Electronic Technologies Corporation. (“ETC”) will provide products and services as set forth in this Graphical Alarm and Monitoring System (“GAMS+”) and the attached schedules, which are incorporated, if applicable (collectively “Agreement”). Both ETC and “Client” agree to the terms within this Agreement.

1. DEFINITIONS: The following words and terms should have the following meanings in this Agreement:
   1. Regular Business Hours – shall mean normal business hours of ETC (Monday–Friday 8AM–6PM EST) except holidays.
   2. Agreement Summary – shall mean the beginning portion of this Agreement, beginning with the title, “Agreement Summary” and ending before the title, “Terms and Conditions. ”
   3. Contract Start Date – shall mean the date on which the Agreement takes effect.
   4. Contract Term – shall mean the duration of time between the start date and end date of this Agreement
   5. Malicious Code – shall mean any code, program or other internal component (e.g., software viruses, worms, Trojan horses, trap doors, time bomb or other malicious computer instructions, intentional devices or techniques that were designed to threaten, infect, damage, disable, or shut down a computer system or any component thereof) which restricts or may restrict use or access to, and/or does or may damage, destroy or alter any system, program, Client Materials or other information
   6. Client Materials – shall mean any content, data or similar Client information, Client customer lists, third party software or applications, and hardware supplied (if any) by Client to ETC under this Agreement.
   7. Obligations – shall mean all fees, payments, or sums due under this Agreement.
   8. Office – shall mean each of the ETC premises and those of ETC’s data center providers in which the Services are provided.
   9. Access – shall mean the use of Applications, Client Data, or other services provided by ETC through a wide area network.
   10. Services – shall mean the technological services that ETC provides to Client under the terms of this Agreement.
   11. Scope of Services – shall mean the Services agreed upon by the parties to be provided by ETC under this Agreement. The services are outlined in detail within Schedules A and
   12. Additional Services – shall mean additional services beyond the original Scope of Services to be
   13. Services Provided Outside of Scope of Services – shall mean services outside of Scope of Services detailed in Schedule E and agreed to by both
   14. Project Services – fixed fee services agreed to by both parties and provided outside of this entire
   15. Commercially Reasonable Efforts – shall mean good faith efforts by a Party with respect to any obligation under this Agreement to accomplish such obligation as such Party would normally use to accomplish a similar objective under similar circumstances, it being understood and agreed that with respect to the resolution of any limitation, inaccessibility, interruption of operability or functionality of any Service provided by Service Provider hereunder, such efforts will be substantially equivalent to those efforts and resources commonly used in the information technology industry to restore non-functioning
   16. Minimum Service Levels – shall mean the GAMS+ system configuration and performance levels set forth in the Service Level Agreement (“Schedule C”).
   17. Permitted User – shall mean an employee, client, agent, contractor, or other authorized user of the Client who has been identified to ETC and assigned a personally identifiable username and password by ETC in order to Access Services on the GAMS+ system
   18. Services – shall mean the services described in Schedules A and E for the number of Permitted Users set forth in Schedule A that are included in the base infrastructure fee plus any additional monthly
2. TERM: The term of this Agreement shall become effective on the date (“Contract Start Date”) set forth in the Agreement Summary and shall continue in full force and effect for the term (“Contract Term”) stated in the same summary. The Agreement shall automatically renew on the same terms as existed immediately preceding the renewal, at the end of the Contract Term unless written notice to terminate is provided by one party to the other at least ninety (90) days prior to the end of the Contract Term. The renewal term shall be from year to year, under the same terms and conditions existing at the time of expiration, unless otherwise
3. SERVICES: ETC will provide all Services in accordance with this Agreement and the attached Scope of Services (Schedule “E”) and will do so with reasonable skill and care. ETC may vary the technical specifications of the Services, provided such variations do not materially impair the Services provided by ETC to the Client. Services provided outside of the Scope of Services (Schedule “E”) shall be paid for by the Client either upon billing at the hourly rate then in force by ETC, on a

“Project Services” basis with written authorization by Client required prior to provision of such new, within this Agreement as detailed within the Scope of Services (Schedule “E”) or as (“Additional Services”).

