Master Service Agreement

ON THIS DAY, THIS MASTER SERVICE AGREEMENT (hereinafter "Agreement") is made and entered into by and between ICE Technologies, Inc., an Iowa corporation (“ICE” or “Provider”), and the person or entity for which the quote to which this Agreement is attached or reference being the “Client”.

Background:

WHEREAS, ICE is engaged in certain business activities, including the provision of consulting Services (as defined below) to small and medium sized businesses.

WHEREAS, Client desires to engage ICE, and ICE desires to be engaged by Client, to provide such consulting Services from time to time upon the terms and subject to the conditions set forth in this Agreement, and as the case may be, by Quotes (as defined below) specifying the details of the Services.

WHEREAS, In consideration of the mutual promises and agreements set forth herein, ICE and Client hereby agree as follows:

Agreement:

1. Services.

1.1. This Agreement shall serve as a master agreement between the parties. This Agreement sets forth the basic terms that shall apply to the provision of consulting services, including, without limitation, assistance in project planning and management, strategic advisory, systems analysis and design, configuration support, diagnosis, coding and testing, performance tuning, performance measurement, consultation, operations, implementation, integration, documentation, and other related consulting and technical tasks (the "Services") by ICE during the term of this Agreement. The specific details of each assignment as well as any document, report, data to be generated to Client ("Deliverables") will be separately negotiated and specified in a written form attached to this Agreement (a "Quote") without having to renegotiate the basic terms and conditions herein.

1.2. Each Quote, when executed by the parties, shall be attached hereto and by reference incorporated herein. ICE acknowledges and agrees that Client or its Affiliates are not required to enter into any further Quotes under this Agreement and there may be periods of time during the term of this Agreement when no Services are being provided.

1.3. ICE shall propose an estimate of costs, schedule and method of payment upon Client's request, to perform Services (a “Quote”to Client or any entities which directly or indirectly controls or is controlled by Client (an "Affiliate").

2. Changes.

2.1. Either party may request changes to a Quote by preparing and submitting a written proposal ("Change Request"), which sets forth any modifications needed to complete the applicable Quote. An executed Change Request or other written agreement approved and signed by both parties is the only means of modifying a Quote. When both parties sign the Change Request, the change will become a part of the Quote as of the date of its signature. The most recent Change Request will modify and take precedence over any inconsistent terms of either the Quote or any previous Change Request. Neither party is obligated to execute a Change Request but both parties agree to use reasonable commercial efforts to address and resolve any Change Request.

2.2. In addition to the Change Request procedure set forth above, ICE may periodically evaluate service upgrades and changes, and in the event that these evaluations identify ways in which ICE may improve performance or service at no additional cost to Client, ICE may implement them without a Change Request or Change Authorization.

3. People.

3.1. ICE shall ensure that its employees or approved subcontractors ("ICE Personnel") have the necessary skill, experience, qualifications, expertise, and education to perform the applicable Services. ICE shall be fully responsible for the management, compensation and performance of ICE Personnel, and the filing of any and all returns and reports and the withholding and/or payment of all applicable federal, state and local wage tax, or employment related taxes, including, but not limited to, income taxes, gross receipt taxes, taxes measured by income, social security taxes and unemployment taxes for ICE and ICE Personnel.

3.2. Notwithstanding the foregoing, ICE Personnel shall adhere in all material respects to Client's reasonable supervision, policies and procedures while performing the Services. ICE represents and warrants that each ICE Personnel has undergone a criminal background check and that such background check will be made available to Client upon request.

3.3. Except as provided in a Quote, ICE may reassign any ICE Personnel or otherwise remove any ICE Personnel in its discretion and ICE shall notify Client of such ICE Personnel being unavailable with as much prior written notice as reasonably practicable and explain (to the extent legally permitted) in such notice the reasoning for the removal of such ICE Personnel.

4. Client Responsibilities and Cooperation.

4.1. Client acknowledges that the successful and timely rendering of the Services will require the good faith cooperation of Client. Client will provide staff and resources necessary to satisfy all its responsibilities and obligations with respect to the milestones set forth in the applicable Quote, including assigning a management contact who will serve as ICE's primary contact with Client and who shall have full authority to approve and validate on Client's behalf matters under the Agreement.

