NORTHWATCH TECH LLC

MASTER SERVICES AGREEMENT

Version: 1.0
Version Date: August 18, 2026
Agreement Effective Date: Date of last signature
Purpose: Business-to-Business Technology Products, Custom Software, Automation, Integration, Diagnostics, and Professional Services

Document Status: Final — Approved for Use

1. Agreement

This Master Services Agreement ("Agreement") governs professional services provided by Northwatch Tech LLC ("Northwatch") to the customer identified in an applicable Statement of Work ("Customer").

Northwatch and Customer may each be referred to individually as a "Party" and collectively as the "Parties."

For purposes of this Agreement:

"Deliverable" means any software, application, automation, script, source code, executable, physical media or hardware, service, API, integration, connector, database implementation, database structure, configuration, workflow, report, template, documentation, technical work product, or other item expressly identified for delivery under an applicable SOW. A Deliverable may consist of a single component or a multi-component system.

"Service Description" means a Northwatch service-specific document incorporated by an applicable SOW that describes the general boundaries of the purchased service offering.

"Project Change Request" means a written project-change form executed in accordance with Section 8 while the applicable SOW remains active and before Final Acceptance.

"Final Acceptance" means written acceptance or deemed acceptance of the final project Deliverable, or of the project as a whole, as designated by the applicable SOW. Acceptance of an interim milestone or separately delivered component does not constitute Final Acceptance or close Project Change Control unless the SOW expressly designates that acceptance as Final Acceptance.

"Customer Materials" means data, content, software, credentials, documentation, specifications, trademarks, systems, and other materials supplied by or on behalf of Customer for the services.

"Customer Data" means information submitted to, stored in, or processed through the services or a Deliverable on Customer's behalf, excluding Northwatch's business records and Northwatch Background Technology.

"Security Incident" means unauthorized access to or acquisition, use, disclosure, alteration, or destruction of Customer Data in Northwatch's possession or control. Unsuccessful attempts that do not compromise Customer Data are not Security Incidents.

Each Statement of Work ("SOW") executed under this Agreement is incorporated into and governed by this Agreement.

The order of contractual authority is: (1) this Agreement; (2) the applicable Service Description; (3) the applicable SOW; and (4) any fully executed Project Change Request, except that an SOW or Project Change Request controls for project-specific scope, Deliverables, acceptance criteria, schedule, supported environment, pricing, payment milestones, warranty period, intellectual-property disposition, and other terms this Agreement expressly permits it to establish or modify.

To override a conflicting provision, the lower-order document must identify the subject being changed and state the intended project-specific treatment. Silence, a general inconsistency, or an unsigned proposal does not amend a higher-order document.

An SOW, Service Description, or Project Change Request may not amend or waive provisions concerning confidentiality, data security, indemnification, limitation of liability, warranty disclaimers, governing law, claim or dispute provisions, or other provisions expressly designated as non-modifiable by SOW unless a separate written amendment expressly states that it amends this MSA and is signed by authorized representatives of both Parties.

Any other amendment to this Agreement must expressly state that it amends this Master Services Agreement, identify the provision being amended, and be signed by authorized representatives of both Parties.

2. Services and Statements of Work

Northwatch may provide services including:

custom software development;
business-process automation;
systems integration;
scripting;
configuration;
API integration;
database-related development;
technical consulting;
technical analysis;
Portable software, diagnostic, deployment, and related physical-product services; and
related professional services.

No implementation work, functionality, maintenance, support, integration, or other service is included unless expressly stated in an applicable SOW.

Each SOW should identify, as applicable:

project scope;
Deliverables;
functionality;
acceptance criteria;
assumptions;
dependencies;
Customer responsibilities;
exclusions;
pricing;
payment schedule;
anticipated schedule;
supported environment; and
any included support or maintenance.

Work not included in the applicable SOW is outside scope.

3. Discovery Services

Northwatch may require paid discovery before accepting or quoting an implementation project.

Discovery may include:

requirements gathering;
technical analysis;
feasibility analysis;
architecture;
workflow analysis;
integration analysis;
scope development;
risk identification;
estimates; and
recommendations.

Payment for discovery does not obligate Customer to purchase implementation services.

Completion of discovery does not obligate Northwatch to accept the implementation project.

Unless otherwise expressly agreed, discovery fees compensate Northwatch for discovery services performed and are not deposits against future implementation services.

Discovery analysis, estimates, feasibility conclusions, architecture recommendations, risk assessments, proposals, and similar advisory work are professional judgments based upon information reasonably available at the time they are prepared. They are not implementation Deliverables and are not subject to the implementation acceptance or limited-warranty provisions of Sections 13 through 15 unless the applicable discovery SOW expressly identifies a specific item as a Deliverable subject to those provisions.

Northwatch does not warrant that an estimate, recommendation, feasibility conclusion, or proposed implementation approach will remain accurate if Customer information, requirements, Third-Party Systems, technology, pricing, availability, or other relevant circumstances later change.

