service Provider's failure to maintain adequate staffing levels.
"Initial Term" means the five (5) year period commencing on the Effective Date and ending on October 31, 2028.
"intellectual Property" or "IP" means all intellectual property rights of any kind or nature, including patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations and applications, service marks, trade names, trade dress, trade secrets, know-how, inventions (whether or not patentable), moral rights, database rights, rights in designs, and all other intellectual property rights recognized under the laws of any jurisdiction, whether registered or unregistered, and all applications, renewals, extensions, continuations, divisions, reissues, and re-examinations thereof.
"Key Personnel" means those Service Provider personnel identified in Schedule D as essential to the delivery of the Services, including the engagement manager, technical leads, and other critical personnel designated by mutual agreement of the Parties.
"Pre-Existing Materials" means all tools, methodologies, software, frameworks, libraries, utilities, templates, processes, know-how, and other materials owned by or licensed to Service Provider prior to the Effective Date or developed or acquired by Service Provider independently of this Agreement and outside the scope of any Statement of Work.
"Renewal Term" means each successive one (1) year period following the expiration of the Initial Term during which this Agreement continues in effect in accordance with Section 3.2.
"Services" means, collectively, the Cloud Infrastructure Management Services, Managed IT Services, Enterprise Application Support Services, and Cybersecurity Monitoring & Incident Response Services, as more fully described in the Statements of Work and Schedule A attached hereto, together with any additional services agreed upon by the Parties in executed Statements of Work during the Term. 
"Service Levels" or "SLAs" means the performance metrics, standards, benchmarks, and commitments set forth in Schedule B, as such Schedule may be amended from time to time by mutual written agreement of the Parties.
"SOC 2 Type II" means the System and Organization Controls 2 Type II audit report, as promulgated by the American Institute of Certified Public Accountants (AICPA), which evaluates an organization's information systems relevant to security, availability, processing integrity, confidentiality, and privacy over a specified period of time.
"Statement of Work" or "SOW" means a document executed by both Parties that describes specific Services to be performed, Deliverables to be provided, timelines, milestones, fees, acceptance criteria, and any other project-specific terms and conditions, in each case in accordance with Section 2.2.
"Term" means the Initial Term and any Renewal Terms, collectively.
"Total Contract Value" or "TCV" means the  aggregate fees payable by Customer to Service Provider over the Initial Term, which as of the Effective Date is Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), calculated as five (5) years multiplied by the Annual Contract Value of $2,950,000 per year. 
Section 1.2 — Interpretation
In this Agreement, unless the context otherwise requires:
(a) References to any Article, Section, Schedule, or Exhibit are references to the Articles, Sections, Schedules, and Exhibits of this Agreement, unless otherwise specified.
(b) The headings and titles of Articles, Sections, and Schedules are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(c) The word "including" (and its grammatical variations, such as "includes" and "include") means "including without limitation" and shall not be construed to limit the generality of any preceding word, term, or statement.
(d) The singular includes the plural and vice versa, and references to one gender include all genders.
(e) References to "days" shall mean calendar days unless otherwise specified as "business days." "Business days" means any day other than a Saturday, Sunday, or federal holiday in the United States.
(f) References to "writing" or "written" include any form of communication that is capable of being reproduced in tangible form, including electronic mail, provided that such electronic mail meets the requirements of Section 17.3 where applicable.
(g) All monetary references herein are to United States Dollars unless otherwise specified.
(h) The Schedules and Exhibits attached to this Agreement are incorporated herein by reference and shall constitute an integral part of this Agreement.
ARTICLE 2 — SERVICES
Section 2.1 — Scope of Services
Service Provider shall provide the Services to Customer as described in this Agreement and the applicable Statements of Work attached hereto as Schedule A, or as may be executed by the Parties from time to time during the Term. The Services consist of the following   primary service components:
(a) Cloud Infrastructure Management Services — The management, monitoring, optimization, capacity planning, and maintenance of Customer's cloud computing environments, including public, private, and hybrid cloud deployments. Cloud Infrastructure Management Services include, without limitation, provisioning and de-provisioning of cloud resources, performance monitoring and optimization, cost management and optimization, backup and disaster recovery management, and infrastructure security configuration and management.
(b) Managed IT Services — Help desk support (Tier 1 and Tier 2), endpoint management, network monitoring, patch management, asset management, and general IT operations support for Customer's end-user computing environment and enterprise network infrastructure.
(c) Enterprise Application Support Services — The support, maintenance, configuration, and optimization of Customer's Harborline Software enterprise resource planning environment and Pinnacle Health IT customer relationship management platform, including bug fixes, minor enhancements, version upgrades, user support, and quarterly system health assessments.
