Common use of Statement of Services Clause in Contracts

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include system upgrades or application upgrades. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this time, or the call will be considered closed for measurement purposes. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum or Statement of Work. All Fees and Costs are due upon invoice, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made on or before such time, Millennium Technology reserves the right to terminate Agreement.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in the Order or in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. In the event of any conflict between the terms of an Order and any Service Attachment or this Agreement, the terms of the Order control. Provider may decline to perform any services requested by the Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in an Order or the applicable Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Order or Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new computer, machine or application upgradesdevice setup, network changes, datacenter moves or setups, or installations. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You Installation dates are estimates only. Customer shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposesincluding, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum Order or Statement of Work. All Fees and Costs are due upon invoiceUnless otherwise indicated in writing, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made all Services will be performed on or before such a time, Millennium Technology reserves the right to terminate Agreement-and-materials basis at Provider’s then-current rates.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in the Order or in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we Provider will deliver to you Client are limited to those Services specifically identified in the Service Order and described in the Service AttachmentsAttachments or Schedule of Services. In the event of any conflict between the terms of a Service Attachment or Schedule of Services and this Agreement, the terms in the Service Attachment or Schedule of Services control. In the event of any conflict between the terms of this Agreement and of an Order and any Service Attachment or Schedule of Services, the terms of the Order control. Provider may decline to perform any services requested by Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, include additional services and equipment you Client may need on a “one-one- off” or emergency basis that are not included within the scope of the Services described in an Order or the applicable Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you Client of any such additional Service Fees and will obtain your Client’s approval prior to providing them. However, we have Provider has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine Provider determines that any additional services you request Client requests would be inappropriate for treatment as Supplemental Services under this paragraph, we Provider may deliver to you Client a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you Client may ask us Provider to deliver services outside the scope of any Order or Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new computer, machine or application upgradesdevice setup, network changes, datacenter moves or setups, or installations. In those cases, we Provider will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our Provider’s fee to deliver them. Work Orders You Installation dates are estimates only. Client shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposes. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum or Statement of Work. All Fees including, but not limited to, providing necessary electrical power and Costs are due upon invoice, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made on or before such time, Millennium Technology reserves the right to terminate Agreementcommunication lines and proper air conditioning and humidity control.

Statement of Services. Service Attachments Order and Schedule of Services The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in one or more Service Attachments Orders referencing this Agreement. Provider agrees to provide to the Client the Services described in a Service Order that references this MSA, and which may further reference a Schedule of Services that may be updated from time to time with notice and posted at xxxx://xxx.00XxxxXxx.xxx/Schedule. A “Schedule of Services” is a description of Services that may be provided by Provider to Client upon the execution of an associated Service Order. A Schedule of Services may be modified by Provider without notice in order to account for changes in technology, third-party terms and conditions with the Provider, and the Provider’s ability to offer certain Services. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service AttachmentsOrder or Schedule of Services. In the event of any conflict between the terms of a Service Attachment Order and this Agreement, the terms in the Service Attachment Order control. Provider may decline to perform any services requested by the Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service AttachmentsOrder or Schedule of Services. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment Order for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Service Attachment Order or Schedule of Services and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new server, new firewall, office move, conference room setup, network changes, datacenter moves or application upgradessetups, or installations. In those cases, we will prepare a separate Service Attachment Order or Schedule of Services for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You Installation dates are estimates only. Client shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposes. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum or Statement of Work. All Fees including, but not limited to, providing necessary electrical power and Costs are due upon invoice, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made on or before such time, Millennium Technology reserves the right to terminate Agreementcommunication lines and proper air conditioning and humidity control.