Master Services Agreement

Neuron Computer Services, LLC

This Master Services Agreement ("MSA" or "Agreement") governs the relationship between Neuron Computer Services, LLC, a California limited liability company headquartered at 453 S Spring St, Ste 400, PMB 437, Los Angeles, California 90013 (referred to throughout as "Provider" or "Neuron"), and any person or organization that engages Provider for technology services, pays any invoice issued by Provider, or otherwise makes use of Provider's professional offerings (referred to as "Client").

Notice Regarding Acceptance

THIS AGREEMENT BECOMES BINDING UPON CLIENT WHEN CLIENT EXECUTES THE SIGNATURE BLOCK BELOW. IN THE ABSENCE OF A SIGNED COPY, THIS AGREEMENT ALSO BECOMES BINDING WHEN ANY OF THE FOLLOWING EVENTS OCCURS:

Client remits payment on any invoice issued by Provider;
Client requests, schedules, or receives any service from Provider, whether remote or on-site;
Client grants Provider access to any system, network, account, or facility for the purpose of receiving services; or
Client transmits data, credentials, or documentation to Provider in furtherance of a service engagement.

By undertaking any of the actions listed above, Client acknowledges that it has had a reasonable opportunity to review this Agreement and the accompanying Terms and Conditions, both of which are available at all times on Provider's website and are furnished to Client upon commencement of any engagement. Client's continued use of Provider's services or payment of invoices constitutes ongoing acceptance of the then-current version of this Agreement and the Terms and Conditions. If Client does not agree with any provision, Client must discontinue use of all services and notify Provider in writing before submitting further payment.

Article 1 — Key Terms

The following defined terms apply throughout this Agreement and the accompanying Terms and Conditions unless the context clearly requires a different meaning.

"Authorized User" refers to any individual whom Client permits to interact with, access, or benefit from the Services on Client's behalf, including employees, independent contractors, temporary workers, and agents.

"Client Data" encompasses every file, record, database, communication, and piece of digital content that Client or its Authorized Users introduce into, generate within, or route through any system that Provider manages, monitors, or hosts as part of the Services.

"Client Infrastructure" refers to the totality of Client's technology environment — hardware, software, networking gear, cloud subscriptions, and telecommunications equipment — whether located on Client's premises, in co-location facilities, or hosted by third-party cloud providers.

"Engagement" means any discrete scope of work, project, or ongoing service arrangement between the Parties, whether documented in a written proposal, described in an email exchange, or established through Client's verbal request followed by Provider's performance and Client's payment.

"Fees" means all charges, whether recurring or one-time, that Provider invoices to Client for services rendered, hardware procured, software licensed, or expenses incurred.

"Non-Public Business Information" means any information belonging to either Party that is not generally available to the public and that the disclosing Party treats as sensitive, proprietary, or restricted. This encompasses trade secrets, pricing models, internal strategies, customer rosters, technical architectures, financial projections, and any material designated as confidential. It does not encompass information that: (i) enters the public domain without wrongdoing by the recipient; (ii) the recipient already possessed independently before receiving it from the discloser; (iii) the recipient develops on its own without relying on the discloser's materials; or (iv) a court or governmental body compels the recipient to disclose, provided the recipient gives the discloser advance written notice where the law allows.

"Provider Tools" covers all proprietary and licensed software, automation scripts, monitoring agents, documentation templates, internal processes, and institutional knowledge that Provider brings to an Engagement, regardless of whether those tools existed before the Engagement began or were refined during it.

"Services" has the broadest reasonable interpretation and includes managed IT support, technology consulting, cybersecurity assessments, compliance guidance, cloud migration and administration, procurement and configuration of hardware and software, backup and continuity planning, help-desk operations, and any other technology-related service that Provider agrees to furnish.

