MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT Customer will pay (excluding taxes based upon the
(“Agreement”) is made this _______ of ______, net income of MSP). If payment is not received on or
20___ (“Effective Date”) by and between Northern before any invoice due date, interest shall begin to
Virginia Computer Solutions, LLC (“Master Service accrue and be payable at the lesser of the maximum
Provider” or “MSP”), 12608B Lake Ridge Dr. rate permitted under applicable law or at the rate of
Woodbridge, VA 22192 and one and one-half percent (1.5%) (or any other interest
________________:____________________ rate in accordance with the states law) per month
(“Customer”). from the date due until paid in full. Customer shall
pay all expenses, including actual attorneys’ fees,
1. SCOPE OF AGREEMENT. This incurred by MSP or its representatives in enforcing
Agreement serves as a master agreement and applies its rights under this Agreement, provided that MSP is
to Customer's purchases from MSP, of services successful on the merits. Customer’s obligation to
(“Services”), as well as licenses for software, pay undisputed amounts due for Services and MSP’s
hardware, support and maintenance services, and/or right to all such amounts are absolute and
subscription services (collectively, "Product"). unconditional. Customer is not entitled to setoff of
Customer hereby engages and retains MSP to render such amounts. All Fees will be detailed in an Order.
Services as more particularly set forth in Addendum Unless otherwise stated in a Purchase Order,
A (the “Statement of Work”) attached hereto and Customer agrees to pay or reimburse MSP for all
incorporated herein by reference. No Product or actual, necessary, and reasonable expenses incurred
Services will be provided under this Agreement by MSP in performance of such Purchase Order,
alone, but may require the execution of a written or which are capable of verification by receipt. MSP
electronic purchase order form, or other mutually will submit invoices to Customer for such fees and
acceptable order documentation, which contains expenses either upon completion of the Services, or
terms relating to this Agreement, each of which must at stated intervals, in accordance with the applicable
be executed by both parties and, upon such Purchase Order.
execution, is deemed incorporated in this Agreement
for all purposes. The parties hereby further agree that 4. CONFIDENTIALITY AND NON-
the parties may execute multiple Orders and DISCLOSURE. Both Parties to this Agreement
Statements of Work under this Agreement. In the recognize that, from time to time, they may come into
event of any conflict between the terms of the contact with information that the other Party
Purchase Order and Statement of Work and those of considers confidential. Confidential Information is
this Agreement, the terms of the Purchase Order or defined for this Agreement as all information
Statement of Work will prevail. (whether written or oral) that comes into a Party’s
possession under or in connection with this
2. TERM AND TERMINATION. This Agreement that is reasonably considered by the
Agreement will begin on the Effective Date and will disclosing Party to be confidential and is clearly
continue until each Order expires or is terminated. identified as confidential. The Parties shall keep all
MSP may: (a) terminate a specific Order if Customer Confidential Information in strict confidence.
fails to pay any applicable fees due for that Order
within 30 days after receipt of written notice from The recipient will use a reasonable standard of care in
MSP of non-payment; and/or (b) terminate this protecting Confidential Information, which will not
Agreement or an Order if Customer commits any be less than the standard of care the recipient uses to
other material breach of this Agreement and fails to protect its own confidential information; only use
cure such breach within fifteen (15) days after receipt Confidential Information to perform its obligations
of written notice from MSP. If an Order for Services and exercise its rights under this Agreement; not
is terminated, Customer will promptly pay MSP for disclose Confidential Information to any third party;
Services rendered, and expenses incurred through the when requested by the disclosing Party, return or
termination date. destroy the Confidential Information.