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in the Order or in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. In the event of any conflict between the terms of an Order and any Service Attachment or this Agreement, the terms of the Order control. Provider may decline to perform any services requested by the Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in an Order or the applicable Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Order or Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new computer, machine or application upgradesdevice setup, network changes, datacenter moves or setups, or installations. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You Installation dates are estimates only. Customer shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposesincluding, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum Order or Statement of Work. All Unless otherwise indicated in writing, all Services will be performed on a time-and-materials basis at Provider’s then-current rates. Adjustments to Service Fees and Costs are Except as may be specified in an Order., we may adjust the Service Fees charged under this Agreement as follows: • End-User or Network Growth. During the term of an Order, if the number of users or devices in your environment or the Service or Equipment types or quantities to be covered within the scope of the Order exceeds the numbers, types or quantities previously ordered, we may apply a pro rata adjustment to the total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment. Similarly, during the term of an Order, if the number of users or devices in your environment or the Service or Equipment types or quantities to be covered within the scope of the Order is less than the numbers, types or quantities previously ordered, upon invoicerequest, unless we will apply a pro rata adjustment to the parties agree otherwise total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment. However, under no circumstances may any such adjustments result in a number of users or devices in your environment or in applicable Statement any Service or Equipment types or quantities to be covered within the scope of Work. If payments are not made on the Order that is less than the numbers, types or before such time, Millennium Technology reserves quantities ordered at the right to terminate Agreementtime you signed that Order.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services services are described in one or more Service Attachments referencing to this AgreementMSA. The services to be provided under the Service Attachments are the “Services.” The Service Attachments identify the terms and conditions applicable to particular Services, as opposed to those generally applicable to all Services. Except for Supplemental Services or Project Services (described below)Services, and unless otherwise agreed in writing, the services we will deliver to you be delivered by Provider to Customer are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and the terms of this AgreementMSA, the terms in the Service Attachment control. Supplemental Services “Supplemental Services” are limited, additional limited services and equipment you Customer may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service Attachments. You will incur Customer shall pay additional Service Fees for Supplemental Services. We will Provider shall notify you Customer of any such additional Service Fees and will shall obtain your Customer’s approval prior to providing themany Supplemental Services. However, we have Provider has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In additionRequests for Changes If Customer wishes to implement changes in any Services during the term of an applicable Service Attachment, if we determine that Customer must request those changes in writing and must deliver the request to Provider. Provider shall review and return the request to Customer with a written evaluation of the changes, including any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project cost associated with the changes and the impact the changes will have on the completion of the Services. Project Services In some casesFollowing its review of Provider’s evaluation, you Customer then may ask us choose to deliver services outside approve the scope changes by signing and returning to Provider a copy of Provider’s written evaluation, which then will be subject to the terms of this MSA and any applicable Service Attachment. No changes in any Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include system upgrades or application upgrades. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this time, or the call will be considered closed for measurement purposeseffective until Provider receives such a Customer-signed evaluation of a written change request. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in Service Attachments. Any services performed outside the Service Attachments will be at Provider’s then-current time and material rates unless otherwise agreed in writing. Pass-Through Expenses Customer shall pay Provider’s reasonable out-of-pocket expenses, including travel expenses, lodging, meals, or other similar expenses, which may be incurred by Provider in performing Services. Any such “Pass- Through Expenses” will be billed at cost and invoiced monthly. Invoicing Requirements Provider shall deliver to Customer a Pricing Addendum monthly invoice in advance of the following calendar month. Each invoice generally will include (1) the Service Fees owed for that month, (2) any known Pass-Through Expenses for which Customer is responsible, and (3) any other applicable charges or Statement fees for the immediately preceding month and other preceding months, including adjustments to the Service Fees. Payment Terms Customer shall pay the full amount reflected on any invoice as owed to Provider within thirty (30) days of Workits receipt of that invoice. All Fees Customer shall pay a late charge of one and Costs are one half percent (1.5%) per month or the maximum lawful rate, whichever is less, for all invoiced amounts not paid within ten (10) days following Customer’s receipt of that invoice (the “Payment Deadline”). If Customer disputes in good faith all or any portion of the amount due upon on any invoice, unless or if Customer otherwise requires any adjustment to an invoiced amount, Customer must notify Provider in writing, prior to the