Article 2 — Scope of Provider's Services

2.1 General Description

Provider delivers a comprehensive suite of managed technology services tailored to small and mid-sized businesses, with particular depth in manufacturing, construction, HVAC, plumbing, electrical, and professional-services environments. Provider's core capabilities include, but are not limited to:

Ongoing monitoring, patching, and administration of servers, workstations, network devices, and cloud platforms.
Remote troubleshooting and, where warranted, on-site technical support during Provider's standard business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m. Pacific Time) with around-the-clock emergency coverage for qualifying managed-services Clients.
Cybersecurity program design, vulnerability scanning, endpoint hardening, and regulatory-compliance consulting for frameworks such as CMMC, NIST 800-171, and ITAR.
Cloud strategy, migration, and day-to-day administration of platforms including Microsoft 365 and Microsoft Azure.
Strategic IT roadmapping, infrastructure planning, vendor vetting, and project oversight.
Hardware sourcing, configuration, and deployment on Client's behalf (title transfers to Client upon full payment).
Design and management of backup systems and business-continuity solutions.

2.2 Matters Outside Provider's Responsibility

Provider is not responsible for, and accepts no liability arising from, any of the following unless Provider has expressly agreed otherwise in a written Engagement:

Damage or data loss caused by malicious software that penetrated Client's environment because Client disregarded security guidance Provider had previously communicated.
Problems resulting from changes, installations, or configurations made to the Client Infrastructure by anyone other than Provider or its authorized personnel.
Support for any hardware or software product that its manufacturer or publisher has officially discontinued or stopped issuing updates for.
Issues traceable to Client's failure to satisfy the minimum environment requirements that Provider has communicated.
Outages, interruptions, or losses caused by circumstances beyond any party's reasonable control — including natural disasters, utility failures, acts of war or terrorism, government-imposed restrictions, epidemics, and telecommunications infrastructure failures ("Uncontrollable Events").
Forensic analysis conducted for purposes of litigation or criminal investigation, which must be separately scoped and priced in writing.
Hardware failures attributable to age, wear, misuse, or a manufacturer's defect in equipment that Provider did not procure.

2.3 Third-Party Platforms and Dependencies

In delivering the Services, Provider may rely on software publishers, cloud hosts, carriers, hardware manufacturers, distributors, and other outside providers. Client understands that those outside providers operate under their own service terms, product limitations, support policies, and availability commitments. Provider is responsible for its own decisions and conduct in managing the Services, but Provider does not guarantee the performance of any third-party product or service and is not responsible for outages, feature changes, licensing changes, pricing changes, security incidents, or discontinuation attributable to a third-party provider, except to the extent directly caused by Provider's own failure to exercise reasonable care in selecting or administering that dependency.

2.4 Microsoft Ecosystem

When Provider configures, deploys, or manages any Microsoft product (including the Microsoft 365 family and Azure cloud services), Client recognizes that Microsoft Corporation is a third-party beneficiary of the relevant Microsoft license terms. Client commits to honoring every applicable Microsoft license, usage policy, and end-user agreement. Provider's responsibility is limited to the setup, optimization, and ongoing management of these products and does not encompass guarantees about Microsoft's own availability, feature roadmap, or service-level commitments.

2.5 Service Level Framework

Provider's response times, service availability targets, and escalation procedures for each Engagement are set forth in the applicable Engagement documentation or Statement of Work. Where no specific service levels have been agreed in writing, Provider will use commercially reasonable efforts to deliver the Services during its standard business hours. Any service level remedies are limited to service credits as specified in the applicable Engagement documentation and do not expand Provider's liability beyond the limits established in Article 8.

2.6 Backup and Data Recovery

Where backup or data-recovery services are included in an Engagement, Provider will implement and manage backup processes as described in the applicable Engagement documentation. Client acknowledges that: (i) no backup solution eliminates all risk of data loss; (ii) Provider's backup services do not constitute a guarantee of successful data recovery in all circumstances; (iii) recovery time and recovery point objectives, where specified, are targets rather than warranties; and (iv) Provider is not responsible for data loss caused by Client's failure to report system issues promptly, hardware failure outside Provider's oversight, or Uncontrollable Events. Client retains the independent obligation to maintain its own data backups where business-critical continuity is required.

