This Master Services Agreement ("MSA" or "Agreement") is between SKF Technologies, LLC d/b/a Silverado Technologies, LLC of 4534 E. Camp Lowell Drive, Tucson, Arizona 85712 ("Silverado Technologies", "us", "our", "we"), and ("Client", "you", "your") (Individually, "Party" or collectively, "Parties") and shall be effective as of the latest date of the signatures of the Parties on any quote or agreement ("Effective Date"). The Parties agree as follows: 

1.  Term; Renewal 

The term of this MSA shall begin on the Effective Date and shall continue until one (1) year after the expiration or termination of all Service Addendums ("Addendum" or "Addendums"). The term of all Addendums shall be, unless otherwise provided for in the Addendum, two (2) calendar years ("Initial Addendum Term"), with an annual January price increase equal to seven percent (7%) ("Adjustment"). Upon the expiration of the Initial Addendum Term, the Addendum shall automatically renew for continuous one (1) year terms (each a "Renewal Term") on the same terms and conditions, including the Adjustment, unless either Party provides the other Party with written notice of its intention not to renew the Addendum no less than ninety (90) days prior to the end of the then-current term. The Initial Addendum Term and each Renewal Term shall be collectively referred to as the "Addendum Term". 

2.  Mutual Obligations 

• Confidential Information. For purposes of these terms, "Confidential Information" of the Party disclosing the same (the "Disclosing Party") shall mean any confidential, proprietary or trade secret information, data or knowledge which relates to the business, research, services, products, customers, prospective customers, suppliers, employees, transactions, or proposed transactions. 

• Confidentiality. When in receipt of Confidential Information that has been disclosed by the other Party, the Recipient shall, for a period of three (3) years from the date of disclosure (the "Nondisclosure Period"), refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the Disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. If a court of competent jurisdiction determines that the duration of the Nondisclosure Period is unenforceable, then such duration shall be two (2) years after the date of disclosure, and if a court of competent jurisdiction determines that such two (2)-year duration is unenforceable, then such duration shall be one (1) year after the date of disclosure.  The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed to the Recipient is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient shall promptly notify the Disclosing Party of any disclosure of such Confidential Information in violation of these terms or of any subpoena or other legal process requiring production or disclosure of said Confidential Information 

• LIMITATION OF LIABILITY. THIS PARAGRAPH LIMITS THE LIABILITIES ARISING UNDER THIS MASTER SERVICES AGREEMENT, OR ANY ADDENDUM(S) ASSOCIATED WITH THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS UNLESS WE COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. YOU AND ANY OF YOUR AFFILIATES AGREE, TO THE EXTENT ALLOWED BY LAW, TO RELEASE US, ANY OF OUR AFFILIATES AND OUR THIRD-PARTY PROVIDERS FROM ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, AND ANY AND ALL OTHER COMMERCIAL DAMAGES. SILVERADO TECHNOLOGIES' AGGREGATE LIABILITY RELATING TO OR ARISING OUT OF ANY OF THE SERVICES SHALL BE ADDRESSED IN THE APPLICABLE ADDENDUM. IF THE ADDENDUM IS SILENT AS TO OUR LIMITATION OF LIABILITY, THE LIMITATION OF LIABILITY UNDER THIS AGREEMENT SHALL BE ACTUAL AMOUNTS PAID BY CLIENT TO US FOR THE SERVICES AND DELIVERABLES DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED. NOTWITHSTANDING THE FOREGOING, WHERE A CLAIM IS ACCEPTED FOR COVERAGE BY SILVERADO TECHNOLOGIES' PROFESSIONAL LIABILITY INSURANCE CARRIER IN ITS SOLE DISCRETION, THE LIMITATION OF LIABILITY FOR THAT ACCEPTED CLAIM SHALL BE THE APPLICABLE POLICY LIMIT; PROVIDED, HOWEVER, THAT SILVERADO TECHNOLOGIES SHALL HAVE NO OBLIGATION TO TENDER ANY CLAIM TO ITS INSURER, AND THIS PROVISION SHALL NOT BE CONSTRUED TO EXPAND SILVERADO TECHNOLOGIES' LIABILITY BEYOND THE CAPS SET FORTH IN THIS SECTION. YOU SHALL RELEASE AND HOLD HARMLESS US AND OUR AFFILIATES FOR ANY DELAY IN DELIVERY OR PERFORMANCE OR FAILURE TO DELIVER OR PERFORM AT OR WITHIN THE DEADLINES SET FORTH IN THESE TERMS OR SUBSEQUENT ADDENDUM(S), UNLESS SUCH DELAY IS DIRECTLY CAUSED BY OUR GROSS NEGLIGENCE. THIS LIMITATION OF LIABILITY REPRESENTS A BARGAINED FOR EXCHANGE AND IS A MATERIAL COMPONENT TO THE CALCULATION OF FEES BY SILVERADO TECHNOLOGIES. 