4. FEES:

a. Setup Fee – Client shall pay ETC a one-time implementation / setup fee for provisioning of Services and any Additional Services. Such fees cover the setup period of ninety (90) days from the start of the Contract Start Date, or in the case of Additional Services, from the agreed date for beginning of provision of Additional Services. Beyond this 90 day startup period, ETC reserves the right to charge and Client shall pay additional setup fees in the event that the Client adds Additional Services. The Client will be given prior notice of any additional setup fees with authorization of Client required first.

b. Base Recurring Fees – Recurring fees are as set forth in the Agreement Summary and detailed in Fee Schedule A.

c. Additional Recurring Fees – Additional fees for Additional Services are as set forth in Fee Schedule A.

5. OPTIONAL SERVICES AND FEES:
   1. Should Client require additional services outside of Scope of Services (Schedule “E”), a revised Schedule E will be executed to outline such services as agreed by both
   2. Additional Services required by the Client that fit within the Scope of Services (Schedule “E”) will be billed as outlined in Service Fees (Schedule “A”). ETC has the right to add, modify, delete items on this additional service fee list as well as modify pricing at any time. Whenever an additional service is approved by the Client, that item, quantity, and fee associated at the time of approval, remains in effect throughout the remaining term of the Agreement.
   3. Projects Services if required will have a separate scope of work and fixed fee structure agreed to both
   4. Other Services or Support that are required outside of the Scope of Services (Schedule “E”) and such as Additional Services or Project Services will be billed at the rate of $155/hour during regular business hours and $195/hour for all other times. ETC may modify these rates at any time provided that notice has been given to Client in 
6. SERVICES FEES: The initial and recurring annual charges shall be payable as outlined in the Agreement Summary and Service Fees (Schedule “A”) and according to the terms of this Agreement. Regardless of Contract Term, ETC shall have the right to increase the fees for Services, including fees for additional services, annually by providing written notice 30 days prior to the contract annual anniversary date based on the Contract Start Date. Such increases will be limited to no more than 20% each year. Client agrees to pay any and all taxes levied or assessed by any governmental agency for provision of the Services to be provided under this
7. PAYMENT TERMS: If not otherwise so stated on Services Fees (Schedule “A”), all monthly installments for goods and Services shall be due on the first day of each month following the provision of Services. If payment of any Obligation, fee or sum due is received by ETC more than ten (10) days after its due date, Client agrees to pay a late charge of the greater of 3% of the Obligation or $100.00 for each month that an Obligation is
8. MAINTENANCE: The parties agree that the equipment and Services will, from time to time, require maintenance other than regularly scheduled maintenance and therefore there may be disruption in Services for maintenance. ETC may suspend provision of the Service or any part thereof for the purpose of carrying out or implementing repair, maintenance or improvement, provided that in the event of such suspension, ETC will use reasonable efforts to keep disruption to a minimum. If possible, ETC will give reasonable notice of
9. SECURITY: ETC limits access to those who are authorized to enter and have security systems for protection. ETC shall protect the ETC buildings which house the Client data with physical security measures that seek to prevent unauthorized persons from gaining
10. SERVICE LEVEL AGREEMENT: ETC will provide Services in accordance to the Service Level Agreement attached as Schedule “C”.
11. ETC RESPONSIBILITIES
    1. ETC shall use Commercially Reasonable Efforts to ensure that Access to Applications and Client Data is maintained at Minimum Service Levels and that physical and technical access to the Data Center and to Client Data is restricted to qualified employees and its authorized agents who have a need to gain such access in order to perform the Services for the benefit of Client and its Permitted Users. ETC shall undertake and perform commercially reasonable and appropriate measures and safeguards designed to ensure the availability, security, confidentiality, and integrity of Applications and Client Data transmitted through or stored at the Data Centers in accordance with and as part of the Services. Client shall not have any right of physical access to the Data Centers or other facility where equipment or software owned, licensed or operated by ETC may be
    2. ETC shall implement reasonable and appropriate measures to protect Client Data at least equal to the highest of the following: (i) information technology industry standards; and (ii) the standards used by ETC to protect data of its other customers subscribing to the same or substantially similar data protection services. ETC will establish and maintain systems, processes and controls intended to prevent the unauthorized access, use, disclosure, destruction, loss or alteration of any Client Data in the possession or control of ETC or any of its contractors, affiliates or personnel that are no less rigorous than those maintained by ETC for other customers subscribing to the same or substantially similar data protection
12. CLIENT PROHIBITIONS AND RESPONSIBILITIES: Prohibitions:
    1. Client will not, directly or indirectly, acquire any rights of ownership in the equipment owned and installed by ETC at the Client location and/or at our remote data center(s) or the software installed on such equipment by virtue of this Agreement and shall not have, by operation of law or otherwise, any lien or other similar right over or in relation to such equipment and/or software owned or licensed by ETC and provided to the
    2. Client will not use the equipment, licenses, software and Services provided under this Agreement in any other manner and for any other purpose than as set forth in this
    3. Client will not assign any rights under or assign, mortgage or pledge this Agreement, absent ETC’s express written consent.