2.7 Use of Automated and AI-Assisted Tools

In delivering the Services, Provider may employ automation scripts, AI-assisted diagnostic tools, machine-learning platforms, and similar technologies to improve efficiency, accuracy, and service quality. Provider exercises professional judgment in selecting and supervising these tools and does not use AI-assisted tools to make final decisions on matters that materially affect Client without human review where such review is practicable. Client Data processed through AI-assisted tools is handled in accordance with the confidentiality obligations in Article 5 and any applicable Data Processing Agreement. Provider will disclose its use of specific AI tools upon Client's reasonable written request.

Article 3 — Billing and Payment

3.1 How Fees Are Determined

The Fees for each Engagement are communicated to Client through Provider's proposals, invoices, rate cards, or other written pricing documentation. Recurring managed-services Fees are billed seven business days in advance. Project work and ad-hoc requests are billed upon completion or at interim milestones, as circumstances warrant.

3.2 When Payment Is Due

Every invoice is due within thirty (30) calendar days of its date. All monthly recurring services require ACH bank information to be stored on file for automatic payment (AutoPay) on the 1st of the month. Client may pay by ACH, direct deposit, other bank intermediaries (such as Zelle). Credit card payments are accepted only by prior written approval. All amounts are denominated in United States dollars.

3.3 Consequences of Late Payment

Any undisputed amount not received by the due date may accrue a late charge at the lesser of: (a) one percent (1.0%) per month, or (b) the highest amount permitted under applicable law, calculated from the due date until paid in full. Client will also reimburse Provider for reasonable costs of collection for amounts that remain unpaid after written notice and a reasonable opportunity to cure.

3.4 Price Changes

Provider may revise its recurring pricing by giving Client at least thirty (30) days' advance written notice. Should the proposed increase exceed ten percent (10%) on an annualized basis compared to Client's then-current rates, Client may opt out of the increase by terminating the affected Engagement within fifteen (15) days of receiving the notice; that termination takes effect at the close of Client's current billing cycle, and Client owes no penalty.

3.5 Taxes and Government Charges

Fees quoted by Provider do not include sales tax, use tax, excise tax, VAT, or any other governmental levy (aside from taxes assessed on Provider's own net income). Client is responsible for all such amounts and will reimburse Provider for any that Provider is obligated to collect or remit.

3.6 Contesting an Invoice

A Client who believes an invoice contains an error must: (i) pay the portion not in dispute by the normal due date; (ii) send Provider a written explanation of the disputed charges within fifteen (15) days of the invoice date; and (iii) work cooperatively with Provider to settle the matter. Failing to raise a dispute within the fifteen-day window is treated as acceptance of the invoice as correct.

3.7 Service Suspension for Outstanding Balances

If any undisputed amount remains overdue by more than fifteen (15) days, Provider may pause the affected Services after giving Client five (5) business days' written warning. Provider resumes service once every outstanding balance — plus accrued finance charges — is settled. A suspension under this Section does not reduce Client's obligation to pay, and Provider bears no responsibility for consequences that flow from a properly noticed suspension.

Article 4 — Duration and Ending the Agreement

4.1 Ongoing Relationship

This Agreement takes effect on the date Client first triggers acceptance (as described in the Notice Regarding Acceptance above) and remains in force on a month-to-month basis until one of the Parties ends it pursuant to this Article.

4.2 Ending Without Cause

Either Party may walk away from this Agreement — or from a specific Engagement — by delivering at least thirty (30) days' written notice to the other Party. The termination becomes effective at the end of the calendar month that follows the month in which proper notice was received.

4.3 Ending for Serious Reasons

Either Party may end this Agreement immediately by written notice if the other Party:

Materially fails to honor a significant obligation under this Agreement and does not correct the failure within thirty (30) days after receiving written notice identifying the problem.
Files for bankruptcy, seeks reorganization under any insolvency law, assigns assets for the benefit of creditors, or has a receiver appointed over a significant portion of its property.
Stops operating in the normal course of business.
Acts in a manner that the notifying Party reasonably concludes creates a meaningful threat to the other Party's technology environment, data, or professional standing.

