1.

Confidentiality During the term of this Agreement, and thereafter in perpetuity, neither party shall without the prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” for the purposes of this Agreement shall include each party’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawing, specifications, models, software, source codes, and object codes. Confidential Information shall not include any information that Client makes publicly available or information which becomes publicly available through no act of MSP or Client or is rightfully received by either party from a third party.

2.

Client and MSP both agree that they will not solicit for hire, and it will not hire or otherwise engage any of each other’s employees or contractors, either directly or indirectly during any period services are provided under this agreement or in the 24-month period immediately following termination of this agreement.

3.

MSP shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct, indirect, special, consequential or punitive damages arising out of service or equipment provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, or loss to person or property, costs of substitute equipment or other costs even if MSP has been advised of the possibility of such damages. Regardless of the form of action, MSP’s cumulative liability shall be only for loss or damage directly attributable to negligence of a MSP employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed thirty thousand Dollars. If a collection action is initiated by either party or if MSP has to defend any action by Client, MSP is entitled to its reasonable attorney fees and expenses to be paid by Client. 

4.

Force Majeure: Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom approvals, authorizations, licenses, franchises or permits must be obtained (collectively referred to herein as "Force Majeure"). Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.

5.

Client agrees to carry liability insurance and property insurance covering any damage to its network as well as to any Client of the Client adversely affected by Client’s network functioning or transmissions from its network. 

6.

MSP may apply changes or additional terms, conditions and provisions to this Agreement upon 30 days advance written notice to Client containing the proposed addition or change. If the additions or changes are not objected to then they shall take effect at the end of the 30 days. Within the 30 days Client may submit changes or objections to the proposed changes or additional terms. If the parties do not agree on the change or addition, then it shall not become part of the Agreement. All the terms, conditions and provisions of this Agreement will continue to apply during any renewal term. Both parties agree to negotiate in good faith rates to be mutually agreed under any renewed contractual service term to be effective at the end of the initial term.

7.

Failure to pay: If payment is not received by the first of the month for that month of service MSP reserves the right to put a hold on rendering services until monthly fee has been paid, provided MSP gives a five (5) business day notice of late payment.

8.

It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials provided by MSP. Client shall pay any such taxes unless a valid exemption certificate is furnished to MSP for the jurisdiction of use, except in cases when MSP procures or sources the incorrect equipment and / or software and / or support services any incorrect items or software shall be returned to MSP.

9.

If Client fails to make payment for any services or items purchased, and such failure continues for fifteen days, interest shall accrue on any amount due at the rate of 12% per annum until paid. In the event collection processes are instituted to collect any amounts due from Client, Client shall pay the costs of collection plus reasonable attorney fees.

10.

This Agreement is fully assignable by MSP. Immediately upon assignment the assignee’s name, address and contact information shall be provided to the other party. This Agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest. 

11.

Termination: Termination by Client: Client may terminate this Agreement with or without cause after the first 12 months of the Agreement have passed payment of a Termination Fee equal to the amount of the monthly Managed Services fee agreed to in this Agreement and ii.) payment of all past and currently due amounts together with late fees and costs unless Client has valid reason to withhold payment on incomplete tasks, work orders or faulty equipment and provided MSP was notified in a service ticket within 10 days of the original occurrence of any incomplete tasks, work orders and/or faulty equipment which it itemized with sufficient detail to identify the problem. That amount may be withheld until the incomplete tasks, work orders or equipment issues are resolved. MSP shall be given a reasonable opportunity to correct any problems. Any such election shall be made in writing by Notice of Termination and is to be accompanied by the Termination Fee and all other amounts due.

a.

Upon giving notice to Client of default and the default is not cured within ten (10) business days of receipt of written notice from MSP or for failure of Client to pay for service or products at the time of ordering or within 30 days of billing. Failure of MSP to require payment at the time provided shall not be construed as a waiver of the right to do so.

b.

Any of the following which remains un-dismissed for a period of sixty (60) days: If Client files protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Client.

c.

Failure of Client to comply with its obligations in this Agreement after written notice by MSP of the non-compliance and failure to correct the problem or acknowledge the problem and commitment to take corrective action in the future.

d.

Backups in the event of default or early termination or in the event the parties do not renew at the end of the term of this Agreement: Client shall be responsible for transferring backups to a system administered by Client or others on its behalf and for paying any costs of transferring and/or setting up backups off of the system maintained by MSP. If Client does not provide for any transfer of backups, they shall be terminated within 30 days of the Notice of Termination or Notice of Default. Client assumes all responsibility for its backups and MSP has no responsibility to retain backups. In the event prior to the end of the 30 days, Client places its own backups on site or obtains its own cloud backups then it shall notify MSP so it’s backups can be terminated.

e.

In the event of default or termination under any circumstances Client agrees it will provide access to MSP technicians to remove antivirus licenses and monitoring tools. The consequence of and failure to provide this access shall be that Client shall continue to be responsible for 50% of the amount of the monthly Managed Services payment until access is allowed and the licenses and tools removed. Spam filtering will be terminated upon default or termination. Client understands that it is entirely responsible to redirect all of Client’s MX records away from the spam filter system and redirect email to its server or it must provide MSP access to its network information and equipment to take those steps. Upon termination of spam filtering services email will bounce if Client has not taken these steps or requested and allowed MSP to take those measures. Client understands the above and accepts this responsibility and the consequences if it fails to cooperate or act; Client acknowledges that upon termination of the spam filtering if these steps are not allowed or taken email will not be available and there is no recourse whatsoever to MSP.

f.

