This Agreement sets forth the terms under which MCMILLEN HOLDINGS INC dba RyanTech ("RT") will complete orders for Microsoft Corporation ("Microsoft") services and other various technology products and services for ("You"). You enter into this Agreement for business purposes only and affirm that these products and services being ordered are not for personal use.

1. Services

You agree to pay the rates and charges set forth in the order form(s) (each, an "Order Form") executed by You and RT for specific RT services ("RT Services") and Microsoft and/or other applicable third-party products and services ("Third-Party Services") (collectively "RT Services" and "Third-Party Services" may be referred to as the "Services") pursuant to the terms established within this agreement. You also understand and agree that all prices and terms and conditions for any Third-Party Services, including recurring service fees from Microsoft and others that may be charged by these third-party providers. You acknowledge and agree that these Third-Party Services are subject to change by these third-party providers in both scope and price at any time and without notice. In addition, most third-party service providers (including Microsoft) require an annual or monthly agreement and term. The term begins when licenses are added to the tenant. If You choose to terminate this Agreement or are suspended/disconnected before the end of the term, You are obligated to pay RTCS and these third-party service providers the monthly fees and service charges to the end of the term.

Scope of Services. Services provided by RT are limited strictly to those expressly described in this Agreement, the applicable Order Form(s), and any executed Statement of Work ("SOW"). Any services, tasks, activities, support, consulting, configuration, remediation, or assistance not expressly set forth in a written Order Form or SOW are deemed out of scope and shall require a separate written agreement and may be subject to additional fees. RT is under no obligation to perform any out-of-scope work unless expressly agreed to in writing by RT.

2. Billing

Third-Party Services ordered by You through RT will be billed directly to You, which You are required to pay on time and in full. In addition, RT will bill You for RT Services and for any Third-Party Services that are not billed directly to You by the third-party provider. Invoices for these RT services will be sent to You to the notification email address You provide. All amounts are required to be paid by You pursuant to this Agreement and are due upon receipt of invoice unless otherwise agreed upon. If You are on Net 30 payment terms and have overdue invoices or have had services suspended due to non-payment, we reserve the right to revoke Net 30 terms, and all outstanding and future invoices will become due upon receipt.

3. Disputes and Waiver

Should You dispute any amount of the invoice You shall immediately pay RT that portion of the total amount invoiced that is not disputed per the terms of this Agreement. You will then provide RT with written justification for withholding the disputed amount within five (5) days of receipt of invoice. Failure to provide written justification within the time period constitutes a waiver and You are required to immediately pay the amount withheld from the invoice.

The written disputes will be reviewed and addressed by You and RT within ten (10) days of receipt of the written dispute by You. All disputed amounts that are determined to be accurately invoiced by RT under the terms of this Agreement shall then be included by RT on the next calendar month's invoice with no interest penalty.

All undisputed amounts and disputed amounts that are subsequently found to be accurately invoiced by RT under the terms of this Agreement that are not timely paid shall accrue interest at the rate of twelve percent (12%) per annum, from the applicable due date until such outstanding fees and interest due are paid in full.

4. Late Payment; Suspension of Services

Late Fees. Any invoice not paid in full within thirty (30) days from the invoice date shall be subject to a late fee of five percent (5%) per month, or the maximum amount permitted by law, whichever is less.

Suspension of Services for Non-Payment. If any undisputed amount remains unpaid beyond thirty (30) days from the invoice date, RyanTech shall have the right and authority, at its sole discretion and without obligation to provide notice, to immediately suspend, restrict, or disconnect any or all Services provided to Client, including but not limited to access, administration, support, licenses, or third-party services.

Such suspension or disconnection shall not relieve Client of its obligation to pay all outstanding amounts, including recurring fees, third-party charges, and any applicable minimum term commitments, nor shall Client be entitled to any refund, credit, or fee reduction during the suspension period.

Reconnection. Reinstatement of Services following suspension shall occur only after all past-due amounts, late fees, and any applicable reconnection or administrative fees have been paid in full, and shall be subject to RyanTech's then-current credit and reactivation policies.