1. Client will not permit any other person, firm, entity or corporation to use the goods or Services provided for in this Agreement absent the express written consent of
2. Client will not and will ensure that its employees do not reverse engineer, decompile, and/or disassemble any portion of the GAMS+ System provided under this

Responsibilities:

1. Client will procure and maintain sufficient Internet services to access ETC’s data center(s). ETC has no responsibility or liability for damages arising from Client’s Internet
2. Client will ensure devices used to access ETC Services are properly maintained and free from Malicious
3. CONFIDENTIAL INFORMATION: ETC acknowledges that confidential information is a special, valuable and unique asset of the Client, and agrees at all times during the Contract Term and hereafter to keep in confidence all proprietary information. Confidential information refers to any and all information of a confidential, proprietary, or secret nature which is or may be either applicable to, or related in any way to (a) the business, present or future, of Client or any subsidiary or

(b) the business of Client or any Client of Client or of any subsidiary. Confidential information includes, for example and without limitation, trade secrets, processes, formulas, data, know-how, improvements, inventions, techniques, marketing plans and strategies, and information concerning Clients or vendors.

14. INTELLECTUAL PROPERTY: Client acknowledges that, pursuant to this Agreement, Client is given a non-exclusive, non- transferable, royalty-free right to use, during the term of the End-User License Agreement, any technology incorporated in the Software or the Service solely for the purpose of using the Service and not for providing services to any third
15. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, CLIENT AGREES TO THE FOLLOWING LIMITATIONS OF LIABILITY AND LIMITATIONS OF WARRENTIES. CLIENT AGREES THAT ETC’S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE MONTHLY CHARGES FOR THE PRECEDING MONTH. IN NO EVENT SHALL ETC OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT AND CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ETC’S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OF THE ATTACHMENTS OR EXHIBITS HERETO, OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF ETC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY LIMITS ALL CLAIMS AND DAMAGES FOR INTERNET ACCESS PROVIDER BREACHES, ETC WILL NOT BE HELD LIABLE FOR DAMAGES AND CLAIMS ARISING FROM BREACHES BY THE CLIENT’S INTERNET ACCESS PROVIDER OR ANY OTHER [THIRD] PARTY PROVIDER. ETC, ON BEHALF OF ETC AND ETC’S AFFILIATES AND SUBCONTRACTORS, MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH REGARD TO THIS AGREEMENT ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, QUALITY, SYSTEMS INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ETC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THIS SECTION LIMITS CLIENT’S REMEDIES AND ETC’S LIABILITY FOR
16. THIRD PARTIES: ETC makes no independent representations or warranties with respect to products and services provided by third parties. Client’s exclusive remedies with respect to third party products and services are with such third parties and no remedies are enforceable against ETC for damages arising from the acts or omissions of third
17. EQUIPMENT FAILURE: Any problems or service issues with ETC provided/hosted equipment related to the Services shall be documented and, if commercially reasonable, promptly resolved to the reasonable satisfaction of the Client. Such problems or issues may be resolved by the use of spare or replacement equipment equivalent to or better than affected equipment. In the event any such problems or issues are not resolved within a timely matter, such problems or issues shall be promptly escalated to higher levels of ETC technical and managerial personnel in accordance with the Service Level Agreement attached hereto as Schedule “C”.
18. REPRESENTATIONS AND WARRANTIES:
    1. ETC hereby represents and warrants to Client that ETC is not aware of any claim, suit or proceeding alleging that the Services, nor any part thereof, or any proprietary information related to the Services infringes any copyright, patent, trademark, trade secret or other intellectual property rights of any third party. ETC hereby represents and warrants to Client that neither the Services, nor any part thereof, infringes or misappropriates any copyright, patent, trade secret or any proprietary right of any third
    2. ETC shall have no liability for any claim of infringement based upon Client’s use of the Services outside the scope of this Agreement if such alleged infringement would not have arisen but for the alteration, modification or use of non-ETC materials in conjunction therewith. In the event of any claim, suit or proceeding against ETC alleging that a Client’s modification to the Services or Client proprietary information infringes any copyright, patent, trademark, trade secret or other intellectual property right of any third party, Client shall defend and indemnify ETC in the same manner and on the same terms as those set forth herein for the defense and indemnification by