4.2. Client shall supply ICE Personnel with suitable work facilities and will furnish the personnel with supplies and equipment reasonably needed to perform their assigned tasks. Further and subject to the terms and conditions of this Agreement, Client agrees that the ICE personnel shall be provided reasonable access to the appropriate personnel, systems, networks, databases and applications required to perform their tasks. Client shall provide all appropriate and necessary information with respect to Client's IT environment in a complete and accurate manner to ensure successful deployment, installation and implementation of the Services.

4.3. The provision of the aforementioned facilities, access and information are essential to ICE's ability to perform Services in a timely manner and at the pricing defined herein. In the event of Client's breach of any of its obligations under the Agreement, ICE will provide written notice of breach of its obligations under the Agreement to Client. If Client fails to promptly remedy such breach, ICE may terminate the contract under Section 12.5 herein and ICE may collect and/or retain any and all fees for Services delivered up to date of termination and/or any early termination fees provided for herein.

4.4. Client agrees to cooperate with ICE, and to use best efforts, to comply with terms of software licenses and other contracts that ICE enters into from time to time with various software providers and other service providers, as part of ICE's furnishing of Services to Client. ICE expects to enter into software licenses with software providers on the same standard terms that are required of any licensed commercial user, including by example provisions prohibiting the copying or reselling of the software, reverse-engineering the software, or using it for any illegal purpose or other purpose for which it is not intended.

4.5. Client shall not knowingly use ICE's or any third-party vendor's system in any way that violates Federal, State, Local, or International Law. This prohibits, but is not limited to, any actions which are threatening, obscene, defamatory, or which violate trade secret, copyright, or patent protection, or rights of privacy or publicity, or which result in the spread of computer viruses, or other damaging programs or data files. In the course of monitoring for individuals improperly using the Services or in the course of system maintenance, the activities of authorized individuals of Client may be monitored.

4.6. If ICE purchases equipment ("Equipment") for use in providing Services to Client during the Term of the Agreement or any renewal or extension thereof (regardless of where such "Equipment" is located, including at Client's offices), and such Equipment is not specifically invoiced to and paid for by Client, then: (i) the Equipment will continue to belong to ICE; (ii) ICE shall service the Equipment during such Term, renewal or extension, in accordance with its service policies described in the Quote or in any other attachments to this Agreement and (iii) Client agrees:

(a) to use the Equipment only for the purposes of receiving the Services provided by ICE, and for no other purpose; (b) to prevent any connections to the Equipment which are not expressly authorized by ICE; (c) to prevent tampering, alteration, or repair of the Equipment by any person other than ICE or ICE's authorized personnel, and (d) to assume complete responsibility for improper use, damage or loss of such Equipment regardless of cause except for damage caused by ICE, or its employees or third party vendors). Client authorizes ICE and its employees, agents, contractor's representatives, and vendors to enter Client's premises, with reasonable notice and during normal business hours (or as otherwise authorized by Client), in order to install, maintain, repair, and/or remove any Equipment, as applicable, and/or to perform the agreed Services. Upon Agreement termination or expiration without renewal or extension, Client must return the Equipment with paid shipping to ICE in the same condition, except for normal wear and tear, that it was provided in, and will be responsible for any damaged or unrecoverable hardware. The Client will be given thirty (30) days to return all Equipment. If hardware is not returned within the thirty (30) day grace period, Client shall pay ICE the original cost of the Equipment and any and all costs or expenses incurred by ICE in connection with retrieving said Equipment.

4.7. Client acknowledges that some of the Services are priced based on levels of user counts. Client certifies that its user counts fall within the specified levels identified in the Quote(s), or on any attachment or exhibit attached to theQuote(s). Client further acknowledges that it is the Client's responsibility to inform ICE if and when user counts increase so that pricing may be increased accordingly. Failure to notify ICE of such changes is a violation of U.S. software license laws and a material breach of the terms of this Contract.

5. Testing and Acceptance. Testing and acceptance of Deliverables shall be completed in accordance with the methodology, processes and procedures set forth in the applicable Quote.