5. PROVISION OF MATERIALS AND
3. PAYMENT. Customer will pay MSP all fees
SERVICES TO MSP. Customer agrees to timely
due upon receipt of an invoice specifying the
furnish, at its own expense, all personnel, all
amounts due ("Fees"). All Fees payable under this
necessary computer hardware, software and related
Agreement are exclusive of sales, use, excise, and
materials and appropriate and safe work spaces for
any other applicable transaction taxes, which
purposes of MSP performing the services. Customer

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will also provide MSP with access to all information, software as part of the Services, Customer will
passwords and facilities requested by MSP that is independently verify that all such software is
necessary for MSP to perform the services. Access properly licensed. Customer’s act of providing any
may be denied for any reason at any time, however if software to MSP will be deemed Customer’s
access to information, passwords or facilities is affirmative acknowledgement to MSP that Customer
denied, Customer understands that the MSP may be has a valid license that permits MSP to perform the
unable to perform their duties adequately and if such Services related thereto. In addition, Customer will
a situation should exist, the MSP will be held retain the duty and obligation to monitor Customer’s
harmless. equipment for the installation of unlicensed software
unless MSP in a written statement of work (“SOW”)
6. WORKING ENVIRONMENT. Customer shall expressly agrees to conduct such monitoring.
provide a suitable working environment for any Customer will indemnify and hold harmless MSP
Equipment located at Customer’s facility. Such against all damages and expenses it may incur
environment includes, but is not limited to the (including reasonable attorney’s fees and
appropriate temperature, static electricity and disbursements) related to Customer providing
humidity controls and properly conditioned electrical infringing materials to MSP or any Customer breach
supply for each piece of Equipment. Customer shall of this Section.
bear the risk of loss of any Equipment located at
Customer’s facility. 9. INTELLECTUAL PROPERTY. MSP retains
all intellectual property rights in any property
7. CUSTOMER RESPONSIBILITY FOR invented or composed in the course of or incident to
EQUIPMENT. Customer acknowledges that from the performance of this Agreement, as well as any
time to time (a) MSP may identify additional items software, materials, or methods created prior to or
that need to be purchased by Customer, and (b) after conclusion of any work. Customer acquires no
changes in Customer’s systems may be required in right or interest in any such intellectual property, by
order for MSP to meet Customer’s requirements. In virtue of this Agreement or the work performed
connection therewith, Customer agrees to work in under this Agreement.
good faith with MSP to effectuate such purchases or
changes. In the event that MSP is required to 9.1. Customer may only use and disclose
purchase any assets, including computer hardware Product in accordance with the terms of this
and/or software, in connection with MSP providing Agreement and applicable Order. MSP reserves all
the services, all such assets will remain the sole rights in and to the Product not expressly granted in
property of MSP unless specifically stated otherwise this Agreement. Customer may not disassemble or
in writing. Customer will be responsible for the reverse engineer any software Product, or decompile
quality, completeness and workmanship of any item or otherwise attempt to derive any software
or service furnished by it and for ensuring that the Product's source code from executable code, except
materials provided to MSP do not infringe or violate to the extent expressly permitted by applicable law
the rights of any third party. Customer will maintain despite this limitation, or provide a third party with
adequate backup for all data and other items the results of any functional evaluation, or
furnished to MSP. benchmarking or performance tests on the Products,
without MSP’s prior written approval. Except as
It is the Customers responsibility for any failure or expressly authorized in this Agreement or an Order,
malfunction of electrical or telecommunications Customer may not (a) distribute the Product to any
infrastructure or services that causes damage to third party (whether by rental, lease, sublicense or
MSP’s products or services and MSP disclaims all other transfer), or (b) operate the Product in an
responsibility for any loss including data. outsourcing or MSP business to process the data of
third parties. Additional usage restrictions may
8. CUSTOMER DATA OWNERSHIP AND apply to certain third-party files or programs
RESPONSIBILITY. Customer shall have sole embedded in the Product - applicable installation
responsibility for the accuracy, quality, integrity, instructions or release notes will contain the relevant
legality, reliability, appropriateness, and intellectual details.
property ownership or right to use of any data,
information or material proprietary submitted by 9.2. License Agreements.
Customer to MSP.