    3. ETC hereby warrants and represents that it has and will have full power and authority to enter into, and to fully perform, this Agreement, and to grant to Client the licenses provided herein, and that no agreement or understanding with any other person, firm, or corporation exists or will exist which would interfere with ETC’s obligations hereunder.
    4. ETC warrants to Client that (i) the Services will be performed with reasonable care in accordance with generally accepted industry standards, and (ii) the Services shall materially conform with any specifications set forth herein or otherwise agreed to in writing with
    5. ETC will not knowingly introduce into the Services any Malicious Code and no Malicious Code will be introduced or coded into the Services or any of Client’s computing systems or network. ETC will use reasonable virus detection to protect Client Materials at ETC offices and data center(s).
19. MINIMUM PAYMENT COMMITMENT: The parties understand and acknowledge that ETC has a significant advance obligation to pay for equipment, software and services for this Agreement and that those advanced obligations are recovered over payments during the course of the Contract Term. If the Client wishes to reduce Services during the Contract Term, and ETC agrees in writing, then in no event will charges be reduced to less than 80% of the original monthly fee, regardless of the extent of reduction of
20. ADVERTISING AND PUBLICITY: Neither party shall issue any press release, make any public announcement relating in any way whatsoever to this Agreement or the relationship established by this Agreement, or publicly use the other party’s name, logo or other trademark/service mark without the prior written consent of such other party, which consent will not be unreasonably
21. FORCE MAJEURE: ETC shall not be liable for any breach of this Agreement and/or delays in service delivery caused by matters beyond ETC’s control, including, without limitation, Acts of God, terrorism, fire, action by any government or quasi- governmental entity, flood, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, lightning, war, weather of exceptional severity, criminal acts or Malicious Code arising from persons or entities other than
22. SOLICITING EMPLOYEES OR REPRESENTATIVES: ETC and Client agree not to employ, engage the services of or solicit any employee or representative of each other’s business, either directly or indirectly, during the term of this Agreement and for a period of (24) months following the contract termination date. A substantially prevailing party in a claim of breach of this provision is entitled to recover reasonable attorneys’ fees, costs, and expenses of litigation, as well as
23. EVENTS OF CLIENT DEFAULT: The following events, or any one or more of them, shall be events of default under this Agreement:
    1. Client shall fail to pay any obligation or other sum payable under this Agreement when due without notice;
    2. Client shall fail to perform or comply with other terms, covenants, agreements or conditions hereof (and such failure or breach shall continue for more than ten (10) days after written notice thereof from ETC);
    3. Within 60 days after the commencement of any proceeding against Client seeking any reorganization, arrangement, composition, readjustment, liquidation or dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within 60 days after the appointment without the consent or acquiescence of Client, of any trustee, receiver or liquidator of Client, or of any material part of its properties, such appointment shall not have been vacated;
    4. Client discontinues operations;
    5. Client fails to operate in the ordinary course of business for a period in excess of seven (7) days; or
    6. Client shall be given three (3) notices of default under this Paragraph within any period of eighteen (18) months preceding, notwithstanding any subsequent cure of the failure to perform or observe the terms or conditions of this Agreement as identified in such notices;
    7. Client shall cease doing business as a going concern, make an assignment for the benefit of creditors, generally not pay its debts as they become due or admit in writing its inability to pay its debts when they become due, be adjudicated an insolvent, file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation, or file an answer admitting the material allegations of a petition filed against it in any proceeding, or consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation;
    8. Client gives written or oral notice to ETC or others that the Client will not perform when performance is due; or
    9. Client, by act, deed or word, conveys an intent to repudiate or not perform this Agreement before a time for performance is
    10. Clients uses Service to engage in illegal
24. REMEDIES FOR CLIENT DEFAULT: In the event of a default, ETC at any time thereafter may exercise any one or more of the following remedies, the remedies being deemed cumulative:
    1. Terminate or suspend Client’s use of Services on any account;