Payment Deadline, of the nature and basis of the dispute and/or adjustment. The parties shall use their reasonable best efforts to resolve the dispute prior to the Payment Deadline. However, if the parties agree otherwise are unable to resolve the dispute prior to the Payment Deadline, Customer nevertheless shall pay the entire invoiced amount to Provider by the Payment Deadline. If it is ultimately determined that the disputed amount should not have been paid by Customer to Provider, Provider shall apply a credit equal to that amount on Customer’s next invoice. Suspension of Service If Customer fails to pay all amounts owed to Provider under this MSA when due, then upon at least ten (10) days prior, written notice to Customer, and in addition to any other remedies available at law or in equity, Provider may suspend Services under this MSA until full payment is made. Following any suspension of service under this provision, and after Customer makes full payment to Provider, Provider shall restore the Services after validating that all components to be monitored and/or managed under any applicable Statement Service Attachment comply with Provider’s level of Worksecurity, updates and best practices. If payments are not made on or before Customer shall pay a “Reactivation Fee” for such time, Millennium Technology reserves the restoration equal to $250.00. Provider’s right to suspend Services under this section is in addition to Provider’s right to terminate Agreementthis MSA for non-payment. Taxes All charges and fees to be paid by Customer under this MSA are exclusive of any applicable sales, use, excise or services taxes that may be assessed on the provision of the Services. Customer is responsible for the payment of any and all such taxes. TERM AND TERMINATION Term This MSA commences on the MSA Effective Date and will remain in effect until either party terminates it as permitted below. Termination Either party may terminate this MSA for any reason upon at least thirty (30) days advance, written notice given to the other party. However, termination of this MSA will not, by itself, result in the termination of any Service Attachments, and this MSA will remain in effect notwithstanding any notice of termination unless and until all Service Attachments are terminated or expire according to their terms. INDEPENDENT CONTRACTOR Unless otherwise agreed, Provider will perform all Services solely in Provider’s capacity as an independent contractor and not as an employee, agent or representative of Customer.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and Quote, a SOW and/or described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. Supplemental Services “Supplemental Services” are limitedIn the event of any conflict between the terms of a Quote and any Service Attachment or this Agreement, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope terms of the Services described in the Service AttachmentsQuote control. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services specified in an approved SOW shall be incorporated herein by reference. In some cases, you may ask us to deliver services outside the event that the scope of the Services is expanded, revised, or modified, for any Service Attachment SOW incorporated herein, the Parties shall prepare and inappropriate for treatment as Supplemental Servicessign an amended or new SOW (or change order), which likewise shall be attached hereto and incorporated herein by reference. Examples Provider may decline to perform any services requested by the Customer that are in violation of such services include system upgrades any applicable law or application upgradesthat are not typically associated with the Services provided by Provider. In those casesImprovements to Services You hereby assign to us any and all suggestions, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You ideas, enhancement requests, feedback, recommendations or other information provided by you or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this time, users relating to any proposed improvements of or modifications to the call will be considered closed for measurement purposes. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum or Statement of Work. All Fees and Costs are due upon invoice, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made on or before such time, Millennium Technology reserves the right to terminate AgreementServices.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in the Order or in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we Provider will deliver to you Client are limited to those Services specifically identified in the Service Order and described in the Service AttachmentsAttachments or Schedule of Services. In the event of any conflict between the terms of a Service Attachment or Schedule of Services and this Agreement, the terms in the Service Attachment or Schedule of Services control. In the event of any conflict between the terms of this Agreement and of an Order and any Service Attachment or Schedule of Services, the terms of the Order control. Provider may decline to perform any services requested by Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, include additional services and equipment you Client may need on a “one-off” or emergency basis that are not included within the scope of the Services described in an Order or the applicable Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you Client of any such additional Service Fees and will obtain your Client’s approval prior to providing them. However, we have Provider has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine Provider determines that any additional services you request Client requests would be inappropriate for treatment as Supplemental Services under this paragraph, we Provider may deliver to you Client a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you Client may ask us Provider to deliver services outside the scope of any Order or Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new computer, machine or application upgradesdevice setup, network changes, datacenter moves or setups, or installations. In those cases, we Provider will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our Provider’s fee to deliver them. Work Orders You Installation dates are estimates only. Client shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposes. