ARTICLE ONE:  DEFINITIONS 

The following capitalized terms shall have the following meanings: 

1.1 Agreement: shall mean this Master Reseller Agreement, including all attached Schedules and each Service Agreement.   

1.2 End User: shall mean a user to whom the Reseller will provide cybersecurity products and services, in whole or in part, the Service provided by SOClogix Cyber Group, LLC to the Reseller under this Agreement. 

1.3 Service: shall mean any cybersecurity service SOClogix Cyber Group, LLC provides to the Reseller under this Agreement. Specific Service terms and conditions may apply in addition to the terms and conditions contained in the main body of this Agreement. 

1.4 Service Order Term:  The minimum period specified in a Service Order for which the Reseller commits to purchase and SOClogix Cyber Group, LLC commits to supply the Service specified in the Service Order. 

1.5 Due Date:  The date payment must be received by SOClogix Cyber Group, LLC for the Services provided to the Reseller under this Agreement. Reseller’s Due Date shall be outlined in Schedule C (Credit Schedule). 

ARTICLE TWO: TERM; SCOPE OF AGREEMENT 

2.1 Term. The Agreement shall commence on the Effective Date and remain in effect for an initial period of one (1) year (the “Initial Term”) unless terminated earlier in accordance with Article IV of this Agreement. Upon expiration of the Initial Term, the Agreement will automatically renew for successive one-year periods (each a “Renewal Term”), with Services billed at SOClogix Cyber Group, LLC’s then-current monthly rates. Either Party may terminate the Agreement at the end of the Initial Term or any Renewal Term by providing sixty (60) days’ prior written notice to the other Party. The Initial Term and all Renewal Terms are collectively referred to as the “Term.”

2.2 Individual Service Periods.  Notwithstanding the foregoing, the term for each Service provided under this Agreement shall have a minimum term as outlined in the applicable Service Order.  Notwithstanding the expiration of the Agreement Term, the rights and obligations of the Parties with regard to such Service, including the price for such Service, shall continue to be governed by this Agreement until the expiration of such Service Order Term.  In the event of early termination of this Agreement, or in the event Reseller cancels a Service prior to expiration of the applicable Service Order Term, Reseller may be subject to an early termination charge as set forth in Article 4 and the applicable Service Schedule of this Agreement. 

2.3 Provision of Services.  Subject to the terms and conditions set forth in this Agreement, SOClogix shall provide to Reseller, and Reseller shall accept and pay for, the Services as requested by Reseller in the Service Order(s) accepted by SOClogix.  SOClogix shall not be obligated to accept a Service Order.  An amendment to an applicable Service Order is required for each add/change in any Service covered by a Service Order. Reseller may from time to time throughout the Term place orders for specific Services by the execution and delivery to SOClogix of a Service Order.  The Service Order shall specify a minimum Service Order Term for which Reseller shall be committed to purchase the specified service and any applicable early termination charges.  The Service Order shall be executed by the respective authorized company representatives for Reseller and SOClogix prior to SOClogix commencement of delivery of the Service to Reseller. 

2.4 Equipment.  This Agreement shall not, and shall not be deemed to, convey to Reseller, or any End User, title to any transmission facilities, equipment used or furnished by SOClogix to provide the Service under this Agreement. Equipment furnished by SOClogix shall be returned to SOClogix upon expiration or termination of the Agreement or as earlier requested by SOClogix, in good condition, reasonable wear and tear excepted. Reseller shall reimburse SOClogix for any loss of, or damage to, equipment on the Reseller’s or an End User’s premises, except loss or damage caused by SOClogix’ own employees, agents, or contractors. 

ARTICLE THREE: RELATIONSHIP WITH END USERS 

3.1 Reseller will be SOClogix’ sole Reseller of record for all the Services.  SOClogix shall have no responsibility for dealing directly with any End Users for any purpose relating to the Services, including but not limited to sales, ordering, billing, maintenance, or repair.  Reseller is solely responsible for all products and services it provides to its End Users.   

3.2 No End User or any other third party shall be considered a party to or beneficiary of this Agreement or have any claim under this Agreement against either SOClogix or Reseller.  Reseller agrees to indemnify and hold harmless SOClogix from any and all claims by End Users (including without limitation any claim with respect to any of the services provided by Reseller which may incorporate any of the SOClogix Services provided hereunder), except to the extent caused by SOClogix’ gross negligence or willful misconduct.  

