Master Sales Agreement

Version V20260325 · Last Updated: March 25, 2026

This Master Sales Agreement ("Agreement") is entered into by and between Prime Vector Technologies, LLC ("PVT"), a Colorado Limited Liability Company having its principal place of business at Fort Collins, Colorado, and the client ("Client"), effective as of the date on which Client accepts a PVT Statement of Work or Quote.

WHEREAS, PVT will provide products and/or services to Client in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, PVT and Client, who may herein also be collectively referred to as the "Parties" or each as a "Party," agree as follows:

1. Scope

PVT, as requested by Client, will provide Client with Statement(s) of Work ("SOW") and/or Quotation(s) ("Quote") that will outline the description, pricing, and terms of the products and/or services that Client will procure from PVT. Each SOW or Quote accepted by Client is hereby incorporated into the terms and conditions of this Agreement. Additional terms specific to the product and/or service to be provided will be detailed in each SOW or Quote.

In the event of a conflict between this Agreement and any SOW or Quote, the terms of the SOW or Quote shall control with respect to the services or products described therein, except that the SOW or Quote may not limit or reduce PVT's obligations under Sections 7 (Confidentiality), 8 (Data Handling and Security), or 10 (Limitation of Liability) without express written agreement signed by both Parties.

2. Effective Date and Term

This Agreement shall commence on the date set forth above, and shall remain in effect for as long as any SOW or Quote is effective hereunder, until terminated by either Party per the terms of Section 9 of this Agreement.

3. Products and Services

3.1 Managed Services

PVT offers managed cybersecurity and IT services on a monthly recurring basis. Managed services engagements are governed by this Agreement and the applicable SOW, which will specify:

• Service tier and scope
• Devices, systems, or environments under management
• Monthly recurring fees
• Onboarding fees and timeline
• Service level commitments per Section 6

Managed services are billed monthly in advance. Service tier changes require 30 days written notice and take effect at the start of the following billing cycle.

3.2 Professional Services

PVT offers professional services engagements for security assessments, firewall migration, network security implementation, incident response, and related project work. Professional services are scoped, quoted, and delivered per the applicable SOW or Quote, which will specify:

• Scope of work and deliverables
• Engagement model (Time & Materials or Firm Fixed Price)
• Pricing and billing schedule
• Project timeline and milestones

3.3 Developed Work Products: Assignment of Rights

Upon full payment by Client of amounts owed to PVT under any SOW, PVT shall assign to Client any and all rights, title, and interest, including without limitation any copyright and other intellectual property rights, in all deliverable work product identified in and developed under such SOW ("Deliverables"), but excluding: (a) all third-party works and products incorporated or embedded in the Deliverables; (b) PVT's pre-existing tools, methodologies, templates, and frameworks used in the creation of the Deliverables; and (c) any general knowledge, skills, or experience gained by PVT in performing the services.

PVT retains a non-exclusive, royalty-free license to use any general methodologies, techniques, and know-how developed during the engagement for other clients, provided that no Client confidential information is disclosed.

3.4 Product, Software, and OEM Support Purchases

All product, software, and OEM support and maintenance purchased by Client from PVT shall be for Client's internal use only, unless otherwise approved in writing by PVT and the applicable OEM. Such purchases shall be subject to the terms and conditions provided on the PVT Quote or at time of delivery, including any end-user license agreements, subscription agreements, or other end-user agreements (collectively, "EULA").

All software licensing purchases will auto-renew at the then-current rate unless: (a) a fixed term is specified on the Quote; or (b) Client provides written notice of non-renewal at least 60 days prior to the renewal date.

Once a Quote for product, software, or OEM support and maintenance has been accepted by Client, the purchase is non-cancellable and non-refundable unless cancellation or return is pre-approved by PVT and the applicable OEM.

The EULA for any third-party product shall be solely between Client and the licensor of the third-party product. Client agrees to comply with the terms of any applicable EULA, and Client shall be fully liable for any violation of the applicable EULA.

3.5 Warranty for PVT Services

PVT warrants that the services provided under this Agreement shall be performed by qualified and experienced personnel and will be of the kind and quality to meet the specifications described in the applicable SOW or Quote.