6. Payments. In consideration for the Services rendered by ICE to Client, Client will make payments to ICE in accordance with this Agreement and the applicable Quote ("Contract Price") as follows:

6.1. All work performed as a result of this Agreement and the applicable Quote will be on a time and material basis for such services, unless otherwise specifically set forth in the Quote. Time charges quoted are for work performed during normal working hours, 8:00 a.m. - 5:00 p.m. Monday through Friday, excluding holidays. Unless specifically addressed in the Quote and/or mutually agreed upon by ICE and Client, any work required on a holiday or outside of normal working hours will be billed at one and one half (1.5) times the time rate for normal working hours.

6.2. In addition to the stipulated service charges, Client will pay, to the extent incurred by ICE hereunder or applicable Quote, reasonable out-of-pocket expenses incurred in performing the Services such as long-distance telephone charges, postage, and shipping. Unless otherwise specifically provided in aQuote, reasonable travel and living expenses incurred by ICE Personnel for required travel outside ICE Personnel's home metropolitan area to a Client's site will be billed to Client. ICE shall provide all reasonably requested information by Client to verify such costs.

6.3. Invoices will be rendered in accordance with the terms of the Quote. Terms are thirty (30) days net from date of invoice. Unless Client reasonably disputes any invoice in writing, ICE shall have the right to assess a monthly service charge on the unpaid balance of any delinquent invoice at the rate of one and one-half (1.5%) percent per month or if less, the maximum amount permitted by law. Other sections of this Agreement or any Quote notwithstanding, ICE reserves the right to discontinue Services to Client in the event of nonpayment of undisputed fees for Services on the part of Client, provided that ICE notifies Client in writing of such nonpayment and Client does not cure such nonpayment within fifteen (15) days after such notice.

6.4. In the event Client disputes any invoice in whole or in part, Client shall notify ICE of the dispute as soon as practicable, but in no event later than fifteen (15) days from receipt of such invoice, and shall pay the undisputed portion in accordance with Section 6.3 above without abatement, reduction or set off of any nature.

6.5. Client shall be responsible for the payment of all federal, state or local sales, use, property or like taxes (but not including state or federal income taxes of ICE) of any nature that may be applicable as a result of this Agreement.

6.6. Any Quote that is six months past the Quote Effective Date and with work yet to be performed, the Quote Fees (contract price) will be modified by ICE on the 1st of January every year in the aggregate to reflect: (1) any percentage increases in the Consumer Price Index (CPI-U) as published and updated by the U.S. Department of Labor – Bureau of Labor Statistics (specifically found at www.bls.gov) found under the expenditure category description of “Services, Less Energy Services” and (2) other significant local IT labor, software licensing and hardware maintenance related market trends.

7. Limited Warranty

7.1. ICE represents and warrants that (i) the Services shall be provided in a professional and workmanlike manner in compliance with all applicable laws, rules and regulations in all material respects; (ii) it has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder and (iii) neither this Agreement nor ICE's performance of its obligations hereunder will place ICE in breach of any other contract or obligation of ICE and (iv) that the Services and Deliverables created by and provided by ICE will not infringe any patent, trade secret or copyright, or misappropriate a trade secret or otherwise violate any other proprietary or contractual right of a third party.

7.2. Client represents and warrants that (i) it has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) neither this Agreement nor Client's performance of its obligations hereunder will place Client in breach of any other contract or obligation and will not violate the rights of any third party and (iii) Client will not use the Services and Deliverables in any manner which is in violation of any law or regulation or the rights of any other person.

7.3. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1 HEREIN, ICE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT ICE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE TEMPORARY LOSS OF SERVICE AVAILABILITY. ICE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM CLIENT’S CONTENT OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. ICE SHALL HAVE NO OBLIGATION WITH RESPECT TO A WARRANTY CLAIM (i) IF NOTIFIED OF SUCH A CLAIM AFTER THE WARRANTY PERIOD OR (ii) IF THE CLAIM IS THE RESULT OF THIRD-PARTY HARDWARE OR SOFTWARE FAILURES, OR THE ACTIONS OF CLIENT OR A THIRD PARTY.

FOR ANY BREACH OF THE SERVICES WARRANTY, CLIENT’S EXCLUSIVE REMEDY AND ICE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ICE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CLIENT MAY END THE DEFICIENT SERVICES AND ICE WILL REFUND TO CLIENT THE FEES FOR THE TERMINATED SERVICES THAT CLIENT PRE-PAID TO ICE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

TO THE EXTENT NOT PROHIBITED BY LAW, CUSTOMER ACKNOWLEDGES THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS BY THE ICE OR ANY THIRD-PARTY VENDORS’ INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THAT THOSE THIRD-PARTY VENDORS DISCLAIM ANY AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM THE SERVICES.