ARTICLE FOUR: SUSPENSION/TERMINATION 

4.1 Either party may terminate this Agreement and all Service Orders on thirty (30) days’ written notice if the other party materially breaches this Agreement and the breaching party fails to cure the breach within such written notice period, provided that the notice period for breach of any of Reseller’s payment obligations hereunder (including the Credit Schedule) or any obligations under Article 9 (Compliance With Laws) shall only be two (2) business days.  

4.2 Reseller understands and agrees that any breach by Reseller of its obligations under this Agreement shall also be deemed a breach by Reseller of its obligations under any other agreements it has entered into with SOClogix and/or its affiliates and understands and agrees that such breach shall authorize SOClogix and/or any of its affiliates to immediately suspend performance under, and/or terminate, said agreements with Reseller for default if such breach (es) have not been cured within the time provided for in this Agreement. 

ARTICLE FIVE: RATES AND CHARGES 

5.1 Rates and Charges.  The rates and charges for the Services shall be those set forth in the applicable Service Order(s) and Service Schedule(s), as applicable.  For any SOClogix service used by Reseller for which a rate is not specified in this Agreement, the Parties shall mutually agree on the applicable rate for the Service, but if the Parties cannot agree and Reseller utilizes the Service, SOClogix’ standard business rate shall apply.  Reseller acknowledges that the rates set forth on the Service Order and in the applicable Service Schedule(s) are subject to change.  SOClogix will notify Reseller of any changes thirty days before any rate change will take effect.   

5.2 Taxes.  In addition to the rates and charges for the Service(s), Reseller shall be responsible for payment of all sales, use, gross receipts, excise, and other local, state, and federal taxes. To the extent a sale is claimed to be for resale and thus subject to tax exemption, Reseller shall furnish SOClogix a proper resale tax exemption certificate as authorized or required by statute or regulation of the jurisdiction providing said resale tax exemption. Failure to provide said resale tax exemption certificate upon execution of this Agreement will result in no exemption being available to Reseller for any period prior to the date that the Reseller presents the valid certificate(s).   

ARTICLE SIX: PAYMENT FOR SERVICE/DISPUTES/ SECURITY. 

6.1 Payment Terms.  Billing for a Service shall commence earlier of: (i) use of the Service by Reseller; or (ii) three (3) days after delivery of the Service to Reseller’s service location specified on the applicable Service Order(s).  SOClogix shall invoice Reseller for the monthly recurring charges one month in advance.  Payment terms are set forth in Schedule C (the “Credit Schedule”).  If Reseller fails to pay all charges not disputed in accordance with the provisions of Section 6.2 hereof by the Due Date, Reseller also shall pay SOClogix a monthly late charge amounts equal to 1.5% of the unpaid balance due (or such lesser amount as is the maximum amount permitted under applicable law).  The amounts due to SOClogix hereunder are due and payable without set off. If SOClogix initiates legal proceedings to collect any amount due hereunder and SOClogix substantially prevails in such proceedings, then Reseller shall pay the reasonable attorneys’ fees and costs incurred by SOClogix in prosecuting such proceedings and any appeals there from.  In addition to SOClogix remedies under Section 6.4 hereof, and notwithstanding any of the provisions of Section 6.3 hereof, SOClogix shall have the right to immediately and without further notice suspend all Services to Reseller in the event of nonpayment by the Due Date of any charges not disputed in accordance with the provisions of Section 6.2.   

6.2 Billing Disputes.  Reseller must provide SOClogix with written notice of any disputed charge(s) within sixty (60) days after the invoice date listed on the bill or shall be deemed to have waived its rights to dispute the charges.  If the dispute is filed on or before the Due Date for the respective invoice, Reseller shall pay the invoiced amount minus the disputed amount by the Due Date.   Reseller shall have no right to withhold amounts not disputed by the Due Date, provided that payment of an invoice shall not be deemed a waiver of Reseller’s rights to later dispute any invoice within the time period established in this Section 6.2.  The dispute notice shall set forth in reasonable detail the information concerning the disputed charges and reasons for the dispute.  SOClogix and Reseller shall attempt in good faith to promptly resolve any objection to the invoiced amount.  If the dispute is subsequently resolved in favor of SOClogix, Reseller shall pay the disputed amount previously withheld within five (5) days of such resolution, including interest at the rate specified above from the original due date.  If the dispute is subsequently resolved in favor of Reseller, SOClogix shall issue a credit on Reseller’s invoice for the disputed amount. 