(a) License. Subject to the terms of this
8.1. Software Installation or Replication. If Agreement, MSP grants Customer a perpetual, non-
MSP is required to install or replicate Customer exclusive, non-transferable license to use and modify

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all programming, documentation, reports, and any whether under this Agreement, a purchase order,
other product provided as part of the Services solely other work order or otherwise in connection with any
for its own internal use. of them, be liable in contract, tort, third-party
liability, breach of statutory duty or otherwise, in
(b) Pre-Existing License Agreements. Any respect of any direct, indirect or consequential losses
software product provided to Customer by MSP as a or expenses including (without limitation) if and to
reseller for a third party, which is licensed to the extent that they might otherwise not constitute
Customer under a separate software license indirect or consequential losses or expenses, loss of
agreement with such third party, will continue to be anticipated profits, company shut-down, third-party
governed by the third party license agreement. loss or injury, any loss because of data breach, any
loss of personally identifiable or protected
9.3. Third-Party Products. Product information, goodwill, use, market reputation,
warranties for third party products, if any, are business receipts or contracts or commercial
provided by the manufacturers thereof and not by opportunities, whether or not foreseeable if such loss
MSP. MSP’S sole obligation is to act on behalf of was the result or arose from any act of terrorism,
Customer to assist in the satisfaction of any such strike or similar labor action, war, invasion, act of
warranty. foreign enemy, hostilities or warlike operations, civil
war, rebellion, revolution, insurrection, civil
10. WARRANTY. commotion or assuming the proportions of or
MSP warrants that it will perform the Services amounting to an uprising, or any action taken in
substantially in accordance with the specifications set controlling, preventing or suppressing any of these
forth whether under this Agreement, a purchase things. Cyber Terrorism shall mean an act or series
order, other work order or otherwise in connection of acts of any person or group(s) or persons, whether
with any of them. For any breach of the foregoing acting alone or on behalf of or in connection with any
warranty, MSP will exercise commercially organization(s), committed for political, religious or
reasonable efforts to re-perform any non-conforming ideological purposes including but not limited to the
services that were performed within the ten (10) intention to influence any government and/or to put
business day period immediately preceding the date the public in fear for such purposes by using
of Customer’s written notice to MSP specifying in activities perpetrated electronic ally that are directed
reasonable detail such non-conformance. If MSP towards the destruction, disruption or subversion of
concludes that conformance is impracticable, then communication and information systems,
MSP will refund all fees paid by Customer to MSP infrastructure, computers, telecommunications or
hereunder, if any, allocable to such nonconforming electronic networks and/or its content thereof or
Services. sabotage and or threat there from.

MSP does not warrant its products or services beyond 13. TELEMARKETING & UNSOLICITED
a reasonable standard or skill consistent with industry EMAILS. In no event, including the negligent act or
standards. MSP does not warrant against any omission on its part, shall MSP, whether under this
promises of cost savings, profits, returns on Agreement, a purchase order, other work order or
investment, delay in delivery of performance (unless otherwise in connection with any of them, be liable in
delay was a consequence of a negligent act or contract, tort, third-party liability, breach of statutory
omission) duty or otherwise, in respect of any direct, indirect or
consequential losses or expenses including (without
11. SOFTWARE HARDWARE & SECURITY. limitation) if and to the extent that they might
Customer understands and agrees that data loss or otherwise not constitute indirect or consequential
network failures may occur, whether or not losses or expenses, loss of anticipated profits,
foreseeable, if the Customer fails to maintain proper company shut-down, third-party loss or injury, any
security for its computer and information system loss because of data breach, goodwill, use, market
including software and hardware updates. Customer reputation, business receipts or contracts or
therefore warrants that it will follow software and commercial opportunities, whether or not foreseeable
hardware updates and maintain specific security if the Customer’s data is breached because of the
standards, policies, procedures set forth in distribution of unsolicited email, direct mail,
Addendum B (the “Network Security”) attached facsimiles, telemarketing or because of the collection
hereto and incorporated herein by reference. of information by means of electronic “spiders”,
“spybots”, “spyware”, wire tapping, bugging, video
12. CYBER TERRORISM. In no event, including cameras or identification tags.
the negligent act or omission on its part, shall MSP,

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14. LIMITATIONS OF LIABILITY. EXCEPT for MSP to perfect the security interest granted
AS OTHERWISE NOTED IN THIS AGREEMENT, herein.