5. Seats

Each month during the term of this Agreement (each "Monthly Billing Period") RT will invoice You for the total monthly RT administration fees associated with Your Third-Party Services accounts ("Seats") at the beginning of the Monthly Billing Period. If You subsequently order additional Seats during any Monthly Billing Period, RT will then invoice You for the total RT administration fees associated with Your additional Seats applicable for the remaining months of the Annual Billing Period as well as any SEATS increased.

6. Effective Date

This Agreement shall be effective on the date that this Agreement and each Order Form is executed by both RT and You, and accepted in writing by RT (the "Effective Date").

In the event of any conflict between this Agreement, an Order Form, and any SOW or Exhibit, the following order of precedence shall apply: (1) Order Form or SOW; (2) this Agreement; and (3) Exhibits, unless expressly stated otherwise in writing.

7. Term

The term of this agreement for third-party services shall commence on the date when licenses are added to the tenant and shall continue in accordance with the applicable service provider's terms and conditions and shall continue for a period of:

Yearly Terms - one (1) year (the "Initial Term") and each term shall automatically renew for subsequent periods of one (1) year (the "Renewal Period") as shown in Microsoft tenant.

AND/OR

Monthly Terms - one (1) month (the "Initial Term") and each term shall automatically renew for subsequent periods of one (1) month (the "Renewal Period") as shown in Microsoft tenant.

Each renews collectively with the Initial Term, the ("Term") unless You provide written notice to RT within ninety (90) days of Your desire to terminate the Agreement at the end of the Initial Term or at the end of any subsequent Term. Any in-progress orders made by You at the time the Agreement Term ends will be completed under the terms of this Agreement.

8. Termination

You may terminate this Agreement, at any time, with ninety (90) days written notice to RT and a signed termination agreement. Should You terminate this Agreement prior to the end of the Term, You shall pay RT a termination fee in an amount up to the total lost fees for RT Services expected by RT during the remainder of the Term. In addition, You are obligated to pay RT and these third-party providers the monthly fees and service charges to the end of the term. At the time of Termination, RT will provide you a final accounting and invoice for the termination fees to both RT and the third-party provider. Termination fees are due up front and must be paid in full. RT reserves the right to charge the payment method on file for the termination fees owed. If no payment method is on file, you must remit full payment to RT within fifteen (15) days of the final invoice date. Failure to pay within 15 days of receipt of the final accounting and invoice shall accrue interest at the rate of ten percent (10%) per annum until such outstanding fees and interest due are paid in full.

The parties agree that termination fees represent a reasonable estimate of RT's anticipated damages resulting from early termination and are not a penalty.

No Global Administrator shall be added to the tenant until all outstanding payments, including termination fees, are paid in full. In addition, RT does not provide any assistance in migrating data from the RT CSP to another provider upon termination. However, RT will accept transfer requests provided that the account is in good standing and all outstanding service fees due through the end of the term have been paid in full.

9. Changes to Services

You understand and agree that once an Order Form is executed by You and RT, should You subsequently request to make any changes to the Services specified in the executed Order Form You will be required to submit a request to our helpdesk.

During the Term You are not obligated to order any additional Services from RT beyond those specified in the initial Order Form. The scope of third-party products and services currently available for You to order from RT as well as any specific terms and conditions related to those products and services are included herein. As the availability and/or terms of use of third-party products and services You may order from RT may change from time to time during the Term, RT may amend at any time by sending information regarding the amended terms to the notification email address You specify. You manifest intent to accept these amended terms if You subsequently order products and services from RT after such amended terms have been sent to You. Otherwise, this Agreement may not be amended except in writing signed by both parties.

10. Client Admin

You will specify an employee of Yours or another third-party person associated with You below that You authorize to be granted administrative rights to Your accounts initiated and managed by RT ("Client Admin"). This Client Admin will be Your primary point of contact with RT regarding the setup and management of Your accounts and will provide basic local support to Your users (e.g. resetting passwords).