4.4 What Happens When It Ends

Regardless of the reason for termination:

Provider stops performing Services as of the termination date and issues a final invoice for work completed and costs incurred through that date.
Client pays all outstanding amounts within thirty (30) days after termination becomes effective.
Each Party returns or, at the other Party's choice, destroys the other's Non-Public Business Information within thirty (30) days, except where a law or regulation mandates retention.
Provider keeps Client Data accessible for download in a standard format for sixty (60) days post-termination. After that window closes, Provider may purge Client Data without further obligation.
Provider cooperates in good faith with any successor IT provider to facilitate an orderly handoff, billing such transition work at rates not to exceed Provider's then-current standard hourly rates as published in Provider's most recent rate card furnished to Client.

4.5 Provisions That Outlast Termination

The following survive termination: Article 1 (Key Terms), any unpaid Fee obligations under Article 3, confidentiality obligations (Article 5), intellectual-property rights (Article 6), limitations on liability (Article 8), mutual defense obligations (Article 9), insurance provisions to the extent claims remain open (Article 10), the dispute-resolution framework (Article 11), the non-solicitation covenant (Section 12.5), and every general provision in Article 13, along with any other clause that by its plain meaning should endure beyond the end of the business relationship.

Article 5 — Protecting Sensitive Information

5.1 Handling Obligations

Whenever one Party ("Recipient") obtains Non-Public Business Information from the other ("Discloser"), the Recipient must: (i) safeguard that information with at least the same vigilance it applies to its own sensitive materials, and never less than what a prudent business would consider adequate; (ii) limit its use of the information strictly to fulfilling its role under this Agreement; (iii) share the information only with those of its own people — employees, subcontractors, or professional advisors — who genuinely need it and who are already bound by comparable secrecy duties; and (iv) refrain from disclosing it to anyone else without the Discloser's prior written consent.

5.2 Court-Ordered Disclosure

If a court, regulatory agency, or legal process compels the Recipient to hand over the Discloser's information, the Recipient will, to the extent the law allows, alert the Discloser promptly so the Discloser has a chance to seek a protective order. The Recipient discloses only what the legal mandate requires.

5.3 Emergency Court Relief

Both Parties recognize that leaking the other's sensitive information could inflict damage that no sum of money fully repairs. Either Party may therefore seek an immediate injunction or similar equitable remedy from any court with jurisdiction — without posting a bond — to halt or prevent unauthorized disclosure, in addition to pursuing damages.

5.4 How Long These Duties Last

The obligations described in this Article remain effective for three (3) years after the Agreement ends. For any information that meets the legal threshold of a trade secret under California or federal law, the duty of confidentiality persists for as long as that trade-secret status is maintained.

5.5 Security Incident Notification

If Provider discovers or reasonably suspects that a security incident has resulted in unauthorized access to, or disclosure of, Client Data under Provider's control, Provider will: (i) notify Client in writing within seventy-two (72) hours of confirming the incident, or sooner where legally required; (ii) provide Client with a summary of known facts, the categories of data potentially affected, and the corrective steps Provider has taken or is taking; and (iii) cooperate with Client's reasonable investigation efforts, at Provider's own expense for incidents attributable to Provider's own systems or personnel.

Client will notify Provider promptly — and in any event within twenty-four (24) hours — if Client discovers or reasonably suspects a security incident affecting any system to which Provider has access or that is within the scope of Provider's Services, and will cooperate with Provider's containment and remediation efforts.

Article 6 — Ownership of Work and Ideas

6.1 Provider's Pre-Existing and Ongoing Toolkit

Every component of the Provider Tools belongs to Provider and will continue to belong to Provider. Nothing in this Agreement shifts ownership of any Provider Tool to Client. Where Provider embeds a Provider Tool into something it delivers to Client, Client receives a limited, non-exclusive, non-transferable, royalty-free right to use that embedded element solely in connection with Client's authorized use of the deliverable, for as long as this Agreement and its surviving provisions remain in effect.

6.2 Client's Own Property

Client keeps full ownership of Client Data and anything Client independently created before handing it to Provider. Client authorizes Provider to access, copy, and adapt Client Data and Client-furnished materials only to the degree necessary for Provider to carry out the Services.

