These Master Terms and Conditions (“Master Terms”) are fully incorporated into the Scope of Work, Master Warranty Agreement, IT Care Services Agreement, CloudCare Services Agreement, and any other written agreements between each client (hereafter called a ”Client” or collectively, “Clients”) of Technology Resource Advisors, Inc. and/or any of its authorized partners and its clients (“Contract Documents”).

Standard of Care. Technology Resource Advisors, Inc. will provide its services in a competent manner, consistent with the level of care and skill ordinarily exercised by members of its profession currently providing similar services in the Milwaukee metropolitan area. No other representation, express or implied, is provided.

Confidentiality. It may be necessary or appropriate for Client to disclose to Technology Resource Advisors, Inc. and/or its employees confidential and proprietary information pertaining to the Client. Technology Resource Advisors, Inc. and its employees shall regard as confidential any information regarding Client that is not a matter of public knowledge and is clearly identified as being confidential.

Information Provided by Clients. Client shall provide to Technology Resource Advisors, Inc. such information as is available to the Client and the Client’s consultants and contractors, and Technology Resource Advisors, Inc. shall be entitled to rely upon the accuracy and completeness thereof. Client recognizes that it is impossible for Technology Resource Advisors, Inc. to assure the accuracy, completeness and sufficiency of such information. Client therefore agrees to indemnify and hold harmless Technology Resource Advisors, Inc. (and its officers, employees, affiliates, successors and assigns) from any damage, liability or cost, including reasonable attorneys’ fees and costs of defense, to the extent caused by information provided by Client.

Non-Solicitation. Client understands and acknowledges that Technology Resource Advisors, Inc. has incurred significant costs and expended considerable effort in hiring and training its employees, including those who will perform services for Client. Accordingly, Client is prohibited from soliciting for employment and from otherwise attempting to utilize the services of Technology Resource Advisors, Inc.’s employees (except through Technology Resource Advisors, Inc.) during the period of time in which Technology Resource Advisors, Inc. is providing services to Client and for a period of one year thereafter, unless by written consent of Technology Resource Advisors, Inc. If Client solicits for employment any of Technology Resource Advisors, Inc.’s employees in violation of this provision, Client shall pay to Technology Resource Advisors, Inc. as liquidated damages an amount equal to six months of the employee’s most recent annual salary from Technology Resource Advisors, Inc.

Limit of Liability. Technology Resource Advisors, Inc. shall not be liable to Client or any other party for special, incidental or consequential damages, including, but not limited to loss of profits, revenue, use of capital, claims of customers, cost of purchased or replacement power, or for any other loss of any nature, whether based on contract, tort, negligence, strict liability or otherwise, by reason of the services rendered to Client by Technology Resource Advisors, Inc. Technology Resource Advisors, Inc.’s total aggregate liability to the Client or any other party for any and all injuries, claims, costs, losses, expenses, damages of any nature whatsoever or claim expenses arising out of this Agreement from any cause or causes (including but not limited to the Technology Resource Advisors, Inc.’s negligence, errors, omissions, strict liability or breach of contract), including attorney’s fees and costs, shall not exceed the total amount of fees payable to Technology Resource Advisors, Inc. for professional services rendered. It is intended that this limitation apply to any and all liability or causes of action however alleged or arising, unless otherwise prohibited by law.

General Indemnification. Technology Resource Advisors, Inc. agrees to indemnify and hold harmless Client up to the amount of the total amount of fees paid by Client to Technology Resource Advisors, Inc. from loss or expense, including reasonable attorney’s fees to the extent caused by Technology Resource Advisors, Inc.’s negligent acts, errors or omissions in the performance of Technology Resource Advisors, Inc.’s services. Client agrees to indemnify and hold harmless Technology Resource Advisors, Inc. (and its officers, employees, affiliates, successors and assigns) from any damage, liability or cost, including reasonable attorneys’ fees and costs of defense, to the extent caused by the Client’s negligent acts, errors or omissions and those of Client’s contractors, subcontractors or consultants.

Disputes. Any dispute between Technology Resource Advisors, Inc. and Client which they cannot settle through discussions and negotiations shall be settled by arbitration in Milwaukee, Wisconsin, by a single arbitrator mutually agreed upon. The arbitration shall be conducted in accordance with the current Commercial Arbitration Rules of the American Arbitration Association (AAA) but the arbitrator need not be associated with the AAA. If the parties cannot agree on an arbitrator, the AAA shall appoint one. The parties shall split the arbitrator’s fees and expenses. Any award rendered in the arbitration shall be final and conclusive upon the parties, and a judgment may be entered in any court having jurisdiction.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. With regard to any dispute which is not settled by arbitration, the parties hereto agree that the courts of the State of Wisconsin or the courts of the United States of America shall have jurisdiction. The parties further agree that venue for any such suit, action or proceeding shall be proper in Milwaukee County, Wisconsin with regard to a suit, action or proceeding brought in a state court and the United States District Court for the Eastern District of Wisconsin with regard to a suit, action or proceeding brought in a federal court.

Force Majeure. Neither Client nor Technology Resource Advisors, Inc. shall be liable for any fault or delay caused by any contingency beyond their control including but not limited to “acts of God”, wars, strikes, walkouts, fires, natural calamities, or demands or requirements of governmental agencies.

Successors and Assigns. The Contract Documents and these Master Terms shall be binding upon and inure to the benefit of the parties and their respective successors and assigns: provided, however, that neither party shall assign a Contract Document in whole or in part without the prior written approval of the other.

Entire Understanding. This Agreement, together with the Contract Document(s) which it is incorporated into, represents and incorporates the entire understanding of the parties hereto, and each party acknowledges that there are no warranties, representations, covenants, or understandings of any kind, matter or description whatsoever, made by either party to the other except as expressly set forth in the Contract Documents or these Master Terms.

Conflicting Terms. Should any term or provision of these Master Terms be inconsistent with, or conflict with, a Contract Document, the term or provision of the Contract Document shall control.

Severability. If any provision of a Contract Document or these Master Terms shall be held to invalid under any applicable law, the Contract Document or these Master Terms shall remain valid but shall be construed as if not containing the particular provisions held to be invalid.

Amendment. Contract Documents and these Master Terms cannot be modified in any manner except by a written document, signed by a duly authorized representative of each of the parties.