UNDER NO CIRCUMSTANCES SHALL MSP BE
LIABLE TO CUSTOMER FOR SPECIAL, 17. FORECLOSURE OF SECURITY
INCIDENTAL, CONSEQUENTIAL, OR FOR ANY INTEREST. In the event Customer fails to make any
AMOUNT IN EXCESS OF THE LICENSE FEE OR payment due to MSP hereunder, MSP shall be
FOR INDIRECT DAMAGES, LOSS OF GOOD entitled to foreclose on the security interest in any
WILL OR BUSINESS PROFITS, WORK and all Equipment delivered to Customer hereunder
STOPPAGE, DATA LOSS, COMPUTER FAILURE and to immediately reclaim possession of all such
OR MALFUNCTION, ANY AND ALL OTHER Equipment from Customer’s premises, whether such
COMMERCIAL DAMAGES OR LOSS, OR Equipment has been installed or not, and without the
EXEMPLARY OR PUNITIVE DAMAGES, need for a formal legal proceeding. Customer hereby
EXCEPT WITH RESPECT TO INDEMNITIES waives notice and agrees to MSP’s repossession of
ARISING OUT OF IP CLAIMS, UNDER NO any such Equipment in the event Customer defaults
CIRCUMSTANCES, SHALL MSP’S in payment hereunder. Customer understands and
AGGREGATE LIABILITY ARISING FROM OR agrees that in the event MSP must foreclose on the
OUT OF OR RELATING TO THIS AGREEMENT security interest granted herein, Customer may lose
EXCEED THE FEES PAID UNDER THIS information that is proprietary and otherwise, files,
AGREEMENT. programs and other computer records maintained or
stored by Customer on said Equipment and that MSP
15. INSURANCE. MSP agrees to maintain shall not be responsible for any such losses or
sufficient insurance coverage to enable it to meet its damage to Customer’s records, information, files or
obligations created by this Agreement and by law. programs that occurs as a result of MSP’s foreclosure
Without limiting the foregoing, to the extend this of the security interest granted herein. The fact that
Agreement creates exposure generally covered by the Customer has stored any proprietary or confidential
following insurance policies, MSP will maintain at its information on any Equipment subject to the security
own sole cost and expense at least the following interest granted herein, shall not in any regard
insurance covering its obligations under this preclude, limit or restrict MSP’s right to foreclose
Agreement: (a) Commercial General Liability and reclaim possession of Equipment hereunder.
including (i) bodily injury, (ii) property damage, (iii) Customer agrees that any information or records
contractual liability coverage, and (iv) personal Customer loads, maintains or stores on Equipment
injury, in an amount not less than One Million subject to the security interest granted herein, is so
Dollars ($1,000,000) per occurrence; (b) Business loaded, stored and maintained subject to repossession
Automobile Liability for owned, hired and non- of the Equipment and at Customer’s sole risk. MSP
owned vehicles in an amount of not less than One shall have the right to enter upon Customer’s
Million Dollars ($1,000,000) for each accident; (c) premises to re-take possession of any Equipment
Workers Compensation at statutory limits; and (d) subject to foreclosure hereunder.
Professional Liability Insurance covering errors and
omissions and wrongful acts in the performance of 18. DISCLAIMERS. The express remedies set forth
the Services. Such insurance will bear a combined in this Agreement will constitute Customer’s
single limit per occurrence of not less than One exclusive remedies, and MSP’s sole obligation and
Million Dollars ($1,000,000). liability, for any claim (a) that a Service or
deliverable provided hereunder does not conform to
16. LIEN ON EQUIPMENT. Customer does specifications or is otherwise defective, or (b) that the
hereby grant, convey and agree that Customer is Services were performed improperly.
giving a security interest to MSP in and on any and
all hardware, software and other goods (hereinafter MSP shall not be responsible for
collectively referred to as “Equipment”) delivered by impairments to the Services caused by acts within the
MSP to Customer under this Agreement or any Task control of Customer or its employees, agents,
Authorization, which security interest shall be for the contractors, suppliers or licenses, the interoperability
purpose of securing payment by Customer for all of Customer applications, or other cause reasonably
goods and services provided by MSP hereunder. within Customer’s control and not reasonably related
MSP shall promptly release the security interest to services provided under this Agreement.