(d) Cybersecurity Monitoring & Incident Response Services — Continuous security monitoring through security information and event management (SIEM) systems, threat intelligence collection and analysis, vulnerability scanning and management, incident detection and response, and forensic investigation support.
Service Provider acknowledges that Customer's business operations are critically dependent upon the Services, and that any failure, interruption, or degradation of the Services may cause significant harm to Customer's business. Service Provider shall use commercially reasonable efforts to ensure the continuity, reliability, and quality of the Services at all times during the Term.
Section 2.2 — Statements of Work
All Services shall be performed pursuant to one or more executed Statements of Work. Each Statement of Work shall be in a form mutually agreed upon by the Parties and shall include, at a minimum, the following:
(a) a detailed description of the Services to be performed;
(b) the specific Deliverables to be provided, if any;
(c) milestones and timeline for completion of the Services and Deliverables;
(d) the fees and payment terms applicable to the Services described in such Statement of Work;
(e) acceptance criteria for any Deliverables;
(f) the Key Personnel assigned to perform the Services;
(g) any assumptions, dependencies, or prerequisites; and
(h) any project-specific terms and conditions.
Additional Statements of Work may be executed by the Parties from time to time during the Term. Each additional Statement of Work shall be subject to the terms and conditions of this Agreement unless such Statement of Work expressly modifies a specific provision of this Agreement. To be effective, each Statement of Work must be signed by authorized representatives of both Parties and must reference this Agreement by name and document reference number.
In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall govern and control unless the Statement of Work expressly states that it is intended to supersede a specific, identified provision of this Agreement with respect to the Services described in such Statement of Work, in which case the terms of the Statement of Work shall govern solely with respect to such Services and to the extent of such express modification.
Section 2.3 — Service Standards
Service Provider shall perform the Services in a professional and workmanlike manner, consistent with  . Without limiting the generality of the foregoing, Service Provider shall:
(a) assign qualified personnel with appropriate skills, training, certifications, and experience to perform the Services;
(b) provide sufficient resources and staffing to meet the Service Levels and the requirements of this Agreement and the applicable Statements of Work;
(c) use commercially reasonable efforts to ensure that the Services are performed efficiently and in a manner that minimizes disruption to Customer's business operations;
(d) comply with all applicable federal, state, and local laws, rules, regulations, orders, and industry standards in the performance of the Services, including all applicable data protection and privacy laws;
(e) comply with Customer's reasonable policies and procedures that are communicated to Service Provider in writing, including Customer's information security policies, acceptable use policies, and code of conduct, to the extent applicable to Service Provider's performance of the Services; and
(f) maintain all licenses, certifications, and permits necessary for the performance of the Services.
Section 2.4 — Key Personnel
Service Provider shall designate Key Personnel as set forth in Schedule D to perform and oversee the Services. Service Provider acknowledges that the assignment of Key Personnel is a material consideration for Customer in entering into this Agreement.
Service Provider shall not reassign, remove, or replace any Key Personnel without providing at least   days' prior written notice to Customer . In the event that any Key Personnel is unable to continue performing the Services due to resignation, termination, disability, or other circumstances beyond Service Provider's reasonable control, Service Provider shall promptly notify Customer and shall propose replacement personnel with substantially equivalent qualifications, skills, experience, and certifications.  Service Provider shall use commercially reasonable efforts to  ensure a smooth transition in the event of any Key Personnel change and shall ensure that there is no material degradation in the quality or timeliness of the Services during such transition.
Section 2.5 — Subcontractors
Service Provider shall not subcontract, delegate, or otherwise engage any third party to perform any portion of the Services without the prior written consent of Customer. Any request for consent to subcontract shall include detailed information regarding the proposed subcontractor, including the subcontractor's qualifications, the scope of work to be subcontracted, and the measures Service Provider will implement to manage and oversee the subcontractor's performance. 
In the event that Customer consents to the use of a subcontractor, Service Provider shall remain fully responsible and liable for all acts and omissions of such subcontractor as if such acts and omissions were those of Service Provider. Service Provider shall ensure that each subcontractor agrees in writing to be bound by confidentiality, data security, and data protection obligations no less restrictive than those set forth in this Agreement. Service Provider shall be responsible for all fees, costs, and expenses of its subcontractors.
Section 2.6 — Transition Services
Service Provider shall provide transition-in services during the first   days following the Effective Date (the "Transition Period") to facilitate the smooth and orderly migration of the Services from Customer's incumbent IT service provider(s)  (as applicable) to Service Provider. During the Transition Period, Service Provider shall:
(a) cooperate with Customer and Customer's incumbent IT service provider(s) to ensure a seamless transition with minimal disruption to Customer's business operations;
(b) perform knowledge transfer activities, including documentation review, personnel interviews, and system assessments;
(c) complete all migration, configuration, and setup activities necessary to commence full delivery of the Services; and
(d) adhere to the transition plan set forth in Schedule E, including all milestones, deliverables, and acceptance criteria specified therein.
