Thank you for selecting CBM Technology as your information technology services provider!

This Services Agreement is by and between Computers for Business Management, Ltd. d/b/a CBM Technology, with its principal address at 218 East Bridge Street, Breaux Bridge, LA 70517 (“CBM Technology”) and the client (“Client”) who has executed a Business Agreement (as defined below) with CBM Technology. The term “Agreement” as used herein means and includes the terms of this Service Agreement along with the terms of the Business Agreement.

1. Services
   1. Business Agreement. The Services are described in an agreement, quote, order, schedule, proposal, statement of work, or other written document specifying the scope of services and rates/fees (“Business Agreement”). Client agrees to the terms of this Agreement by either:
      1. executing a CBM Technology Business Agreement, or
      2. by clicking or checking “I Accept” or similar language referencing this Agreement.

      This Agreement constitutes a legally binding agreement between Client and CBM Technology. If the terms of the Business Agreement conflict with the terms of this Services Agreement, the terms of this Services Agreement shall be controlled unless the Business Agreement expressly states an intent to override the term in this Agreement.

   2. Additional Services. Services may be added or modified through an agreed new Business Agreement, a Change Order, or other Client request for out-of-scope work accepted in writing by CBM Technology. Unless otherwise specified in the Business Agreement, CBM Technology is entitled to rely on requests for additional Services made by any Client user, including requests for on-site Services and Services outside of CBM Technology’s Regular Business Hours. CBM Technology may but is not required to, provide any requested additional Services. In all cases, additional or modified Services will be governed by the terms of this Agreement.
   3. Hours of Service. Services will be provided by CBM Technology during Regular Business Hours unless otherwise agreed by CBM Technology. “Regular Business Hours” are weekdays between 8:00 a.m. and 5:00 p.m. Central time, excluding CBM Technology holidays. CBM Technology may charge a higher rate for work done outside of Regular Business Hours at Client’s request.
   4. Estimated Dates. CBM Technology may specify in a Business Agreement estimated dates for beginning and completing Services. Any estimated dates are for planning purposes only and are not a guarantee; actual dates may vary if Client fails to provide the required information, assistance, and/or decisions, access to resources, or for other reasons.
   5. Purchase of Third-Party Items. As agreed in a Business Agreement, Client may from time to time purchase from CBM Technology third-party hardware, software, and software-based services (“Purchased Items”). All sales of Purchased Items are final, and Client shall have no right to return Purchased Items except pursuant to applicable manufacturer warranty terms. If the Purchased Items include Microsoft software licenses, including for Microsoft 365, then Client agrees that such Microsoft licenses are governed by the terms and conditions of the Microsoft Customer Agreement at https://www.microsoft.com/licensing/docs/customeragreement and that Client will be a party to such Microsoft Customer Agreement with Microsoft. Title to Purchased Items that are hardware and risk of loss or damage thereto will pass to Client at the time of delivery of such Purchased Items to Client. CLIENT AGREES THAT CBM TECHNOLOGY IS NOT THE MANUFACTURER OF THE PURCHASED ITEMS AND THAT CBM TECHNOLOGY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PURCHASED ITEMS OR ANY RELATED SERVICES. To the extent it is able, CBM Technology will pass along all warranties (including related terms and limitations) provided by the original manufacturer of the Purchased Items.
   6. Compliance. Client agrees to comply with all applicable laws, rules, and regulations when making use of the Services and its IT systems.
   7. Location of Services and Service Conditions. Unless otherwise agreed in a Business Agreement, all Services will be performed remotely by CBM Technology from CBM Technology’s locations. For Services performed at other locations, Client is responsible for providing CBM Technology with proper and adequate permission to enter such locations and for ensuring the safety of such locations. CBM Technology may delay or decline to provide Services if CBM Technology believes the conditions are not safe. Outside work will only be performed weather permitting. CBM Technology will in no event be obligated to perform on-site Services at any home office. On-site Services will be provided for business office locations only.
   8. Third-Party Tools. CBM Technology may use third-party software tools and services (whether procured by CBM Technology or Client, “Third-Party Tools”) to assist in providing Services. Certain Third-Party Tools may be provided to Client by CBM Technology for Client’s use in connection with the Services. Client acknowledges that some Third-Party Tools may include software with artificial intelligence capabilities and hereby consents to the use of such capabilities. Client agrees as follows with respect to Third-Party Tools:
      1. Client agrees to, and will abide by, all Third-Party Tool license and agreement terms for Third-Party Tools used by Client.
      2. Client agrees that CBM Technology is not responsible for any defects in, or issues or damages caused by, any Third-Party Tools (including data breaches caused by any Third-Party Tools).
      3. Client may use Third-Party Tools provided by CBM Technology solely in connection with the Services. Client has no right or license to use such Third-Party Tools outside the scope of the Services or after the termination of the applicable Schedule unless otherwise agreed by CBM Technology.
   9. Access to Client Systems. Client hereby authorizes CBM Technology to remotely access, connect to, and manage Client systems as required for the Services. These activities may include:
      1. updating software including applying patches;
      2. rebooting devices for support purposes;
      3. deleting temporary files and clearing caches;
      4. starting or restarting application services;
      5. staging and executing scripts for automated maintenance routines; and
      6. performance tuning.