4. Fees and Payment

Customer will pay all fees stated in the applicable SOW.

Northwatch may require advance payment, deposits, milestone payments, progress payments, or other payment arrangements specified in the SOW.

Unless otherwise specified, invoices are due within fifteen (15) calendar days.

A "Good-Faith Payment Dispute" means a written dispute delivered to Northwatch before the applicable payment due date that identifies the specific amount disputed and describes with reasonable specificity the factual basis for the dispute.

Customer must timely pay all portions of an invoice not subject to a Good-Faith Payment Dispute. A general objection, unsupported assertion, or dispute concerning another invoice, project, Deliverable, or matter does not suspend Customer's obligation to pay amounts otherwise due.

To the maximum extent permitted by applicable law, Customer will reimburse Northwatch for reasonable third-party collection costs and reasonable attorneys' fees actually incurred to collect amounts finally determined to be due and unpaid, excluding amounts subject to a pending Good-Faith Payment Dispute until that dispute is resolved.

Customer is responsible for applicable sales, use, transaction, or similar taxes associated with the services, excluding taxes imposed upon Northwatch's net income.

5. Nonpayment and Suspension

Northwatch may suspend work when an amount not subject to a timely Good-Faith Payment Dispute is past due.

During a payment-related suspension, Northwatch is not required to continue development, testing, deployment, implementation, support, maintenance, transfer of Deliverables, or other services.

Project schedules will be reasonably extended to account for delays resulting from suspension. Suspension does not waive Customer's obligation to pay for services already performed or expenses already incurred.

Northwatch may terminate an applicable SOW for material nonpayment after reasonable written notice and opportunity to cure.

Project completion, acceptance, deemed acceptance, warranty commencement, and closure of Project Change Control are not delayed or extended merely because Customer has failed to pay an amount when due. Outstanding payment obligations survive project completion and remain enforceable.

6. Customer Responsibilities

Customer will provide timely access to personnel, systems, documentation, credentials, information, test environments, decisions, approvals, and other resources reasonably required by Northwatch.

Customer is responsible for the accuracy and completeness of information supplied to Northwatch.

Customer represents that it owns, controls, or otherwise has lawful authority to grant Northwatch the access, credentials, permissions, data, systems, environments, accounts, and other resources Customer provides or directs Northwatch to use.

Customer authorizes Northwatch to access and use those resources solely as reasonably necessary to perform the authorized services.

Northwatch may rely on Customer's representation of authority unless Northwatch has actual knowledge or a reasonable basis to believe the requested access is unauthorized. Northwatch may refuse or suspend access-related work while authority is reasonably in question.

Customer will designate a representative authorized to provide project direction, make decisions, and approve scope changes.

Northwatch is not responsible for delays or additional costs resulting from Customer's failure to timely provide required access, information, decisions, approvals, or resources.

7. Project Schedules

Unless an SOW expressly identifies a date as a guaranteed contractual deadline, project schedules and completion dates are good-faith estimates.

Schedules may be reasonably adjusted because of:

Customer delays;
scope changes;
unavailable Customer resources;
Third-Party System issues;
technical conditions not reasonably discoverable during discovery;
events outside Northwatch's reasonable control; or
other circumstances materially affecting the work.

Northwatch will communicate material schedule changes to Customer.

Customer-Caused Inactivity

If Customer fails for thirty (30) consecutive calendar days to provide access, information, decisions, approvals, testing, resources, or other cooperation reasonably necessary for Northwatch to continue material project work, Northwatch may place the project on inactive status and suspend performance upon written notice.

An inactive project is subject to Northwatch's then-current scheduling availability before work resumes.

If Customer-caused inactivity continues for sixty (60) consecutive calendar days, Northwatch may terminate the applicable SOW upon written notice. Such termination is treated as a Customer termination for convenience for purposes of Section 41 unless the inactivity also constitutes another material breach.

Customer-caused inactivity does not obligate Northwatch to preserve the original project schedule or reserve development capacity indefinitely.

8. Project Change Control

Project Change Control applies only while an applicable SOW remains active and before Final Acceptance.

During that period, Customer may request additions, deletions, or modifications to authorized project scope. Material changes must be documented and authorized using the Northwatch Project Change Request and Authorization Form or another written change form expressly approved by Northwatch.

Northwatch may accept or decline a requested change. Where Northwatch is willing to perform the change, Northwatch will state the applicable scope, price, schedule impact, and other material effects before Customer authorization.

A project change becomes authorized only after Customer's Designated Project Representative signs the completed change form containing Northwatch's quoted price and project impact and Northwatch countersigns the form accepting the change.

Until both signatures are obtained, the existing SOW remains unchanged and Northwatch is not obligated to perform the requested change.

PROJECT CHANGE CONTROL TERMINATES UPON FINAL ACCEPTANCE.