Service Provider acknowledges that timely and successful completion of the Transition Period is critical to Customer and that failure to meet the transition milestones may result in material harm to Customer's business operations. The fees for the transition-in services are included in the Annual Contract Value set forth in Section 4.1 and no additional fees shall be charged for such services.
ARTICLE 3 — TERM AND TERMINATION
Section 3.1 — Initial Term
The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, ending on October 31, 2028 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article 3.
Section 3.2 — Renewal
Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least   days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term). Fee adjustments for any Renewal Term shall be subject to Section 4.5 of this Agreement.
Section 3.3 — Termination for Cause
Either Party may terminate this Agreement upon   days' prior written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within such   day notice period. The notice of termination for cause shall specify in reasonable detail the nature of the breach and the actions required to cure such breach.
Notwithstanding the foregoing, either Party may terminate this Agreement immediately upon written notice to the other Party, without any cure period, if:
(a) the other Party becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days, or has a receiver, trustee, or similar officer appointed for all or a substantial portion of its assets
.
Section 3.4 — Termination for Convenience
Customer may terminate this Agreement for convenience, in whole or in part, upon one hundred eighty (180) days' prior written notice to Service Provider. In the event of termination for convenience by Customer, Customer shall pay Service Provider an early termination fee equal to   of the remaining Annual Contract Value for the balance of the then-current Term (whether the Initial Term or any Renewal Term) as of the effective date of such termination. For the avoidance of doubt, the early termination fee shall be calculated as follows:   multiplied by the product of (i) the Annual Contract Value in effect as of the date of the termination notice, and (ii) the number of full years (including any partial year, prorated on a monthly basis) remaining in the then-current Term. By way of example, if Customer terminates this Agreement for convenience with two (2) full years remaining in the Initial Term, the early termination fee would equal   × (2 × $2,950,000) =  .
Service Provider's sole and exclusive remedy for termination for convenience by Customer shall be the payment of the early termination fee set forth in this Section 3.4, and Service Provider hereby waives any other claims for damages, lost profits, or other compensation arising from or related to such termination.
Section 3.5 — Termination for Change of Control
Either Party may terminate this Agreement within thirty (30) days following receipt of written notice of a Change of Control event affecting the other Party. The Party experiencing the Change of Control shall provide prompt written notice to the other Party of such Change of Control event no later than five (5) business days following the closing of the Change of Control transaction. Such notice shall include a description of the nature of the Change of Control transaction and the identity of the acquiring or surviving entity.
Section 3.6 — Effect of Termination
Upon the expiration or termination of this Agreement for any reason:
(a) Service Provider shall immediately cease using all Customer Data and Customer Confidential Information, except as necessary to perform the transition-out services described in Section 3.7;
(b) each Party shall return or destroy all Confidential Information of the other Party in its possession or control, and shall certify such return or destruction in writing within thirty (30) days of the effective date of termination, in accordance with Section 7.5;
(c) Service Provider shall return all Customer Data to Customer in accordance with Section 3.7;
(d) Customer shall pay Service Provider all fees and expenses properly accrued and due as of the effective date of termination, including fees for Services rendered through the date of termination and any applicable early termination fee under Section 3.4;
(e) Service Provider shall provide transition-out assistance in accordance with Section 3.7; and
(f) all licenses granted by Service Provider to Customer under this Agreement shall survive termination to the extent expressly stated herein.
The following provisions shall survive the expiration or termination of this Agreement: Article 1 (Definitions and Interpretation), Section 3.6 (Effect of Termination), Section 3.7 (Transition-Out Services), Article 4 (Fees and Payment) (with respect to accrued obligations), Article 7 (Confidentiality), Article 8 (Intellectual Property), Article 9 (Representations and Warranties) (to the extent applicable to post-termination obligations), Article 10 (Indemnification), Article 11 (Limitation of Liability), Article 12 (Insurance) (for the two-year tail period), Article 13 (Audit Rights) (for a period of two (2) years following termination), Article 16 (Dispute Resolution), Article 17 (General Provisions), and any other provisions that by their nature are intended to survive termination or expiration.