2. Fees and Payment
   1. Fees. Client shall pay CBM Technology the fees and other amounts set forth in the Business Agreement. Any hourly rates and per-task fees set forth in a Business Agreement are fixed for the first year of a Business Agreement and may be increased once per year thereafter. To the extent any fees are based on charges from third-party providers, such fees may increase from time to time proportionately based on increases imposed by such third-party providers.
   2. Managed Services Fee. Monthly managed Services fees are subject to change by CBM Technology upon notice to Client based on changes in the number of users, number of Covered Systems (defined below), other material changes in Client’s environment, and otherwise as set forth in this Agreement. The monthly fee will not be reduced to less than 75% of the initial fee set forth in the Business Agreement. In addition, managed services fees may be increased by CBM Technology in its discretion once every twelve (12) months after the first full calendar year of managed services, up to a cumulative annual 5% increase since the last fee increase.
   3. Rates. Unless otherwise agreed in the Business Agreement, CBM Technology’s current standard rates will apply to Services, with on-site time billed with a 30 minute minimum and in 15 minute increments after the first hour and remote time billed in 15-minute increments. Trip charges are applicable on all on-site engagements unless otherwise specified. The minimum charge for any on-site engagement is based on a 1-hour visit plus CBM Technology’s current trip charges.
   4. Terms. All invoices will be delivered electronically and are due within thirty (30) days after the invoice date. All payments under this Agreement shall be made in United States dollars and are non-refundable. Late payments are subject to interest at the rate of eighteen (18) percent annually, or the maximum amount allowed by applicable law if lower, calculated from the date when payment becomes overdue until payment is made. Client shall be responsible for CBM Technology’s costs of collecting late payments. Client’s agreement to the Business Agreement constitutes a valid purchase order for the Services associated with that Business Agreement including any additional Services performed related to that Business Agreement.
   5. Credit Authorization. Invoice terms are subject to Client credit approval. Client hereby irrevocably authorizes CBM Technology and gives its express consent under all applicable laws for CBM Technology to obtain credit information and check financial references regarding Client for the purpose of assessing Client’s creditworthiness. Client will promptly execute and deliver to CBM Technology such documents and assurances which may be reasonably requested from time to time to carry out the intent and purpose of such assessments.
   6. Invoice Disputes. Client may withhold payment of fees disputed by Client, but only if:
      1. such dispute is made in good faith;
      2. Client provides CBM Technology with notice of such dispute prior to the invoice due date;
      3. Client pays any undisputed portions of the invoice; and
      4. Client negotiates in good faith with CBM Technology a prompt resolution of the dispute. Client waives any right to dispute an invoice more than sixty (60) days after the invoice date. CBM Technology may correct billing errors at any time.
   7. Taxes. Fees and charges are exclusive of all applicable taxes. Client agrees to pay all federal, state, local, and other taxes based on this Agreement and/or the Services and Purchased Items, excluding taxes based on CBM Technology’s net income. If Client claims tax-exempt status for any purpose in connection with this Agreement, Client represents and warrants that it is a tax-exempt entity and will provide CBM Technology upon request with a correct copy of Client’s tax-exempt certificate(s).
   8. Expenses. Client shall reimburse CBM Technology for all reasonable out-of-pocket expenses incurred by CBM Technology in connection with providing Services under this Agreement that are approved by Client, including but not limited to travel and shipping expenses.

3. Client Requirements.
   Client will, at its own cost:
   1. Cooperate with and reasonably assist CBM Technology in the performance of the Services and interact with CBM Technology in a professional and courteous manner, including by promptly providing access for CBM Technology’s personnel to locations, resources, systems, information, and the assistance of informed personnel required for CBM Technology to provide Services. Client acknowledges and agrees that CBM Technology may as reasonably necessary or helpful for the Services:
      1. recover data from Client systems;
      2. access Client systems and discover Client passwords, and
      3. utilize software and hardware tools in Client’s network.
   2. Identify an employee to act as Client’s primary contact and coordinator for CBM Technology’s Services.
   3. Remain solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client data, information, and materials (“Client Data”).
   4. If Services are performed at Client’s place of business, furnish full and safe access to Client’s office, networks, and systems by CBM Technology’s personnel, including as applicable parking, internet access, and workspace.
   5. Provide any passwords necessary for CBM Technology’s personnel to perform requested tasks.
   6. Allow CBM Technology access to Client’s systems and networks to remove CBM Technology’s equipment, software, alert settings, and accounts from Client’s facilities and networks, upon request and upon termination or suspension of Services.
   7. Maintain and pay for valid licenses, warranties, and support contracts with respective third-party vendors for hardware, operating software, and application software used in Client’s network and systems that relate to the Services.