granted herein upon full and final payment of all fees
and costs owed by Customer to MSP hereunder. If EXCEPT FOR THE WARRANTIES
requested Customer will execute any and all MADE BY MSP IN SECTION 10, WHICH ARE
documents, including financing statements, necessary LIMITED WARRANTIES AND THE ONLY

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WARRANTIES PROVIDED TO CUSTOMER, THE
SERVICES AND DELIVERABLES ARE 21. RELATIONSHIP. The Parties are independent
PROVIDED STRICTLY “AS-IS.” MSP DOES parties; and this Agreement does not make the Parties
NOT MAKE ANY ADDITIONAL WARRANTIES, principal and agent, partners, employer and
EXPRESSED, IMPLIED, ARISING FROM employee; nor does it create a joint venture.
COURSE OF DEALING OR USAGE OF TRADE,
OR STATUTORY, AS TO THE DELIVERABLES 22. LAW. This Agreement shall be governed by and
OR SERVICES PROVIDED HEREUNDER, OR construed in accordance with the laws of the State of
ANY MATTER WHATSOEVER. THE PARTIES Virginia without reference to principles of conflicts
DISCLAIM ALL WARRANTIES OF of laws. The Parties irrevocably submit to the
MERCHANTABILITY, FITNESS FOR A exclusive jurisdiction of the courts of Prince William,
PARTICULAR PURPOSE, SATISFACTORY County in the State of Virginia. A failure on the part
QUALITY, TITLE AND NON-INFRINGEMENT. of the Customer to comply with the terms, covenants
and conditions of this Agreement entered into
MSP DOES NOT WARRANT THAT THE hereunder, shall be grounds for MSP, in its
SERVICES OR ANY DELIVERABLES WILL discretion, to institute injunctive proceedings or such
MEET ANY CUSTOMER REQUIREMENTS NOT other legal or equitable action, to enforce the terms of
SET FORTH HEREIN, THAT ANY this Agreement and to recover MSP’s reasonable
DELIVERABLES WILL OPERATE IN THE attorney’s fees and costs expended therein.
COMBINATIONS THAT CUSTOMER MAY
SELECT FOR USE, THAT THE OPERATION OF 23. WAIVER. Failure by either Party to insist upon
ANY DELIVERABLES WILL BE strict performance of any provision herein shall not
UNINTERRUPTED OR ERROR-FREE, OR THAT be deemed a waiver by such Party of its rights or
ALL ERRORS WILL BE CORRECTED. IF PRE- remedies, or a waiver by it of any subsequent default
PRODUCTION (E.G., “ALPHA” OR “BETA”) by the other Party.
RELEASES OF SOFTWARE ARE PROVIDED TO
CUSTOMER, SUCH COPIES ARE PROVIDED 24. FORCE MAJEURE. With the exception of
“AS-IS” WITHOUT WARRANTY OF ANY KIND. Customer payment for service rendered, neither party
shall be responsible for any failure to perform or
No statement by any MSP employee or delay caused where such failure or delay is due to
agent, orally or in writing, will serve to create any circumstances reasonably beyond the party’s control.
warranty or obligation not set forth herein or to This includes fire, flood, earthquake, volcanic
otherwise modify this Agreement in any way eruption, explosion, lightening, wind, hail, tidal
whatsoever. wave, landslide, act of God or any other physical
event.
19. SEVERABILITY. If any provision of this
Agreement is determined by a court of competent 25. ASSIGNMENT. Customer may not assign its
jurisdiction to be illegal or unenforceable, such rights or obligations under this Agreement without
provision shall be automatically reformed and MSP’s prior written consent which shall not be
construed so as to be valid, operative and unreasonably withheld.
enforceable, to the maximum extent permitted by law
or equity while preserving its original intent. The 26. ENTIRE AGREEMENT. This Agreement
invalidity of any part of this Agreement shall not constitutes the entire agreement by and between the
render invalid the remainder of this Agreement. Parties regarding the subject matter contained herein,
and supersedes all prior and contemporaneous
20. AMENDMENT. This Agreement may not be undertakings and agreement of the Parties, whether
amended except by a writing executed by an written or oral, with respect to such subject matter.
authorized individual MSP.