Section 3.7 — Transition-Out Services
Upon the expiration or termination of this Agreement for any reason, Service Provider shall cooperate in good faith with Customer and Customer's designee(s) to facilitate the orderly transition of the Services to Customer or to a successor service provider designated by Customer. Service Provider shall provide transition-out assistance for a period of up to   days following the effective date of termination (the "Transition-Out Period"). During the Transition-Out Period, Service Provider shall:
(a) continue to provide the Services at the same quality and service levels in effect immediately prior to the termination notice, unless otherwise agreed by the Parties;
(b) provide reasonable cooperation and knowledge transfer to Customer and its successor service provider, including access to documentation, process information, and operational procedures;
(c) make available all Customer Data in commercially standard, machine-readable formats within   days of the effective date of termination;
(d) assist Customer in migrating Customer Data and transitioning operational responsibility to Customer or its successor service provider; and
(e) permanently delete all Customer Data from Service Provider's   within   days of the effective date of termination and provide written certification of such deletion signed by an authorized officer of Service Provider. 
The fees for transition-out services during the Transition-Out Period shall be charged at  , unless the termination is due to Service Provider's breach, in which case the transition-out services shall be provided at no additional cost to Customer. Service Provider shall provide Customer with a written estimate of the transition-out service fees prior to commencing such services.
ARTICLE 4 — FEES AND PAYMENT
Section 4.1 — Service Fees
In consideration for the performance of the Services, Customer shall pay Service Provider the following annual fees (collectively, the "Service Fees"):
The Total Contract Value for the Initial Term is Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), calculated as five (5) years multiplied by the Annual Contract Value of $2,950,000 per year. The Service Fees set forth in this Section 4.1 are inclusive of all costs and expenses incurred by Service Provider in performing the Services, including personnel costs, technology costs, travel expenses, and overhead, unless otherwise expressly stated in an applicable Statement of Work.
Section 4.2 — Payment Terms
Service Fees shall be payable quarterly in advance. Service Provider shall submit invoices to Customer on the first business day of each calendar quarter during the Term, and each invoice shall cover the Service Fees for the upcoming calendar quarter. Payment shall be due Net   days from the date of  a complete and accurate invoice. All amounts payable under this Agreement shall be denominated and paid in United States Dollars by electronic funds transfer to a bank account designated by Service Provider in writing.
Each invoice shall contain sufficient detail to enable Customer to verify the fees and charges set forth therein, including a description of the Services covered by the invoice, the applicable billing period, the fees for each Service component, and any applicable credits or adjustments. Service Provider shall submit invoices to the attention of Customer's accounts payable department at the address specified in Section 17.3 or at such other address as Customer may designate in writing from time to time.
Section 4.3 — Late Payments
Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of payment. Notwithstanding the foregoing, Customer shall have the right to withhold payment of any   that are the subject of a good-faith dispute, provided that Customer notifies Service Provider in writing of the nature and basis of such dispute within fifteen (15) days of Customer's receipt of the applicable invoice. Customer shall pay all undisputed amounts in accordance with the payment terms set forth in Section 4.2. The Parties shall use commercially reasonable efforts to resolve any payment dispute promptly.
Section 4.4 — Taxes
The Service Fees set forth in this Agreement are exclusive of all applicable sales, use, value-added, excise, and similar taxes, duties, or governmental charges (collectively, "Taxes"). Customer shall be responsible for the payment of all such Taxes arising from the transactions contemplated by this Agreement, excluding any taxes based on Service Provider's net income, capital, or franchise taxes imposed on Service Provider by reason of its organizational status or place of business. Service Provider shall separately itemize all applicable Taxes on each invoice. If Customer is exempt from any Tax, Customer shall provide Service Provider with a valid exemption certificate or other documentation reasonably acceptable to Service Provider.
Section 4.5 — Fee Adjustments
For each Renewal Term, Service Provider may increase the Service Fees by the greater of (a)   or (b) the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U), as published by the United States Bureau of Labor Statistics, for the twelve (12) month period ending on the most recently published index date prior to the commencement of the applicable Renewal Term.  
During the Initial Term, the Service Fees shall  subject to  .
Section 4.6 — Service Level Credits
Service Level Credits, as described in Article 5 and Schedule B, shall be applied as credits against future invoices. Service Level Credits shall be Customer's sole and exclusive remedy for Service Provider's failure to meet the applicable Service Levels, without prejudice to Customer's right to terminate this Agreement pursuant to Section 3.3 (Termination for Cause) or Section 5.4 (Chronic Failure) in the event of persistent or material Service Level failures.
ARTICLE 5 — SERVICE LEVELS AND SERVICE LEVEL CREDITS
Section 5.1 — Service Level Commitments
Service Provider shall meet or exceed the Service Levels set forth in Schedule B throughout the Term of this Agreement. Service Level performance shall be measured and reported on a monthly basis, based on the measurement methodologies and tools specified in Schedule B. Service Provider shall provide Customer with written monthly service level performance reports (each a "Monthly SLA Report") within ten (10) business days following the end of each calendar month. Each Monthly SLA Report shall include, at a minimum, the following:
(a) actual performance metrics for each Service Level during the preceding month;
(b) a comparison of actual performance to the applicable Service Level targets;
(c) identification of any Service Level failures, including the date, time, duration, and root cause of each failure;
(d) a description of any corrective actions taken or planned to address Service Level failures; and
(e) any applicable Service Level Credits earned by Customer during the preceding month.