6.3 Custom Deliverables

Any configuration, custom script, documentation, or other work product that Provider builds specifically for Client in the course of an Engagement ("Custom Work") is owned by Provider. Once Client has paid every related Fee in full, Provider grants Client a perpetual, non-exclusive, non-transferable (except in connection with a permitted assignment under Section 13.6), royalty-free license to use the Custom Work within Client's own operations. Custom Work does not include Provider Tools, even when Provider Tools are incorporated into or used alongside the Custom Work.

6.4 Ideas and Suggestions

If Client offers suggestions, feature requests, or other improvement ideas relating to the Services or Provider Tools, Provider may act on those ideas freely — incorporating them into its products, sharing them, or commercializing them — without needing Client's permission or owing Client any compensation. Client transfers to Provider all rights it may hold in any such suggestions.

Article 7 — Client's Responsibilities

7.1 Active Participation

Provider's capacity to deliver effective results depends on Client's engagement and cooperation. Client is expected to: (i) appoint a primary liaison who can make decisions, grant approvals, and answer questions on Client's behalf; (ii) furnish accurate and timely information, files, and access whenever Provider requests them; and (iii) make relevant personnel available for meetings, training, and project milestones as reasonably needed.

Client must supply Provider with whatever administrative passwords, remote-access connections, and physical-site entry it needs to do its job. Provider retains the right to hold administrative credentials for the Client Infrastructure as long as the Engagement is active. Client agrees not to change or revoke those credentials without giving Provider advance written notice, except where Client reasonably determines that an immediate credential change is necessary to respond to a bona fide security threat, in which case Client will notify Provider as soon as practicable after making the change. If Client modifies credentials without notice or justification and that disruption hampers the Services, Provider is not at fault for any resulting degradation, and any remediation effort will be billed at Provider's standard rates.

7.3 Keeping Systems Up to Standard

Provider will periodically communicate baseline requirements for Client's hardware, software, and network components. If the Client Infrastructure drops below those baselines and the gap meaningfully impairs Provider's work, Provider may either pause the impacted Services until Client remedies the shortfall or continue on a best-effort basis without accountability for diminished performance caused by the deficient components.

7.4 Following the Rules

Client and every Authorized User must abide by the Acceptable Use Policy contained in the Terms and Conditions. Client bears responsibility for the actions and omissions of its Authorized Users and must ensure each one reads and agrees to the policy before accessing the Services.

7.5 Regulatory Awareness

Client — not Provider — decides which legal and regulatory regimes govern Client's business and its use of the Services. If Client operates in a regulated field (healthcare, defense contracting, financial services, or similar), Client must tell Provider in writing about any specialized obligations that affect how Provider should deliver the Services. Provider will make commercially reasonable efforts to support Client's compliance posture as reflected in the Data Processing section of the Terms and Conditions, but Provider does not certify or guarantee that Client is compliant with any particular regulatory scheme.

7.6 Client's Insurance

Throughout the life of this Agreement and for twelve (12) months thereafter, Client must carry, at minimum: (i) commercial general liability coverage with per-occurrence limits of at least One Million Dollars ($1,000,000); and (ii) workers' compensation coverage in the amounts required by law. Provider may ask to see certificates proving this coverage at any time.

7.7 Software Licensing Compliance

Client represents and warrants that all software operating within the Client Infrastructure — whether installed on hardware, running in cloud environments, or accessed by Authorized Users in connection with the Services — is properly licensed under valid agreements with the applicable software publisher. Client is solely responsible for maintaining software license compliance across its environment. Provider is not responsible for auditing Client's license compliance, and any fines, penalties, or third-party claims arising from Client's use of unlicensed or improperly licensed software are Client's sole responsibility. Client will promptly notify Provider if it becomes aware of any unlicensed software operating in its environment that may affect Provider's ability to deliver the Services.

Article 8 — Promises, Disclaimers, and Liability Limits

8.1 What Provider Stands Behind

Provider makes the following commitments: (i) it is legally authorized to enter into and carry out this Agreement; (ii) the Services will be performed with the skill and diligence expected of a competent managed-IT-services firm; (iii) Provider will assign qualified personnel to each Engagement; and (iv) Provider will comply with laws that apply to its own business operations.