• Non-Solicitation. Both Parties acknowledge that each has incurred substantial recruitment, screening, training, and administrative expenses with respect to our agents, including our employees, and subcontractors. From the Effective Date of this MSA and continuing until one (1) year after the date of termination or expiration of the last applicable Addendum between the Parties, either Party shall not hire or contract directly or indirectly with any of the Client's or Silverado's employees, or subcontractors who have communicated with and/or worked on any Service for Client or Silverado (the "Non-Solicitation Period") unless mutually agreed upon in writing. Both Parties mutually acknowledge and agree that it would be impractical and extremely difficult to ascertain the amount of monetary damages that would be caused by a breach of this provision. Therefore, both Parties mutually agree that in the event of a breach by either Party of this provision, the breaching party shall pay the other party a placement fee, and not as a penalty, an amount equal to one hundred percent (100%) of the annualized compensation (including base salary or annualized contract fees, as applicable) of the individual hired or contracted in violation of this provision at the time of such hire or engagement. Both Parties further acknowledge and agree that nothing in this paragraph shall limit either Party's rights to obtain injunctive relief without the requirement of bond or any other damages including, but not limited to punitive, consequential, special, or any other damages, as may be appropriate in connection with a breach of this section. 

• Insurance. Both Parties will mutually maintain, at their own expense, reasonable insurance necessary to cover the Party, its assets/property, and employees and contractors. This includes any coverages as required by any state and federal laws to which each party is subject. It is highly recommended that you secure and maintain for the duration of this MSA cyber liability insurance to insure your cyber exposures. Silverado may request Client to provide a certificate of insurance. You agree to assume all risk and responsibility for all costs necessary to restore your systems should an incident occur. 

• Waiver. Failure by either Party to insist upon strict performance of any provision of this Agreement shall not be deemed a waiver by such Party of it rights or remedies, or a waiver by it of any subsequent default by the Party.
   

3.           Billing 

• Monthly Fees. It is highly recommended to establish billing by automatic withdrawal from a checking account at the beginning of each month. Please contact ar@silveradotech.com to establish ACH billing. Fees and applicable taxes will be invoiced monthly and will become due and payable on the first day of each month for the services performed that month. A service fee of three percent (3%) shall be applied to all monthly invoices not enrolled in automatic payment. This fee will be added to the total amount due on each applicable invoice. 

• Taxes. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this MSA. You shall pay any such taxes unless a valid exemption certificate is furnished to us for the state of use. 

• Fee Increases. An automatic seven percent (7%) increase annually will be applied, with such annual increase taking effect on January 1st of each calendar year, and we reserve the right to revise fees to reflect changes in the number of users, devices and licenses. Prices will increase as resold software vendor pricing increases. 

• Late Payment or Non-Payment. Any late payments for invoiced services beyond the fifth (5th) of the month will be assessed a daily late charge based on an annual rate of two percent (2%) of the outstanding amount. Non-payment will result in temporary stoppage of services; you will have thirty (30) days to make payment or services will be suspended until all payments are made in full. In the event payment is not received within sixty (60) days, all Silverado services will be removed from your network. All outstanding invoices will be owed in full. 

