MASTER SERVICE AGREEMENT

RECITALS

WHEREAS, Client desires to engage Service Provider for the provision of certain software development and consulting services as more particularly described herein; and

WHEREAS, Service Provider has the expertise and capacity to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, both parties desire to establish a framework governing the delivery of such services, including provisions regarding intellectual property, confidentiality, payment terms, and limitation of liability;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1 — SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the services described in one or more Statements of Work ("SOW") attached hereto and incorporated herein by reference. Each SOW shall specify the nature, scope, timeline, deliverables, and fees applicable to the services described therein.

1.2 Changes. Any changes to the scope of Services must be agreed upon in writing by both parties prior to implementation. Service Provider reserves the right to adjust fees accordingly for any changes that materially increase the scope or complexity of the Services.

ARTICLE 2 — PAYMENT TERMS

2.1 Client shall pay all invoices within thirty (30) days of receipt. Late payments shall accrue interest at a rate of 1.5% per month. All fees are exclusive of applicable taxes, which shall be the sole responsibility of Client.