Any unsigned or partially executed change request expires upon Final Acceptance and has no effect.

Following Final Acceptance, any request to modify, enhance, upgrade, adapt, integrate, migrate, or otherwise change an accepted Deliverable constitutes a request for new professional services and requires a new SOW or other new written services agreement.

The warranty period does not extend, renew, suspend, or reopen Project Change Control. Correction of a Covered Defect does not reopen project scope.

INTELLECTUAL PROPERTY

9. Customer-Specific Deliverables

Each SOW must identify the intended intellectual-property treatment for Customer-specific Deliverables as one of the following:

assignment to Customer upon full payment;
a perpetual internal-use license upon full payment; or
another expressly described license or ownership arrangement.

Upon receipt of all amounts due under the applicable SOW, Customer receives the ownership or license rights selected in that SOW for Customer-specific Deliverables.

If the SOW selects assignment, Northwatch hereby assigns to Customer, effective automatically upon full payment, Northwatch's right, title, and interest in the identified Customer-specific Deliverables, excluding Northwatch Background Technology and third-party materials. Northwatch will execute reasonable confirmatory documents requested by Customer at Customer's expense.

If an SOW does not expressly state that ownership of a Customer-specific Deliverable transfers to Customer, Northwatch retains ownership and grants Customer, upon full payment, a perpetual, nonexclusive, nontransferable except as permitted by this Agreement, license to use that Customer-specific Deliverable for Customer's internal business purposes.

No ownership transfer occurs before full payment.

Unless an SOW expressly provides otherwise, transfer of Customer-specific Deliverables does not transfer ownership of Northwatch Background Technology.

Customer retains ownership of Customer Materials and Customer Data. Customer grants Northwatch a nonexclusive, limited license to use Customer Materials and Customer Data only as reasonably necessary to perform the services, satisfy legal obligations, and exercise Northwatch's rights under the applicable SOW and this Agreement.

10. Northwatch Background Technology

Northwatch retains all rights in software, source code, scripts, libraries, frameworks, modules, utilities, APIs, templates, methodologies, tools, techniques, processes, architectures, generic components, know-how, and other intellectual property that:

existed before the applicable project;
was developed independently of Customer's project; or
is reasonably reusable across customers or projects.

Northwatch may incorporate such technology into Customer Deliverables.

Where Customer requires incorporated Northwatch Background Technology to use a fully paid Deliverable, Northwatch grants Customer a perpetual, nonexclusive license to use that technology solely as incorporated into and necessary to operate the Deliverable, unless the applicable SOW states otherwise.

11. General Knowledge

Northwatch may use general skills, knowledge, experience, concepts, techniques, methods, and know-how acquired or improved while providing services.

Northwatch will not use or disclose Customer Confidential Information in doing so.

12. Third-Party and Open-Source Materials

Deliverables may incorporate or depend upon third-party or open-source materials.

Those materials remain subject to their respective licenses and terms.

Northwatch cannot transfer ownership or rights it does not possess.

ACCEPTANCE AND WARRANTY

13. Acceptance

Customer will have five (5) business days following delivery to evaluate a Deliverable against the acceptance criteria stated in the applicable SOW, unless the applicable SOW expressly establishes a different acceptance period. The acceptance period is expressly permitted to be modified by an SOW.

Customer must provide written notice during that period identifying any material failure to satisfy those criteria with reasonable specificity.

A Deliverable is deemed accepted upon the earliest of:

Customer's written acceptance;
Customer's use of the Deliverable in production or ordinary business operations other than agreed acceptance testing;
Customer's payment of an invoice expressly conditioned upon acceptance; or
expiration of the applicable acceptance period without written notice identifying a material nonconformity.

Customer may not reject a Deliverable based upon requirements, functionality, preferences, or expectations not contained in the applicable SOW.

14. Limited Warranty

Northwatch warrants that for thirty (30) calendar days following acceptance, the Deliverable will materially conform to the specifications, functionality, and acceptance criteria expressly stated in the applicable SOW, unless the applicable SOW expressly establishes a different warranty period. The warranty period is expressly permitted to be modified by an SOW.

A reproducible material failure attributable to Northwatch's work is a "Covered Defect."

Customer must report a claimed Covered Defect in writing before expiration of the warranty period and provide reasonably sufficient information for Northwatch to investigate and reproduce the condition.

Northwatch will use commercially reasonable efforts to correct a Covered Defect without additional charge.

A Covered Defect properly reported during the warranty period remains eligible for the applicable warranty remedy even if investigation or correction continues beyond expiration of the warranty period.

15. Determination of Cause

An outage, error, interruption, data problem, performance issue, financial loss, security event, or other adverse event does not by itself establish that a Northwatch Deliverable was defective or caused the event.

Customer will reasonably cooperate with Northwatch's investigation and provide available:

logs;
records;
configuration information;
error information;
test results;
relevant access; and
other information reasonably necessary to determine cause.