• End User Licensing Agreements. You agree to pay all amounts due associated with any license(s) obtained by Silverado on your behalf for the duration of the license term. Certain licenses, such as Microsoft NCE, are noncancellable and nonrefundable for the duration of the license. As such, you agree to pay for the license for the duration of the license term in the event that the license term does not align with this MSA's or any Addendum's termination, or in the event of early termination. 

• User and Device Counts, Minimum Spend. Client understands and agrees that pricing is based, in part, on the number of users and devices managed by Silverado. The number of users and devices will be automatically audited regularly by Silverado, and any increases in Client's information technology environment of managed user or device counts shall be reflected in Client's subsequent invoice(s) accordingly. Client's number of managed users and devices must not fall below 90% of the initially contracted levels. Client agrees to pay the agreed 90% minimum monthly fee under this MSA and apllicable Addendums even if users or device counts result in the monthly recurring fee falling below 90% of initially contracted levels.  

4.  Client Obligations 

• System. For the purposes of these Terms, "System" means, collectively, any computer network, computer system, peripheral or device installed, maintained, monitored, or operated by us pursuant to and further identified in the Addendum. WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR CLIENT MODIFICATIONS TO ANY SERVICES OR DELIVERABLES MADE WITHOUT ADVANCE WRITTEN APPROVAL TO MAKE SUCH MODIFICATIONS, TO BE GRANTED IN THE SOLE DISCRETION OF SILVERADO TECHNOLOGIES. If Silverado Technologies is required to undertake work to remedy unauthorized modifications, caused by Client, such work will be billed on a time and materials basis according to Silverado Technologies' then current rate schedule. 

• Responsibility for Equipment. You will take such reasonable precautions to ensure the quality, completeness and workmanship of any item, equipment, or hardware you furnish, and for ensuring that the materials provided to us or third-party providers and subcontractors, do not infringe or violate the rights of any third-party, including copyright or intellectual property rights. It is your responsibility for any failure or malfunction of electrical or telecommunications infrastructure or services that causes damage to our Products or services and we disclaim all responsibility for any loss, including data loss. 

• Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision of the Services or the maintenance or administration of the System. Should these Services be declined, you hereby acknowledge that this is against our advice, and you agree to hold us harmless from any business interruption, data loss, system recovery costs, or other adverse consequences due to your decision.  If your failure to follow or implement our advice renders part or all of the Services economically or technically unreasonable to provide, as we determine in our sole discretion, then we may terminate the applicable Addendum by providing you notice of termination of the applicable Addendum. 

• Network Devices, Hardware, and Systems. You shall bear the responsibility to isolate and protect the system by not allowing additional devices, hardware or software on the System unless stated to us in written notification. We shall have no responsibility for any devices, software, hardware, systems, or damage resulting therefrom that are added to the System without our prior written consent. Exempted from this section are certain devices and hardware provided by Silverado Technologies, which, if used and installed properly, will not require advance authorization from Silverado Technologies for Client to implement: (i) Webcams, (ii) Scanners, (iii) Printers, (iv) Flash Drives, (v) Keyboard and Mouse, (vi) Headphones and Speakers. The exemption for devices and hardware (i) – (vi) above shall not apply if any software is required to be installed in conjunction with the devices or hardware, in which case advance written approval to install such associated software is required. This is to ensure the security and effectiveness of the network, as even peripheral software installations related to a device may cause a security incident or System malfunction. Any malfunctions caused by unauthorized modifications to the System may be remedied by Silverado Technologies as out of scope work. 

• Client Data Ownership and Responsibility. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any data, information, or material you submit to us. Unless otherwise specified in the Addendum, we do not provide any type of backup of your data. You will maintain adequate backup for all data and other items furnished to us. 