In the event of termination by either party, Client is responsible for the full amount of all payments for services provided and products ordered.

g.

If either party terminates the relationship of managed service provider and Client or if Client defaults, then the parties agree to work cooperatively to transfer the Client’s data and network information as directed by the Client to another service provider or to the Client. The Client will pay the cost of transfer which will include hourly charges of technicians to accomplish the transfer and any services maintained by MSP containing Client data. Client must designate a vendor to handle its email, backups and any other services provided by MSP. Client must establish an account for transfer of the backups and any other services within 30 days of notice of termination or default, or within 30 days of termination of this Agreement. MSP has no responsibility for backups, email or other services beyond 30 days following termination or default under this Agreement.

h.

In the event of termination of services for any reason by either party, upon written request by Client MSP will provide up to 60 days support to allow Client to make a transition provided Client pays all amounts then due and pays the fee for the additional 60 days in advance.

12.

Dispute Resolution: All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration unless they are of an amount which can be handled within the small claims court of the jurisdiction of the MSP. The parties agree they waive the right to bring a lawsuit based on such claims or disputes other than in small claims court. Before commencing any arbitration proceedings, the aggrieved party must first present the claim or dispute in writing to the other party. The parties shall have 30 days to resolve the claim or dispute. If not resolved then the aggrieved party may commence arbitration proceedings. The arbitration shall be conducted by Arbitration Resolution Services, Inc. (ARS) or other mutually agreed upon dispute resolution service and the parties shall be bound by any and all rules of the American Arbitration Associations United States Commercial Resolution Dispute Resolution Procedures for Consumer–Related Disputes. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. Arbitration shall be conducted by an arbitrator experienced in Information Technology services and experience required for arbitrator and shall include a written record of the arbitration hearing. An award of arbitration may be converted to judgment in a Court of competent jurisdiction. The location of arbitration shall be in the home city, county of MSP. The fees and expenses of the arbitrator and proceedings shall be paid by the losing party.

13.

This Agreement and any amendments and its validity, construction and performance shall be governed by the laws of the State of Wyoming. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the county and state of the MSP, and the parties agree and consent to such jurisdiction and venue.

14.

This Agreement does not create any rights in any third parties.

15.

Client shall not modify, create any derivative work of, or incorporate any other software into the computer software programs or any portion thereof with the exception of allowing automatic updates to commence or confirming the installation of an automatically scheduled update or fully supported software for which Client has purchased technical support and has scheduled such installation with MSP. Programs must be installed by an MSP technician or software technical support with an MSP technician assisting. MSP shall not be responsible for maintenance of or for repair of errors or malfunctions occasioned by any installation, modification or enhancement to the Programs made by Client or by anyone other than MSP unless MSP has agreed. Corrections of unauthorized modifications shall be at the rate of $150.00 per hour and may be grounds for immediate termination by MSP of this Managed Services Agreement. Client agrees to prohibit others, including its principals, officers and employees from installing hardware, working on the technical aspects of the operating systems on the Cloud Servers and PC’s or to give anyone Domain Administrator access. Only MSP will make administrative or technical changes to the cloud servers.

16.

If an invoiced amount is disputed in good faith by Customer, Customer must notify Diversified Robotic in writing and provide sufficiently detailed support of any invoice dispute within ten (10) business days of Customer’s receipt of invoice. If Customer fails to do so, Customer is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid.

12.2.

Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (a) delivery by traceable courier, (b) upon delivery via mailing (confirmed receipt signature/return receipt requested), or (c) the second business day after sending by confirmed facsimile. Notices to Diversified Robotic will be addressed to the CFO with a copy to the CEO at 11807 Westheimer Rd. Suite 550, Houston, Texas, 77077, or in the case of Customer, sent to the address and contact set forth on the Order Form, or as designated from time to time in writing by the Parties. Billing-related notices will be addressed to the relevant billing contact designated by Customer on the Order Form.

12.3.

Waiver of Jury Trial. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

13.

GENERAL PROVISIONS

13.1.

No Dependence on Future Functionality. Customer agrees that Customer is not entering into this Agreement or any Order Form contingent on the provision of any future functionality relating in any way to the Services unless expressly provided in any Order Form and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in an Order Form.

13.2.

Export Compliance. Each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports or otherwise restricted from doing business with any U.S. company, and Customer will not access or use the Services in violation of any U.S. or international export embargo, prohibition or restriction.

13.3.

Force Majeure. Neither Party will be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond the failing Party’s reasonable control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third-party networks or services or the public Internet, power outages, labor disputes or governmental demands or restrictions.

13.4.

Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

13.5.

No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, unless expressly stated otherwise.

13.6.

Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

13.7.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

13.8.

Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms), without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

13.9.

General. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement or any Order Form will be effective unless in writing and signed by each Party. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or other order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. This Agreement may be executed in counterparts, each of which, when so executed and delivered (including by electronic transmission), shall be deemed an original, and both of which shall constitute one and the same agreement.