ICE MAY LINK TO OR OFFER THIRD-PARTY SERVICES FOR RESALE. ANY PURCHASE OF, ENABLING OF, OR ENGAGEMENT OF THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, CUSTOMIZATION, CONSULTING SERVICES, E-MAIL, WEB HOSTING, SERVER HOSTING, PHONE SERVICES, AND ANY EXCHANGE OF DATA BETWEEN CLIENT AND ANY THIRD-PARTY SERVICE, IS SOLELY BETWEEN CLIENT AND THE APPLICABLE THIRD-PARTY SERVICE PROVIDER AND IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY PROVIDERS. ICE DOES NOT WARRANT THIRD-PARTY SERVICES AND IS NOT RESPONSIBLE OR LIABLE FOR SUCH SERVICES OR ANY LOSSES OR ISSUES THAT RESULT AS CLIENT’S USE OF SUCH SERVICES. IF CLIENT PURCHASES, ENABLES OR ENGAGES ANY THIRD-PARTY SERVICES FOR USE IN CONNECTION WITH THE SERVICES, CLIENT ACKNOWLEDGES THAT COMPANY MAY ALLOW PROVIDERS OF THOSE THIRD-PARTY SERVICES TO ACCESS CLIENT’S DATA USED IN CONNECTION WITH THE SERVICES AS REQUIRED FOR THE INTEROPERATION OF SUCH THIRD-PARTY SERVICES WITH THE SERVICES. CLIENT REPRESENTS AND WARRANTS THAT CLIENT’S USE OF ANY THIRD-PARTY SERVICES SIGNIFIES CLIENT’S INDEPENDENT CONSENT TO THE ACCESS AND USE OF CLIENT’S DATA BY THE THIRD-PARTY SERVICES PROVIDER, AND THAT SUCH CONSENT, USE, AND ACCESS IS OUTSIDE OF PROVIDER’S CONTROL. ICE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DISCLOSURE, MODIFICATION OR DELETION OF DATA RESULTING FROM ANY SUCH ACCESS BY THIRD-PARTY SERVICE PROVIDER.

8. Indemnification.

8.1. Subject to the limitations set forth in this Agreement, each party agrees to indemnify, defend, and hold the other party and its successors, officers, directors, and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses, and damages (including attorney's fees) arising out of, or in connection with, a breach of this Agreement by such party.

8.2. Furthermore, ICE agrees to indemnify, hold harmless and defend Client, its Affiliates, and each of their employees, officers, directors, customers, owners, agents, representatives, consultants, and subcontractors (the "Indemnified Parties") from and against all alleged injuries, liability, claims, causes of action, damages, losses, suits, proceedings, expenses (including attorneys' fees) and costs arising out of or related in any manner to claims by third parties against the Indemnified Parties resulting from: (i) ICE or ICE Personnel violating any Federal, state or local law, rule or regulation; or (ii) damages to physical property or injuries to persons, caused by or resulting from the willful or negligent acts or omissions of ICE or ICE Personnel; or (iii) .

8.3. Furthermore, Client agrees to indemnify, hold harmless and defend Client, its Affiliates, and each of their employees, officers, directors, customers, owners, agents, representatives, consultants, and subcontractors (the "Indemnified Parties") from and against all alleged injuries, liability, claims, causes of action, damages, losses, suits, proceedings, expenses (including attorneys' fees) and costs arising out of or related in any manner to claims by third parties against the Indemnified Parties resulting from: (i) ICE’s use, access or modifications of any software that Client have requested that ICE use, access or modify as part of the Services infringes any patent, copyright, trademark, trade secret or other intellectual property right, or (ii) related to Client’s software licensing and software licensing compliance.