6.3 Credit Approval/Payment History.  Reseller’s initial credit limit and payment and credit terms are as set forth in Schedule D attached hereto (the “Credit Schedule”).  Upon request by SOClogix, Reseller shall promptly provide SOClogix with financial statements accurately setting forth the financial condition of Reseller, provided that such financial statements and the information therein shall be protected as the confidential information of Reseller.  If Reseller’s financial condition or payment history is or becomes unacceptable to SOClogix, then SOClogix may require alteration of the Credit Schedule applicable to Reseller, which could include requiring prepayments, a deposit of three-months projected usage, some combination of deposit and reciprocal traffic, an irrevocable letter of credit, or some other form of security acceptable to SOClogix.  If such security is not provided within ten (10) days following SOClogix’ request, then SOClogix shall have the right to terminate this Agreement and/or terminate or suspend all Service to the Reseller immediately and without liability or further notice.  Nothing herein shall alter SOClogix’ rights under Section 4.1 of the Agreement. 

6.4 SOClogix shall have the right to offset any amount for which Reseller or any Reseller affiliate has been invoiced by SOClogix or any affiliate of SOClogix, due and outstanding for more than ten (10) days, against any undisputed balance of any invoice from Reseller or any Reseller affiliate to SOClogix or any SOClogix affiliate (including any commission or credit amounts due hereunder).  SOClogix shall receive credit toward that invoice upon notification to Reseller that SOClogix is exercising its right to offset, and Reseller shall not re-invoice the offset amount. 

ARTICLE SEVEN: WARRANTY AND LIMITATIONS OF LIABILITY 

7.1 SOCLOGIX CYBER SECURITY WILL USE REASONABLE EFFORTS UNDER THE CIRCUMSTANCES TO MAINTAIN ITS OVERALL NETWORK SECURITY SOC OPERATIONS AND QUALITY.  THE QUALITY OF SERVICE PROVIDED HEREUNDER SHALL BE CONSISTENT WITH OTHER COMMON CYBER SECURITY MONITORING FIRMS. SOCLOGIX CYBER SECURITY MAKES NO OTHER WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESSED, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

7.2 IN NO EVENT SHALL SOCLOGIX CYBER SECURITY BE LIABLE TO RESELLER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF RESELLER’S CLIENTS OR GOODWILL, ARISING IN ANY MANNER FROM THIS AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER 

7.3 THE LIABILITY of SOClogix with respect to the installation (including delays), provision, termination, maintenance, repair, interruption, or restoration of any service or facilities offered under this agreement shall not exceed an amount equal to the charge applicable under this agreement for the period during which services were affected.  For those services with monthly recurring charges, the liability of SOClogix is limited to an amount equal to the proportionate monthly recurring charges for the period during which service was affected. 

7.4 Neither Party shall be liable for any delay or failure in performance of any party of this Agreement, other than for any delay or failure in an obligation to pay money, to the extent such delay or failure is caused by fire, flood, explosion, accident, war strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials or labor of any other causes beyond their reasonable control.  Any such delay or failure shall suspend this Agreement until the Force Majeure ceases and the term shall be extended by the length of the suspension. 

ARTICLE EIGHT: COMPLIANCE WITH LAWS 

8.1 Each party shall comply with all applicable laws, regulations, court decisions or administrative rulings regarding the provision or use of the Services.  Failure to do so shall constitute a material breach of the Agreement.   

8.2 Reseller represents and warrants that it has obtained all certifications necessary to provide its services to End Users.  Reseller further warrants that Reseller shall maintain all such certifications for the duration of this Agreement.   Upon SOClogix’ request, Reseller shall provide SOClogix with Reseller’s certifications. Reseller shall indemnify, defend and hold SOClogix harmless against all taxes, fees, assessments or similar amounts, if any, as set forth in section 5.2 above which may be assessed against Reseller or SOClogix for Reseller’s use of the Services hereunder.  Reseller shall further indemnify, defend and hold harmless SOClogix against all claims or liability due to or arising out of failure of Reseller to obtain any permit or other consent as may be required from any local government or other regulatory body for use of the Services. 

