Master Services Agreement

This Master Services Agreement (this "Agreement") is by and between Corbeau Tech, LLC an Oklahoma Limited Liability Company, with offices located at 101 Park Avenue, Suite 290 Oklahoma City, Oklahoma ("Corbeau") and (the "Client"). (Corbeau and Client are each a “Party” and collectively referred to as the “Parties”)

WHEREAS, Client desires to retain Corbeau to provide Information Technology evaluation and advisory services upon the terms and conditions hereinafter set forth, and Corbeau is willing to perform such services.

NOW THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

Definitions.

"Action" has the meaning set forth in Section 11.1.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Authorized Service Recipients" means the Affiliates of Client as may be notified by Client to Corbeau from time to time/Persons identified as such in a SOW.

"Agreement" has the meaning set forth in the preamble.

"Change Order" has the meaning set forth in Section 5.2.

"Confidential Information" means any information that is treated as confidential by a Party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, Corbeau training materials (videos, recordings, and any other communications from Corbeau regarding the Services set forth in the an applicable SOW), trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and marked, designated, or otherwise identified as "confidential" or if not marked, designated, or otherwise identified as “confidential” any such information that a reasonable person would interpret to be Confidential Information under the circumstances. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

"Client" has the meaning set forth in the preamble.

"Client Contract Manager" has the meaning set forth in Section 4.1(a).

"Client Equipment" means any equipment, systems, cabling, or facilities provided by Client and used directly or indirectly in the provision of the Services.

"Client Materials" any documents, data, know-how, methodologies, software, and other materials provided to Corbeau by Client, including computer programs, reports, and specifications.

"Corbeau" has the meaning set forth in the preamble.

"Corbeau Contract Manager" has the meaning set forth in Section 3.1(a)(i).

"Corbeau Equipment" means any equipment, systems, cabling, or facilities provided by or on behalf of Corbeau and used directly or indirectly in the provision of the Services.

"Corbeau Personnel" means all employees and Subcontractors, if any, engaged by Corbeau to perform the Services.

"Corbeau Proposal" means Client's Request for Proposal for the Services and Corbeau's response, describing how Corbeau proposes to carry out Services.

"Deliverables" means all documents, work product, and other materials that are delivered to Client hereunder or prepared by Corbeau on behalf of Client in the course of performing the Services, including any items identified as such in the applicable SOW.

"Disclosing Party" means the Party that discloses Confidential Information under this Agreement.

"Force Majeure Event" has the meaning set forth in Section 16.

"Initial Term" has the meaning set forth in Section 6.1.

"Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, training materials, Deliverables, and other Confidential Information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Key Personnel" means any Corbeau Personnel who is identified as being key in the applicable SOW.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

" Subcontractor" has the meaning set forth in Section 3.1(h).

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Pre-Existing Materials" means the pre-existing materials specified in a SOW/all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Corbeau in connection with performing the Services, in each case developed or acquired by Corbeau prior to the commencement or independently of this Agreement.

"Project" means a project as described in a SOW.

"Payment Milestone" means an event, date or task described in a SOW which shall be completed by the relevant date and align to any payment fees or invoices to be authorized as set forth in the SOW.

"Receiving Party" means the Party that receives or acquires Confidential Information directly or indirectly under this Agreement.

"Renewal Term" has the meaning set forth in Section 6.2

"Services" mean the professional and other services to be provided by Corbeau under this agreement, as described in more detail in a SOW, and Corbeau's obligations under this Agreement.

"Scope of Work" or "SOW" means each Scope of Work entered into between the Parties and attached to this Agreement, substantially in the form of Exhibit A.

"Term" has the meaning set forth in Section 6.

Services.

2.1 Corbeau shall provide the Services to Client and the Authorized Service Recipients as described in more detail in each SOW in accordance with the terms and conditions of this Agreement.

2.2 Each SOW shall include the following information, if applicable:

(a) a detailed description of the Services to be performed pursuant to the SOW;

(b) the date upon which the Services will commence and the term of such SOW;

(d) the fees to be paid to Corbeau under the SOW;

(e) Payment Milestones Schedule;

(f) any criteria for completion of the Services;

(g) procedures for the review and acceptance of the Services and Deliverables by Client; and

(h) any other terms and conditions agreed upon by the Parties in connection with the Services to be performed pursuant to such SOW.