3.6 Warranty of Third-Party Product

PVT does not make any representations or warranties, express, implied, or otherwise, regarding any third-party product. Client expressly acknowledges and agrees that its use of a third-party product is at Client's sole risk and that third-party products are supplied by PVT "as is" and without warranty of any kind from PVT, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or noninfringement.

3.7 Client Property

PVT shall exercise all due care with regard to all Client property under the control of or being used by PVT in performance of this Agreement, and shall identify, maintain appropriate records, verify, protect, and safeguard such property. If any Client property is lost, damaged, or otherwise found to be unsuitable for use while under the control of PVT, PVT shall make a timely report to the Client and shall negotiate with Client, in good faith, an appropriate resolution.

4. Client Obligations

4.1 Payment and Taxes

Client shall pay all undisputed amounts invoiced by PVT without right of set-off within thirty (30) days of the date of the invoice ("Net 30"). These terms supersede any conflicting terms on Client purchase orders.

In the event Client disputes any invoice, Client shall: (a) pay all undisputed portions as provided herein; and (b) notify PVT in writing within five (5) days of receipt of the invoice, specifying the amount disputed and the reasons for such dispute. The Parties shall cooperate in good faith to resolve such dispute. Client shall pay any amounts determined to be owed within five (5) days of resolution.

If Client has not paid invoices within thirty (30) days of receipt for three (3) consecutive months, interest may accrue retroactive to the first late or unpaid invoice at the rate of one and one-half percent (1.5%) per month.

The charges by PVT under this Agreement do not include taxes or duties. If PVT is required to pay or collect any federal, state, local, or similar taxes or duties based on services and/or products provided, such taxes shall be invoiced to Client. This requirement shall not apply to taxes based on PVT's income.

Client agrees to reimburse PVT for any and all costs and expenses, including reasonable attorneys' fees, incurred by PVT in connection with the collection of amounts payable by Client which are not paid when due.

4.2 Cooperation

Client agrees that where participation by its own staff is necessary in PVT's provision of services, such staff shall possess appropriate skill, experience, and authority for the tasks assigned, and shall be available at such times as are agreed by the Parties. Client agrees to designate a member of its staff who shall have the authority to represent Client on all matters relating to the services.

4.3 Environment and Facilities

As applicable to the services rendered by PVT, Client will provide PVT with:

1. A safe and suitable environment in which to perform services;
2. Use of data communications and telecommunication facilities as reasonably necessary to perform the services;
3. Remote access to managed devices and systems as necessary for PVT to perform monitoring, management, and support services;
4. The right, under Client's license or agreement with each third-party licensor of software utilized by Client and relating to the applicable SOW or Quote, for PVT to perform its services with respect to such software.

Client shall indemnify and hold harmless PVT from all costs, claims, expenses, damages, and/or liability that PVT incurs as a result of any failure by Client to provide the rights referenced in this section.

4.4 Grant of License

As required, Client shall grant to PVT a non-exclusive, royalty-free limited license during the term of this Agreement to use, reproduce, distribute, display, perform, encode, and transmit Client communications, data, and Client intellectual property for the sole purpose of providing services hereunder.

4.5 Invoicing

PVT shall invoice Client on such terms and schedules as shall be described in the SOW or Quote. Each invoice will identify the services or products provided. PVT will invoice Client for all other direct, non-labor charges for reasonable expenses incurred by PVT and pre-approved by Client. Such charges may include travel, lodging, automobile rental, meals, shipping, and materials required to perform the services.

5. General Terms and Conditions

5.1 Relationship of Parties

In performing this Agreement, PVT is acting as an independent contractor and not as an employee or agent of Client. Each Party agrees that there is no relationship of agency, partnership, joint venture, or employment between the Parties, and that neither has authority to assume or create any obligation on behalf of or in the name of the other Party.

5.2 Assignment

No Party shall transfer or assign any or all of its rights or interests under this Agreement or delegate any of its obligations without prior written consent of the other Party; provided, however, that PVT may transfer or assign its rights, interests, or obligations to any of PVT's divisions, subsidiaries, or affiliates without prior written consent of Client. A change of control or ownership of either Party shall not be deemed an assignment.