• Artificial Intelligence. Client acknowledges that Silverado Technologies does not provide, endorse, supervise, or control any artificial intelligence, machine learning, or automated decision-making tools, platforms, or services (collectively, "AI Tools") that Client may independently procure or use in connection with its business operations, including in connection with any System or Services provided under this Agreement. Client assumes sole responsibility for the selection, implementation, and use of any AI Tools, and for any outputs, decisions, recommendations, or actions generated by or resulting from such AI Tools. Silverado Technologies shall have no liability whatsoever for any loss, damage, security incident, data breach, regulatory violation, or other adverse consequence arising from or related to Client's use of AI Tools, including any interaction between AI Tools and the System or Services. Client agrees to indemnify, defend, and hold harmless Silverado Technologies and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Client's use of AI Tools. 

5.  Proprietary Rights 

• Retained Property. All Confidential Information disclosed to the Recipient shall be and remain the property of the Disclosing Party and nothing contained in these Terms shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. The Recipient shall honor any request from the Disclosing Party to promptly return or destroy all copies of Confidential Information disclosed to the Recipient and all notes related to such Confidential Information. Both Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this MSA and that the Disclosing Party shall be entitled to obtain injunctive relief without the requirement of bond against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 

• Intellectual Property. We retain all intellectual property rights in any property invented or composed in the course of or incident to the performance of the Services, as well as any software, materials, copyrights, trademarks, know how, trade secrets, licenses, patents, applications for patents, methods, or other intellectual property, created prior to or after conclusion of any work (the "Intellectual Property"). You acquire no right or interest in any such Intellectual Property, by virtue of this MSA or the work performed thereunder.
    

6.  General Provisions 

• Warranties and Disclaimers. Each Party represents and warrants to the other Party that (i) it has the necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of Services or delivery of Products. Silverado Technologies warrants that the Services will be provided in a workmanlike manner and in conformity with reasonable industry standards. Client acknowledges that no computer network, System, or software can be made completely flawless, stable, or secure and that Silverado Technologies is not making such guarantees.
   
  The Services, including all hardware, software, and Third-Party Products are provided "AS IS" and "as available" without warranty or condition of any kind except as provided for in this Agreement, including but not limited to the implied warranties or conditions of merchantable quality and fitness for a particular purpose. Silverado Technologies does not warrant that the Services will meet any particular need or be error free.
   
  THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
   
  Notwithstanding any provision to the contrary in this Agreement, any warranty offered and provided directly by any Product shall be deemed null and void if the applicable Product is (i) altered, modified, or repaired by persons other than Silverado Technologies, including, without limitation, the installation of any attachments, features, or devices not supplied or approved by us (aside from such exempt modifications as set forth herein) (ii) misused, abused, or not operated in accordance with the specifications of us or the applicable manufacturer or creator of the hardware or product, or, (iii) subjected to improper site preparation or maintenance by persons other than us or persons approved or designated by us.
    

• Mutual Indemnification.  Each Party agrees to indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, subcontractors, employees, and agents from any claims, losses, liabilities, or expenses of any kind (including, but not limited to, attorney's fees) arising from their actions or omissions related to the Services. A Party's obligation to indemnify, defend and hold harmless the other party survives termination of this Agreement. Each Party shall also indemnify the other Party against any claim that any data, materials, items, or information supplied by it under the Agreement infringes any US patent, copyright, trademark or licensing. The foregoing indemnities are contingent upon (i) the indemnified Party providing prompt notice of any claim of infringement and assistance in the defense thereof, (ii) the indemnifying Party's sole right to control the defense or settlement of any such claim, provided that the settlement does not require a payment or admission of liability on the part of the other Party, and (iii) the indemnified Party not taking any actions or failing to take actions that hinder the defense or settlement process as reasonably directed by the indemnifying Party. 

• Force Majeure. Neither Party will be liable to the other Party for delays or failures to perform its obligations under this Agreement or any Addendum because of circumstances beyond such party's reasonable control. Such circumstances include, but will not be limited to any acts or omissions of any governmental authority which impact either Party's ability to perform, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, pandemic, epidemic, disputes or differences with workmen (labor strikes), power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts of God which cannot fairly be attributed to either Party to this Agreement. The Party affected by a force majeure event shall provide written notice to the other Party as soon as reasonably practicable, but in no event later than five (5) business days after the occurrence of such event, describing the nature of the event and the anticipated duration of the delay. If a force majeure event continues for a period of sixty (60) or more consecutive days, either Party may terminate the affected Addendum upon written notice without liability to the other Party, other than for amounts already due and owing. 