8.2 What Client Stands Behind

Client makes the following commitments: (i) it is legally authorized to enter into and carry out this Agreement; (ii) its use of the Services will not break any law or infringe any third party's rights; (iii) it holds every consent, license, and authorization needed to share Client Data with Provider and to allow Provider to handle it as this Agreement contemplates; and (iv) Client Data will not contain material that is illegal, defamatory, or harmful.

8.3 Disclaimer of Additional Warranties

BEYOND THE SPECIFIC COMMITMENTS LISTED IN SECTIONS 8.1 AND 8.2, PROVIDER OFFERS NO WARRANTIES OF ANY KIND — EXPRESS, IMPLIED, OR STATUTORY. PROVIDER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC USE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION. TECHNOLOGY SERVICES ARE DELIVERED OVER THE PUBLIC INTERNET AND THROUGH THIRD-PARTY INFRASTRUCTURE THAT PROVIDER DOES NOT OWN OR CONTROL, AND PROVIDER CANNOT GUARANTEE THAT TRANSMISSIONS WILL BE ERROR-FREE OR THAT STORED DATA WILL BE IMMUNE FROM EVERY CONCEIVABLE THREAT.

8.4 Ceiling on Financial Exposure

EXCEPT WHERE A PARTY HAS BREACHED ITS CONFIDENTIALITY DUTIES (ARTICLE 5), WHERE A PARTY'S DEFENSE OBLIGATIONS UNDER ARTICLE 9 ARE TRIGGERED, OR WHERE HARM RESULTED FROM A PARTY'S DELIBERATE WRONGDOING OR RECKLESSNESS, NEITHER PARTY'S TOTAL FINANCIAL EXPOSURE TO THE OTHER UNDER THIS AGREEMENT — REGARDLESS OF LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER BASIS) — WILL EXCEED THE AGGREGATE FEES THAT CLIENT ACTUALLY PAID TO PROVIDER OVER THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE INCIDENT THAT SPARKED THE CLAIM.

8.5 No Recovery of Indirect Losses

UNDER NO CIRCUMSTANCES WILL EITHER PARTY OWE THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, DIMINISHED GOODWILL, INABILITY TO USE SYSTEMS, COSTS OF PROCURING REPLACEMENT SERVICES, OR INTERRUPTED BUSINESS OPERATIONS — REGARDLESS OF WHETHER THE PARTY WAS TOLD THAT SUCH LOSSES MIGHT OCCUR.

8.6 Why These Limits Matter

The pricing structure embedded in this Agreement was designed around these risk allocations. Provider would not offer its services at the agreed Fees without them. These limits apply even if a court finds that a particular limited remedy has failed of its essential purpose.

Article 9 — Mutual Defense Obligations

9.1 Provider's Duty to Defend Client

Provider will step in to defend, indemnify, and hold harmless Client (together with Client's officers, directors, and employees) against any third-party lawsuit, demand, or proceeding — and will cover associated damages, settlements, and reasonable legal costs — where the claim arises from: (i) Provider's negligence, reckless, or intentional misconduct in carrying out the Services; (ii) an allegation that Provider's own proprietary tools infringe a valid U.S. patent, copyright, or trade secret held by a third party; or (iii) a material failure by Provider to honor its data-protection or confidentiality commitments under this Agreement.

9.2 Client's Duty to Defend Provider

Client will step in to defend, indemnify, and hold harmless Provider (together with Provider's officers, managers, members, and employees) against any third-party lawsuit, demand, or proceeding — and will cover associated damages, settlements, and reasonable legal costs — where the claim arises from: (i) Client's use of the Services in a manner that violates this Agreement or the law; (ii) Client Data or Client-supplied content that infringes someone else's intellectual-property rights or violates applicable law; (iii) Client's failure to meet its regulatory-awareness obligations under Section 7.5; or (iv) the negligent or willful acts or omissions of Client's employees, contractors, or Authorized Users in connection with the Services.