9. LIMITATION OF LIABILITY.

9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EACH PARTY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, LOSS FROM INTERRUPTION OF BUSINESS, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, THE SERVICES NOT MEETING CLIENT’S REQUIREMENTS OR EXPECTATIONS, OMISSIONS, TRANSLATIONS AND SYSTEM WORDINGS, FUNCTIONALITY OF FILTERS, MIGRATION ISSUES, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, HARDWARE FAILURES, UNAVAILABILITY OF BACKUPS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, SECURITY BREACH, OR THIRD-PARTY SEVICE FAILURES, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT OR OTHERWISE. ICE WILL NOT BE LIABLE FOR ANY KIND OF AUTHORIZED ACCESS OR ANY HARM THAT MAY BE CAUSED BY CLIENT’S ACCESS TO THIRD PARTY APPLICATION PROGRAMMING INTERFACES OR THE EXECUTION OR TRANSMISSION OF MALICIOUS CODE OR SIMILAR OCCURRENCES, INCLUDING WITHOUT LIMITATION, DISABLING DEVICES, DROP DEAD DEVICES, TIME BOMBS, LOGIC BOMBS, TRAP DOORS, TROJAN HORSES, WORMS, VIRUSES, HACKERS, PHISHERS, CRYPTO-LOCKERS, RANSOMWARE, AND SIMILAR MECHANISMS, EVEN IF ONE PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. CLIENT AGREE THAT THE TOTAL LIABILITY OF ICE AND CLIENT’S SOLE REMEDY FOR ANY CLAIMS REGARDING THE SERVICES UNDER THIS AGREEMENT, INCLUDING ANY SCHEDULE, OR OTHERWISE IS LIMITED TO PROCEEDS IN SECTION APPLICABLE INSURANCE COVERAGE.

9.2. THE REMEDIES OF CLIENT SET FORTH HEREIN ARE EXCLUSIVE, AND EXCEPT IN THE CASE OF ICE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL LIABILITY OF ICE WITH RESPECT TO THIS AGREEMENT AND SERVICES AND DELIVERABLES FURNISHED HEREUNDER, AND IN CONNECTION WITH THE PERFORMANCE OR BREACH THEREOF, WHETHER BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, PRODUCT S LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (1) THE PROCEEDS OF ANY ICE’S PROFESSIONAL LIABILITY INSURANCE MAINTAINED BY ICE UNDER ITS APPLICABLE INSURANCE POLICIES, TOGETHER WITH ANY SELF-INSURED RETENTION AMOUNTS IN CONNECTION WITH THOSE POLICIES, OR (2) THE AMOUNTS PAID BY CUSTOMER TO ICE UNDER THIS AGREEMENT AND ALL SERVICE DESCRIPTIONS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY SUCH CLAIM. IN THE EVENT OF AN INSURANCE COVERAGE DISPUTE, ICE IS NOT REQUIRED TO DISPUTE THE COVERAGE DETERMINATION AND IS NOT REQUIRED TO FILE A DECLARATORY JUDGMENT ACTION.

10. Confidentiality and Non-Disclosure.

10.1. ICE and Client acknowledge that materials provided and/or otherwise made available by ICE and Client to the other may contain confidential or proprietary information, embody substantial creative efforts or contain valuable trade secrets, ("Confidential Information").

10.2. ICE and Client agree:

10.2.1. Not to disclose any Confidential Information, in whole or in part, either directly or indirectly, to any third party without the prior written consent of the other.

10.2.2. To not use any Confidential Information for any purpose except as necessary to perform its obligations under this Agreement or applicable Quote, without the prior written consent of the other party in each instance.

10.2.3. Not to assist any third party in making commercial use of any Confidential Information, in whole or in part, without prior written consent of the other.

10.2.4. To ensure that ICE and Client employees, agents and subcontractors are all given access to any Confidential Information received from the other party only on a need-to-know basis for the purpose of this Agreement and shall be required to comply with the requirements of confidentiality set forth in this Agreement

10.2.5. The obligations set forth in this section shall not apply to the extent that the other party’s Confidential Information is required to be disclosed by law, subpoena, court order or other governmental authority; provided, however, that the disclosing party shall (i) deliver prompt written notice of such requirement so that the other party may seek a protective order or other appropriate relief; and (ii) shall disclose only that information required to be disclosed by law, subpoena, court order or other governmental authority.