• Data Access/Storage. Depending on the Service provided, a portion of your data may occasionally be accessed or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify standard access or storage procedures with respect to such data.
    

7.  Licenses 

• License. Subject to the terms of this Agreement, we grant you a perpetual, non-exclusive, non-transferable license to use all programming, documentation, reports, and any other product provided as part of the Services solely for your own internal use. At all times, all software on the System must be genuine and licensed, and you agree to provide us with proof of such licensing upon request. If we require you to implement certain minimum hardware or software requirements ("Minimum Requirements"), you agree to do so as an ongoing requirement of us providing Services to you. 

•  Pre-Existing License Agreements. Any software product provided to you by us as a reseller for a third-party, which is licensed to you under a separate software license agreement with such third-party provider, will continue to be governed by the third-party license agreement. There are certain restrictions contained within third party license agreements, and you should be aware that in many instances, the license is obtained (i) based on a specified number of users, which cannot be decreased during the license term, and (ii) are noncancellable and nonrefundable. Such obligations are not within the control of Silverado, but are requirements imposed by the third-party license agreement. 

• End-User License Agreement (EULA). Portions of the Services may require you to accept the terms of one or more third-party end user license agreements ("EULAs"). A list of EULAs can be found at https://silveradotech.com/eula/. If the acceptance of a EULA is required to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in these Terms. Client agrees to be bound by the terms of such EULAs and will look only to the applicable third-party provider for the enforcement of the terms of such EULAs. If, while providing the Services, we are required to comply with a third-party EULA and the third-party EULA is modified or amended, we reserve the right to modify or amend any applicable Addendum with you to ensure its continued compliance with the terms of the third-party EULA, and if, in our sole discretion, such modification or amendment would make completion of the Services impossible or impractical, we reserve the right to terminate this MSA, any Addendum, or both, by delivering written notice to you. You agree to hold harmless and indemnify us against your violations of any of the terms and conditions included in, or applicable to, the subject EULA, whether under the terms of such EULA, any third-party contracts, agreements, or by law.
    

8.  Termination 

• Breach of Contract. Either Party may terminate an Addendum for a material breach of the performance obligations hereunder ("Cause") by first providing the other Party a thirty (30) days' written notice setting forth the basis for such proposed Cause and an opportunity to cure. If the basis of the Cause is not remedied within the thirty (30) day written notice period, the particular Addendum for which the Cause existed may be terminated by the nonbreaching Party.  Silverado Technologies may, in addition to any other remedy, terminate or suspend Products or Services if Client fails to make timely payment within fifteen (15) days of written notice. A reactivation fee equal to the greater of ten percent (10%) of the fees associated with the applicable Addendum or the actual costs reasonably incurred by Silverado Technologies in restoring Services shall be paid by Client. SILVERADO TECHNOLOGIES SHALL HAVE NO LIABILITY FOR ANY SUSPENSION OF SERVICES BASED ON CLIENT'S FINANCIAL BREACH. 

• Equipment Removal. Upon termination of an Addendum for any reason, Client shall provide Silverado Technologies with access, during normal business hours, to Premises (or any other locations at which Silverado Technologies-owned equipment is located) to enable Silverado Technologies to remove all Silverado Technologies-owned equipment (if any) from Premises. 