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum or Statement of Work. All Fees including, but not limited to, providing necessary electrical power and Costs are due upon invoice, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made on or before such time, Millennium Technology reserves the right to terminate Agreementcommunication lines and proper air conditioning and humidity control.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services services are described in one or more Service Attachments referencing to this AgreementMSA. The services to be provided under the Service Attachments are the “Services.” The Service Attachments identify the terms and conditions applicable to particular Services, as opposed to those generally applicable to all Services. Except for Supplemental Services or Project Services (described below)Services, and unless otherwise agreed in writing, the services we will deliver to you be delivered by Provider to Customer are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and the terms of this AgreementMSA, the terms in the Service Attachment control. Supplemental Services “Supplemental Services” are limited, additional limited services and equipment you Customer may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service Attachments. You will incur Customer shall pay additional Service Fees for Supplemental Services. We will Provider shall notify you Customer of any such additional Service Fees and will shall obtain your Customer’s approval prior to providing themany Supplemental Services. However, we have Provider has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In additionRequests for Changes If Customer wishes to implement changes in any Services during the term of an applicable Service Attachment, if we determine that Customer must request those changes in writing and must deliver the request to Provider. Provider shall review and return the request to Customer with a written evaluation of the changes, including any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project cost associated with the changes and the impact the changes will have on the completion of the Services. Project Services In some casesFollowing its review of Provider’s evaluation, you Customer then may ask us choose to deliver services outside approve the scope changes by signing and returning to Provider a copy of Provider’s written evaluation, which then will be subject to the terms of this MSA and any applicable Service Attachment. No changes in any Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include system upgrades or application upgrades. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this time, or the call will be considered closed for measurement purposeseffective until Provider receives such a Customer-signed evaluation of a written change request. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in Service Attachments. Any services performed outside the Service Attachments will be at Provider’s then-current time and material rates unless otherwise agreed in writing. Pass-Through Expenses Customer shall pay Provider’s reasonable out-of-pocket expenses, including travel expenses, lodging, meals, or other similar expenses, which may be incurred by Provider in performing Services. Any such “Pass- Through Expenses” will be billed at cost and invoiced monthly. Invoicing Requirements Provider shall deliver to Customer a Pricing Addendum monthly invoice in advance of the following calendar month. Each invoice generally will include (1) the Service Fees owed for that month, (2) any known Pass-Through Expenses for which Customer is responsible, and (3) any other applicable charges or Statement fees for the immediately preceding month and other preceding months, including adjustments to the Service Fees. Payment Terms Customer shall pay the full amount reflected on any invoice as owed to Provider within thirty (30) days of Workits receipt of that invoice. All Fees Customer shall pay a late charge of one and Costs are one half percent (1.5%) per month or the maximum lawful rate, whichever is less, for all invoiced amounts not paid within ten (10) days following Customer’s receipt of that invoice (the “Payment Deadline”). If Customer disputes in good faith all or any portion of the amount due upon on any invoice, unless or if Customer otherwise requires any adjustment to an invoiced amount, Customer must notify Provider in writing, prior to the Payment Deadline, of the nature and basis of the dispute and/or adjustment. The parties shall use their reasonable best efforts to resolve the dispute prior to the Payment Deadline. However, if the parties agree otherwise or in applicable Statement of Workare unable to resolve the dispute prior to the Payment Deadline, Customer nevertheless shall pay the entire invoiced amount to Provider by the Payment Deadline. If payments are it is ultimately determined that the disputed amount should not made have been paid by Customer to Provider, Provider shall apply a credit equal to that amount on or before such time, Millennium Technology reserves the right to terminate AgreementCustomer’s next invoice.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include system upgrades or application upgrades. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this time, or the call will be considered closed for measurement purposes. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum or Statement of Work. All Fees and Costs are due upon invoice, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made on or before such time, Millennium Technology reserves the right Attachment, if the number of users in your environment or the Service or Equipment types or quantities to terminate Agreementbe covered within the scope of the Service Attachment exceeds the numbers, types or quantities previously ordered, we may apply a pro rata adjustment to the total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment. Similarly, during the term of a Service Attachment, if the number of users in your environment or the Service or Equipment types or quantities to be covered within the scope of the Service Attachment is less than the numbers, types or quantities previously ordered, upon request, we will apply a pro rata adjustment to the total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment. However, under no circumstances may any such adjustments result in a number of users in your