Managed IT Services Agreement.

01Parties

This Managed IT Services Agreement ("Agreement") is entered into as of the Effective Date, by and between:

Everest Smart Homes LLC, a Florida limited liability company, with its principal place of business in Broward County, Florida ("Provider"); and the client entity identified on the executed signature copy ("Client").

Provider and Client may each be referred to individually as a "Party" and collectively as the "Parties."

02Services

2.1 Selected Service Plan

Client selects one of the following managed IT service plans. The features and inclusions of each plan are as follows:

2.2 Scope of Services

Provider shall deliver the managed IT services described in Section 2.1 for the devices, users, and locations specified in Exhibit A ("Environment Summary"). Services are limited to the scope defined herein. Any work performed outside this scope shall be treated as a Project and quoted separately under Section 5.

2.3 Software Licensing

All software licensing fees — including but not limited to Microsoft 365, Google Workspace, and any third-party application subscriptions — are not included in the service plan fees. Licenses are billed as a separate line item at cost, or at cost plus ten percent (10%) if Everest Smart Homes LLC acts as the Client's reseller of record. Provider makes no warranty regarding the availability, pricing, or performance of third-party software.

2.4 Service Locations

Services under this Agreement are provided for Client locations within Broward, Miami-Dade, and Palm Beach Counties, Florida. Additional locations will be subject to a location surcharge as described in Section 3.5.

03Fees & Billing

3.1 Monthly Service Fee

Client agrees to pay a monthly recurring fee consisting of:

• A base fee as specified by the selected plan tier; and
• A per-user fee multiplied by the number of active users as of the first day of each billing period.

The monthly service fee is due on the first (1st) day of each month. Invoices are delivered via email. Payments are due within fifteen (15) days of the invoice date.

3.2 Remote Support Overage (Foundation Plan Only)

The Foundation Plan includes four (4) hours of remote support per calendar month. Remote support time exceeding four (4) hours will be billed at one hundred twenty-five dollars ($125.00) per hour, with invoicing on the following month's statement.

3.3 On-Site Visit Fees

• Foundation Plan: On-site visits are not included. All on-site labor is billed at one hundred seventy-five dollars ($175.00) per visit (up to two hours) plus travel time at Provider's standard rate.
• Advantage Plan: Two (2) on-site visits per calendar month are included. Additional visits beyond the monthly allotment are billed at $175.00 per visit.
• Pinnacle Plan: Unlimited on-site visits are included, subject to reasonable scheduling and the scope defined in the active SLA.

3.4 After-Hours Support

Support requests received outside of the plan's included helpdesk hours are subject to an after-hours surcharge of one and one-half times (1.5x) the standard hourly rate. After-hours charges apply to all plan tiers, including Pinnacle, for requests outside the defined 24/7 on-call SLA scope.

Standard helpdesk hours are defined as: Foundation — Monday through Friday, 9:00 AM to 5:00 PM ET; Advantage — Monday through Friday, 7:00 AM to 7:00 PM ET; Pinnacle — 24 hours, 7 days per week.

3.5 Multi-Location Surcharge

Each Client location beyond the primary site will incur an additional monthly surcharge of one hundred fifty dollars ($150.00) to three hundred dollars ($300.00) per location, based on the location's size and complexity, as agreed upon in writing by the Parties.

3.6 User Count True-Up

Provider shall audit Client's active user count quarterly. If the actual user count exceeds the billing count in any given period, Provider will issue a true-up invoice for the difference, calculated at the per-user rate for the applicable plan. Client agrees to notify Provider of any material changes in headcount promptly.

3.7 Late Payments

Invoices not paid within fifteen (15) days of the invoice date are subject to a late fee of one and one-half percent (1.5%) per month on the outstanding balance. Provider reserves the right to suspend services after thirty (30) days of non-payment, with written notice.

04Term & Cancellation

4.1 Satisfaction Guarantee — First 30 Days

Client may cancel this Agreement for any reason within the first thirty (30) calendar days following the Effective Date (the "Satisfaction Period") by providing written notice to Provider. In the event of cancellation during the Satisfaction Period, Client shall owe no early termination fees. Client remains responsible for any out-of-pocket expenses incurred by Provider during the Satisfaction Period, including hardware, licensing, or third-party service costs.

4.2 Cancellation After the Satisfaction Period

After the Satisfaction Period, Client may cancel this Agreement by providing sixty (60) days' written notice to Provider. In addition to fees accrued during the notice period, an early termination fee equal to two (2) months of the Client's then-current monthly service fee will be due and payable upon the effective date of cancellation. This fee reflects the Provider's reasonable costs for onboarding, documentation, tooling deployment, and lost revenue.

4.3 Renewal

Following the initial twelve (12) month period from the Effective Date, this Agreement shall automatically renew on a month-to-month basis. Either Party may terminate a month-to-month renewal with thirty (30) days' written notice, with no early termination fee.

