INTRODUCTION

This Schedule is made pursuant to the Master Services Agreement by and between (“COMPANY”), for the use and benefit of itself and its Affiliates, and Forthright Technology Partners, Inc., a Florida corporation, with offices at 2893 Executive Park Drive, Suite 204, Weston, FL (“CONSULTANT”). For purposes of this Agreement, the term “Affiliate” means any entity or person that is directly or indirectly controlling, controlled by, or under common control with a party hereto. The terms and conditions of the Agreement are hereby incorporated herein by reference. In the event of a conflict between the Agreement and Schedule, the terms of the Agreement shall prevail. All capitalized terms that are used but not defined in this Schedule shall have the respective meanings given to them in the Agreement.

1. Program Details

This Schedule defines a prepaid purchase agreement of CONSULTANT’s services (“BULK”) based on Engagement Team Units (ETU’s). Effective date of BULK is defined on each Invoice from CONSULTANT.

1.1 Engagement Team Unit (ETU)

Services under BULK are provided via a pool of resources consisting of individuals (architects, engineers, consultants, technicians, operators, project managers, etc.) and automated systems. In order to simplify the billing for the utilization of these disparate resources, all resources have been grouped into a single unit and are billed in increments of 15 hours. These resource units and the billing increments are defined as an Engagement Team Unit (ETU).

1.2 Enablement Services

Enablement services are designed to ensure the successful and efficient execution of the services under the BULK. Accordingly, enablement services do not consume any ETUS but are included in the ETU price.

The following services, processes, tools, and management oversight are provided, at CONSULTANTs discretion, under the enablement services:

• Monitoring agents to provide system telemetry on infrastructure deployed as a result of services provided by CONSULTANT.
• COMPANY access to CONSULTANT’s secure online documentation repository.
• Change Management: Focuses on ensuring that changes are being assessed for risks, and planned, scheduled, reviewed, and executed effectively.
• Customer Success Management: Focuses on ensuring the satisfaction of COMPANY is met or exceeded based on the services provided by CONSULTANT. A Customer Success Manager (CSM), is assigned to COMPANY as the key contact for all relating services provided to COMPANY by CONSULTANT.
• Project Management tools: Tools, software, software licenses, and access to online tools, programs, or services used by CONSULTANT’s project management resources to communicate, coordinate, or provide access to information to ensure that CONSULTANT is meeting the objectives of COMPANY during project engagements.

1.3 BULK Price

BULK is a prepaid package priced at $4,125 per ETU.

COMPANY understands that this is a prepaid package and the purchase amount will be due upon the execution of this Agreement.

1.4 Discounts

Discounts are available for higher quantities of purchased and prepaid ETUs acquired under each BULK contract. These discounts are not cumulative based on purchases of ETUs under different contracts or agreements.

ETU Qty	Discount
10+	10%
20+	15%
30+	20%
40+	Custom

1.5 BULK Benefits

• All-inclusive Enablement Services
• No upcharge for after hours and/or weekends
• Simplified billing
• Flexible consumption
• Simple Entry point of engagement

1.6 Service Level Agreement (SLA)

COMPANY understands that there is no SLA or implied guarantee of a response time. Work performed under BULK will have a time frame for completion stipulated in the required project plan for services that will be applied against BULK.

COMPANY understands that while the effort to prioritize the requests within CONSULTANT will be made, there are no implied guarantees being able to prioritize the requests.

COMPANY understands that BULK is intended to be used for scheduled, non-critical project work. However, ETUs purchased under BULK may be used for CONSULTANT services (provided under a separate SOW) tailored for support services with will define specific guidelines for service delivery.

1.7 Authorization and Procedure for the use of BULK

COMPANY authorizes CONSULTANT to use BULK for any services as these services are requested by COMPANY.

Requests for these services must be provided in writing (sample request enclosed below) and will result in the preparation of a project plan or statement of work (either one referred hereafter as “SOW”) that will define how the services will be provided, the timeframe for the provisioning of services, and an estimated amount of ETU(s) required to accomplish the request. COMPANY must then approve SOW by returning a signed copy to PM if one is required.

CONSULTANT will review all requests for services and submit SOW within 2 weeks of submission by COMPANY.

1.8 Application of BULK to Project Billings

Services provided under an SOW that will be applied to BULK will define the terms and timing of the billings. As these billings occur, the balance of BULK will be diminished by the time expended by the services provided.

1.9 Service Provisioning

Service under BULK may be provided remotely or on-site as defined in SOW and at CONSULTANT’s discretion. CONSULTANT may impose minimum billing amounts if services are provided at COMPANY’s site.

In the event that CONSULTANT needs to travel more than 75 miles from CONSULTANT’S off ice, COMPANY will be responsible for all CONSULTANT travel costs which will be billed separately and not eligible for payment via BULK.

2. Recordkeeping and Disputes

2.1 Recordkeeping

CONSULTANT will maintain detailed billing records of invoices applied to BULK.

2.2 Reporting

COMPANY will be provided by CONSULTANT, upon request by COMPANY and within 2 business a concise report detailing all of the billing records against BULK.

2.3 Dispute of Usage of BULK

COMPANY may dispute the invoicing related to SOW. Disputes will be limited to whether the deliverables as described in the SOW have been delivered or are of an acceptable nature. Disputes must be made in writing and sent to the CONSULTANT PM no later than the end of the following month of the disputed invoice. Dispute must specify the deficiency COMPANY perceives in relation to the SOW deliverable or SOW specifications. CONSULTANT will have 14 business days to address deficiency and or respond to dispute by either providing additional information of the issue in dispute and how it is in accordance to the SOW specifications or addressing the issue in dispute.

3. Terms and Conditions

3.1 Expiration of BULK

This Agreement and any unused ETUs purchased under this Agreement expire at the 1-year anniversary of the EFFECTIVE DATE of BULK.

3.2 Purchasing Additional ETU’s

Additional ETUs cannot be added to an existing BULK agreement. A new BULK agreement must be executed.

3.3 Refund or Convertibility of BULK

This Agreement is non-refundable.

COMPANY may elect to apply unused ETUs towards any service purchased from CONSULTANT defined in separate SOW so long as those services are provided prior to the expiration of the BULK that provided the ETU’s.

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