• Transition. If Client requests Silverado Technologies' assistance to transition to a new service provider, and all fees due and owing to Silverado Technologies under this MSA are paid current by Client, Silverado Technologies shall provide such transition assistance upon Client's advance payment of an amount estimated by Silverado Technologies, not to exceed one (1) month of fees pursuant to the applicable Addendum, which is required to facilitate transition assistance at Silverado Technologies' then-current hourly rate. Silverado Technologies shall reconcile actual charges for transition assistance with the prepaid amount within thirty (30) days of completion of such assistance, and shall refund any excess or invoice any shortfall accordingly. Silverado Technologies shall have no obligation to store or maintain any Client data in Silverado Technologies' possession or control for more than fifteen (15) days following the expiration or termination of an applicable Addendum. Silverado Technologies shall be held harmless for and indemnified by Client against any and all claims, costs, fees, or expenses incurred by either Party that arise from, or are related to, Silverado Technologies' deletion of Client data beyond the time frames described in this Section. 

• Early Termination and Reimbursement of Costs. An Addendum may be terminated early by either Party by submitting written notice of the intent to terminate the Addendum to the other Party, at least ninety (90) days in advance of the termination date. If the termination is by Client and not for Cause or is by Silverado Technologies and resulting from a breach by Client, Client shall pay: 

1. a termination fee equal to thirty five percent (35%) of the average fees paid by Client per month over the prior 12 months for each month remaining in the Addendum Term; 
2. any unpaid monthly fees due through the termination date of the Addendum; and 
3. all amounts for which Silverado Technologies is liable for relating to Products, vendor service and equipment commitments made by Silverado Technologies in order to provide Services to Client (even if Client has not been notified) for (a) the remainder of the Term, or (b) the termination fees required by vendors of Silverado Technologies to terminate such commitments, whichever is less. Some vendors, i.e., Microsoft, do not allow early termination of license fees and Client understands and consents to payment of the licenses for the remainder of the license term. 

• Severability. If any provision of these Terms is determined by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative, and enforceable, to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of these Terms shall not render invalid the remainder of the Terms.
    

9.  Applicable Law and Jurisdiction 

This Agreement and the performance of the parties shall be governed by, and construed in accordance with, the laws of the state of Arizona. In any action relating to the parties, the parties agree to the exercise of jurisdiction by a court in Pima County, Arizona. 

10.  Online Posting; Incorporation by Reference; Acceptance

This Agreement constitutes the complete understanding between the parties and supersedes and replaces all prior or contemporaneous understandings regarding the subject matter. No modifications of this Agreement are binding unless in writing and signed by both parties. 

This MSA is posted and maintained on Silverado Technologies' website and is incorporated by reference into any and all quotes, proposals, and Addendums for services issued by Silverado Technologies to Client. A hyperlink to the then-current version of this MSA shall be included in each such quote, proposal, or Addendum. By executing any quote, proposal, or Addendum for services, or by accepting, receiving, or permitting the performance of any services by Silverado Technologies, Client agrees to be legally bound by the terms and conditions of this MSA as posted at the time of such execution or acceptance, without the requirement of a separate signature on this MSA itself. It is Client's responsibility to review the MSA prior to executing any quote, proposal, or Addendum or accepting any services. Silverado Technologies reserves the right to update or modify this MSA from time to time; provided, however, that any such update or modification shall not apply to services being performed under a then-existing Addendum without the written consent of both Parties. 

11.  Miscellaneous

• Subcontracting. Silverado Technologies may subcontract any portion of the Services to qualified third-party subcontractors without Client's prior written consent; provided, however, that Silverado Technologies shall remain responsible for the performance of any subcontracted Services and shall ensure that all subcontractors are bound by confidentiality obligations no less protective than those set forth in this Agreement. 

• No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement shall create, or be deemed to create, any rights or remedies in any third party. 

• Survival. The following provisions shall survive the expiration or termination of this Agreement and any Addendum for any reason: Confidential Information; Confidentiality; Limitation of Liability; Non-Solicitation; Client Data Ownership and Responsibility; Proprietary Rights; Mutual Indemnification; Early Termination and Reimbursement of Costs; and Applicable Law and Jurisdiction. 

• Independent Contractor. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf. 

• Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Silverado Technologies may, without Client's consent, assign this Agreement to any affiliate or successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to Client. Any purported assignment in violation of this section shall be null and void.