5.3 Limitations of Liability

Except for liability for infringement as may be described elsewhere in this Agreement, the entire liability of PVT to Client, whether in contract, tort, strict liability, or otherwise, with respect to any SOW or Quote shall not exceed the amount paid by Client under the relevant SOW or Quote which gave rise to the liability.

5.4 Force Majeure

Neither Party shall be liable to the other for any loss, injury, delay, or damage suffered due to causes beyond such Party's control, including but not limited to acts of God, strikes, war, sabotage, internet outages, third-party service provider failures, and any other causes which cannot be controlled by such Party.

Notwithstanding the foregoing, the provisions of this Section shall not operate to excuse Client from any payment obligations required by this Agreement when due.

5.5 Waiver and Time Limitations

The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for indemnification or breach of either Party's intellectual property or confidentiality rights, no action arising out of this Agreement may be brought by either Party more than two (2) years after the cause of action has been discovered.

5.6 No Solicitation of Employees

During the term of this Agreement and for twelve (12) months from its effective date of termination, neither Party will solicit for employment any employee or contractor of the other who was directly involved in the services performed hereunder. Remedy for violation may include direct and indirect damages due to lost revenue, hiring and training of replacement personnel, related attorney fees, and court costs.

5.7 Export Control

Each Party shall retain responsibility for its compliance with all applicable export control laws and economic sanctions programs relating to its respective business, facilities, and the provision of services to third parties.

5.8 Public Disclosures

All media releases, public announcements, and public disclosures by either Party relating to this Agreement, including promotional or marketing material, but not including announcements intended solely for internal distribution or disclosures required to meet legal or regulatory requirements, shall be coordinated with and approved by the other Party prior to release.

Notwithstanding the foregoing, PVT may list Client as a client of PVT and describe in general terms the services and/or products provided under this Agreement in proposals, websites, case studies, and other marketing materials.

6. Service Level Agreement (Managed Services)

This Section applies only to managed services engagements governed by a SOW under this Agreement.

6.1 Service Scope

PVT provides managed detection, monitoring, and notification services as described in the applicable SOW. PVT's managed services include automated threat detection with human analyst verification, security event correlation, alert triage, initial analysis, and notification to Client.

PVT's base managed services do not include full incident response, digital forensics, malware analysis, breach remediation, or system recovery. These services may be engaged through a separate SOW.

6.2 Monitoring Availability

PVT will maintain 24x7x365 monitoring of all managed Client devices with a target availability of 99.9% for monitoring systems.

6.3 Acknowledgment and Notification Times

"Initial acknowledgment" means PVT has identified the event, assigned a severity level, and begun triage. "Notification" means PVT has communicated the event details and initial analysis to Client. These timeframes do not represent remediation or resolution commitments.

6.4 SLA Credits

If PVT fails to meet the monitoring availability target of 99.9% in any calendar month, Client is entitled to a service credit of 5% of that month's managed services invoice for each full 0.1% below the target, up to a maximum credit of 25% of that month's managed services invoice. Credits must be requested in writing within 15 days of the affected month's end.

7. Confidentiality

7.1 Confidential Information

In the course of performing services, either Party (the "Disclosing Party") may disclose to the other Party (the "Receiving Party") software, methodologies, trade secrets, confidential information, and proprietary information ("Proprietary Materials") that may or may not be licensed under separate agreements.

7.2 Obligations

The Receiving Party agrees to: (a) safeguard and keep confidential the Proprietary Materials; (b) use Proprietary Materials only internally in the course of the Receiving Party's business as it relates to this Agreement; (c) limit access to Proprietary Materials to employees and contractors whose access is necessary for performance under this Agreement and who are bound by confidentiality obligations at least as protective as those herein; (d) not provide access to the Disclosing Party's Proprietary Materials to any third party unless such third party has a need to know in connection with performance under this Agreement and has signed a confidentiality agreement with the Disclosing Party.