4. Term; Termination.
   1. Term This Agreement is effective beginning on the date the Business Agreement is accepted by Client and will continue until terminated as set forth herein. Except as expressly set forth otherwise in the Business Agreement, neither party may terminate this Agreement for convenience. The first Business Agreement entered into by Client with CBM Technology for recurring Services will establish a “Master Renewal Date”, which will be unless otherwise agreed in the Business Agreement, three (3) years from the start date for such first Business Agreement. Subsequent Business Agreements for recurring Services will renew on the Master Renewal Date unless otherwise specified on the Business Agreement.
   2. Renewal. Unless the Business Agreement is for one-time consulting services only, the Business Agreement term automatically renews for subsequent terms of the same length as the initial term, immediately following the end of the current term, unless either party gives at least 60 days written notice of termination prior to the end of the current term.
   3. Termination for Breach; Suspension. Either party may terminate this Agreement if the other party materially breaches this Agreement, and such breach is not cured within thirty (30) days after written notice. Notice of the breach must include specific details regarding the breach. CBM Technology may suspend some or all of the Services upon notice to Client if Client materially breaches this Agreement, including but not limited to by not paying any fees or costs due.
   4. Early Termination Fees. Unless otherwise set forth in the Business Agreement, if CBM Technology terminates this Agreement due to Client’s uncured material breach per Section 4(c), then Client shall pay an early termination fee equal to 25% of the Client’s average monthly fees (based upon the prior three months) under the Business Agreement, times the number of months remaining in the Business Agreement term. This sum shall become immediately due without any further demand by CBM Technology. The parties acknowledge that CBM Technology’s actual damages arising from such termination would be difficult to determine with accuracy and, accordingly, have agreed to the foregoing early termination fees, which the parties acknowledge are a reasonable estimate of CBM Technology’s losses.
   5. Survival Sections 4(d), 4(e), 4(f), 5, 6, 7(c), 8, 9, 10, 13, and 14 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement will not affect any accrued rights or liabilities of either party. Notwithstanding anything to the contrary herein, certain Purchased Items (such as third-party software subscriptions) may have different agreed terms than the overall Business Agreement, and Client also agrees to pay for such Purchased Items for the entire committed term, regardless of any early termination of the overall Business Agreement. Fees for partial months at the end of any early termination of a Business Agreement will not be prorated; the entire monthly fee will apply.
   6. Transition Services. So long as Client has paid all its fees in full, upon termination CBM Technology will provide commercially reasonable Services in support of Client’s transition to internal support or another services provider, in accordance with CBM Technology’s then-standard transition services procedures and at CBM Technology’s then-current rates.

5. Confidentiality
   1. Definition. “Confidential Information” means any business, financial, or technical information or data that is disclosed by one party to the other party pursuant to this Agreement that is marked as confidential or that, due to the nature of the information or circumstances surrounding its disclosure, would reasonably be recognized as confidential. Confidential Information does not include information that:
      1. is or becomes publicly known or available without breach of this Agreement;
      2. is received by a receiving party from a third party without breach of any obligation of confidentiality;
      3. was previously known by the receiving party as shown by its written records; or
      4. is independently developed by the receiving party.

      The terms of this Agreement and the Business Agreement, and all CBM Technology IP (defined below), are the Confidential Information of CBM Technology.

   2. Confidentiality Obligations. A receiving party agrees:
      1. to use the Confidential Information of the disclosing party solely for the purpose of performing its obligations or exercising its rights under this Agreement;
      2. not to disclose such Confidential Information to third parties, except to its employees and contractors who have a need to know such information for the purpose of this Agreement; and
      3. to protect the disclosing party’s Confidential Information with the same degree of care that it uses to protect its own Confidential Information, but no less than a reasonable standard of care.

      A receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, unless prohibited by law, the receiving party shall inform the disclosing party as soon as practicable, prior to any such required disclosure, and cooperate with the disclosing party in limiting the scope of any such required disclosure.