Only those persons You specify are authorized to submit orders for products and services to RT under this Agreement. Any changes to the persons You authorize to submit orders to RT must be submitted by You to RT in writing. If no authorized persons are specified, the person executing this Agreement is deemed authorized by You to submit orders to RT.

Client acknowledges that actions taken by Client Administrators may impact service availability, configuration, or security. RT shall not be responsible for issues arising from Client Administrator actions, omissions, or approvals.

11. Client Tenant Access, POR & GDAP

During the term of this Agreement, Client agrees to grant and maintain RyanTech (MCMILLEN HOLDINGS INC dba RyanTech) the appropriate Microsoft Partner of Record ("POR") designation and Granular Delegated Admin Privileges ("GDAP") on Client's Microsoft tenant(s), as required for RT to provision, manage, support, and administer Microsoft services on Client's behalf and to maintain RT's authorized Microsoft partner relationship.

Client acknowledges that refusal to grant or maintain POR and/or GDAP may limit or prevent RT's ability to provide Services and may result in suspension of Services without liability to RT. RT shall not be responsible for service degradation, delays, or limitations resulting from Client's failure to provide or maintain required access.

12. Pricing

Current prices for specific available products and services will be provided to You upon Your request to RT for a quote for products and services. Prices for third party products and services are controlled solely by the third-party providers and are subject to change without prior notice.

13. Taxes

You are responsible for all federal, state, and local taxes and any other fees or obligations imposed by all Federal, State, County and/or government or quasi-governmental bodies, levied or assessed which may be charged by reason of the Services we provide.

14. Intellectual Property

"Your Intellectual Property" means any and all proprietary products, services and documentation of Yours now existing or used, or to be developed or used in the future, and all intellectual property and other rights therein, including, but not limited to, internet domain names, all software, source code and object codes, routines, algorithms, trade secrets, logos, know-how, copyrights, U.S. and foreign patents, patent rights, mask-works rights, shop rights, trademarks, service marks, trade names, goodwill, registrations, registration rights, patent applications, inventions, confidential information and all other proprietary rights and all renewals and extensions, as well as rights provided by law, statute or international convention, and other rights, throughout the world.

RT acknowledges that all Your Intellectual property is the exclusive property of You. Nothing in this Agreement shall be construed as an assignment, transfer or grant to RT of, nor shall RT otherwise acquire pursuant to this Agreement, any ownership rights in Your Intellectual Property.

15. Confidential Information

"Confidential Information" means:

• information regarding You or RT, Your and Our customers, suppliers, marketing plans, business plans, strategies, products, technologies, financial status, billing, pricing, agreements or business.
• any other information, documents, items, statements, whether written or oral, if disclosed by You or RT in tangible form, is marked in writing as "Confidential," or if disclosed by You or RT orally or visually, is designated orally at the time of disclosure as "Confidential."

Notwithstanding the foregoing, "Confidential Information" does not include information that:

• a) is generally known in the industry in which You or RT, as applicable, competes; or
• b) is readily ascertainable by proper means by competitors of You or RT, as applicable, through sources independent of You or RT, through no act or fault of You or RT.

You and RT acknowledge and agree that the Confidential Information is proprietary and confidential, that it is not generally known or available in the industry, that it constitutes trade secrets of and is of great value to You and RT, and that all rights to the same are and shall remain the sole property of You or RT, as applicable. You and RT acknowledge and agree that at all times, both during the Term and thereafter, You and RT shall not use, disclose, or copy, or permit to be disclosed or copied, any Confidential Information, except to the extent such use, disclosure or copying is specifically authorized by this Agreement.

You and RT acknowledge and agree that all information related to billing, pricing, and financial terms provided by RT is strictly confidential. At no time shall Client disclose, discuss, or share such information with any outside party, including but not limited to competitors, review sites, media outlets, or any third party not expressly authorized by RT in writing. Any violation of this provision shall be considered a material breach of this agreement, subject to legal remedies, including but not limited to termination of services and potential legal action.