1. Terminate or suspend Client’s access to all facilities, equipment, licenses, data, software and other Services and things provided under this Agreement;
2. Suspend Client’s access to data pending cure of the default;
3. ETC may declare all Obligations under this Agreement, including the entire balance of the remaining Obligation under the Agreement due, together with all the Obligations, charges, payments, costs and expenses payable by Client as though such amounts were payable in advance on the date the event of default
4. ATTORNEYS’ FEES AND COSTS: If ETC engages counsel to represent ETC with regard to any breach, enforcement or attempted enforcement, whether or not suit is brought, or to collect or attempt to collect hereunder, Client shall be jointly and severally liable for and they shall pay ETC, upon demand, the full amount of collection charges and/or attorney fees, costs and expenses incurred, including, but not limited to, court costs, filing fees, transcript and deposition costs, exhibit costs, travel expenses, witness fees and all other costs and expenses associated with enforcement or attempted enforcement of any claim. Attorneys’ fees shall include reasonable charges for attorneys, paralegals, legal assistants, secretaries and clerks. Attorneys’ fees of forty percent (40%) of the amount due or, if greater, $250.00 per hour, shall be reasonable. Attorneys’ fees shall also include all actions in or outside of bankruptcy, including, but not limited to, efforts for relief from any automatic stay or injunctions and all appeals, whether or not in
5. INTEREST: Interest shall accrue on any unpaid balance that becomes more than ten (10) days past due at the rate of 1.5% per month interest, compounded monthly until paid in full, calculated from the original due
6. JURISDICTION AND VENUE: Client consents to Maryland jurisdiction and venue in consideration for ETC’s promises in this Agreement. Client consents to the personal jurisdiction and venue of any court located in the County of Philadelphia, Commonwealth of Maryland, and Client waives all objections based upon improper jurisdiction, improper venue or forum non

25. EVENTS OF ETC DEFAULT: The following events or any one or more of them will be events of defaults under this Agreement by ETC:
    1. ETC materially breaches or defaults in the performance of any of its duties or obligations under this Agreement, and the default is not cured within thirty (30) days of written notice specifying the
26. REMEDIES FOR ETC DEFAULT: In the event of default by ETC, Client at any time thereafter may exercise any one or more of the following remedies:
    1. Client may terminate this Agreement by giving ETC thirty (30) days’ notice of intent to terminate for default, in writing;
    2. If this Agreement is terminated due to ETC default, Client shall within ten (10) business days of the date of termination deliver to ETC all Confidential Information supplied by ETC pursuant to the Agreement. Moreover, ETC shall within ten (10) business days of the date of termination deliver to the Client all Confidential Information and Client Materials supplied by Client. If there are any Obligations due or outstanding to ETC at the time of the notice of termination, these Remedies are not enforceable against
    3. All provisions of this Agreement addressing limitation of liability, confidentiality and governing law will survive termination of the
27. TERMINATION: In the event of termination due to Client default:
    1. Client must immediately provide ETC access to all facilities where ETC hardware (if any) is installed so such hardware may be
    2. All data and passwords for software owned by Client and in ETC’s possession will be accessible from ETC for a period of ninety (90) days after termination and are retrievable at the request of Client. Beyond ninety (90) days from the date of termination, ETC will destroy all Client information in Client’s databases, including passwords. It is the Client’s responsibility to make arrangements with alternative provider(s) in order to avoid any disruption of Services.
    3. Should Client desire ETC’s assistance with transition to an alternative provider(s), such assistance (other than provision of passwords and data) will be charged to Client on an hourly basis, and ETC shall, upon request, be paid a reasonable advance before undertaking any such
    4. Should Client wish to resume Services after the termination date and should ETC so agree, a reinstatement fee will be charged and Client re-assessment may be required, which may result in additional or greater
    5. Neither access to data on ETC servers nor assistance with transfer will be provided if Client is not current on all Obligations owed to
28. ASSIGNMENT OF AGREEMENT: ETC may assign its rights and obligations under the Agreement to any company which is a member of the same group as ETC. A company will be in the same group as ETC if it is a subsidiary of ETC, a holding company of ETC, or a subsidiary of any such holding company. Additionally, Client acknowledges that ETC shall be permitted to assign the Agreement to any successor in title or other entity into, by or with which the business or assets of ETC to which the Agreement relates may be merged, acquired, consolidated or reorganized, or any entity which may purchase all or substantially all of such business or assets in the event that ETC ceases to be an authorized distributor of Software. The Agreement shall be binding upon and shall endure to the benefit of the parties hereto and their respective successors and permitted
29. MISCELLANEIOUS:
    1. GOVERNING LAW: This Agreement is governed by the laws of the State of Maryland, without giving effect to conflicts of law
    2. INTEGRATION CLAUSE: This Agreement contains the entire agreement between the parties. By signing below, the parties agree that there are no other understandings or agreements, verbal or otherwise, in relation thereto,