2.3 Training location and equipment. Corbeau shall provide all Services remotely unless otherwise specified in the applicable SOW. If in the event that Services are provided in any other manner, besides remotely, Client is responsible for acquiring the training location and any necessary equipment.

Corbeau's Obligations.

3.1 The Corbeau shall:

(a) appoint:

(i) a Corbeau employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Corbeau in connection with matters pertaining to this Agreement (the "Corbeau Contract Manager"); and

(ii) Key Personnel, who shall be suitably skilled, experienced, and qualified to perform the Services;

(b) maintain the same Corbeau Contract Manager and other Key Personnel throughout the Term of this Agreement except for changes in such personnel due to:

(i) Client's request pursuant to Section 3.1(c); or

(ii) the resignation or termination of such personnel or other circumstances outside of Corbeau's reasonable control;

(c) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services;

(d) prior to any Corbeau Personnel performing any Services hereunder Corbeau shall ensure that such Corbeau Personnel have the legal right to work in the United States;

(e) comply with known, and ensure that all Corbeau Personnel comply with, all rules, regulations, and policies of Client that are communicated in advance to Corbeau in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Client to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;

(f) maintain relevant and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Corbeau in providing the Services. During the Term, upon Client's written request, Corbeau shall allow Client or Client's representative to inspect and make copies of such records and interview Corbeau Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Client provides Corbeau with at least ten (10) business days advance written notice;

(g) other than Corbeau's employees, to provide any Services and Deliverables to Client (each such subcontractor or other third party, a " Subcontractor"). Corbeau shall remain fully responsible for the performance of each such Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Corbeau's own employees. Nothing contained in this Agreement shall create any contractual relationship between Client and any Corbeau subcontractor or supplier; and

(h) require each Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement.

3.2 Corbeau is responsible for all Corbeau Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits.

3.3 The obligations of Corbeau under this Agreement shall be performed fully within the United States.

Client's Obligations.

4.1 Client shall:

(a) cooperate with Corbeau in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the "Client Contract Manager");

(b) provide, subject to Section 3.1(f), such access to Client's premises and such office accommodation and other facilities as may reasonably be requested by Corbeau, for the purposes of performing the Services;

(c) respond promptly to any Corbeau request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Corbeau to perform Services in accordance with the requirements of this Agreement;

(d) provide such Client Materials as Corbeau may request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects;

(e) obtain and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, the installation of the Corbeau Equipment, the use of Client Materials, and the use of the Client Equipment in relation to the Corbeau Equipment;

(f) keep and maintain the Corbeau Equipment in accordance with Corbeau's instructions as notified in writing from time to time, and shall not dispose of or use Corbeau Equipment other than in accordance with Corbeau's written instructions or authorization;

(g) acknowledge that Corbeau grants no certifications and makes no warranty regarding the results to be attained by using the Services defined in the applicable SOW; and

(h) acknowledges that Client is authorized to utilize the Deliverables as set forth in the applicable SOW, but that the Client is only authorized to utilize Corbeau’s Confidential Information to the extent to execute the Services defined in the applicable SOW to engineer and utilize the Deliverables the purpose of Services.

4.2 If Corbeau's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, any Authorized Service Recipient, or their agents, subcontractors, consultants, or employees, Corbeau shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

Change Orders.

5.1 If either Party wishes to change the scope, delivery schedule, or performance of the Services, it shall submit details of the requested change to the other Party in writing in accordance with the notice provisions in Section 17.4. Parties shall, within a reasonable time (not to exceed fourteen (14) days) after receiving a request, provide a written estimate to the non-initiating Party of:

(a) the likely time required to implement the change;

(b) any necessary variations to the fees and other charges for the Services arising from the change;

(d) any other impact the change might have on the performance of this Agreement; and

(e) any other information reasonably requested by either Party.

5.2 Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither Party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 17.10.

Term and Termination.

6.1 Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of Two (2) years (the "Initial Term"), unless sooner terminated pursuant to this Section 6.