10.3. Confidential Information does not include any of the following, for which neither ICE nor Client shall bear any responsibility for its disclosure, inadvertent or otherwise:

10.3.1. Information that at the time of disclosure is generally available to the public;

10.3.2. Information that after disclosure becomes generally available to the public by publication, or otherwise, through no breach of this Agreement;

10.3.3. Information that was in the possession of the receiving party prior to disclosure by the disclosing party, which information was not acquired directly or indirectly from the disclosing party;

10.3.4. Information that the receiving party receives from a source other than disclosing party or a third party under no obligation to maintain such information confidential; and

10.3.5. Information as may be authorized by the disclosing party to be disclosed.

10.4. ICE and Client acknowledge that the disclosure of Confidential Information in violation of this Section 10 will cause irreparable injury to the non-breaching party and its personnel that is not adequately compensable in monetary damages. Accordingly, ICE and Client acknowledge and agree that the non-breaching party will be entitled to injunctive relief without any requirement to post bond or other security therefor in any court of competent jurisdiction, in addition to any other remedies available in law or equity.

10.5. Except as otherwise provided herein, Confidential Information shall remain the property of the disclosing party.

10.6. The obligation of confidentiality in this Section 10 shall terminate three (3) years after receipt of such information / termination of this Agreement; provided however, that ICE shall retain the right to use the residuals resulting from access to or work with such Confidential Information. "Residuals" means information (ideas, concepts, know-how or techniques) in non-tangible and non-specific form, which may be retained by a person who had rightful access to the Confidential Information without conscious attempt to memorize this information and does not include written materials.

11. Intellectual Property.

1.1. ICE-Owned Works. Notwithstanding the forgoing, Client acknowledges that ICE possesses certain inventions, processes, knowhow, trade secrets, improvements, other intellectual properties and other assets, including, but not limited to; [analytical methods, procedures and techniques, procedure manuals, personnel data, financial information, computer technical expertise and software], that have been independently developed by ICE and that relate to its business or operations (collectively "ICE’s Property"). ICE and Client agree that any of ICE’s Property or improvements thereto that are used, improved, modified or developed by ICE under or during the term of this Agreement are the sole and exclusive property of ICE.

11.2. Client-Owned Works. Any original work, regardless of medium, that ICE delivers to Client that is based on specifications provided by Client and that does not consist of modifications to an existing ICE Work (as defined below) is a “Client Work,” is to be deemed a “work made for hire” under U.S. law, and is the sole, exclusive property of Client, except for the following items, which do not constitute Client Works:

11.2.1. Software, including but not limited to any proprietary code, source code and object code, that is subject to third-party license agreements;

11.2.2. Those portions of any deliverable consisting of information in the public domain;

11.2.3. Those portions of any deliverable consisting of generic ideas, concepts, business know-how and work processes, and techniques within the computer design, support and consulting business generally; and

11.2.4. Those portions of any deliverable consisting of general computer consulting knowledge and information ICE had or acquired during the performance of its Service for Client, not including any proprietary business information of Client, conveyed to ICE by Client.

11.2.5. To the extent any Client Work may be deemed not to be a “work made for hire” under applicable law, ICE hereby irrevocably assigns and conveys to Client all of its copyright in that Client Work. ICE further hereby irrevocably assigns to Client all of its patent, copyright, trade secret, know-how and other proprietary and associated rights in any Client Work.

11.3. License to Client Works. Client hereby grants ICE a limited, non-exclusive, revocable, royalty-free license to use any Client Works for ICE’s internal business purposes during the term of this MSA.

11.4. License Restrictions. Client shall not:

11.4.1. Modify, copy or create derivative works based on the Services or on the ICE Property;

11.4.2. Build a product or service using similar ideas, features, functions or graphics of the Service, or

11.4.3. Copy any ideas, features, functions or graphics of the Service.

11.4.4. Additional license restrictions may be set forth in a Quote.

11.5. Improvements to Services. Client hereby assign to ICE any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or Client’s users relating to any proposed improvements of or modifications to the Services.

12. Expiration and Termination.

12.1. This Agreement will commence on the Effective Date and shall extend for a period of one (1) year following the Effective Date and continue for successive one (1) year periods thereafter (the "Term").

12.2. Either party may terminate this Agreement upon written notice of termination at least one hundred eighty (180) days prior to the end of the initial term or any renewal thereof; provided that if the term of a Quote extends past the termination of this Agreement, the term of this Agreement shall extend until the expiration or completion of such Quote.