   3. Remedies. Each party acknowledges and agrees that any violation of this Section may cause such party irreparable injury for which such party would have no adequate remedy at law, and that such party shall be entitled to seek preliminary and other injunctive relief against the other party for any such violation, without limiting any and all other remedies or rights that such party may have at law or in equity for such violation.
   4. Return or Deletion. Upon the request of the disclosing party, the receiving party will return to the disclosing party or destroy all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party; provided that, the receiving party may maintain the other party’s Confidential Information in its standard information systems backup programs, subject to the confidentiality terms herein.

6. Intellectual Property
   1. Ownership. Client agrees that CBM Technology and its third-party licensors and suppliers own all rights, title, and interest, including all intellectual property rights, in the Services, the results of the Services, and all software, tools, scripts, and configurations including CBM Technology documentation, methods, procedures, and materials provided or used by CBM Technology (“CBM Technology IP”). CBM Technology reserves all rights in the CBM Technology IP not expressly granted under this Agreement. Client shall not:
      1. use or allow the use of CBM Technology IP to provide service bureau or other IT services to third parties; or
      2. reverse engineer, decompile, disassemble, sublicense, transfer, modify, or change any CBM Technology IP, or attempt to do any of the foregoing.

      Subject to payment for the associated Services, except to the extent a third-party provider’s license terms apply, CBM Technology grants Client a worldwide, non-exclusive, non-transferable, royalty-free license to use CBM Technology IP incorporated in deliverables provided by CBM Technology to Client during the term of such Services, solely in support of Client’s business operations.

   2. Client Data and Systems Client retains sole ownership of all Client Data. Client shall defend, indemnify, and hold CBM Technology and its officers and employees harmless against any claim or suit, and all associated damages, costs, liabilities, and expenses, which alleges that any Client Data or that CBM Technology’s access to any software or hardware licensed or created by Client infringes or misappropriates a third-party intellectual property or other right.

7. Warranty
   1. Purchased Items. CBM Technology does not offer or provide warranty services on any Purchased Items. CBM Technology will pass along any manufacturer warranties on Purchased Items, to the extent that it is able. Client is responsible for working with individual product manufacturers on warranty issues. If within the scope of agreed Services, at a mutually agreed fee, CBM Technology will help coordinate the resolution of product warranty issues.
   2. Limited Warranties. Each party warrants that it has full authority to enter into this Agreement and is not bound by any contractual or legal restrictions from fulfilling its obligations hereunder. CBM Technology warrants that the Services will be provided in a professional and workmanlike manner, using personnel that are qualified. Client must provide notice of a breach of the foregoing warranty, along with substantiating documentation, within thirty (30) days after the delivery of the Services. If Client does so, CBM Technology will, as Client’s sole remedy, use reasonable commercial efforts to correct the breach at no additional charge. Client warrants that it has all required licenses and consents from third parties authorizing CBM Technology’s access and use of software, documentation, and data made available to Client by such third parties, as required for CBM Technology to perform its Services.
   3. Disclaimer. Client agrees that:
      1. CBM Technology does not promise or guarantee that it will resolve all issues or “bugs” in any software, systems, or technology (“Systems”), and
      2. a failure by CBM Technology to resolve any issue or series of issues in a System is not a breach of this Agreement.

      CBM Technology is in no way liable for defects or “bugs” in any Systems, for correcting errors introduced into data or software due to failure of Systems, or for any cost of reconstructing software or lost data. Except to the extent set forth in a Business Agreement, Client agrees that Client has the sole responsibility for securing and backing up its data. CBM Technology does not warrant that the Services will be provided uninterruptedly or error-free. CBM TECHNOLOGY IS NOT RESPONSIBLE FOR CLIENT’S FAILURE TO MAINTAIN ADEQUATE BACKUPS NOR FOR THE COST OF RECONSTRUCTING DATA STORED ON BACKUP SYSTEMS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CBM TECHNOLOGY AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; OR ARISING AS A RESULT OF CLIENT USAGE IN THE TRADE OR BY COURSE OF DEALING.