You and RT recognize and acknowledge that any use, disclosure or copying of Confidential Information, or infringement of Your Intellectual Property, in a manner inconsistent with the provisions of this Agreement, will cause the other Party irreparable harm for which other remedies may be inadequate. Consequently, You and RT agree that in the event of any actual or threatened unauthorized use, disclosure or copying of any Confidential Information, or actual or threatened infringement of Your Intellectual Property, the other Party shall be entitled to both an immediate injunction to prevent continuation of the same, and money damages insofar as they can be determined, and such Party shall not oppose the same on grounds that an adequate remedy is available at law, and upon request by the other Party, the other Party shall be released from the requirement of posting any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law. Nothing in this Agreement shall be construed to prohibit any Party from also pursuing any other right or remedy, the Parties having agreed that all remedies shall be cumulative.

16. Security and Third-Party Platforms

RT will use external, web, internal, and physical security measures, including network monitoring and encryption techniques, that are at a minimum consistent with industry standards to safeguard any data or information provided by Client to RT and to generally ensure the integrity and security of such data. To the extent applicable to RT, RT shall comply with the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively, "GLBA") related to personal information compliance and privacy standards.

Client acknowledges that third-party platforms, including but not limited to Microsoft, maintain primary responsibility for the security, availability, and integrity of their respective platforms. RT's security obligations extend only to RT-managed systems and RT-controlled access.

RT shall notify Client within a commercially reasonable timeframe upon becoming aware of a confirmed security incident involving RT-controlled systems that materially affects Client data. RT shall not be responsible for security incidents, breaches, outages, or data loss attributable to third-party platforms, Client systems, Client credentials, or actions taken by Client personnel or Client-authorized administrators.

Client retains sole responsibility for the accuracy, completeness, legality, and integrity of all data, content, and information provided to RT or migrated, processed, or stored through the Services. Client acknowledges that Client is solely responsible for validating data before and after any migration, implementation, or service activity. RT shall not be responsible for data accuracy, data loss, corruption, or misconfiguration resulting from Client-provided data, Client systems, third-party systems, or Client approvals.

17. Indemnification/Warranties

RT shall indemnify and hold harmless You from any and all claims, damages, expenses and liabilities incurred due for RT ordering products and services on Your behalf that are not expressly authorized in an Order Form or written request.

Client Indemnification. Client agrees to indemnify, defend, and hold harmless RT from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Client's use or misuse of the Services; (ii) Client's violation of applicable laws or regulations; (iii) Client-provided data or content; or (iv) actions taken by Client or Client-authorized administrators.

EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, RT DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL OF THE SERVICES PROVIDED UNDER THIS AGREEMENT.

18. Governing Law

This Agreement, and all claims relating to or arising out of this Agreement, whether sounding in contract, tort or otherwise, for all purposes, will be construed in accordance with the laws of the state of California without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement will be brought only in a state or federal court located in the County of Stanislaus, State of California. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

19. RT Code of Ethics

Company shall comply with the principles and requirement of the RT Code of Ethics attached hereto as Exhibit B.

20. Severability

Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.

21. Acknowledgement

Except as expressly set forth in this Agreement, You acknowledge and agree that You accept the Third-Party Services in an "as is" condition, and that RT offers no representations or warranties regarding the quality, nature, accuracy, truth, completeness, operation, functions, usefulness, Year 2000 compliance, obsolescence, defects or use of the Third-Party Services, or any part thereof. You shall bear all risk of loss with respect to the Third-Party Services under this Agreement. The failure of Third-Party Services to perform or meet Your requirements shall not affect Your obligations to RT under this Agreement. RT shall not be responsible for fees or other requirements that may be imposed by third-parties in association with Third-Party Services.

Except as otherwise specified in this Agreement, Your and RT'S liability under this Agreement or for breach of this Agreement shall be limited to the amounts payable or received, as applicable, under this Agreement and applicable Order Form(s). In no event shall You or RT be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if the other Party has been advised of the possibility of such damages.