The mere installation, presence, execution, integration, or use of a Northwatch Deliverable when an incident occurs does not establish causation.

If the condition is a Covered Defect, Northwatch will treat it as warranty work.

Northwatch may perform reasonable initial triage without charge when necessary to determine whether a reported condition may qualify as a Covered Defect. Free triage is limited to review of reasonably available information and does not include an assured block of engineering time, system access, reproduction work, forensic analysis, remediation, or a minimum service entitlement.

If investigation establishes that the condition is a Covered Defect, reasonable investigation necessary to determine the cause will be treated as warranty work and will not be billed to Customer.

If the condition appears excluded from warranty coverage and additional diagnostic investigation is reasonably necessary, Northwatch will notify Customer and obtain authorization before performing potentially billable diagnostic work. Authorized diagnostic work for a condition ultimately determined not to be a Covered Defect may be billed at the rate applicable to the engagement or Northwatch's then-current professional-services rate.

Northwatch will separately obtain Customer authorization before performing material remediation that is not Covered Defect warranty work.

THIRD-PARTY SYSTEMS

16. Third-Party Systems

A "Third-Party System" means software, hardware, network infrastructure, API, middleware, cloud service, operating system, database platform, library, framework, protocol, authentication service, external data source, or other product or service not owned and controlled by Northwatch.

Northwatch does not control and is not responsible for the continued:

operation;
availability;
compatibility;
performance;
security;
licensing;
functionality;
support; or
specifications

of Third-Party Systems.

17. Third-Party Changes

The Northwatch warranty does not cover a failure, degradation, incompatibility, or loss of functionality caused or materially contributed to by:

modification, discontinuation, deprecation, or replacement of a Third-Party System;
changes to an API, middleware interface, protocol, schema, data format, authentication method, certificate requirement, rate limit, licensing requirement, or external specification;
third-party updates, patches, upgrades, or configuration changes;
interruption, degradation, suspension, or termination of a third-party service;
Customer infrastructure or environmental changes; or
circumstances outside Northwatch's reasonable control.

A Deliverable does not become defective merely because a Third-Party System changes after delivery and acceptance.

18. Third-Party Compatibility Work

Northwatch will test applicable integrations, to the extent reasonably practicable and as specified by the applicable SOW, against the versions, interfaces, specifications, and environments established as the project baseline.

Changes occurring after the applicable Third-Party System version, interface, specification, or environment has been established as the project baseline, whether before or after delivery, that require modification of a Deliverable are not Covered Defects or warranty work.

Investigation, redesign, development, testing, migration, deployment, or other work necessary to restore or maintain compatibility constitutes additional services.

If such work becomes necessary before Final Acceptance while the SOW remains active, it may be addressed through authorized Project Change Control where appropriate.

After Final Acceptance, such work is new professional services and requires a new SOW, maintenance agreement, or other new written services agreement.

Northwatch has no obligation to perform such work without Customer authorization and applicable payment.

19. Northwatch-Caused Integration Defects

The Third-Party System exclusions do not excuse defects attributable to Northwatch.

If the applicable Third-Party System remains materially consistent with the versions and documented specifications identified in the SOW, but an integration fails during the warranty period because Northwatch incorrectly implemented those specifications, the condition is a Covered Defect.

Northwatch will correct such Covered Defect without additional charge.

TECHNOLOGY LIFECYCLE

20. Delivered Technology Baseline

Customer purchases the Deliverable as designed, developed, tested, and delivered using the versions of software, libraries, frameworks, runtimes, APIs, database platforms, protocols, and other dependencies reasonably selected or specified during development.

At delivery, Northwatch will use commercially reasonable development and security practices appropriate to the nature, scope, and risk profile of the Deliverable. Northwatch will not knowingly include malicious code and will address known material security vulnerabilities in Northwatch-created components that would cause the Deliverable to fail an express security requirement or acceptance criterion in the SOW. This commitment does not constitute a certification, guarantee of security, vulnerability-free warranty, penetration test, or continuing patch obligation unless the SOW expressly includes such services.

Northwatch does not warrant that the Deliverable or its dependencies will remain:

current;
supported;
secure;
compatible;
commercially available; or
suitable for future operating environments

after delivery.

21. No Included Future Updates

Unless expressly included in an applicable SOW or separate maintenance agreement, the purchase price does not include future:

software updates;
upgrades;
feature enhancements;
dependency or library updates;
framework or runtime upgrades;
operating-system compatibility work;
database upgrades or migrations;
API or middleware compatibility work;
security patches;
dependency vulnerability remediation;
performance improvements;
technology migrations; or
refactoring resulting from subsequent technological changes.

The subsequent availability of a newer version, security update, bug fix, replacement dependency, security advisory, or alternative technology does not make an originally accepted Deliverable defective.

