MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is made and entered into effective as of date on signed Statement of Work (SOW), by and between BĀS Level Consulting, LLC ("Consultant"), an Ohio limited liability company, and Client ("Client"). This Agreement sets forth the terms and conditions under which Consultant shall provide information technology and business technology consulting services to Client.

1. SERVICES

The specific services and fees shall be detailed in individual proposals or Statements of Work ("SOWs") agreed upon in writing by both parties. Each SOW is incorporated into this Agreement by reference and shall be subject to its terms.

2. TERM AND TERMINATION

This Agreement commences on the effective date and remains in effect unless terminated by either party with thirty (30) days written notice. Termination shall not affect any outstanding SOWs, which shall remain in force until completion or their own termination.

Upon termination, Client shall pay for all services performed and approved expenses incurred through the termination date.

3. FEES AND PAYMENT

Unless otherwise stated in an SOW, Consultant will invoice Client periodically. Payment is due within fifteen (15) days of invoice. Unpaid amounts will accrue a finance charge of 1.5% per month (or the highest rate permitted by law).

Consultant reserves the right to suspend services for non-payment.

4. EXPENSES

Client shall reimburse Consultant for pre-approved, reasonable expenses incurred in providing services.

5. LICENSING PURCHASES

License Commitment: All Microsoft Cloud Solution Provider (CSP) licenses provided under any Statement of Work have a defined commitment term. Client acknowledges and agrees that, upon acceptance of a Statement of Work and initiation of license provisioning, Client is financially obligated for the full duration of the commitment term, regardless of license utilization or early termination.

Termination and Financial Obligation: If Client elects to terminate licenses prior to the end of the agreed-upon term, Client will remain responsible for the full remaining balance due through the end of the original commitment term. Early termination or cancellation does not relieve Client of this obligation.

Renewal: Licenses will automatically renew for successive terms of equal length unless Client provides written notice of intent not to renew at least thirty (30) days prior to the expiration of the current commitment term.

Compliance: Client is responsible for compliance with all Microsoft licensing terms and policies. Violation of Microsoft terms may result in immediate suspension or termination of licenses without relieving Client’s financial obligations.

6. INDEPENDENT CONTRACTOR

Consultant performs all services as an independent contractor. Nothing in this Agreement shall be interpreted to create a partnership, joint venture, or employment relationship.

7. NON-SOLICITATION

During the term of this Agreement and for twelve (12) months thereafter, neither party shall solicit or hire the other party’s employees or contractors directly involved in service delivery, without prior written consent.

8. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

Consultant shall retain all ownership rights to any intellectual property, tools, templates, or methodologies used or developed during performance of the services, excluding Client’s confidential business information.

Consultant grants Client a non-exclusive, royalty-free, perpetual license to use any deliverables provided under this Agreement solely for Client's internal business purposes.

9. CONFIDENTIALITY

Each party agrees to protect the other’s Confidential Information using the same care as its own confidential information, and not less than reasonable care. These obligations shall survive termination for a period of three (3) years.

Confidential Information does not include information that is (i) publicly known; (ii) rightfully received from a third party; or (iii) independently developed without reference to the disclosing party's information.

10. WARRANTY

Consultant warrants that it will provide services in a professional and workmanlike manner.

EXCEPT AS EXPRESSLY PROVIDED, CONSULTANT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. LIMITATION OF LIABILITY

Consultant’s liability for damages shall not exceed the total fees paid by Client under this Agreement. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

12. INDEMNIFICATION

Each party shall indemnify and hold harmless the other and its officers, employees, and agents against claims arising from their own acts or omissions.

13. DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve any dispute through mediation in Ohio. If mediation fails, any dispute shall be settled by binding arbitration under the rules of the American Arbitration Association.

14. FORCE MAJEURE

Neither party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, war, acts of government, or labor disputes.

15. MISCELLANEOUS

a. Governing Law. This Agreement shall be governed by the laws of the State of Ohio.

b. Entire Agreement. This Agreement and all SOWs constitute the full agreement. Amendments must be in writing and signed by both parties.

c. Severability. If any provision is found invalid, the remaining provisions shall remain in full force.

d. No Waiver. Failure to enforce any provision does not waive the right to enforce it later.

e. Attorney’s Fees. The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.