12.3. Notwithstanding any provision herein to the contrary, upon termination of this Agreement, Client shall be obligated to immediately pay all amounts due hereunder which are not subject to reasonable dispute, including amounts for Services rendered and costs incurred through the effective date of termination. ICE shall have the ability to raise its fees as it relates to any new Quote submitted under this Agreement.

12.4. Client shall have the right to terminate the Services being performed under Section 12.2 pursuant to any particular Quote, according to the terms of that specific Quote, without terminating the entire Agreement; provided, however, Client shall remain liable to pay for all undisputed fees for such Services rendered and reimbursable costs incurred through the date of termination of a Quote.

12.5. Should either party default in the performance of any obligation under this Agreement or breach any provision contained in this Agreement and not correct or substantially cure the default or breach within thirty (30) days after receipt of written notice by the other party of such default or breach, then in addition to the remedies set forth herein, this Agreement may be terminated by the non-defaulting/non-breaching party. In the event either party ceases its business operations, makes a general assignment for the benefit of creditors, is adjudged a bankrupt, or becomes insolvent, then the other party may, at its sole discretion, terminate this Agreement immediately upon giving written notice of termination to the other party. In addition, in the event ICE determines that the Client is in breach of Section 4.5, ICE will notify the Client in writing immediately. The Client will have 10 business days from notification to resolve the Breach in a manner satisfactory to ICE. If still unresolved after 10 business days, ICE reserves the right to immediately suspend or terminate Client's account without additional notification and shall be entitled to any compensation or early termination fees provided for herein.

13. Solicitation.

During the term of this Agreement and for a period of one year following termination thereof, (i) ICE agrees not to solicit for employment any Client employee contacted by ICE as a result of the performance of this Agreement, and (ii) Client agrees not to solicit for employment during such period any ICE Personnel assigned to perform work under this Agreement or any Quote. Notwithstanding the foregoing, Client shall not be precluded from (a) hiring an employee of ICE who independently approaches Client, or (b) conducting general recruiting activities, such as participation in job fairs or publishing advertisements in publications or on Web sites for general circulation. Client acknowledges that injury resulting from any breach of this provision would be significant and irreparable and that it would be extremely difficult to ascertain the actual amount of damages resulting from such breach. Therefore, in the event of a violation of this provision, in addition to any other right ICE may have at law or in equity, Client shall make a one-time payment to ICE in the amount of one hundred and fifty percent (150%) of the affected employee's base salary for one year. The Parties agree that such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to identify, recruit, hire and train suitable replacements for such personnel.

14. Independent Contractor.

The business relationship of ICE to Client is that of an independent contractor and not of a partner, joint venture, employer, employee or any other kind of relationship. Neither ICE nor any of ICE Personnel is entitled to any of the benefits that Client provides to its employees, including without limitation insurance plans, pension plans, bonus plans or any other employee benefits provided by Client.

15. Force Majeure.

Except with respect to the payment of monies due under this Agreement, neither party shall be considered in default of the performance of any obligation hereunder to the extent that the performance of such obligation is prevented or delayed by fire, flood earthquake, hurricane, explosion, disease, contamination, strike , acts of terrorism, war, insurrection, embargo, government requirement, civil or military authority, act of God, or any other event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party.

16. Insurance.

16.1. Client Obligations: Client shall maintain a minimum of One Million Dollars (US $1,000,000) in insurance coverage through its respective carriers. Such insurance must include, at a minimum, commercial general liability, workers compensation coverage, and first party cyber liability.

16.2. ICE Obligations: ICE agrees to maintain during the Term, professional liability insurance including technology errors and omissions with aggregate limits of at least One Million Dollars (US $1,000,000). Customer’s insurance shall be primary over ICE’s insurance. Customer agrees to waive and to require its insurers to waive any rights of subrogation or recovery they may have against ICE, its agents, officers, directors and employees.

17. Client Virtual Machine Configurations.

17.1. All Client virtual machine data shall belong to Client. However, Client agrees that all virtual machines and configurations of Client’s network shall belong to ICE as ICE’s Intellectual Property, and ICE will not transfer to Client any virtual machines or information regarding configurations. Client also agrees to keep information regarding ICE’s virtual machines and configurations confidential.