22. No Perpetual Maintenance Obligation

THE PURCHASE OF A DELIVERABLE DOES NOT CREATE A PERPETUAL OR CONTINUING SUPPORT, MAINTENANCE, UPDATE, UPGRADE, PATCHING, COMPATIBILITY, SECURITY-REMEDIATION, OR DEVELOPMENT OBLIGATION ON THE PART OF NORTHWATCH.

Except for obligations expressly included in the limited warranty, Northwatch's development obligation ends upon delivery and acceptance.

Future maintenance must be separately purchased.

Northwatch is not obligated to accept future maintenance or development work merely because Northwatch originally developed the Deliverable.

CUSTOMER MODIFICATIONS

23. Northwatch Components

A "Northwatch Component" means any component designed, developed, configured, generated, supplied, or implemented by Northwatch as part of a Deliverable, including:

Northwatch source code, scripts, executables, services, applications, and automation logic;
Northwatch libraries, modules, packages, reusable components, and supporting code;
Northwatch APIs, endpoints, interfaces, connectors, integration logic, and communication protocols;
Northwatch database schemas, tables, columns, indexes, constraints, relationships, triggers, procedures, functions, views, migrations, queries, and database configuration;
Northwatch configuration structures, settings, parameters, environment definitions, and deployment configuration;
Northwatch data models, mappings, transformations, validation rules, business rules, and workflows;
Northwatch templates, report definitions, scheduled tasks, and service definitions; and
Northwatch-created security, authentication, authorization, certificate, permission, and identity configurations.

24. Customer Modification

A "Customer Modification" means an alteration, addition, deletion, replacement, reconfiguration, override, extension, circumvention, or other change to a Northwatch Component made by Customer or another person or entity not acting under Northwatch's written authorization at any time after Northwatch creates, installs, deploys, supplies, or delivers the applicable Northwatch Component.

A Customer Modification may occur during development, testing, deployment, acceptance, warranty, or after project completion.

Independent changes made by providers of Third-Party Systems are governed by the Third-Party System provisions and are not Customer Modifications.

25. Effect of Customer Modifications

Northwatch is not responsible under the warranty for a failure, defect, degradation, incompatibility, data condition, security condition, or loss of functionality caused or materially contributed to by a Customer Modification.

A Customer Modification does not automatically terminate warranty coverage for unrelated and unaffected Northwatch Components.

If a reported problem involves a modified Northwatch Component, or another Northwatch Component materially dependent upon it, Northwatch may require restoration to the Northwatch-delivered condition before evaluating the matter as warranty work.

Northwatch remains responsible for a Covered Defect that is independent of and was not caused or materially contributed to by the Customer Modification.

26. Delivered Baseline

Where reasonably practicable for the nature of the Deliverable, Northwatch will establish and retain technical records identifying the condition of a Deliverable at delivery ("Delivered Baseline").

The Delivered Baseline may include:

repository revisions, commits, or tags;
hashes of delivered files;
dependency manifests and lock files;
database migration and schema versions;
configuration templates;
API definitions;
build information;
deployment records; and
other technical records reasonably identifying the delivered state.

The Delivered Baseline may be used to determine whether a Northwatch Component was modified following delivery.

Northwatch is not required to diagnose an altered Northwatch Component as warranty work when the alteration prevents reasonable reproduction or comparison against the Delivered Baseline.

27. Database Modifications

Direct alteration of a Northwatch-designed database structure outside an interface, migration, administrative function, or procedure expressly provided or approved by Northwatch constitutes a Customer Modification.

This includes direct creation, alteration, deletion, or replacement of Northwatch-defined:

schemas;
tables;
columns;
indexes;
relationships;
constraints;
triggers;
procedures;
functions;
views;
migrations;
permissions; or
configuration.

Ordinary creation, modification, or deletion of business data through functionality intentionally provided by the Deliverable does not constitute a Customer Modification.

28. Modification of Northwatch Software

Modification, replacement, removal, recompilation, reconfiguration, extension, or circumvention of a Northwatch API, library, module, script, service, executable, interface, connector, configuration, or other Northwatch Component constitutes a Customer Modification.

Northwatch does not warrant the operation of a modified Northwatch Component except to the extent Northwatch subsequently reviews and expressly accepts that modification in writing.

Northwatch is not obligated to modify other Northwatch Components to accommodate Customer Modifications without additional compensation.

29. Remediation of Customer Modifications

If Northwatch determines that a Customer Modification caused or materially contributed to a reported problem, investigation, diagnosis, restoration, repair, testing, data correction, reconstruction, or remediation constitutes additional billable work.

Diagnostic investigation of a reported warranty condition is governed by Section 15, including the initial-triage and authorization requirements for potentially billable diagnostic work.

Northwatch will notify Customer before undertaking material additional remediation for which charges will apply.

Northwatch may offer to restore the affected system to the Delivered Baseline or adapt the Deliverable to Customer's modifications but is not obligated to do so.

Northwatch does not guarantee that altered or lost data, functionality, configuration, or components can be recovered.