except those expressly set forth herein. The parties have not relied on any statement, projection, report, information or other representation or warranty except for those representations and warranties specifically set forth in this Agreement.

1. SEVERABILITY: No determination by any court, governmental body, arbitration or other judicial body that any provision of this Agreement or amendment is invalid or unenforceable in any instance shall affect the validity or enforceability of any other provision of this Agreement. Each provision shall be valid or enforceable to the fullest extent permitted by, and shall be construed where and whenever possible as being consistent with applicable
2. NO WAIVER OF DEFAULT: This Agreement shall remain in full force and effect unless and until terminated under and pursuant to the terms of this Agreement. The failure of either party to insist upon strict performance under the provisions of this Agreement shall in no way affect the right of such party thereafter to enforce the same, nor shall waiver of any breach of any provision hereof be construed as a waiver of any subsequent default of the same or similar nature, nor shall it be construed as a waiver of strict performance of any obligations
3. PERSONS BOUND: This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and
4. NO ORAL MODIFICATION: This Agreement may not be modified or amended except in writing executed by the parties. All prior negotiations, oral or written, are merged in this
5. HEADINGS NOT PART OF AGREEMENT: Any headings preceding the text of the several paragraphs and sub- paragraphs hereof are inserted solely for convenience and reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or
6. COUNTERPARTS: This Agreement may be executed in counterparts, each of which will be an original which together shall constitute one and the same
7. AUTHORITY: All parties hereto represent and warrant that they have the authority to enter this Agreement and are legally bound
8. SURVIVAL: All parties agree that the representations, warranties and obligations hereunder shall survive any closing or exchange dates
9. TAXES: The charges and fees under this Agreement are exclusive of any national, state, municipal, or other governmental excise, sales, value-added and occupational taxes all of which, if applicable, will be paid by
10. MUTUAL COOPERATION: Each party shall, at any time and from time to time thereafter, take any and all steps to execute and perform the Agreement, and its terms and conditions, acknowledge and deliver it to the other party and execute any and all further instruments and/or documents that the other party may reasonably require for the purpose of giving full force and effect to the provisions of this Agreement and to fulfill the intents and duties hereof and to take such actions as are reasonably necessary to fulfill the duties and intents of this
11. OTHER DOCUMENTATION: The parties agree that they will forthwith and within at least ten (10) days after demand therefore, execute any and all written instruments, assignments, releases, satisfactions, deeds, notes or such other writings as may be necessary or desirable for the proper effectuation of this Agreement, and as their respective counsel shall mutually agree should be so executed in order to carry out fully and effectively the terms of this
12. TELEFACSIMILE/E-MAIL EXECUTION: Delivery of an executed counterpart of this Agreement by telefacsimile or e- mail shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or e-mail also shall deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this

1. NOTICES: All notices, demands and other communications which may, or are required to be given under this Agreement shall be made by hand-delivery or pre-paid United States mail and each shall be deemed given when hand-delivered or when placed in the U.S. post office. Notices shall be given at the address of the parties as follows unless such address is changed in writing by any of the parties:

Electronic Technologies Corp.