Section 5.2 — Severity Classifications
All incidents and service disruptions affecting the Services shall be classified according to the following severity levels:
Severity 1 — Critical: A complete service outage or material degradation of the Services that renders the affected Services substantially unavailable or unusable, or that has a critical impact on Customer's business operations such that Customer is unable to perform essential business functions. Examples include a complete failure of the cloud infrastructure, a security breach affecting Customer Data, or a total loss of access to the Harborline Software or Pinnacle Health IT environments.
Severity 2 — High: A significant degradation of performance or functionality affecting Customer's business operations but where the Services remain partially available. The affected Services may be operational but are experiencing substantial performance issues, intermittent failures, or loss of significant functionality, causing material disruption to Customer's business operations. Examples include intermittent outages of the cloud infrastructure, significant performance degradation of the Harborline Software environment, or failure of key cybersecurity monitoring components.
Severity 3 — Medium: A limited impact on Customer's operations where the affected Services are operational but experiencing reduced performance or loss of non-critical functionality. Customer's essential business functions are not materially impaired. Examples include slow response times on the help desk, minor performance degradation of non-critical systems, or failure of specific monitoring alerts.
Severity 4 — Low: Minor issues, cosmetic defects, informational inquiries, or general service requests that do not materially impact Customer's operations or the functionality of the Services. Examples include cosmetic display issues, documentation errors, or minor configuration requests.
Section 5.3 — Service Level Credits
In the event that Service Provider fails to meet the applicable Service Levels, Customer shall be entitled to receive Service Level Credits as follows:
(a) Severity 1 Outages: If a Severity 1 outage exceeds   consecutive hours (measured from the time Service Provider acknowledges or should have acknowledged the incident), Customer shall be entitled to a credit of up to   of the monthly fees for the affected Service component for the calendar month in which the outage occurred.
(b) Severity 2 Outages: If a Severity 2 outage exceeds   consecutive hours (measured from the time Service Provider acknowledges or should have acknowledged the incident), Customer shall be entitled to a credit of up to   of the monthly fees for the affected Service component for the calendar month in which the outage occurred.
Service Level Credits shall be calculated on a per-incident basis. In any given calendar month, the maximum aggregate Service Level Credits for any single Service component shall not exceed   of the monthly fees for such Service component. For purposes of this Section, the monthly fees for each Service component shall be calculated as one-twelfth (1/12th) of the applicable annual fee set forth in Section 4.1.
Service Level Credits shall be applied as credits against future invoices. Customer must request any Service Level Credit within thirty (30) days following Customer's receipt of the applicable Monthly SLA Report by providing written notice to Service Provider specifying the basis for the credit. Service Provider shall apply approved credits to the next invoice following the determination that a credit is owed.
Section 5.4 — Chronic Failure
If Service Provider fails to meet any Severity 1 Service Level for   or more months in any rolling twelve (12) month period (a "Chronic Failure"), Customer shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to Service Provider, without payment of any early termination fee under Section 3.4. A Chronic Failure shall constitute a material breach of this Agreement. The rights and remedies of Customer under this Section 5.4 are in addition to, and not in lieu of, any other rights or remedies available to Customer under this Agreement or at law or in equity.
Section 5.5 — Root Cause Analysis
For any Severity 1 or Severity 2 incident, Service Provider shall conduct and provide to Customer a written root cause analysis (an "RCA Report") within   business days following the resolution of such incident. Each RCA Report shall include, at a minimum:
(a) a detailed description of the incident, including the date, time, duration, and scope of impact;
(b) the root cause of the incident;
(c) the corrective actions taken to resolve the incident;
(d) a description of preventive measures to be implemented to reduce the likelihood of recurrence; and
(e) a timeline for implementation of such preventive measures.
Service Provider shall implement all preventive measures identified in the RCA Report within the timeline specified therein, and shall report to Customer on the status of implementation.
ARTICLE 6 — DATA SECURITY AND PRIVACY
Section 6.1 — Security Standards
Service Provider shall implement and maintain comprehensive administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, destruction, or loss. Such safeguards shall be no less rigorous than: (a)  ; (b) the requirements of all applicable laws and regulations; and (c) the data security requirements set forth in Schedule F.