18. Client Data Security & Privacy.

18.1. In addition to its other confidentiality obligations under an applicable Service Attachment, ICE shall not use, edit or disclose to any party other than Client any electronic data or information stored by ICE, or transmitted to ICE, using the Services (“Client Data”), except as otherwise requested by Client, or required by court order or applicable law. For purposes of this provision, all data stored on the virtualized machines assigned to Client, including locally stored personal data of individual employees, will be considered Client Data by ICE.

18.2. As between ICE and Client, all Client Data is owned exclusively by Client. Client Data constitutes Confidential Information subject to the terms of the MSA. ICE may access Client's User accounts, including Client Data, solely to respond to service or technical problems or otherwise at Client's request.

19. Security and Regulatory Recommendations.

19.1. From time to time, ICE may make recommendations regarding regulatory compliance, safety and security related to Client’s network and practices (e.g., multi-factored authentication). If Client fails to adopt or implement the recommended protocols, Client is responsible for any and all damages related to regulatory, security, privacy, or data protection, including but not limited to fines, data breach notification, malware or ransomware costs, restoration, forensic investigation, restoring backups, or any other costs or damages related to Client’s refusal to implement the recommended protocols.

20. Miscellaneous.

20.1. Assignment. This Agreement shall inure to the benefit of and be binding upon ICE and Client, and their permitted successors and assigns, but neither party shall assign, delegate or transfer, in whole or part, its obligations under this Agreement, except: (i) with the other party's prior written consent which shall not be unreasonably withheld; or (ii) as part of a sale of substantially all of a party's assets, a merger, stock sale, or other change of control under the law.

20.2. Non-Exclusive Engagement. ICE reserves the right to offer services of any kind or nature whatsoever to any person or entity as ICE in its sole discretion, deems appropriate. Client acknowledges that this is a non-exclusive agreement, and Client is aware that ICE markets its services to other clients.

20.3. Applicable Law. This Agreement and all Statements of Work will be governed by, construed, interpreted and enforced in accordance with the laws of the State of Iowa, excluding all rules on conflict of laws that would apply the substantive law of another jurisdiction. All disputes arising out of or related to this Agreement, the Statements of Work, and/or the Services shall be exclusively brought and exclusively maintained in the State courts located in Marion County, Iowa, or if jurisdiction is appropriate, the United States District Court for the Southern District of Iowa. Each party consents to and waives any objection to the exclusive personal jurisdiction and exclusive venue of such State and Federal courts.

20.4. Prevailing Party. In the event it becomes necessary for any party hereto to employ legal counsel or to bring an action at law or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and reasonable attorney’s fees from the non-prevailing party.

20.5. Entire Agreement. This Agreement and the Quote executed by Client and ICE constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersede all prior oral and written proposals, negotiations, representations, communications and agreements between ICE and Client. In the event of any inconsistency among or ambiguity in, among or between this Agreement, any Quote, any purchase order, or any request for proposal, the following order of precedence shall govern: (1) This Agreement; (2) Quote (except as to the terms specifically identified in a particular Quote as modifying or amending terms of this Agreement, which terms shall control over this Agreement for that Quote only); (3) purchase order and (4) Proposal. No modification or waiver of the provisions of this Agreement shall be valid or binding on either party unless in writing and signed by both parties. No waiver of any term, right or condition under this Agreement on any one occasion shall be construed or deemed to be a waiver or continuing waiver of any such term, right or condition on any subsequent occasion or a waiver of any other term, right or condition hereunder. No person other than the parties hereto or referenced herein is an intended beneficiary of this Agreement.

20.6. Survival. The parties’ rights and obligations under Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the termination of this Agreement.

20.7. Notices. All notices from one party to the other will be in writing and will be delivered by addressing the same to the addresses set forth in Quote, or at such other address as either party may specify in writing to the other. Notices shall be sent by overnight courier, certified mail, return receipt requested, or by other means of delivery requiring a written acknowledged receipt. All notices shall be effective upon receipt.

20.8. Severability. If one or more of the provisions of this Agreement shall, for any reason, be held invalid, illegal, or unenforceable, in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

20.9. Headings. The captions, headings and words contained herein are for convenience and reference only and shall in no way affect the meaning or interpretation of this Agreement.

20.10. Incorporation by Reference. This Agreement is incorporated by reference into the Quote as if set forth therein.