7.3 Exceptions

Proprietary Materials do not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Proprietary Materials; (d) is disclosed pursuant to legal requirement, provided the Disclosing Party is given reasonable notice and opportunity to contest.

7.4 Return of Information

Upon termination of this Agreement, each Party will return or destroy all Proprietary Materials of the other Party within thirty (30) days, except as required for legal or regulatory compliance.

8. Data Handling and Security

8.1 Client Data

PVT will handle all Client data (including device configurations, logs, network information, and endpoint telemetry) in accordance with industry best practices and applicable regulations. PVT will not access Client data except as necessary to perform the services described in this Agreement and the applicable SOW.

8.2 Configuration Backups

For managed services engagements, PVT will maintain nightly configuration backups for all managed devices. Backups are retained for a minimum of 90 days. Client may request backup copies at any time.

8.3 Log Retention

PVT will retain logs from managed devices for a minimum of 12 months. Extended retention periods may be arranged at additional cost per a separate SOW or Quote.

8.4 Security Event Notification

PVT will notify Client of any confirmed security event affecting Client systems within the timeframes defined in Section 6.3. Notification will include:

• Event classification and severity level
• Affected systems and scope of impact (as known at time of notification)
• Initial analysis and indicators of compromise
• Recommended actions for containment and remediation

PVT will provide a written event summary within five (5) business days of event closure. PVT's responsibility under this section is limited to detection, analysis, notification, and recommendation. Containment, remediation, recovery, forensic investigation, and regulatory notification are the responsibility of Client unless separately engaged under a dedicated incident response SOW.

8.5 PVT Infrastructure Security

PVT will maintain reasonable security controls on its own infrastructure used to deliver services, including but not limited to: access controls, encryption in transit and at rest, multi-factor authentication, and regular security assessments.

9. Termination

9.1 Insolvency or Bankruptcy

In the event of insolvency of either Party, the filing of a petition in bankruptcy by or against either Party (which has not been dismissed within 60 days), the appointment of a receiver, or assignment for the benefit of creditors, the other Party may terminate this Agreement or any SOW or Quote, refuse to provide or suspend services, and exercise any other rights and remedies provided by law.

In the event of Client's failure to make any payment due hereunder, PVT may terminate this Agreement or any SOW, refuse to provide or suspend services, and exercise any other rights and remedies provided by law.

9.2 By Client — For Cause

Client may immediately terminate this Agreement for cause if PVT materially fails to comply with the terms of this Agreement and does not correct said failure within thirty (30) days of written notice from Client specifying the non-compliance. If this Agreement is terminated for cause by Client, Client shall be obligated to make payment for all services completed and Client-approved expenses incurred up through the effective date of termination. Notwithstanding the foregoing, product, software, or OEM support and maintenance previously purchased by Client is non-cancellable and all associated fees shall become due immediately.

9.3 By Client — Without Cause

Client may terminate this Agreement without cause by providing PVT sixty (60) days written notice prior to the effective date of termination. Client shall be obligated to make payment for all services completed and Client-approved expenses incurred up through the effective date of termination. Product, software, or OEM support and maintenance previously purchased by Client is non-cancellable and all associated fees shall become due immediately.

9.4 By PVT

PVT may terminate this Agreement immediately if Client fails to perform according to the terms of the Agreement, including failure to pay charges when due. Client shall pay all outstanding fees and expenses through the effective date of termination.

9.5 Return of Equipment

Client shall return any equipment, software, manuals, or other documentation belonging to PVT within fifteen (15) days of the date of termination.

9.6 Transition Assistance

Upon termination for any reason, PVT will provide transition assistance for a period of up to sixty (60) days, including:

• Transfer of all current configuration backups to Client or Client's designated service provider
• Export of all Client documentation, reports, and compliance evidence
• Knowledge transfer sessions with Client's incoming service provider (up to 8 hours)
• Continued monitoring during the transition period at the then-current rates
• Removal of all PVT access credentials from Client devices and systems

Transition assistance beyond the 60-day period or beyond the included knowledge transfer hours may be engaged at PVT's then-current professional services rates.