9.3 How the Defense Process Works

The Party requesting protection must: (i) notify the defending Party in writing reasonably promptly after learning of the claim (though a delayed notice only reduces the defending Party's obligation to the extent the delay actually caused prejudice); (ii) hand the defending Party sole authority over the litigation strategy and settlement negotiations; and (iii) provide reasonable assistance at the defending Party's expense. The defending Party will not agree to any settlement that imposes obligations on, or requires admissions from, the protected Party without that Party's written consent, which it will not unreasonably refuse.

Article 10 — Insurance

10.1 Minimum Coverage

During the term of this Agreement, Provider will maintain commercially reasonable insurance coverage customary for a managed technology services provider of similar size and scope, including general liability, workers' compensation where required by law, and professional liability/errors-and-omissions coverage.

10.2 Proof of Coverage

Upon written request, Provider will provide certificates of insurance evidencing such coverage.

10.3 Effect of Coverage

Insurance is maintained as a risk-management measure only and does not expand or reduce either Party's rights, obligations, or liability limitations under this Agreement.

Article 11 — Resolving Disagreements

11.1 Informal Resolution First

Before initiating arbitration or court proceedings other than emergency injunctive relief, a Party must send written notice describing the dispute in reasonable detail. The Parties will then attempt in good faith to resolve the matter through business-level discussions for at least thirty (30) days.

11.2 Mediation

If the dispute is not resolved through direct discussions, either Party may request confidential mediation in Los Angeles County, California, administered by a mutually acceptable mediator or, if the Parties cannot agree, through the American Arbitration Association.

11.3 Arbitration

If mediation does not resolve the dispute, it will be finally resolved by binding arbitration before one arbitrator in Los Angeles County, California, under the commercial arbitration rules of the American Arbitration Association then in effect, except that either Party may seek temporary injunctive relief from a court of competent jurisdiction to prevent immediate and irreparable harm. Each Party waives any right to commence or participate in any class action, collective action, or representative proceeding against the other Party relating to this Agreement. Any dispute resolution proceeding will be conducted solely on an individual basis and not in a class, consolidated, or representative fashion.

11.4 Right to Seek Emergency Court Action

Nothing in this Article prevents either Party from going directly to court for a temporary restraining order or preliminary injunction to stop imminent, irreparable harm — particularly to enforce the confidentiality and intellectual-property protections of this Agreement — without first completing negotiation, mediation, or arbitration, and without posting a bond. Filing such an application does not waive the right to arbitrate the underlying dispute.

11.5 Governing Law and Forum

California law governs this Agreement without reference to conflict-of-laws principles that would import another state's rules. To the extent any court proceeding is authorized under this Article, the Parties consent to exclusive jurisdiction in the state and federal courts sitting in Los Angeles County, California.

11.6 Jury Waiver

BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING FROM OR CONNECTED TO THIS AGREEMENT, TO THE MAXIMUM EXTENT THAT APPLICABLE LAW PERMITS.

11.7 Legal Fees to the Winner

In any proceeding to enforce or interpret this Agreement, the prevailing Party recovers its reasonable attorneys' fees, court costs, and related expenses from the losing Party, on top of any other relief the tribunal awards.

Article 12 — Additional Commitments

12.1 Corporate Standing

Each Party confirms that it is properly organized, in good standing in its home jurisdiction, and possesses all authority necessary to enter into and perform under this Agreement.

12.2 Independent Businesses

Provider operates as an independent contractor. This Agreement does not make the Parties partners, joint venturers, co-employers, or agents of one another. Provider decides how and when to perform the work, subject to the specifics of each Engagement. Provider's staff are not Client's employees and have no entitlement to Client's benefits. Each Party handles its own payroll taxes and withholding.

12.3 Use of Subcontractors

Provider may bring in qualified subcontractors for portions of the work. Provider remains accountable for those subcontractors' output as if Provider performed the work directly. Every subcontractor will be subject to confidentiality and data-handling restrictions no less rigorous than those in this Agreement.

12.4 Public Communications

Neither Party will knowingly publish a false statement of fact about the other Party that is intended to damage the other Party's business reputation in connection with this Agreement or the services provided under it. This Section does not restrict truthful statements, statements of opinion, statements required by law, or disclosures reasonably necessary to enforce a Party's rights under this Agreement.