WARRANTY REMEDIES AND TERMINATION

30. Warranty Remedies

Northwatch's first and primary remedy for a Covered Defect is correction.

Northwatch may:

repair the Covered Defect;
modify the affected component;
replace the affected component; or
provide a functionally reasonable workaround.

If Northwatch determines after commercially reasonable efforts that a material Covered Defect cannot reasonably be corrected, Northwatch may refund the fees actually paid for the materially nonconforming portion of the Deliverable.

A refund is not available merely because Customer experiences an outage, loss, failure, dissatisfaction, or other adverse event.

A Covered Defect affecting an identifiable portion of a Deliverable does not entitle Customer to refund of the entire project price.

If Northwatch refunds all fees attributable to a Deliverable, Customer's right to use that refunded Deliverable terminates unless otherwise agreed in writing.

If Northwatch refunds fees attributable only to an identifiable component or portion of a Deliverable, Customer's right to use the refunded component or portion terminates to the extent technically and commercially practicable, unless Northwatch agrees otherwise in writing. Any unaffected and fully paid portion of the Deliverable remains subject to its applicable license or ownership terms.

To the maximum extent permitted by applicable law, these remedies constitute Customer's exclusive warranty remedies.

31. End of Warranty

Except for a Covered Defect properly reported during the applicable warranty period, Northwatch's warranty obligations terminate at the end of the warranty period established by Section 14 or expressly modified by the applicable SOW.

After expiration, Northwatch has no continuing obligation to monitor, maintain, support, update, modify, patch, upgrade, repair, or ensure continued compatibility of the Deliverable unless such services are separately purchased under a new SOW, maintenance agreement, or other written services agreement.

Continued use of a Deliverable does not extend or renew the warranty. Subsequent paid work does not renew, extend, or reinstate the warranty applicable to the original Deliverable.

32. Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHWATCH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Northwatch does not warrant that a Deliverable will operate without interruption or error, that every defect can or will be corrected, or that a Deliverable will achieve any particular business, financial, operational, security, compliance, or other result.

33. Customer Data and Backups

Customer owns Customer Data as between the Parties. Northwatch acquires no ownership interest in Customer Data.

Northwatch will use Customer Data only to perform the services, comply with law, prevent or address fraud, security, or technical problems, and enforce this Agreement. Northwatch will not sell Customer Data or use it to train a generally available artificial-intelligence model without Customer's express written authorization.

Northwatch will maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Data in Northwatch's possession or control and the scope of the services. The applicable SOW must identify known regulated, highly sensitive, or special-category data and any project-specific security requirements. Customer will not provide such data unless the SOW authorizes it.

Northwatch may use personnel and subcontractors with a need to know, provided they are bound by confidentiality and data-protection obligations reasonably appropriate to their access. Northwatch remains responsible for their performance of Northwatch's obligations under this Agreement.

Northwatch will notify Customer without unreasonable delay after confirming a Security Incident and will provide information reasonably available to Northwatch concerning its nature, known impact, and corrective actions. Notice is not an admission of fault or liability. Each Party will reasonably cooperate with legally required notices and response activities relating to the incident, with responsibility for costs determined under this Agreement and applicable law.

Upon completion or termination of an SOW, Northwatch will, upon written request made within thirty (30) days, return or make reasonably available Customer Data then held in a readily accessible format, subject to payment of undisputed amounts and reasonable technical limitations. Northwatch may thereafter delete Customer Data according to its ordinary retention practices, except for copies required by law, maintained in routine backups, or reasonably retained for legal, security, or recordkeeping purposes. Retained copies remain protected by this Agreement.

Unless expressly included in an applicable SOW, backup, disaster recovery, data retention, and data restoration services are not included. Customer is responsible for maintaining reasonably current and recoverable backups of Customer-controlled data and systems before Northwatch performs work that may reasonably affect them.

Northwatch is not responsible for the adequacy or operation of backup or recovery systems controlled by Customer or a third party.

34. Confidentiality

Each Party may receive nonpublic business, technical, financial, security, or other information of the other Party that reasonably should be understood to be confidential ("Confidential Information").

Each Party will use the other Party's Confidential Information only as reasonably necessary to perform or receive services under this Agreement and will use reasonable measures to prevent unauthorized use or disclosure.

A receiving Party may disclose Confidential Information only to its personnel, professional advisers, and subcontractors who have a need to know and are bound by confidentiality duties at least as protective as those in this Agreement. The receiving Party is responsible for their compliance with this Section.

Confidential Information excludes information lawfully known without restriction, independently developed without use of the Confidential Information, publicly available without breach, or lawfully obtained from another unrestricted source. Legally compelled disclosure is permitted, with notice where legally allowed.

The confidentiality obligations in this Section continue for three (3) years after termination of this Agreement or the applicable SOW, whichever is later, except that obligations concerning trade secrets continue for so long as the information qualifies for protection as a trade secret under applicable law.