8. Limitation of Liability
   1. Limitations. Client agrees that the maximum aggregate liability of CBM Technology or any of its suppliers relating to this Agreement and the Services shall be limited to the amount of fees received by CBM Technology from Client under the Business Agreement during the prior six (6) months. In no event shall either party or any of its suppliers be liable for any special, incidental, indirect, cover, consequential, exemplary, or punitive damages; any damages based on injury to person or property or death; or any lost sales, profits or data, or loss of use of systems, even if a party is told that any of such damages may occur. In no event is CBM Technology liable for any systems related to medical devices, other life-saving devices, real-time controls for critical processes, or other systems the failure of which might cause injury or death, including any interface to any such systems. CBM Technology provides contracted services as a contractor and is not a fiduciary with any fiduciary duties of care to Client. No action, regardless of form, arising out of or relating to this Agreement shall be brought by either party more than one (1) year after the cause of action accrued.
   2. Security.
      1. CBM Technology may provide Services designed to assist in securing Client’s technology environment. However, Client agrees that Client remains solely responsible for the security of its organization and its systems, developing its own security policy, and periodically testing its security to make sure it meets the requirements of its security policy. Due to the nature of malicious actors and governments, CBM Technology cannot and does not guarantee or certify the security of any current or future Client systems or networks. Any review or recommendations made by CBM Technology regarding the security of Client’s systems and networks are made in good faith but are not guaranteed to be accurate, complete, or successful in securing Client’s systems and networks. Any changes made to a Client network or system may have direct or indirect impacts that are negative to security. CBM Technology cannot anticipate every possible consequence of such changes.
      2. Unless expressly set forth otherwise in a Schedule, Services provided by CBM Technology will not include the remediation or restoration of systems affected by a data breach, ransomware, or other security event. CBM Technology may in its discretion assist Client with such matters at its standard rates (unless a different fee arrangement is agreed). Client hereby releases, indemnifies, and holds harmless CBM Technology and its employees, agents, officers, and directors from all claims, liability, losses, damages, and expenses including attorney’s fees, related to a security breach or event involving Client systems or Client data unless a court determines that such security breach or event is caused solely by CBM Technology’s gross negligence or willful misconduct.
      3. (iii) Without limiting the foregoing, Client is solely responsible for security and other issues associated with:
         1. use by Client personnel of personal devices with Client Data and systems, and
         2. accessing Client Data and systems from outside Client’s office.
   3. Cybersecurity Insurance. Client is specifically advised to obtain appropriate cybersecurity insurance to cover damage caused by data breach, ransomware, and other cybersecurity issues. Client should evaluate and independently determine its coverage needs for its cybersecurity and related insurance. Upon request, Client will provide CBM Technology with information regarding Client’s cybersecurity insurance for CBM Technology’s records. CBM Technology may in its sole discretion, upon request and at CBM Technology’s applicable rates, assist Client in Client’s applications for cybersecurity insurance, but Client is solely responsible for attesting to the content of its insurance applications. CBM Technology may in its discretion carry its own insurance coverage for cybersecurity or data breaches. Client agrees that any such coverage is not intended to, and will not, cover any intrusions or losses to Client systems or data.
   4. Assistance with Compliance: CBM Technology may, as agreed in a Schedule, assist Client in reviewing Client’s compliance with the technical aspects of certain laws, regulations, and standards. The parties agree that in connection with any such Services:
      1. CBM Technology does not provide any certification services and does not certify Client’s compliance with any laws, regulations, or standards.
      2. CBM Technology also does not provide any legal services or advice and does not warrant or guarantee that its Services will satisfy any Client compliance or legal obligations. Client is specifically advised to obtain and use legal counsel to provide legal advice regarding Client’s compliance requirements and to review the Services and deliverables provided for compliance with laws, regulations, standards, and other requirements.
      3. If compliance requirements change during the term of the applicable Schedule, the parties will negotiate in good faith an increase in the fees for providing such compliance-related services.

9. Indemnification
   1. Mutual Indemnity. Each party will defend, indemnify and hold harmless the other from and against any and all liability, damages, losses, claims, actions, judgments, and costs, including reasonable attorney’s fees (collectively “Losses”), for damage to any tangible property and for injury to or death of persons, including employees or agents of such other party performing work under this Agreement, caused by the willful misconduct or negligent acts or omissions of the indemnifying party, its agents or employees.
   2. Client Indemnity. If CBM Technology or any of its officers, employees, or contractors becomes involved in any capacity in an action, proceeding, or investigation brought by or against any person, including Client or any Client affiliate, related to the Services provided under this Agreement, Client will reimburse CBM Technology for its legal and other fees and expenses (including CBM Technology fees for time spent) incurred in connection therewith, as such fees and expenses are incurred. Client will indemnify, defend, and hold CBM Technology harmless from and against all claims against CBM Technology and associated Losses arising out of or related to the Services, except as set forth in Section 9(a) and except to the extent that a court of competent jurisdiction shall have determined by a final judgment that such Loss primarily resulted from the gross negligence or willful misconduct of CBM Technology in rendering Services.