22. Relationship

The relationship of You and RT shall be solely that of independent contractors. No partnership, joint venture, employment, agency, or other relationship is formed, intended or to be inferred under this Agreement. Except as otherwise specified in this Agreement, neither You nor RT shall attempt to bind the other, incur liabilities on behalf of the other, act as agent of the other, or make or authorize any representation contrary to the foregoing.

23. Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of government, power failures, internet outages, labor disputes, pandemics, acts of war, or failures of third-party providers.

EXHIBIT B — Code of Ethics

The entire organization shares a common commitment to the highest professional and ethical standards. It is essential that RyanTech employees (including its consultants and clients), at all levels, operate ethically in all business relationships and comply with all applicable federal, state, and local laws and regulations. Exercising the highest possible ethical and professional standards is fundamental to RyanTech principles and policies. These principles serve as the cornerstone of the corporation.

RyanTech is committed to the following standards of business ethics. In addition, to ensure orderly operations and provide the best possible work environment, RyanTech expects employees, consultants, and clients to adhere to the rules of conduct that will protect the interests, safety and personal rights of all employees, consultants and the organization. Employees who act in an unethical or illegal manner will be subject to appropriate disciplinary sanctions up to and including termination of employment and or services.

Honesty: RyanTech adheres to the principle of honesty. RyanTech is committed to ensuring that its actions are not, either by intent or unintended consequences, deceptive toward anyone. RyanTech is especially diligent to ensure honest dealings with customers, vendors, and clients and that reporting requirements are accurate.

Integrity: RyanTech not only abides by the law and applicable federal regulations, but also serves its clients and employees with integrity. RyanTech avoids all actions that would take advantage of human shortcomings. RyanTech strives to be above-board in all business transactions.

Fairness: RyanTech treats all employees and business associates with fairness, dignity, and respect.

Self-Regulation: RyanTech regulates itself to ensure that it lives up to its Code of Ethics. Employees, consultants, and clients should report any concerns they may have that a member of the RyanTech team may not be living up to its Code of Ethics to the COO.

EXHIBIT C — RyanTech Advanced Support + Security

Microsoft 365 Helpdesk: Our Microsoft 365 HelpDesk is manned with a team of Microsoft 365 experts to handle account administration and break/fix support for Microsoft 365. One of our experts has been with the company over 10 years. We only support what is being billed by RyanTech. Customers may access your open tickets at any time via our Customer Portal.

US Based Support: Our staff is located within the US. RyanTech will provide technical support to customers via both telephone and electronic mail on weekdays during the hours of 8:00 am-5:00 pm mountain time, with the exclusion of Federal Holidays ("Support Hours").

Customers may initiate a helpdesk ticket during support hours by calling (866-804-9040) or any time by emailing [email protected]

RyanTech will use commercially reasonable efforts to respond to all helpdesk tickets within three (3) business hours.

Support Response Clarification: Response times referenced herein represent acknowledgment of a support request only and do not constitute a guarantee of service restoration, issue resolution, or resolution within any specific timeframe. Actual resolution time may vary based on issue complexity, third-party dependencies, client responsiveness, and other factors outside RT's reasonable control. RT does not provide service credits, penalties, or refunds for failure to meet stated response times.

Office 365 Administration: As your Microsoft 365 support partner RyanTech is able to administer your account on the backend when requested. This includes adding users or licenses, changing license levels, setting Group policies or security protocols, etc. The only thing that we ask you to have us do 100% of the time is add or remove licenses, and that is because we adjust that in your billing automatically.

Product Adoption: As you implement Microsoft 365's features and programs into your business your employees will have questions. We invite you to direct those questions to our HelpDesk so that you don't get bogged down with them. We can filter these requests through your IT team if needed so that they can learn with everyone else.

Licensing & Project Consultation: If you are interested in having RyanTech do project work for Microsoft 365 or Azure, consultations to outline the project details and pricing is included with our support.

Enhanced Email Security for Exchange Online: RyanTech has taken a proactive approach to security and enhanced it using the tools available in Microsoft's Cloud Security & Compliance center. After months of testing within our own RyanTech Microsoft 365 tenant, we have determined which email security features to apply to drastically reduce email phishing and spam attempts with minimal user impact.