Nothing in this Section requires either Party to retain Confidential Information longer than otherwise required by an applicable SOW, law, or legitimate business need.

Unauthorized use or disclosure of Confidential Information may cause harm not adequately remedied by money damages. A Party may seek appropriate injunctive or equitable relief in addition to other available remedies, without waiving any defense or limitation that otherwise applies.

35. Indemnification

Northwatch will defend Customer against a third-party claim alleging that a fully paid Customer-specific Deliverable created by Northwatch and used as authorized under the applicable SOW infringes a United States patent, copyright, or trademark, and will indemnify Customer against damages and reasonable costs finally awarded by a court or agreed in a settlement approved by Northwatch. Northwatch has no obligation to the extent a claim results from Customer Materials, Customer Modification, combination with items not supplied or approved by Northwatch, use outside the SOW, or continued use after Northwatch provides a noninfringing alternative.

If such a claim is made or reasonably likely, Northwatch may procure continued use, modify or replace the affected Deliverable, or terminate the affected right and refund the fees paid for the materially affected portion, reduced on a straight-line basis over thirty-six (36) months from acceptance. This paragraph states Northwatch's exclusive obligation for third-party intellectual-property infringement claims.

Customer will defend Northwatch against a third-party claim arising from Customer Materials, Customer's unlawful or unauthorized instructions, Customer's violation of law, or Customer's use of a Deliverable outside the rights granted by the applicable SOW, and will indemnify Northwatch against damages and reasonable costs finally awarded by a court or agreed in a settlement approved by Customer.

An indemnified Party must promptly notify the indemnifying Party of a claim, provide reasonable cooperation at the indemnifying Party's expense, and permit the indemnifying Party to control the defense and settlement. Delay in notice relieves an obligation only to the extent materially prejudiced. The indemnifying Party may not settle a claim in a manner that admits wrongdoing by, imposes nonmonetary obligations on, or fails to fully release the indemnified Party without that Party's written consent, not to be unreasonably withheld.

LIMITATION OF LIABILITY

36. Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AN APPLICABLE SOW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHWATCH WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE SERVICES, OR LOSSES RESULTING FROM THE FAILURE, UNAVAILABILITY, MODIFICATION, OR DISCONTINUATION OF A THIRD-PARTY SYSTEM.

37. Aggregate Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHWATCH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR SOW WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO NORTHWATCH UNDER THAT SOW.

This amount is a limitation of liability and is not an agreed refund, liquidated damages amount, service credit, or admission of liability.

For an SOW under which no fees are payable to Northwatch, Northwatch's aggregate liability will not exceed one thousand dollars ($1,000), to the maximum extent permitted by applicable law.

Northwatch's aggregate liability for breach of Sections 33 or 34, or for Northwatch's obligations under Section 35, will not exceed two (2) times the fees paid or payable under the applicable SOW. These enhanced caps do not combine with the general cap; the highest applicable cap is the total aggregate cap for the claim and all related claims.

Customer's payment obligations, and each Party's liability arising from its infringement or misappropriation of the other Party's intellectual property, are not limited by this Section. Indemnification obligations remain subject to the applicable cap expressly stated above.

Customer asserting a claim must establish, to the extent required by applicable law, that Northwatch breached an applicable obligation and that the breach caused the damages claimed. The mere presence, installation, execution, integration, or use of a Northwatch Deliverable at the time of an incident does not establish causation.

38. Non-Waivable Liability

Nothing in this Agreement excludes or limits responsibility to the extent such exclusion or limitation is prohibited by applicable law, including responsibility for fraud, willful misconduct, willful injury, or violations of law where responsibility cannot lawfully be excluded or limited.

TERM, TERMINATION, AND SURVIVAL

39. Term of Agreement

This Agreement becomes effective when executed by both Parties and remains in effect until terminated or superseded.

This Agreement governs only SOWs that expressly incorporate or reference it.

Northwatch may revise its standard MSA at any time for future engagements. A revision does not retroactively modify an Agreement already executed by Customer. Northwatch may require Customer to execute its then-current MSA as a condition of accepting a new SOW.

40. Termination for Future Work

Either Party may terminate this Agreement as to future SOWs upon thirty (30) calendar days' written notice.

Termination does not terminate, cancel, reopen, or modify an SOW executed before the effective date of termination. Each existing SOW remains governed by the MSA version incorporated into it unless the Parties expressly agree otherwise in writing.

41. Termination of an SOW

An SOW may be terminated only as provided by that SOW, this Agreement, or a separate written agreement signed by authorized representatives of both Parties.

Either Party may terminate an SOW for a material breach by the other Party if the breach remains uncured for ten (10) business days after written notice reasonably describing the breach, unless the breach is not reasonably capable of cure.