6.2 Client may renew this Agreement for a term by providing written notice of its intent to renew at least ninety (90) days prior to the end of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). If the Term is renewed for one or more Renewal Terms, the terms and conditions of this Agreement during each Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in fees in accordance with Section 7.5. If Client fails to provide timely notice of its intent to renew this Agreement, then this Agreement shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Section 6.

6.3 Termination for Convenience. Either Party, in its sole discretion, may terminate this Agreement or any SOW, in whole or in part, at any time without cause, by providing at least ninety (90) days' prior written notice to the other Party.

6.4 Termination for Cause. Either Party may terminate this Agreement or any SOW, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party:

(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or

(b) (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6.5 Effects of Termination or Expiration. Upon expiration or termination of this Agreement for any reason:

(a) Corbeau shall at Client’s expense(i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid, all Client Equipment and all Client Materials in its possession, (ii) promptly remove any Corbeau Equipment located at Client's premises.

(b) Client shall (i) return to Corbeau all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Corbeau's Confidential Information, (ii) permanently delete all of Corbeau's Confidential Information from its computer systems, and (iii) certify in writing to Corbeau that it has complied with the requirements of this clause; provided, however, that (i) Client may retain copies of any Confidential Information of Corbeau incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables; (ii) Corbeau may retain one copy of the Clients Confidential Information for legal or regulatory compliance reasons; and (iii) Client shall be required to access or delete electronic backup, active archive, or archived copies of Corbeau’s Confidential Information that were generated in accordance with the Recipient’s bona fide backup or archiving practices.

6.6 Survival. The rights and obligations of the Parties set forth in this Section 6.6 and Section 1, Section 8, Section 9, Section 10, Section 12, Section 6.5, Section 13, Section 14, and Section 17, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Fees and Expenses; Payment Terms.

7.1 In consideration of the provision of the Services by the Corbeau and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the applicable SOW. Payment to Corbeau of such fees and the reimbursement of expenses pursuant to this Section 7 shall constitute payment in full for the performance of the Services, and, Client shall not be responsible for paying any other fees, costs, or expenses. It is not anticipated that sales or use taxes will apply to the Services to be provided hereunder; however, in the event any local, state or federal agency applies a sales or use tax to the Services being provided hereunder then the Client shall be responsible for the payment of the tax to the taxing authority. and shall invoice Client for such applicable taxes. Client shall reimburse Corbeau for any and all sales and uses taxes paid for the Services hereunder.

7.2 Where the Services are provided on a time and materials basis:

(a) the fees payable for the Services shall be calculated in accordance with Corbeau's hourly fee rates set forth in the applicable SOW; and

(b) Client shall reimburse Corbeau, at Corbeau's cost as set forth in the applicable SOW for any materials, machinery, equipment, and third-party services (collectively, "Materials") reasonably necessary for the provision of the Services. Corbeau shall obtain Client's written consent prior to the purchase of all Materials, which shall not be unreasonably withheld; and

(c) Corbeau shall issue invoices to Client monthly in arrears for its fees for time for the immediately preceding month, calculated as provided in this Section 7.2, together with a detailed breakdown of any expenses for such month incurred in accordance with Section 7.4.

7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out in the applicable SOW. The total price shall be paid to Corbeau in installments, as set out in the SOW. On achieving a Payment Milestone Corbeau shall issue invoices to Client for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 7.4.

7.4 Client agrees to reimburse Corbeau for all preapproved reasonable travel and out-of-pocket expenses incurred by Corbeau in connection with the performance of the Services.

7.5 The Parties agree that after the initial twelve (12) months of the Term, for Services provided on a time and materials basis, Corbeau may increase its standard fee rates specified in the applicable SOW upon written notice to Client; provided, that:

(a) Corbeau provides Client written notice of such increase at least thirty (30) days prior to the effective date of such increase; and

(b) such increases occur no more frequently than once per contract year of the Term

7.6 Corbeau shall issue invoices to Client only in accordance with the terms of this Section, and Client shall pay all properly invoiced amounts due to Corbeau within thirty (30) days after Client's receipt of such invoice. All payments hereunder shall be in US dollars and made by check or wire transfer.