1443 Rock Spring Road

Suite 114

Bel Air, MD 21014

1. NO PRESUMPTION AGAINST ETC: This Agreement shall be construed without regard to any presumption or other rule of law requiring construction against the party that drafted the document.

This document describes a Service Level Agreement (SLA) between Service Provider and Client based on the GAMS+ System. This SLA is incorporated by this reference into each Client’s Master Services Agreement (”MSA”). Capitalized terms used herein without being defined herein will have the meaning ascribed to such capitalized term in the MSA and the Acceptable Use Policy (“AUP”) as applicable.

Service Problems, Outages and Downtime

In the event that ETC discovers or is notified by Client of Downtime or a Force Majeure Event that results in the unavailability of the GAMS+ System, ETC will take all reasonable actions necessary to determine the source of the problem and to resolve the problem as soon as reasonably practicable after determining its source. ETC will use Commercially Reasonable Efforts to minimize any disruption, inaccessibility and/or inoperability of the GAMS+ System during Normal Business Hours in connection with any Downtime or Force Majeure Event.

Service Problems Resolution Response Time

All GAMS+ Systems are monitored for critical issues 24 hours by 365 days. E-mail and telephone support for responding to non-critical service problems will be available as outlined in the Schedule A and Schedule E documents. Response times will depend on the priority of the service issue..

Service Issue Priority Chart

ETC will begin to address Extremely Urgent issues within 15 minutes after ETC receives notice of any such issue from Client. ETC will begin to address Urgent issues within 30 minutes after ETC receives notice of any such issue from Client. ETC will begin to address Standard issues in accordance with standard maintenance and periodic repair schedules pursuant to ETC’s own internal policies. Low priority issues will be addressed at sole discretion of ETC.

Service Credits Due to Service Problems, Outages and Downtime

ETC’s sole and exclusive liability to Client in the event of any Downtime occurring during Normal Business Hours (8 AM to 5 PM Monday – Friday) will be to issue a credit to Client of up to fifteen (15%) percent of the Base Monthly Fee charges, less taxes, credits, and other adjustments due in the month in which such Downtime occurs. Client will be entitled to a credit in accordance with the Table below based upon the period of time during Normal Business Hours in which ETC determines the GAMS+ System was unavailable to Permitted Users of Client if such credit is requested in writing by Client within fifteen (15) days of the end of the calendar month in which such Downtime occurred. No credit will be due to Client for any failure of the GAMS+ System if caused in whole or in part by a Force Majeure Event or scheduled Client Downtime and any credit due will be determined by ETC based upon its review of its logs and records.

ETC will provide Client the following services within the terms of this Graphical Alarm Monitoring System (GAMS+) Services Agreement:

1. GAMS+ Services
   1. GAMS+ Graphical Alarm & Monitoring System web portal of real-time temperatures, temperature history, alarms and alarm status.
   2. Remote Access to refrigeration system via web browser, cell phone and desktop application
   3. Alarm call out functionality via Automated Attendant Text to Speech (TTS) Engine
   4. Alarm notification via Email & Text Message
   5. Automated alarm escalation to assigned personnel
   6. Any onsite support services (except for onsite services that may be provided by ETC during the onboarding period), are not covered within this agreement and are billable on an hourly basis at the rate of $155 per
2. Minimum Client Access Requirements
   1. Microsoft Windows, Apple OS, or Android. GAMS+ supports (1) any Windows-based computer running Google Chrome 58+, Opera, Microsoft Edge, Mozilla Firefox 52+, (2) any Apple OS X computer running Safari or Firefox, (3) any Android device running Chrome web browser
   2. Internet Connection. Customer Equipment required shall provide no less than 75 kbps bandwidth per active Permitted User, and Internet service providing stable roundtrip packet travel time from the accessing computer to one of ETC’s servers.
3. Scope of Services Modifications
   1. Any modifications now or in the future to scope of services shall be detailed in this Schedule E document (Service Modification Section) and will be agreed to by both