4.4 Annual Price Escalator

Provider reserves the right to adjust monthly service fees on each anniversary of the Effective Date. Provider will provide no less than thirty (30) days' advance written notice of any fee adjustment. Annual increases will not exceed eight percent (8%) without mutual written agreement.

4.5 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) ceases to operate as a going concern.

05Project Work

The monthly service fee covers only ongoing managed services. The following categories of work are expressly excluded from the scope of managed services and shall be quoted and billed separately as Projects:

• Procurement, installation, or configuration of new hardware or equipment
• Network infrastructure upgrades, structured cabling, or new site buildouts
• Server migrations, cloud migrations, or data migrations
• Software implementations, line-of-business application deployments
• Cybersecurity incident response beyond routine remediation
• Any work that, in Provider's reasonable judgment, constitutes a discrete project rather than routine managed services

Project work will be quoted in writing before commencement. Client's written approval is required before Provider begins any Project. Project invoices are due upon completion unless otherwise agreed in writing.

06Client Responsibilities

Client agrees to:

• Provide the Provider with timely access to systems, facilities, and personnel necessary to deliver services
• Maintain current, valid licenses for all software in use within the Client's environment
• Promptly notify Provider of any security incidents, suspected breaches, or unusual system activity
• Maintain an accurate inventory of devices and users and notify the Provider of significant changes
• Not modify, disable, or interfere with monitoring agents, endpoint security software, or other tools deployed by Provider without prior written authorization
• Designate a primary point of contact authorized to approve work and make decisions on the Client's behalf

07Limitation of Liability

7.1 No Guarantee of Uptime

Provider does not guarantee uninterrupted access to Client's systems, networks, or third-party services. Provider shall not be liable for downtime caused by ISP outages, hardware failure, acts of God, cyberattacks, or events outside Provider's reasonable control.

7.2 Limitation of Damages

To the maximum extent permitted by applicable law, Provider's total liability to Client for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider in the three (3) months immediately preceding the event giving rise to the claim. Provider shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of data, loss of revenue, or loss of business opportunity.

7.3 Data Backup Disclaimer

Provider may monitor, report on, or manage backup solutions as part of the applicable service plan. However, Provider does not guarantee the completeness or recoverability of any backup. Client is ultimately responsible for maintaining adequate data backup and disaster recovery procedures. Provider strongly recommends that Client independently verify backup integrity regularly.

08Non-Solicitation

During the term of this Agreement and for a period of twenty-four (24) months following its expiration or termination, Client agrees not to directly or indirectly solicit, recruit, hire, or engage — as an employee, independent contractor, or consultant — any employee, subcontractor, or technician of Provider who was involved in the delivery of services under this Agreement. Client acknowledges that Provider invests substantially in the training and development of its personnel, and that this restriction is reasonable and necessary to protect Provider's legitimate business interests.

In the event of a breach of this Section, Client agrees to pay Provider a recruitment fee equal to twelve (12) months of the applicable individual's then-current annual compensation or contract rate as liquidated damages, which the Parties agree represents a reasonable estimate of Provider's actual damages.

09Intellectual Property & Work Product

9.1 Provider Work Product

All documentation, network diagrams, runbooks, scripts, configurations, automation workflows, and other work product created by Provider in the course of delivering services under this Agreement (collectively, "Work Product") shall remain the sole and exclusive intellectual property of Everest Smart Homes LLC. Provider grants Client a limited, non-exclusive, non-transferable license to use such Work Product solely for the purpose of operating Client's IT environment during the term of this Agreement.

9.2 License Termination

Upon termination or expiration of this Agreement for any reason, Client's license to use Provider's Work Product shall immediately terminate. Provider shall provide Client with reasonable transition assistance, including copies of network diagrams and configuration documentation specific to Client's environment, upon written request and payment of any outstanding balances.

9.3 Client Data

All data, files, and information owned by Client and stored within Client's systems or cloud environments remain the sole property of Client. Provider claims no ownership interest in Client data and shall handle such data in accordance with Section 15 (Confidentiality) of this Agreement.

10Acceptable Use

Client agrees to use the systems, networks, and infrastructure managed by Provider in compliance with all applicable federal, state, and local laws and regulations. Client shall not use, or permit others to use, Provider-managed infrastructure for any unlawful, harmful, or abusive purpose, including but not limited to:

• Transmission of unsolicited bulk email (spam) or any communication prohibited by applicable law
• Storage, distribution, or processing of content that is illegal, obscene, defamatory, or that infringes upon third-party intellectual property rights
• Unauthorized access to or interference with any third-party systems, networks, or data
• Activities that violate the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard (PCI-DSS), or any other applicable regulatory framework, unless Client has disclosed such compliance obligations and Provider has agreed in writing to support them

Provider shall not be liable for any claims, damages, fines, or penalties arising from Client's violation of this Section. Client agrees to indemnify and hold harmless Provider from any third-party claims arising from Client's misuse of the managed environment.