10. CBM Equipment
    1. CBM Equipment. CBM Technology may in connection with the Services deliver to Client and install appliances, devices, and other equipment helpful in providing the Services that is owned by CBM Technology (“CBM Equipment”). Client agrees that CBM Equipment is the sole and exclusive property of CBM Technology. Client will keep the CBM Equipment free and clear of liens or encumbrances of any kind.
    2. Access. Client agrees to provide CBM Technology and its authorized agents access to Client premises during regular business hours upon reasonable notice during and after the term of the Business Agreement to install, connect, inspect, maintain, replace, or disconnect or remove the CBM Equipment, to install associated software, and to conduct an audit of the CBM Equipment. CBM Technology shall have the right to upgrade, modify, and enhance CBM Equipment and associated software from time to time through downloads from CBM Technology’s network or otherwise.
    3. Termination. Client agrees that, if the Business Agreement is terminated, Client has no right to possess or use the CBM Equipment. Client agrees to arrange for the return of CBM Equipment to CBM Technology, in the same condition as when received (excepting ordinary wear and tear), upon termination of the Business Agreement. CBM Technology will charge Client a continuing monthly fee until any outstanding CBM Equipment is returned to CBM Technology. CBM Technology may retrieve any such CBM Equipment not returned by Client.
    4. Loss. Client agrees to pay CBM Technology for the replacement cost of the CBM Equipment as reasonably determined by CBM Technology if :
       1. the CBM Equipment is destroyed, lost, or stolen, or
       2. the CBM Equipment is damaged (excluding equipment malfunction through no fault of Client) while in Client possession.

       Client agrees to return any damaged CBM Equipment to CBM Technology. Client shall not be required to pay CBM Technology if the damage or destruction of the CBM Equipment arises out of the acts or omissions of CBM Technology or its agents, employees or subcontractors.

    5. Tampering. Client will not and will not allow others to:
       1. open, alter, misuse, tamper with, or remove the CBM Equipment,
       2. use the CBM Equipment in a manner contrary to this Agreement,
       3. remove any markings or labels from the CBM Equipment indicating CBM Technology ownership or serial or identity numbers, or
       4. modify or repair the CBM Equipment.

       Client will reasonably safeguard the CBM Equipment from loss or damage.

