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Master Services Agreement
This Master Services Agreement (the "Agreement") is entered into as of 14 July 2026 by and between Northwind Data Systems, Inc. ("Supplier") and the Customer identified in the applicable Order Form.
1. Services
Supplier shall provide the managed data platform services described in each Order Form. Supplier shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, using personnel with the skill and experience appropriate to the tasks assigned.
2. Fees and Payment
Customer shall pay all undisputed invoices within fifteen (15) days of the invoice date. Late amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. Fees are exclusive of taxes.
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8. Limitation of Liability
EXCEPT AS EXPRESSLY SET OUT HEREIN, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CLAIMS, INCLUDING THOSE ARISING UNDER INDEMNITY AND CONFIDENTIALITY OBLIGATIONS.
9. Confidentiality
Each party shall protect the other party's Confidential Information using the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Obligations under this Section survive for two (2) years following termination.
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12. Data Protection
Supplier shall implement appropriate technical and organisational measures to protect Customer Personal Data. Supplier shall notify Customer of any Security Incident affecting Customer Personal Data as soon as reasonably practicable and in any event within seventy-two (72) hours of confirming the incident.
14. Termination
Either party may terminate this Agreement for convenience upon ninety (90) (90) days' prior written notice. Customer shall pay an early termination charge equal to two (2) months of the average monthly fees where termination occurs before the end of the then-current Order Form term.
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16. Governing Law
This Agreement is governed by the laws of the State of Delaware without regard to its conflict of law rules. The parties consent to exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
17. Entire Agreement
This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior proposals and communications relating to its subject matter.