7.7 Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder. Any such taxes, duties, and charges currently assessed or which may be assessed in the future, that are applicable to the Services are for the Client's account, and Client hereby agrees to pay such taxes.

Intellectual Property Rights; Ownership.

8.1 Except as set forth in Section 8.3, Client is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. Corbeau agrees, and will require its Corbeau Personnel to agree, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for Client. To the extent that any of the Deliverables do not constitute a "work made for hire", Corbeau hereby irrevocably assigns, and shall cause the Corbeau Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. The Corbeau shall cause the Corbeau Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Corbeau Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.

8.2 Upon the reasonable request of Client, Corbeau shall, and shall cause the Corbeau Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect, or record its rights in or to any Deliverables as set forth in the applicable SOW.

8.3 Corbeau and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. Corbeau hereby grants Client and the Authorized Service Recipients a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable (except in accordance with Section 17.7), non-sublicenseable, worldwide license to use, perform, display, execute, transmit, import, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Client's receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by Corbeau.

8.4 Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Client Materials, including all Intellectual Property Rights therein. Corbeau shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.

8.5 Rights of Use:

(a) subject to payment of fees set forth in the applicable SOW to Corbeau, Corbeau grants to Client in relation to the Deliverables set forth in the applicable SOW a limited, non-exclusive, non-transferable right to utilize the Deliverables as set forth in the applicable SOW;

(b) access, download, and/or print reasonable amounts of Deliverables as reasonably required for Client’s own work use and Client’s internal purposes; and

(c) maintain and use Corbeau’s Deliverables and/or Confidential Information in an internal database system for Client’s internal business use only, where use is limited to access by the Client only, excepting and including any Rights of Use set forth in an applicable SOW.

8.6 Restrictions of Use.

(a) Except as otherwise authorized by Corbeau, Client undertakes not to, and to ensure that any Client officers, employee, consultants, representative, legal advisors, or Affiliate will not:

(i) use, copy, adapt, translate, modify, reverse, engineer, decompile, disassemble, sub-license, sell or distribute any portion of the Corbeau’s Confidential Information and/or Deliverables other than to the extent that are expressly granted in the applicable SOW;

(ii) allow any non-Client users to access Corbeau’s Deliverables and/or Confidential Information;

(iii) create derivative services or other works using Corbeau’s Deliverables and/or Confidential Information; or otherwise use Corbeau’s Deliverables and/or Confidential Information (or any portion or deviation of the Deliverables and/or Confidential Information) in any other product or service;

(iv) use Corbeau’s Deliverables and/or Confidential Information, directly or indirectly, on a time sharing basis, or to provide services to any third party, except as otherwise permitted in an applicable SOW or amendment to this Agreement;

(v) disclose the login details to any third party or allow any third party to use any login details or access any of Corbeau’s Deliverables and/or Confidential Information (whether on the Client’s behalf or otherwise); and

(vi) create a denial of services, hack into, make unauthorized modifications, or otherwise impede on Corbeau’s Deliverables and/or Confidential Information; or intercept the communications of others using Corbeau’s Deliverables and/or Confidential Information or falsify the origin of a client’s communications.

Confidential Information.

9.1 Previous Disclosures of Confidential Information:

(a) The Parties agree that all information considered Confidential Information under the Mutual Non-Disclosure and Non-Solicitation Agreement, effective December 1, 2024, attached as Exhibit D, between the Parties is considered Confidential Information under this Agreement. From the Effective Date forward, this Agreement will control and supersede the handling of ant Confidential Information of either Party, regardless of whether the Confidential Information was received under the agreement referenced in the foregoing sentence or under this Agreement.

9.2 The Receiving Party agrees:

(a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its Affiliates, and their officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 9;

(b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Client, to make use of the Services and Deliverables; and

(c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.

9.3 If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:

(a) prompt written notice of such requirement so that the Disclosing Party may seek, a protective order or other remedy; and

(b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

9.4 Nothing in this Agreement shall prevent either Party from using any general methodologies or know-how contained in the unaided memory of such Party's personnel or those of its Affiliates developed or disclosed under this Agreement, provided that in doing so it is not in breach of its obligations of confidentiality under this Section or using any Intellectual Property Rights of the other Party or any of its Affiliates.