11. Managed Services Terms.
    THIS SECTION APPLIES ONLY TO THE EXTENT THAT MANAGED SERVICES ARE INCLUDED IN THE QUOTE
    1. Managed Services Terms.
       1. Managed Services covers only the systems, software, devices, networks, services, and applications identified in the Business Agreement or otherwise agreed in writing by CBM Technology (“Covered Systems”). All Client systems at covered Client locations must be included in the managed Services scope unless otherwise agreed in writing by CBM Technology in its sole discretion; provided that CBM Technology may in its sole discretion determine that any systems, equipment, or services are not suitable for the provision of managed Services.
       2. Client acknowledges and agrees that CBM Technology may install one or more software agents on the Covered Systems, for the purpose of enabling monitoring, patching, and technical support functions. Client agrees not to disable, delete, or modify the functioning of any such software agents.
       3. Monitoring and patching may not be available for all Covered Systems due to technology and compatibility limitations. CBM Technology will review, diagnose, and respond to any alerts related to the Covered Systems during Regular Business Hours only unless otherwise set forth in the Business Agreement.
       4. Upon termination of this Agreement, CBM Technology will be provided the opportunity to remove all of its agents from Covered Systems. CBM Technology is not responsible for any issues caused by Client’s or a third party’s removal of such agents.
       5. CBM Technology is not liable or responsible for defects or “bugs” in any software or systems, for correcting errors introduced into the data, programs, or any other software due to hardware failure, or for any cost of reconstructing software or lost data. Any support required to restore data integrity, such as, but not limited to, rebuilding corrupted records, examining files, re-installation of operating systems or other software, or rebuilding databases, is outside the scope of the Services unless agreed in writing by CBM Technology.
       6. CBM Technology reserves the right to utilize the services of manufacturer’s representatives for repairs to hardware provided by those manufacturers under separate service contracts.
       7. Client acknowledges that patches are developed by third parties and may cause operating difficulties or “break” other software or systems. Client agrees that CBM Technology is not responsible for the potential adverse effects of applying any patches.
       8. Backup of systems, data, or files stored only on public cloud-based document systems (such as Dropbox, Box, and Google Drive) are not included in the Services unless expressly specified in the Business Agreement.
       9. Client accepts responsibility for managing its environment and taking steps to mitigate the loss of data, interruption of service, or any element disruptive to any backup service. Client understands and agrees that identification of files and data to be included in any backup are the sole responsibility of Client. CBM Technology recommends that Client always have verified multiple backups before purging any database or accounting system. CBM Technology does not warrant or guarantee that any backup system will create a correct backup and will not be responsible for any losses due to any backup system failing to report a problem, failure of an automated notification system, or any other failure of systems and processes related to backups.
       10. A formal disaster recovery or business continuation plan is NOT part of this Agreement unless specifically agreed in writing by CBM Technology in the Business Agreement. Although the Services to be provided under the Business Agreement may help provide IT continuity and will, under certain conditions, help to recover from certain disasters, nothing in the Business Agreement should be considered a formal disaster recovery or business continuity plan. If Client requires a disaster recovery or business continuity plan, including testing of the plan, CBM Technology may as agreed assist Client with the development of such a plan at an additional fee.
       11. Client will keep CBM Technology updated with all information required to enlist any vendor’s technical support including e-mail and phone contact information along with any customer codes or access information that may be required. All vendor and third-party technical maintenance and support fees are the responsibility of Client.
    2. Service Level Agreement. See Exhibit A attached to this Agreement for Service Level Agreement (SLA) terms applicable to managed Services.
    3. Out of Scope. The following items are out of scope for managed Services but may be provided by CBM Technology upon written agreement of the parties. Fee estimates will be provided upon request. Separate Business Agreements may be necessary:
       • Projects (e.g., implementation of new servers, server upgrades, line of business application upgrades, large workstation replacement, generally any task over 3 hours).
       • Relocation services, including any moves, additions, or changes.
       • Training services.
       • Third-party data recovery fees.
       • Software development services.
       • Security camera systems support.
       • Cabling services and telecommunications support, including cabling, adds/moves/changes.
       • Support for access to Client’s systems from Client personnel’s homes is provided on a reasonable efforts basis only and does not include any support for home-based laptops, tablets, computers, equipment, networks, or internet.
       • Support for mobile phones and tablets (except for assistance with connecting phone email to Client’s email system).
       • Items not covered by the manufacturer warranty, such as replacement parts, may incur additional charges including, but not limited to, the cost of the required replacement part.
       • Equipment service or repair made necessary due to unreasonable adverse environmental conditions or equipment applications beyond those for which the equipment was designated.
       • Service and repair made necessary by the repair, alteration, or modification of equipment covered by this Agreement other than that authorized by CBM Technology or an authorized service agency will be subject to separate additional charges. This includes but is not limited to, repairs, alterations, software installations, or modifications of equipment made by employees or agents of the Client.
       • Disaster recovery initiatives.
       • Incident response to remediate ransomware attacks.
       • Support for connection to Client systems from uncontrolled environments including hotels, coffee shops, etc.
       • Any activities associated with litigation, compliance, or eDiscovery searches within any Client system or associated data, including but not limited to Office 365 or advanced log research.
    4. Client Responsibilities. With respect to managed Services, Client will have the sole responsibility, at its own cost, to:
       • Maintain Client site conditions in a reasonable and clean manner and as specified by applicable system manufacturers.
       • Maintain 3rd party support/maintenance agreements for all Covered Systems and line of business software under Vendor Management.
       • Cover the cost of replacement parts, equipment, and shipping charges of any kind.
       • Pay all third-party software license fees, renewal fees, or upgrade fees of any kind (except in connection with software provided by CBM Technology in support of the Services).
       • Cover the cost of any third-party vendor or manufacturer support or incident fees of any kind.
       • Not attempt to repair or modify any Covered Systems.
       • Keep all security / administrator-level passwords secured from the user or 3rd party.

       Client agrees that any Services required due to Client’s failure to meet the above responsibilities will be separately charged to Client.

12. Assignment.
    Neither party may assign this Agreement without the prior written consent of the other party, except that such consent shall not be necessary for an assignment made to a party’s affiliate or to its successor in connection with the sale of all or substantially all of such party’s business or portion of such party’s business to which this Agreement relates.

13. Informal Dispute Resolution and Arbitration
    The parties shall attempt in good faith to resolve any controversy, claim, or dispute of whatever nature arising out of or relating to this Agreement (“Dispute“) promptly by negotiation between executives or managers who have authority to settle the Dispute and who are at a higher level of management within each of the parties’ organizations than the parties’ appointed project or account managers. Each party shall provide the other with all information and documentation relied upon by the party to substantiate its position with respect to the Dispute. If a Dispute is not resolved within sixty (60) days after initiation by either party of good faith negotiations, such Dispute will be resolved by arbitration under the commercial rules of the American Arbitration Association before a single arbitrator. The arbitrator(s) will have no authority to disregard the limitations of liability in Section 8(a) of this Agreement. The arbitration award will be final and binding on the parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the preceding, either party may apply to a court for an injunction or other equitable relief. The prevailing party in any legal proceeding brought by one party against the other party and arising out of or in connection with this Agreement shall be entitled to recover its legal expenses, including court costs and reasonable attorneys’ fees.