9.7 Survival

Sections 7 (Confidentiality), 8 (Data Handling and Security), 5.3 (Limitations of Liability), 5.6 (No Solicitation), and 11 (Indemnification) survive termination of this Agreement.

10. Costs Relating to Breach or Default

In the event of any breach of or default under this Agreement, the non-breaching Party shall be entitled to recover from the other Party all of its Losses resulting from such breach. For purposes herein, "Losses" means losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder; provided, however, that "Losses" shall not include (i) punitive damages, except in the case of fraud or to the extent actually awarded to a governmental authority or other third party, or (ii) lost profits or consequential damages.

11. Indemnification

11.1 PVT Indemnification

PVT shall indemnify, defend, and hold harmless Client and Client's employees, directors, officers, and agents ("Client Indemnified Parties") against any Losses related to third-party claims ("Claims") to the extent that such Claim is based on or arises from: (a) PVT's gross negligence or willful misconduct in performing services; (b) PVT's breach of confidentiality obligations; (c) PVT's violation of applicable laws in performing services; or (d) any damage to tangible property or personal injury caused by PVT's negligence.

11.2 Client Indemnification

Client shall indemnify, defend, and hold harmless PVT and PVT's employees, directors, officers, and agents ("PVT Indemnified Parties") against any Claims to the extent that such Claim is based on or arises from: (a) Client's breach of any representation, warranty, covenant, or agreement contained in this Agreement; (b) Client's infringement of any third-party intellectual property right; (c) any damage to tangible property or personal injury caused by Client's negligence or willful misconduct; or (d) Client's failure to obtain necessary authorizations for PVT to perform services.

11.3 Indemnification Procedures

The indemnifying Party will pay any and all costs, damages, and expenses, including reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any Claim. The indemnifying Party's obligations are subject to reasonably prompt notice of any such Claim and the opportunity, through its counsel, to answer and defend. The Indemnified Parties may employ separate counsel at their own expense. Neither Party may enter into any third-party agreement that would affect the rights of, or bind, the other Party without prior written consent.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be construed in accordance with the laws of the State of Colorado, without regard to conflict of laws principles.

12.2 Dispute Resolution

Any claim, controversy, or dispute arising out of or relating to this Agreement which is not resolved by mutual agreement within thirty (30) days of written notice shall be subject to executive-level review. Each Party shall appoint an executive-level representative to meet for the purpose of resolving such dispute.

If executive review is not successful within a reasonable period of time, the dispute shall be submitted to binding arbitration before a single arbitrator in Larimer County, Colorado, administered under the rules of the American Arbitration Association. The decision of the arbitrator shall be final and conclusive. Judgment upon an award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the above, either Party may seek relief in a State or Federal Court in Colorado for damages and/or equitable relief, including injunctive relief without the need to post bond, for matters arising under Section 7 (Confidentiality), Section 5.6 (No Solicitation), and Section 5.8 (Public Disclosures).

In the event of any litigation, the prevailing party shall be entitled to reimbursement for all reasonable attorneys' fees, expert fees, court costs, and other costs of litigation.

12.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall survive and remain in full force, and the remainder of this Agreement shall be interpreted to best effect the intent of the Parties.

13. Notices

Any notice under this Agreement will be in writing and will be delivered personally, sent by email with read receipt, sent by express courier, or sent by registered mail (return receipt requested). Any such notice will be deemed given when actually received.

Notices to PVT shall be sent to:

Notices to Client shall be sent to the address and contact information provided by Client at the time of engagement.

Either Party may change its address for notices upon giving ten (10) days written notice to the other Party.

14. Construction and Complete Agreement

The Parties have read and fully understand the terms of this Agreement. The rule of construction providing that ambiguities shall be construed against the drafter shall not apply.

This Agreement constitutes the complete and exclusive statement of the Parties' agreement about the services and/or products to be provided under respective SOWs or Quotes, and supersedes all prior communications relating to the subject matter. Additional or conflicting terms on any Client purchasing documents are hereby rejected.

This Agreement can be modified only in writing signed by an authorized representative of each Party. The section titles are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Prime Vector Technologies, LLC — Fort Collins, CO
(970) 408-1250 · sales@primevectortech.com · primevectortech.com