ARTICLE NINE: CONFIDENTIALITY 

9.1 During the term of this Agreement and for a period of one (1) year thereafter, neither Party shall disclose any terms of this Agreement, including pricing, or any other confidential information of the other Party.  For purposes of this Agreement, the term “confidential information” shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party.  Any confidential information transmitted orally shall be identified as such at the time of its disclosure.  All confidential information shall remain the property of the disclosing Party.  A Party receiving confidential information shall: (i) use or reproduce such information only when necessary to perform this Agreement; (ii) provide at least the same care to avoid disclosure or unauthorized use of such information as it provides to protect its own confidential information; (iii) limit access to such information to its employees or agents who need such information to perform this Agreement; and (iv) return or destroy all such information, including copies, after the need for it has expired, upon request of the disclosing Party, or upon termination of this Agreement.   

9.2 The party to whom confidential information is disclosed shall have no obligation to preserve the proprietary nature of any confidential information which: (i) was previously known to such party free of any obligation to keep it confidential; (ii) is or becomes publicly available by other than unauthorized disclosure; (iii) is developed by or on behalf of such party independent of any confidential information furnished under this agreement; (iv) is received from a third party whose disclosure does not violate any confidentiality obligation; or (v) is disclosed pursuant to the requirement or request of a governmental agency or court of competent jurisdiction to the extent such disclosure is required by a valid law, regulation or court order.   

9.3 This Agreement confers no right to use the name, service marks, trademarks, copyrights, or patents of either Party except as expressly provided herein.  Neither Party shall take any action which would compromise the registered copyrights or service marks of the other.   

ARTICLE TEN: MISCELLANEOUS 

10.1 Notices.  All notices and communications under this Agreement shall be in writing and shall be given by personal delivery, by registered or certified mail, return receipt requested, or by facsimile transmission (confirmed by sender’s equipment), or by email notification (confirmed by sender’s equipment) addressed to the respective Party as set forth below or to such other address as may be designated in writing by such Party.  Notice shall be deemed given upon receipt.  

10.2 Waiver.  No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the Party to which it is attributed.  No consent by a Party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of, any subsequent breach or default. 

10.3 Assignment.  Neither this Agreement, nor any rights or obligations under it may be assigned by Reseller without the prior written consent of SOClogix, which consent shall not be unreasonably withheld.   

10.4 Modification of Agreement.  This Agreement, including its Schedule(s), may only be amended, modified, or supplemented by a separate written document duly executed by authorized representatives of both Parties. 

10.5. Partial Invalidity.  If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render this Agreement unenforceable, but rather this Agreement shall be construed as if not containing the invalid or unenforceable provision.  However, if such provision is an essential element of this Agreement, the Parties shall promptly attempt to negotiate a substitute, therefore. 

10.6 Entire Agreement.  This Agreement, together with the attached Schedule(s) or Attachment(s), and all Service Orders, represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the Parties relating to the Service.  This Agreement supersedes any and all prior agreements between SOClogix and Reseller with respect to the provision of Services.  As of the Effective Date hereof, all said prior agreements shall be rendered null and void and have no further force or effect.  Further, as of the Effective Date hereof, any and all Service provided pursuant to said prior agreements, if any, shall henceforth be governed by and provided subject to the terms of this Agreement. 

10.7 Order of Precedence.  In the event of any conflict between the terms set forth in the main body of this Agreement, any Service Order or any Service Schedule to this Agreement, the following order of precedence shall apply:  (i) Service Order; (ii) Service Schedule; (iii) terms in the main body of the Agreement.  

10.8 Relationship of Parties.  Neither this Agreement nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between SOClogix and Reseller.   The Parties are independent contractors and shall not be deemed to have any other relationship.  Neither Party shall have, or hold itself out as having, the power or authority to bind or create liability for the other by its intentional or negligent act. 

10.9 Governing Law.  This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Maryland and shall be resolved by a court in Maryland.