14. Other Provisions
    1. Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed as creating a joint venture, partnership, agent or employment relationship between CBM Technology and Client. Client agrees that CBM Technology may use subcontractors to perform Services.
    2. Publicity. CBM Technology may include Client’s name and logo in a list of CBM Technology clients.
    3. Non-Solicitation. Unless agreed in writing by CBM Technology, Client shall not, at any time during the term of this Agreement and for a period of one (1) year following termination of this Agreement (the “Restricted Period”), solicit, hire or retain (each such action a “Recruitment”) any current or former employee or independent contractor of CBM Technology with whom Client had business contact during the twenty-four (24) month period immediately prior to any such Recruitment (“Lookback Period”) as a result of the relationship between CBM Technology and Client reflected in this Agreement (“Restricted Personnel”).

    The foregoing restriction applies only if the Restricted Personnel is Recruited to perform services for Client or any third party that are the same or similar to those services that such Restricted Personnel performed for CBM Technology during the Lookback Period or services that compete with CBM Technology’s business to which the Restricted Personnel materially contributed (“Restricted Services”). During the Restricted Period, Client shall not:

    1. cause or encourage Recruitment by any party of any Restricted Personnel to perform Restricted Services;
    2. cause or encourage any Restricted Personnel to reduce or terminate such Restricted Personnel’s relationship with CBM Technology; or
    3. otherwise, interfere with the employment or contracting relationship between CBM Technology and any Restricted Personnel.

    For purposes of this Section, a person ceases to be considered Restricted Personnel twelve (12) months after such person’s employment or engagement with CBM Technology is terminated.

    If CBM Technology agrees in writing for Client to hire or engage Restricted Personnel, then, Client will pay CBM Technology a fee equal to the greater of:

    • such as Restricted Personnel’s most recent annual salary and bonus or
    • the salary and bonus offered to such Restricted Personnel by Client.

    Client agrees that this fee is not excessive, as a fair and reasonable estimate of the loss suffered by CBM Technology as a result of any Client hiring or engaging any Restricted Personnel.

    4. Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and delivered to the addresses listed on the Business Agreement either:
       1. by personal delivery;
       2. by certified mail;
       3. by nationally recognized overnight courier; or
       4. by email, so long as email receipt is confirmed, and shall be effective upon receipt. Notices of price increases and other routine business communications may be provided by email without the requirement of confirmation of email receipt.
    5. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, discussions, and agreements between the parties concerning its subject matter. Client acknowledges and agrees that, in entering into this Agreement, Client has not relied on any information or promises not in this Agreement. CBM Technology will have no obligation to provide any services, software, networking, or hardware except as specifically set forth in this Agreement. The Services Agreement may be modified by CBM Technology from time to time. If material changes are made to the Services Agreement, CBM Technology will provide reasonable advance written notice to Client. Client may terminate this Agreement if material changes are made to this Services Agreement by CBM Technology that substantially affect Client’s rights or the Services. Client’s continued use of the Services after the effective date of any change to the Services Agreement will be deemed to be Client’s agreement to the modified Services Agreement. Except as set forth in this Section, this Agreement may not be modified or waived except in a written document, signed by both parties. Any additional or conflicting terms on any Client purchase order shall be void and without effect.
    6. Applicable Law. This Agreement shall be governed by the laws of the State of Louisiana, without regard to its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods does not apply to this Agreement. In any action brought by a party related to this Agreement, the prevailing party shall be entitled to collect from the other party its reasonable litigation costs and attorney’s fees and expenses.
    7. Force Majeure. Except for Client’s payment obligations, each party shall be excused from performance and shall not be liable for any delay or failure caused by events outside of its reasonable control, including without limitation acts of war, terrorism, insurrection, riot, or other act of civil disobedience, labor disturbance or shortage, pandemic, failure of the Internet, act of any government affecting the terms hereof, hurricane, earthquake, flood or other act of God.
    8. Third-party Beneficiaries. The parties agree that the suppliers of CBM Technology are intended third party beneficiaries of this Agreement. Except for such suppliers, there are no intended third-party beneficiaries of this Agreement, and nothing in this Agreement may be relied upon by, or shall benefit, any party other than CBM Technology and Client.
    9. Severability. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability shall not affect the other provisions of the Agreement and all provisions not affected shall remain in full force and effect.
    10. Headings and Counterparts. Headings to clauses are for ease of reference only and will not affect the interpretation of this Agreement. This Agreement may be executed in any number of counterparts and by the parties upon different counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same agreement.
    11. Electronic Signatures. The parties agree that this Agreement and all Business Agreements may be submitted and signed electronically by digital signatures or other electronic manifestation of acceptance. Such signatures will be fully binding on the parties, in the same manner as if physically signed and submitted by a party. Each party waives any objection that its digital signatures and acceptances are not valid.

>> Exhibit A