SOClogix Master Reseller Agreement

This Master Reseller Agreement (“Agreement”) is entered into by and between SOClogix (“we,” “us,” “SOClogix”) and the authorized reseller identified in the applicable Service Order (“Reseller”). This Agreement is effective as of the latest execution date on a Service Order (“Effective Date”).

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ARTICLE ONE: DEFINITIONS

1.1 Agreement – this Master Reseller Agreement, including all attached Schedules and each Service Order.

1.2 End User – any user to whom the Reseller provides cybersecurity products or services incorporating, in whole or in part, Services provided by SOClogix.

1.3 Service – any cybersecurity service SOClogix provides to the Reseller under this Agreement, subject to specific terms in applicable Service Orders or Schedules.

1.4 Service Order Term – the minimum period specified in a Service Order for which the Reseller commits to purchase and SOClogix commits to supply the Service.

1.5 Due Date – the date payment must be received by SOClogix, as outlined in Schedule C (Credit Schedule).

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ARTICLE TWO: TERM; SCOPE OF AGREEMENT

2.1 Term – The Agreement shall remain in effect for one (1) year from the Effective Date (“Initial Term”) and shall automatically renew for successive one-year periods (“Renewal Terms”) unless terminated by either Party with sixty (60) days’ written notice before the end of a Term.

2.2 Service Periods – Each Service shall remain in effect for the Service Order Term. Obligations related to such Services survive termination of this Agreement until the Service Order Term expires. Early termination by Reseller may result in early termination charges as set forth in the applicable Service Schedule.

2.3 Provision of Services – Services are delivered only upon execution of a Service Order accepted by SOClogix. Amendments to Service Orders must be in writing and signed by authorized representatives of both Parties.

2.4 Equipment – All equipment furnished by SOClogix remains SOClogix’s property and must be returned in good condition (reasonable wear and tear excepted) upon expiration or termination. Reseller shall reimburse SOClogix for loss or damage except where caused by SOClogix personnel.

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ARTICLE THREE: RELATIONSHIP WITH END USERS

3.1 Reseller is the sole party responsible for sales, billing, support, and End User relationships. SOClogix has no obligations to End Users.

3.2 Reseller shall indemnify and hold SOClogix harmless against any claims by End Users relating to Services, except to the extent directly caused by SOClogix’s gross negligence or willful misconduct.

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ARTICLE FOUR: TERMINATION & SUSPENSION

4.1 For Breach – Either Party may terminate this Agreement or any Service Order upon thirty (30) days’ written notice if the other materially breaches and fails to cure within such period. For payment breaches or violations of Article 8 (Compliance), the cure period is two (2) business days.

4.2 Cross-Default – A Reseller breach of this Agreement shall constitute a breach of all other agreements between Reseller and SOClogix or its affiliates, allowing SOClogix to suspend or terminate those agreements.

4.3 For Convenience – SOClogix may terminate this Agreement or any Service Order for convenience with ninety (90) days’ prior written notice.

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ARTICLE FIVE: RATES AND TAXES

5.1 Rates – Rates are set forth in Service Orders or Schedules. If not specified, SOClogix’s standard rates apply. Rates may change with thirty (30) days’ written notice.

5.2 Taxes – Reseller is responsible for all applicable taxes. Reseller must provide resale exemption certificates if applicable.

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ARTICLE SIX: PAYMENT, DISPUTES, SECURITY

6.1 Billing & Payment – Billing begins upon use of Service or three (3) days after delivery, whichever is earlier. Monthly recurring charges are billed in advance. Late payments accrue 1.5% interest per month.

6.2 Disputes – Disputes must be submitted in writing within sixty (60) days of invoice. Undisputed charges must be paid on time. Resolved disputes shall be paid or credited within five (5) days of resolution.

6.3 Credit Approval – Reseller must maintain acceptable credit. SOClogix may require deposits, prepayments, or security (e.g., letters of credit) if financial conditions deteriorate.

6.4 Offset Rights – SOClogix may offset amounts owed by Reseller or its affiliates against commissions or credits due to Reseller.

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ARTICLE SEVEN: WARRANTY & LIMITATION OF LIABILITY

7.1 Warranty Disclaimer – Services are provided using reasonable efforts but without warranties of any kind, express or implied, including merchantability, fitness for purpose, or non-infringement.

7.2 Damages Exclusion – Neither Party shall be liable for indirect, special, incidental, or consequential damages, including lost profits, revenue, goodwill, or End Users.

7.3 Liability Cap – SOClogix’s total aggregate liability for all claims shall not exceed the total fees paid by Reseller to SOClogix in the twelve (12) months preceding the claim.

7.4 Force Majeure – Neither Party is liable for delays caused by events beyond reasonable control, excluding payment obligations.

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ARTICLE EIGHT: COMPLIANCE

8.1 Both Parties shall comply with all applicable laws, regulations, and rulings.

8.2 Reseller warrants it holds and maintains all certifications required to provide services to End Users. Reseller shall indemnify SOClogix for claims, taxes, or penalties arising from failure to comply.

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ARTICLE NINE: CONFIDENTIALITY

9.1 Each Party shall protect the other’s Confidential Information with reasonable care during the Agreement and for three (3) years after termination, and indefinitely with respect to trade secrets.

9.2 Exceptions apply for information that is already known, public, independently developed, received from a third party, or disclosed under legal compulsion.

9.3 Neither Party may use the other’s trademarks, service marks, or trade names without prior written consent.

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ARTICLE TEN: INSURANCE

10.1 Each Party shall maintain, at its own expense:

• Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate.

• Professional Liability / Errors & Omissions: $1,000,000 per claim.

• Cyber Liability Insurance: $1,000,000 per claim.

Certificates shall be provided upon request.

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ARTICLE ELEVEN: INDEMNIFICATION

11.1 Mutual – Each Party shall indemnify, defend, and hold harmless the other against claims, damages, and expenses arising out of its own negligence, willful misconduct, or breach.

11.2 Reseller-Specific – Reseller shall indemnify and hold harmless SOClogix from:

• End User claims relating to Services,

• Misuse or misrepresentation of Services,

• Breaches caused by Reseller’s failure to implement security safeguards or certifications.

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ARTICLE TWELVE: MISCELLANEOUS

12.1 Notices – Must be in writing and delivered by hand, certified mail, or confirmed electronic delivery.

12.2 Waiver – No waiver shall be binding unless in writing.

12.3 Assignment – Reseller may not assign this Agreement without SOClogix’s written consent.

12.4 Amendment – Modifications must be in writing and signed by both Parties.

12.5 Partial Invalidity – If any provision is invalid, the remainder remains enforceable.

12.6 Entire Agreement – This Agreement, including Schedules and Service Orders, supersedes all prior agreements.

12.7 Order of Precedence – In case of conflict: (i) Service Order; (ii) Service Schedule; (iii) this Agreement.

12.8 Relationship – Parties are independent contractors; no partnership, joint venture, or agency is created.

12.9 Governing Law & Dispute Resolution – This Agreement shall be governed by Maryland law. Disputes shall be resolved by binding arbitration under AAA Commercial Rules in Baltimore, MD, except either Party may seek injunctive relief in Maryland courts for Confidential Information or IP rights.

12.10 Survival – Articles 7, 8, 9, 10, 11, and 12.9 shall survive termination or expiration.