9.5 Client warrants that they will not disclosure any Confidential Information to Corbeau pertaining to Corbeau’s Deliverables and/or Confidential Information without prior written consent from Corbeau. Any Client Confidential Information relating to Section 9.5 without Corbeau’s prior written consent, will not be considered Confidential Information for the purposes of this Agreement.

Representations and Warranties.

10.1 Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and

(d) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

10.2 Corbeau represents and warrants to Client that:

(a) it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement;

(b) it is in compliance with, and shall perform the Services in compliance with, all applicable Laws;

(c) (i) to Corbeau's knowledge none of the Services, Deliverables, and Client's use thereof infringe or will infringe any Intellectual Property Right of any third Party arising under the Law of the United States, and, (ii) as of the date hereof, there are no pending or, to Corbeau's knowledge, threatened claims, litigation, or other proceedings pending against Corbeau by any third party based on an alleged violation of such Intellectual Property Rights, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (x) any Client Materials or any instruction, information, designs, specifications, or other materials provided by Client to Corbeau, (y) use of the Deliverables in combination with any materials or equipment not supplied or specified by Corbeau, if the infringement would have been avoided by the use of the Deliverables not so combined, and (z) any modifications or changes made to the Deliverables by or on behalf of any Person other than Corbeau. Corbeau's sole liability and Client's sole and exclusive remedy for Corbeau's breach of this Section 10.2(c) are Corbeau's obligations under Section 11.2;

(d) In the event Services or Deliverables fail to conform in all material respects with the requirements or specifications stated in the applicable SOW, Corbeau's sole and exclusive obligation and liability and Client's sole and exclusive remedy shall be as follows:

(i) The Corbeau shall use reasonable efforts to cure such breach; provided, that if Corbeau cannot cure such breach within a reasonable time (but no more than sixty (60) days) after Client's written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 17.4.

(ii) The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Client or with respect to changes made by any Person other than Corbeau or at Corbeau's direction.

10.3 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) CORBEAU SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Indemnification.

11.1 Client shall defend, indemnify, and hold harmless Corbeau, Corbeau's Affiliates and their officers, directors, employees, agents, successors, and permitted assigns (each, a "Corbeau Indemnitee") from and against all Losses awarded against a Corbeau Indemnitee in a final judgment arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an "Action") arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Client or Client Personnel; and

(b) Client's material breach of any representation, warranty, or obligation of Client set forth in this Agreement.

11.2 Client shall defend, indemnify, and hold harmless the Corbeau Indemnitees from and against all Losses awarded against a Corbeau Indemnitee in a final judgment based on a claim that any of the Services or Deliverables or Corbeau's receipt or use thereof infringes any Intellectual Property Right of a third party arising under the Laws of the United States.

11.3 Corbeau shall defend, indemnify, and hold harmless Client and Client's Affiliates and their officers, directors, employees, agents, successors, and permitted assigns from and against all Losses awarded against Client in a final judgment arising out of or resulting from any third-party Action arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from the negligent or willful acts or omissions of Corbeau; and

(b) Corbeau's material breach of any representation, warranty, or obligation of Corbeau in this Agreement/representation or warranty set forth in Section 10.1 of this Agreement.

11.4 The Party seeking indemnification hereunder shall promptly notify the indemnifying Party in writing of any Action and cooperate with the indemnifying Party at the indemnifying Party's sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying Party's sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding anything contained herein failure by the indemnified Party to respond to any notice of a potential settlement by the indemnifying Party within seven (7) days shall be deemed acceptance of such settlement. The indemnified Party's failure to perform any obligations under this Section 11.4 shall not relieve the indemnifying Party of its obligations under this Section 11.4 except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified Party may participate in and observe the proceedings at its own cost and expense.

11.5 Notwithstanding anything to the contrary in this Agreement, Corbeau is not obligated to indemnify or defend the Client against any claim (whether direct or indirect) to the extent such claim or corresponding losses arise out of or result from the indemnified Party's:

(a) negligence or more culpable act or omission (including recklessness or willful misconduct);

(b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.

Limitation of Liability.