Northwatch may immediately suspend affected work and may terminate an SOW upon written notice if continued performance would reasonably require Northwatch to violate applicable law, knowingly facilitate unlawful activity, access systems without lawful authorization, or create a material security or safety risk outside the agreed scope.

Unless the applicable SOW provides otherwise, if Customer terminates an SOW for convenience before Final Acceptance, or an SOW is treated or deemed terminated for Customer convenience under this Agreement, Customer will immediately owe:

all unpaid amounts attributable to completed milestones or accepted work;
the reasonable value of authorized work performed toward an incomplete milestone through the effective date of termination, not to exceed the unpaid price allocated to that milestone;
approved expenses and noncancelable third-party costs incurred for the project; and
any other amount expressly made payable upon termination by the applicable SOW.

Northwatch will not charge Customer for unperformed work merely because it was included in the original project price.

Termination does not relieve Customer of accrued payment obligations.

Unless otherwise agreed in writing, termination does not create a right to unfinished work, incomplete Deliverables, source materials, or intellectual property for which required payment has not been received.

Termination of an SOW before Final Acceptance closes Project Change Control for that SOW. A terminated SOW may not subsequently be reopened through a Project Change Request. Any later work requires a new SOW or other new written services agreement.

Termination before acceptance does not create warranty rights in unfinished, incomplete, or unaccepted work. A completed Deliverable or milestone that was separately accepted before termination retains the limited warranty, if any, applicable to that accepted Deliverable or milestone under the SOW and this Agreement.

42. Survival

Provisions that by their nature are intended to operate after completion or termination survive, including accrued payment obligations, intellectual property and licenses, Third-Party Systems, technology lifecycle and no-perpetual-maintenance obligations, Customer Modifications, warranty limitations and remedies, Customer Data protections and permitted retention, confidentiality, indemnification, liability limitations, claim and dispute provisions, and governing law.

CLAIMS AND DISPUTES

43. Contractual Limitation Period

To the maximum extent permitted by applicable law, any action or proceeding arising from or relating to an applicable SOW must be commenced within two (2) years after the applicable claim accrues.

This period does not extend a shorter period imposed by law and does not shorten a period where applicable law prohibits such shortening. Nothing alters applicable rules concerning accrual, tolling, fraudulent concealment, or non-modifiable claims.

Expiration of the warranty period and this contractual limitation period are separate events.

44. Governing Law and Venue

This Agreement and each SOW governed by it will be governed by the laws of the State of North Dakota, without regard to conflict-of-law principles.

To the extent permitted by applicable law, judicial actions arising out of or relating to this Agreement or an applicable SOW will be brought in a state or federal court having jurisdiction in North Dakota. The Parties consent to personal jurisdiction in those courts.

GENERAL TERMS

45. Independent Contractors

The Parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, or agency relationship.

46. Assignment

Neither Party may assign this Agreement or an applicable SOW without the other Party's written consent, except that Northwatch may assign it in connection with a merger, reorganization, sale of substantially all assets, or transfer of the relevant business.

47. Force Majeure

Neither Party is liable for delay or failure to perform, other than payment of amounts already due, to the extent caused by events beyond that Party's reasonable control. The affected Party will use commercially reasonable efforts to resume performance.

48. Notices

Formal notices under this Agreement must be in writing and delivered to the notice contact or address identified by the applicable SOW or subsequently designated by written notice.

Unless an applicable SOW requires another method, formal notice may be delivered by email, nationally recognized overnight delivery service, or certified or registered mail.

Email notice is deemed received on the first business day after transmission unless the sender receives a delivery-failure or rejection notice. Notice by overnight delivery is deemed received when delivery is recorded by the carrier. Notice by certified or registered mail is deemed received upon delivery or documented refusal.

Routine project communications, technical discussions, support communications, and ordinary email exchanges do not amend this Agreement or an SOW and do not constitute a Project Change Request unless the applicable change-control requirements are satisfied.

49. Waiver

Failure or delay to enforce a provision does not waive it. A waiver is effective only for the specific matter for which it is given unless expressly stated otherwise.

50. Severability

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective.

51. Entire Agreement

This Agreement, together with each applicable SOW, applicable Service Description, and fully executed Project Change Request authorized before Final Acceptance, constitutes the Parties' agreement concerning the services covered by that SOW and supersedes prior or contemporaneous communications concerning those services.

52. Amendments

Except for SOW-specific terms that this Agreement expressly permits an SOW to modify, this Agreement may be amended only by a written amendment that expressly states that it amends this MSA, identifies the provisions being amended, and is signed by authorized representatives of both Parties.

Publication or use of a later standard MSA does not modify this executed Agreement.

53. Electronic Signatures and Counterparts

This Agreement, an SOW, an authorized Project Change Request, or an amendment may be executed electronically and in counterparts to the extent permitted by applicable law. Electronic signatures and counterparts will be treated as originals.

AUTHORIZATION

54. Signatures

By signing below, each Party represents that the person signing has authority to bind that Party.