Service Provider shall maintain SOC 2 Type II certification at all times during the Term, covering the trust service criteria of security, availability, processing integrity, confidentiality, and privacy, as applicable to the Services. Service Provider shall provide a copy of its most recent SOC 2 Type II report to Customer   and shall promptly notify Customer of any material adverse findings, exceptions, or qualified opinions in any SOC 2 Type II report. As of the Effective Date, Service Provider's most recent SOC 2 Type II report was issued on March 15, 2023, covering the audit period from April 1, 2022 through March 31, 2023. Service Provider shall undertake annual SOC 2 Type II audits and shall provide the resulting reports to Customer within thirty (30) days of issuance.
Section 6.2 — Penetration Testing
Service Provider shall engage a qualified independent third-party security firm, reasonably acceptable to Customer, to conduct annual penetration testing of all systems, networks, and infrastructure used to provide the Services or to store, process, or transmit Customer Data. Penetration testing shall include, at a minimum, external network penetration testing, internal network penetration testing, web application penetration testing, and social engineering testing, as applicable to the Services.
The results of each penetration test shall be provided to Customer in a  written report within thirty (30) days of completion.  Service Provider shall remediate all critical and high-severity findings identified in any penetration test within   days of the completion of such test, and all medium-severity findings within   days. Service Provider shall provide Customer with written confirmation of remediation upon completion. Customer reserves the right to request that Service Provider engage a specific third-party firm to conduct additional penetration testing at Customer's expense, with reasonable advance notice.
Section 6.3 — Data Breach Notification
Service Provider shall notify Customer in writing within   hours of Service Provider's discovery of any   breach of security involving Customer Data (a "Security Incident"). For purposes of this Section, "Discovery" means the point in time at which Service Provider becomes aware that a Security Incident has occurred.
Such notification shall include, to the extent known at the time of notification:
(a) the nature and scope of the Security Incident;
(b) the categories and approximate number of records or individuals affected;
(c) the likely consequences of the Security Incident;
(d) the measures taken or proposed to be taken by Service Provider to address and mitigate the Security Incident; and
(e) the contact information for the Service Provider's designated incident response coordinator.
Service Provider shall cooperate fully with Customer in investigating and responding to any Security Incident, including providing timely updates on the investigation, preserving relevant evidence, and assisting with any required notifications to affected individuals, regulators, or other third parties. Service Provider shall bear all costs and expenses associated with investigating and remediating any Security Incident to the extent caused by Service Provider's acts or omissions or the acts or omissions of Service Provider's personnel or subcontractors, including costs of forensic investigation, legal fees, notification costs, credit monitoring services for affected individuals, and regulatory fines or penalties.
Section 6.4 — Data Isolation
Service Provider shall maintain logical separation of Customer Data from the data of other Service Provider clients at all times during the Term. Customer Data shall be stored in dedicated environments, databases, or partitions with access controls that limit access to authorized Service Provider personnel who have a legitimate need to access such data in connection with the performance of the Services. Service Provider shall not commingle Customer Data with data belonging to any other customer, client, or third party. Service Provider shall implement and maintain technical controls, including network segmentation, access control lists, and data classification mechanisms, to enforce data isolation requirements. 
Section 6.5 — Compliance with Laws
Service Provider shall comply with all applicable data protection and privacy laws and regulations in the performance of the Services and in connection with its handling of Customer Data, including without limitation all applicable state data breach notification laws, the California Consumer Privacy Act (CCPA) (to the extent applicable), and any other federal, state, or local laws and regulations governing the collection, use, storage, processing, transfer, or disclosure of personal information. Service Provider shall promptly inform Customer if it becomes aware of any changes in applicable law that may affect its ability to perform the Services or to comply with its obligations under this Agreement.
Section 6.6 — Background Checks
Service Provider shall conduct background checks on all Service Provider personnel who will have access to Customer Data, Customer systems, or Customer facilities in connection with the performance of the Services. Such background checks shall be conducted prior to such personnel being granted access and shall be consistent with applicable law and industry best practices. Background checks shall include, at a minimum, criminal history checks, employment verification, and identity verification. Service Provider shall not assign any personnel to perform Services involving access to Customer Data if such personnel has been convicted of a felony or any crime involving dishonesty, fraud, or misrepresentation, unless Customer has provided its prior written consent.
Section 6.7 — Data Location
All Customer Data shall be stored, processed, and transmitted only within the continental United States at all times during the Term of this Agreement. Service Provider shall not transfer, access, or process Customer Data from any location outside the continental United States without Customer's prior written consent. In the event that Customer consents to the storage or processing of Customer Data outside the continental United States, Service Provider shall implement all additional safeguards required by applicable law and as reasonably requested by Customer to protect Customer Data in such alternative location(s). Service Provider shall maintain a current list of all data center locations where Customer Data is stored and shall provide such list to Customer upon request.