12.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CORBEAU PURSUANT TO THE APPLICABLE SOW.

12.3 The exclusions and limitations in Section 12.1 and Section 12.2 shall not apply to:

(a) damages or other liabilities arising out of or relating to the Client’s failure to comply with its obligations under Section 8 (Intellectual Property Rights; Ownership);

(b) damages or other liabilities arising out of or relating to the Client's failure to comply with its obligations under Section 9 (Confidentiality);

(d) damages or other liabilities arising out of or relating to a Party's gross negligence, willful misconduct, or intentional acts;

(e) damages or liabilities to the extent covered by a Party's insurance; and

(f) a Party's obligation to pay attorneys' fees and court costs in accordance with Section 17.15.

Insurance.

13.1 At all times during the Term of this Agreement, each Party shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: Commercial General Liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, which policy will include contractual liability coverage insuring the activities of Client under this Agreement.

13.2 Upon the written request of Corbeau, Client shall provide Corbeau with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 13, and shall not do anything to invalidate such insurance. This Section 13 shall not be construed in any manner as waiving, restricting, or limiting the liability of either Party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend, and hold the other harmless under this Agreement).

Non-Solicitation.

14.1 During the Term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then in the employ or independent contractor of the other Party. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Section 14.1, and the hiring of any employee or independent contractor who freely responds thereto shall not be a breach of this Section 14.1.

14.2 If either Party breaches Section 14.1, the breaching Party shall, on demand, pay to the non-breaching Party a sum equal to one year's basic salary or the annual fee that was payable by the claiming Party to that employee, worker, or independent contractor plus the recruitment costs incurred by the non-breaching Party in replacing such person.

Non-Exclusivity; Non-Compete.

The Corbeau retains the right to perform the same or similar type of services for third parties during the Term of this Agreement.

Force Majeure.

16.1 No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including without limitation the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue.

16.2 The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Impacted Party's failure or delay remains uncured for a period of ninety (90) days following written notice given by it under this Section 16, either Party may thereafter terminate an applicable SOW upon thirty (30) days' written notice.

Miscellaneous.

17.1 Each Party shall, upon the request, and at the sole cost and expense, of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

17.2 The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

17.3 Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

17.4 All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient (sender must have proof of recipient receipt of the subject email) or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 17.4.

If to Corbeau: Corbeau Tech, LLC

101 Park Avenue, Suite 290

Oklahoma City, OK 73102

Email: benjamin.rebeske@corbeautech.com

Attention: Benjamin T. Rebeske, Manager

With a Copy To:

John B. Davis & Associates, PLLC

101 Park Avenue, Suite 250

Oklahoma City, OK 73102

Attention: John B. Davis

john@jbdavislaw.com

info@jbdavislaw.com

17.5 For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Schedules, Exhibits, and Statements of Work refer to the Sections of, and Schedules, Exhibits, and Statements of Work attached to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. For Purposes of this Agreement the word day/days shall refer to calendar days. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits, and Statements of Work referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

17.6 This Agreement, together with all Schedules, Exhibits, and Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule, Exhibit or SOW, the following order of precedence shall govern: (a) first, this Agreement unless an applicable SOW specifically provides that a certain provision or provisions of the SOW override a particular term or terms of this Agreement, exclusive of its Exhibits and Schedules; (b) second, the applicable SOW; (c) third, any Exhibits and Schedules to this Agreement.

17.7 Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice to the other Party, either Party may assign the Agreement to an Affiliate of such Party or to a successor of all or substantially all of the assets of such Party through merger, reorganization, consolidation, or acquisition. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

17.8 This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

17.9 The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

17.10 This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17.11 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

17.12 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Oklahoma. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oklahoma in each case located in the city of Oklahoma City and County of Oklahoma, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

17.13 Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

17.14 Each Party acknowledges that a breach by a Party of Section 8 (Intellectual Property Rights; Ownership), Section 9 (Confidentiality), Section 14 (Non-Solicitation), or the non-compete portions of Section 15 (Non-Exclusivity; Non-Compete) may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

17.15 If any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.

17.16 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission, ( PDF or DocuSign) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Last updated December 4, 2024

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