11Off-Boarding & Credential Return

11.1 Cooperation Upon Termination

Upon the expiration or termination of this Agreement, Client agrees to cooperate with Provider's offboarding process fully. Client shall not restrict, revoke, or interfere with Provider's access to systems, accounts, or infrastructure until the later of: (a) the last day of the notice period; or (b) the date on which all outstanding invoices have been paid in full. Premature revocation of access that prevents Provider from performing services during the notice period shall not relieve Client of its obligation to pay fees accrued during that period.

11.2 Credential Return

Upon the conclusion of the off-boarding period, Provider shall return or destroy all Client credentials, access tokens, and authentication materials in Provider's possession and shall certify such return or destruction in writing upon Client's request. Provider shall remove its remote monitoring and management (RMM) agents and any other Provider-owned software from Client devices within a commercially reasonable time following the termination date.

11.3 Transition Assistance

Provider will provide reasonable transition assistance to Client or Client's incoming service provider for up to thirty (30) days following the termination date. Transition assistance beyond the scope of standard off-boarding may be billed at Provider's then-current hourly rate.

12Cybersecurity & Data Breach Disclaimer

12.1 No Guarantee of Security

Provider implements industry-standard security controls and monitoring as part of the applicable service plan. However, Provider does not guarantee that Client's environment will be free from security incidents, data breaches, ransomware, malware, phishing attacks, or unauthorized access. No security solution can provide absolute protection against all threats, including zero-day exploits, advanced persistent threats, and attacks that exploit human behavior or unmanaged devices.

12.2 Client-Caused or Unmanaged Risk

Provider shall not be liable for any security incident, data breach, or associated damages arising from or related to:

• Client's failure to follow security recommendations made by Provider in writing
• Devices, systems, or applications not covered under the managed services scope defined in Exhibit A
• Shadow IT, unauthorized software installations, or employee actions outside the Provider's control
• Third-party platform vulnerabilities, including cloud services, SaaS applications, or vendor software
• Client's failure to apply updates or patches that the Provider has recommended or attempted to deploy

In the event of a confirmed or suspected security incident, Client agrees to notify Provider immediately and to cooperate fully with any investigation or remediation effort. Incident response beyond routine remediation is a billable Project under Section 5.

12.3 Regulated Data

If Client's environment involves the storage, processing, or transmission of regulated data — including but not limited to protected health information (PHI) under HIPAA, cardholder data under PCI-DSS, or personally identifiable information subject to applicable privacy laws — Client is solely responsible for ensuring that its use of Provider's services complies with all applicable regulatory requirements. Client shall disclose any such compliance obligations to Provider before or at the time of signing this Agreement. Provider's standard managed services are not designed or warranted to satisfy any specific regulatory compliance framework unless expressly agreed in a separate written addendum.

13Force Majeure

Neither Party shall be liable to the other for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond that Party's reasonable control, including but not limited to: acts of God, hurricanes, floods, fires, earthquakes, or other natural disasters; power grid failures or utility outages; internet service provider outages or backbone failures; acts of war, terrorism, or civil unrest; pandemics or public health emergencies; or governmental actions, embargoes, or regulatory changes.

The affected Party shall provide written notice to the other Party as soon as practicable following the occurrence of a force majeure event. It shall use commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice without liability, provided that Client remains responsible for fees accrued before the termination date.

14Change Orders

Any request by Client to modify the scope of services, add new devices or locations, change the service plan tier, or otherwise alter the terms of this Agreement must be made in writing and is subject to Provider's review and written approval. The provider may require a separate change order or statement of work for scope modifications, which may include any applicable fee adjustments.

Provider shall not be obligated to perform any work outside the scope defined in this Agreement and Exhibit A based solely on verbal instructions, email requests not formally acknowledged by Provider, or implied consent. Commencement of additional work by Provider without a signed change order does not constitute a waiver of this requirement and shall not obligate Provider to continue such work without compensation.

15Confidentiality

Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose such information to any third party without prior written consent. "Confidential Information" includes, but is not limited to, network diagrams, credentials, pricing, business processes, and client data. This obligation survives termination of this Agreement for a period of three (3) years.

16Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Broward County, Florida, under the rules of the American Arbitration Association, unless both Parties agree in writing to an alternative resolution method. The prevailing Party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

17General Provisions

• Entire Agreement: This Agreement, together with any Exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements.
• Amendments: This Agreement may only be amended by a written instrument signed by both Parties.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce such provision in the future.
• Assignment: Client may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of Provider's assets.
• Notices: All notices under this Agreement must be in writing and delivered via email with confirmation of receipt, or by certified mail to the addresses on file.