Master Services Agreement

1. Agreement

This Master Services Agreement ("Agreement") is entered into between Phantom Technology Solutions, an Indiana company with its principal place of business at 5097 N 600 E, Rolling Prairie, IN 46371 ("Phantom"), and the client identified in the applicable Statement of Work ("Client"). This Agreement governs all services provided by Phantom and is incorporated by reference into each Statement of Work ("SOW").

2. Services

Phantom will provide the managed IT, cybersecurity, cloud, consulting, and project services described in one or more SOWs ("Services"). Each SOW will identify the scope, deliverables, fees, term, and any service level commitments. In the event of a conflict, the SOW controls over this Agreement for that engagement.

3. Service Levels

Unless otherwise stated in an SOW, Phantom commits to the following standard response times for Guardian-tier managed services:

• Critical (business down): Under 1 hour initial response, 24/7.
• High (significant impact): Within 1 business hour.
• Medium (limited impact): Within 4 business hours.
• Low (informational/scheduled): Within 1 business day.

Response time is measured from the time a properly submitted ticket is received via the Phantom support portal, support email, or support phone line. Detailed SLA terms, including remedies, are set forth in the applicable SOW.

4. Client Responsibilities

Client agrees to:

• Provide timely access to systems, facilities, personnel, and information necessary for Phantom to deliver the Services.
• Designate a primary point of contact authorized to make decisions on behalf of Client.
• Maintain valid licensing for all third-party software and cloud services used in the environment.
• Follow Phantom's recommendations regarding security configurations, end-of-life hardware, and patching cadence, or accept documented risk in writing.
• Comply with the Acceptable Use Policy and any applicable regulatory frameworks.

5. Fees & Payment

Fees are set forth in each SOW. Recurring services are typically billed monthly in advance; project services are billed per the SOW milestone schedule. Invoices are due net 15 from issuance unless otherwise specified. Past-due amounts may accrue interest at 1.5% per month or the maximum allowed by law. Phantom may suspend Services for accounts more than 30 days past due, after written notice.

6. Term & Termination

This Agreement begins on the effective date of the first SOW and continues until all SOWs have expired or been terminated. Each SOW has its own term as stated. Either party may terminate an SOW for material breach upon 30 days written notice if the breach is not cured within that period. Upon termination, Client will pay all fees accrued through the effective date of termination, and Phantom will provide reasonable transition assistance at then-current rates.

7. Confidentiality

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information may only be used to perform obligations under this Agreement and may not be disclosed to third parties without written consent, except as required by law. Confidentiality obligations survive termination for a period of three (3) years.

8. Data & Security

Phantom implements administrative, technical, and physical safeguards designed to protect Client data, aligned with NIST and CIS frameworks (the "Phantom Standard"). Client retains all right, title, and interest in Client data. Phantom will only access Client data to deliver Services, comply with law, or respond to a security incident. Backup and disaster recovery responsibilities are detailed in the applicable SOW.

9. Warranties & Disclaimers

Phantom warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" AND PHANTOM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Phantom does not warrant that Services will be uninterrupted or error-free.

10. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PHANTOM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. Indemnification

Each party will indemnify and hold the other harmless from third-party claims arising out of (a) bodily injury or property damage caused by its negligence or willful misconduct, or (b) its infringement of third-party intellectual property rights. The indemnified party must promptly notify the indemnifying party and reasonably cooperate in the defense.

12. Insurance

Phantom maintains commercial general liability, professional liability (errors & omissions), cyber liability, and workers' compensation coverage at industry-standard limits. Certificates of insurance are available upon request.

13. Independent Contractor

Phantom is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other without prior written authorization.

14. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, neither party will directly solicit for employment any employee of the other party who was substantively involved in delivering or receiving Services, without prior written consent. General job postings are not considered solicitation.

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Indiana, without regard to conflicts of law principles. The parties will attempt to resolve disputes through good-faith negotiation, escalation to executive sponsors, and then mediation, before initiating litigation. Exclusive jurisdiction and venue lie in the state and federal courts located in LaPorte County, Indiana.

16. General

This Agreement, together with all SOWs and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior agreements on the subject. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remainder remains in effect. Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices must be sent in writing to the addresses on file.

17. Contact

Phantom Technology Solutions
5097 N 600 E, Rolling Prairie, IN 46371
Phone: (800) 338-4474
Email: support@phantomts.com