12.5 Limited Employee Solicitation

During the term of this Agreement and for twelve (12) months after its termination, neither Party will knowingly target for employment any employee of the other Party who was materially involved in the services relationship during the six (6) months preceding the solicitation. If a Party violates this Section, the non-breaching Party will be entitled to recover a reasonable placement-replacement fee equal to six (6) months of the hired individual's base compensation at the time of departure, which the Parties agree is a fair estimate of recruiting and transition costs and not a penalty.

This restriction does not prohibit general advertising not specifically directed at the other Party's personnel, or the hiring of any person who responds to such general advertising without prior targeted outreach.

Article 13 — Administrative and General Provisions

13.1 How to Send Notices

Formal notices under this Agreement must be written and are considered delivered when: (i) handed to the recipient in person; (ii) sent via certified or registered U.S. mail (return receipt requested); (iii) dispatched through a recognized overnight courier; or (iv) sent by email to an address designated by the recipient for notices under this Agreement, effective upon dispatch unless the sender receives an automated non-delivery notification within twenty-four (24) hours. Notices go to the addresses shown in the Provider Information Contact block at the end of this Agreement, or to an updated address that a Party designates in writing.

13.2 Entire Agreement

This Agreement, combined with the Terms and Conditions and any written Engagement documentation, represents the complete understanding between the Parties on the subject. It supersedes all earlier agreements, proposals, conversations, and understandings, whether spoken or written. In the event of a conflict among these documents, the order of precedence is: (1) the applicable Engagement documentation, (2) this Agreement, and (3) the Terms and Conditions.

13.3 Changes to This Agreement

Amendments to this Agreement must be in writing and signed (physically or electronically) by an authorized representative of each Party, with an express reference to this Agreement and identification of the provisions being changed. Provider may update the Terms and Conditions upon thirty (30) days' written notice; Client's continued use of the Services after the effective date of the update signifies acceptance.

13.4 No Implied Waivers

Letting a breach slide once does not forfeit the right to enforce the same provision later. Waivers are effective only when reduced to writing and signed by the Party granting the waiver.

13.5 Saving Clause

If a court strikes down or limits any part of this Agreement, the rest continues in full force. The Parties will negotiate a replacement provision that preserves, as closely as possible, the commercial intent of the invalidated clause.

13.6 Transfer and Assignment

Neither Party may hand off this Agreement to someone else without the other's written permission, which will not be unreasonably withheld. Exception: either Party may assign the Agreement — without needing consent — as part of a merger, acquisition, reorganization, or sale of substantially all its assets, provided the new party agrees in writing to honor these terms. An assignment made without proper authorization is void.

13.7 Uncontrollable Events

Neither Party is liable for delays or failures in performance (other than payment) caused by Uncontrollable Events. The affected Party must: (i) notify the other Party promptly; (ii) take reasonable steps to limit the disruption; and (iii) resume normal performance as soon as feasible. If an Uncontrollable Event persists for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice, with no further liability aside from any outstanding payment obligations.

13.8 Electronic Signatures and Counterparts

This Agreement may be signed in multiple copies, each treated as an original. Signatures transmitted electronically — including via PDF, Foxit, DocuSign, or equivalent platforms — are as binding as wet-ink signatures.

13.9 No Third-Party Beneficiaries

Apart from the Microsoft beneficiary rights described in Section 2.4, no individual or entity that is not a Party to this Agreement acquires any rights or remedies under it.

13.10 Interpretation

The Parties have each had the opportunity to review and negotiate this Agreement. Accordingly, this Agreement will be interpreted according to its plain meaning and not strictly for or against either Party based on authorship. Headings are included for convenience only and do not control interpretation. The terms "including" and "includes" mean "including without limitation."

Provider Contact Information

All notices, inquiries, and correspondence under this Agreement should be directed to:

Neuron Computer Services, LLC 453 S Spring St, Ste 400, PMB 437 Los Angeles, California 90013 Phone: (909) 418-1410 Email: info@neuroncomputers.com