ARTICLE 7 — CONFIDENTIALITY
Section 7.1 — Confidential Information
Each Party acknowledges that, in the course of performing its obligations and exercising its rights under this Agreement, it may receive or have access to Confidential Information of the other Party. Each Party acknowledges that the Confidential Information of the other Party constitutes valuable proprietary information and trade secrets, the unauthorized disclosure or use of which could cause significant harm to the Disclosing Party.
Without limiting the generality of the definition of Confidential Information set forth in Section 1.1, Customer's Confidential Information specifically includes all Customer Data, trade promotion data, pricing algorithms, supply chain analytics, demand forecasting models, product formulations, brand strategies, marketing plans, customer and consumer data, distribution data, retail partner information, business strategies, financial data, budgets, projections, and proprietary methodologies. Service Provider's Confidential Information specifically includes Service Provider's proprietary tools, methodologies, software, pricing, cost structures,  employee information, and Pre-Existing Materials.
Section 7.2 — Obligations
The Receiving Party shall:
(a) hold the Disclosing Party's Confidential Information in strict confidence and not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent;
(b) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement (including, in the case of Service Provider, solely for the purpose of providing the Services, and in the case of Customer, solely for the purpose of receiving and utilizing the Services);
(c) restrict access to the Disclosing Party's Confidential Information to those of its employees, officers, directors, agents, advisors, and consultants who have a legitimate need to know such Confidential Information for purposes of this Agreement and who are bound by written confidentiality obligations at least as restrictive as those set forth in this Article 7; and
(d) protect the Disclosing Party's Confidential Information using the same degree of care as it uses to protect its own confidential information of like nature and importance, but in no event less than reasonable care.
The Receiving Party shall be responsible for any breach of this Article 7 by its employees, officers, directors, agents, advisors, consultants, and subcontractors.
Section 7.3 — Exclusions
The obligations of confidentiality set forth in this Article 7 shall not apply to information that the Receiving Party can demonstrate:
(a) is or becomes publicly available or part of the public domain other than through any act or omission of the Receiving Party in breach of this Agreement;
(b) was already known to the Receiving Party, without restriction on disclosure, at the time of disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records;
(c) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party, as evidenced by the Receiving Party's written records; or
(d) is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party with respect to such information.
Section 7.4 — Compelled Disclosure
If the Receiving Party is required by applicable law, regulation, subpoena, civil investigative demand, court order, or other legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent permitted by applicable law:
(a) provide prompt written notice to the Disclosing Party prior to making such disclosure, so that the Disclosing Party may seek a protective order or other appropriate remedy;
(b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy to prevent or limit such disclosure; and
(c) disclose only that portion of the Confidential Information that is legally required to be disclosed and use commercially reasonable efforts to obtain assurance that confidential treatment will be afforded to the disclosed Confidential Information.
Section 7.5 — Return and Destruction
Upon the expiration or termination of this Agreement, or upon the written request of the Disclosing Party at any time during the Term, the Receiving Party shall, at the Disclosing Party's election, promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, including all copies, extracts, summaries, and derivatives thereof, in any form or medium. The Receiving Party shall certify such return or destruction in writing, signed by an authorized officer, within thirty (30) days of such expiration, termination, or request. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information solely for purposes of monitoring its ongoing confidentiality obligations under this Agreement, provided that such archival copy is maintained in a secure location with restricted access and remains subject to the confidentiality obligations of this Article 7.
Section 7.6 — Duration
The obligations of confidentiality set forth in this Article 7 shall survive the expiration or termination of this Agreement for a period of   years following the effective date of such expiration or termination; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act of 2016 or applicable state trade secret laws), the obligations of confidentiality shall survive for so long as such information continues to constitute a trade secret under applicable law.
ARTICLE 8 — INTELLECTUAL PROPERTY
Section 8.1 — Customer Data Ownership
All Customer Data is and shall remain the sole and exclusive property of Customer. Service Provider acknowledges that it acquires no rights, title, or interest in or to any Customer Data by reason of this Agreement or its performance of the Services, except for the limited right to use Customer Data solely for the purpose of providing the Services to Customer during the Term of this Agreement. Upon termination or expiration of this Agreement, all Customer Data shall be returned to Customer or deleted by Service Provider in accordance with Section 3.7.
Section 8.2 — Pre-Existing Materials
Service Provider retains all right, title, and interest in and to the Pre-Existing Materials, including all intellectual Property rights therein. Nothing in this Agreement shall be construed to transfer or assign to Customer any ownership interest in the Pre-Existing Materials.
To the extent that any Pre-Existing Materials are incorporated into or necessary for Customer's use of any Deliverables, Service Provider hereby grants to Customer a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, create derivative works from, display, and distribute such Pre-Existing Materials solely in connection with Customer's use of the applicable Deliverables. Such license shall be transferable to Customer's Affiliates and successors and shall survive the expiration or termination of this Agreement.