environment or in any Service or Equipment types or quantities to be covered within the scope of the Service Attachment that is less than the numbers, types or quantities ordered at the time you signed that Service Attachment. Additionally, if the number of device agents that have been installed increases within the scope of the Service Attachment is greater than the numbers, types or quantities previously installed, we may apply a pro rata adjustment to the total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment. Similarly, if the number of device agents that have been installed decreases within the scope of the Service Attachment is less than the numbers, types or quantities previously installed, upon request, we will apply a pro rata adjustment to the total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment. However, under no circumstances may any such adjustments result in a number of installed device agents in your environment or in any Service or Equipment types or quantities to be covered within the scope of the Service Attachment that is less than the numbers, types or quantities ordered at the time you signed that Service Attachment.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. Provider may decline to perform any services requested by the Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new computer, machine or application upgradesdevice setup, network changes, datacenter moves or setups, or installations. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You Installation dates are estimates only. Customer shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposesincluding, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum Service Level Agreement or Statement of Work. All Fees and Costs are due upon invoiceUnless otherwise indicated in writing, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made all Services will be performed on or before such a time, Millennium Technology reserves the right to terminate Agreement-and-materials basis at Provider’s then- current rates.

Statement of Services. Service Attachments Attachments: The services to be delivered by Provider (the “"Services”") and the fees for those Services, and the specific terms applicable to those Services are described in the Quote or one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you Client are limited to those Services specifically identified in the Service Order Quote and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. In the event of any conflict between the terms of a Quote and any Service Attachment or this Agreement, the terms of the Quote control. Provider may decline to perform any services requested by Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services Services: “Supplemental Services” are limited, additional services and equipment you Client may need on a “one-off” or emergency basis that are not included within the scope of the Services described in a Quote or the applicable Service Attachments. You will Client may incur additional Service Fees for Supplemental Services. We will notify you Client of any such additional Service Fees and will obtain your Client’s approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express expressed or implied. In addition, if we determine that any additional services you request Client requests would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you Client a proposed Service Attachment for Project Services. Project Services In some cases, you may ask us or a Proposal prior to deliver services outside the scope of any Service Attachment and inappropriate for treatment as providing Supplemental Services. Examples of such services include system upgrades or application upgrades. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this time, or the call will be considered closed for measurement purposes. FEES FOR SERVICES | AND PAYMENT TERMS Service Fees Fees: Fees for Services are set forth outlined in all Quotes or Statements of Work documents. Unless otherwise indicated in writing, all Services will be performed on a Pricing Addendum or Statement of Worktime-and-materials basis at Provider's then-current rates. All Fees fees assume that Customer equipment is under manufacturer warranty and/or a valid maintenance contract. Customer will be billed monthly based on the current number of active extensions, mobile devices, workstations, servers, and Costs are due upon invoicenetwork devices under management. A device will be considered active and under management, unless if the parties agree otherwise or device has been in applicable Statement of Workcontact with the provider's management console(s), at any time in the prior sixty (60) days. If payments are Any device that has not made on or before such timecontacted the provider’s management console in the prior sixty (60) days will be considered inactive and can automatically be removed from provider’s management console(s). Once fully removed from the management console(s), Millennium Technology reserves the right to terminate Agreementbilling will cease for that device.

Statement of Services. Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Service Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. Provider may decline to perform any services requested by the Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in the Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades upgrades, new computer, machine or application upgradesdevice setup, network changes, datacenter moves or setups, or installations. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Work Orders You Installation dates are estimates only. Customer shall be responsible for preparation and maintenance of the site for such Project Services or your representative will receive an electronic notification when work is completed. Any problems will be noted by reply at this timeinstallations, or the call will be considered closed for measurement purposesincluding, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in a Pricing Addendum Service Level Agreement or Statement of Work. All Fees and Costs are due upon invoiceUnless otherwise indicated in writing, unless the parties agree otherwise or in applicable Statement of Work. If payments are not made all Services will be performed on or before such a time, Millennium Technology reserves the right to terminate Agreement-and-materials basis at Provider’s then-current rates.