Section 8.3 — Work Product and Custom Deliverables
Service Provider represents and warrants that all Deliverables shall be original works of Service Provider's personnel and shall not infringe, misappropriate, or violate the intellectual Property rights of any third party. Service Provider shall ensure that all Service Provider personnel who contribute to the creation of Deliverables have executed written agreements   prior to commencing work on such Deliverables.
Section 8.4 — Feedback
Customer may, from time to time, provide suggestions, comments, ideas, improvements, or other feedback regarding the Services or Service Provider's products, tools, or methodologies (collectively, "Feedback"). Service Provider shall be free to use, reproduce, disclose, and otherwise exploit such Feedback without restriction and without obligation to Customer, including for the purpose of improving its products, services, and offerings to other customers; provided, however, that Service Provider's use of Feedback shall not involve the disclosure or use of Customer's Confidential Information and shall not result in the incorporation of Customer Data into any product or service made available to third parties.
ARTICLE 9 — REPRESENTATIONS AND WARRANTIES
Section 9.1 — Mutual Representations and Warranties
Each Party represents and warrants to the other Party that, as of the Effective Date:
(a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and is qualified to do business in each jurisdiction where the nature of its business or ownership of its properties requires such qualification;
(b) it has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or limited liability company action;
(c) the execution, delivery, and performance of this Agreement do not and will not conflict with, violate, or result in a breach of, any provision of its organizational documents or any agreement, contract, instrument, order, judgment, decree, or law to which it is a party or by which it is bound; and
(d) it shall comply with all applicable federal, state, and local laws, rules, regulations, orders, and directives in connection with its performance of this Agreement.
Section 9.2 — Service Provider Representations and Warranties
Service Provider represents and warrants to Customer that:
(a) the Services shall be performed in a professional and workmanlike manner, consistent with  ;
(b) the Services shall conform in all material respects to the specifications, requirements, and descriptions set forth in the applicable Statements of Work and this Agreement;
(c) Service Provider has and shall maintain throughout the Term the requisite skills, experience, licenses, certifications, and resources to perform the Services in accordance with this Agreement;
(d) the Services and Deliverables shall not infringe, misappropriate, or violate any intellectual Property rights or other proprietary rights of any third party;
(e) Service Provider maintains, and shall continue to maintain throughout the Term, SOC 2 Type II certification covering the trust service criteria applicable to the Services;
(f) Service Provider's systems, software, tools, and infrastructure used to deliver the Services shall be free of any malicious code, including viruses, worms, Trojan horses, ransomware, spyware, adware, and any other code designed to disrupt, disable, harm, or gain unauthorized access to any system, network, or data;
  the information provided by Service Provider in response to Customer's request for proposals (Reference No. MCB-IT-RFP-2023-006) was accurate and complete in all material respects as of the date of submission.
Section 9.3 — Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. NOTHING IN THIS SECTION 9.3 SHALL LIMIT OR MODIFY THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 9.1 AND 9.2 OF THIS AGREEMENT.
ARTICLE 10 — INDEMNIFICATION
Section 10.1 — Service Provider Indemnification
Service Provider shall defend, indemnify, and hold harmless Customer and its Affiliates, and their respective officers, directors, managers, members, employees, agents, successors,   (collectively, the "Customer Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, suits, actions, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising out of, relating to, or resulting from:
(a) any breach by Service Provider of any representation, warranty, covenant, or obligation under this Agreement;
(b) any negligent act or omission, willful misconduct, or fraud by Service Provider or its personnel, agents, or subcontractors in connection with the performance of the Services;
(c) any third-party claim that the Services, Deliverables, or any component thereof (including any tools, software, or materials provided or used by Service Provider) infringe, misappropriate, or violate any intellectual Property rights or other proprietary rights of any third party;
(d) any breach by Service Provider of its data security or confidentiality obligations under Article 6 or Article 7 of this Agreement;
  any violation of applicable law by Service Provider or its personnel, agents, or subcontractors in connection with the performance of the Services; or
  any bodily injury, death, or damage to real or tangible personal property caused by the negligent acts or omissions or willful misconduct of Service Provider or its personnel, agents, or subcontractors.
In the event of a claim under Section 10.1(c) (IP infringement), Service Provider shall, at its sole cost and expense, either (i) procure for Customer the right to continue using the infringing Services or Deliverables, (ii) modify the Services or Deliverables to make them non-infringing while maintaining substantially equivalent functionality, or (iii) replace the infringing Services or Deliverables with non-infringing alternatives of substantially equivalent functionality. If none of the foregoing alternatives is commercially practicable, Customer may terminate this Agreement without payment of any earl

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