MASTER SERVICES AGREEMENT
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This Master Services Agreement ("Agreement") is entered into as of
March 1, 2025 (the "Effective Date"), by and between:

  ACME CORPORATION, a Delaware corporation ("Client")
    500 Market Street, San Francisco, CA 94105

  and

  BLUE HARBOR TECHNOLOGIES, INC., a California corporation ("Vendor")
    1800 Harrison Street, Oakland, CA 94612

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1. SERVICES
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Vendor shall provide managed cloud operations, 24/7 monitoring, and
incident response services as described in each Statement of Work
("SOW") executed under this Agreement.

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2. TERM
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Initial term: 36 months from the Effective Date.
Auto-renewal: 12-month renewal terms unless either party provides
written notice of non-renewal at least 90 days before expiration.

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3. FEES AND PAYMENT
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Monthly Service Fee:       $ 42,500.00
Annual Contract Value:     $ 510,000.00
Total Contract Value (3Y): $ 1,530,000.00

Payment Schedule:
  - Invoices issued on the 1st of each month
  - Payment due within Net 45 days
  - Late fee: 1.0% per month on unpaid balances
  - Annual CPI adjustment capped at 4.0%

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4. SERVICE LEVEL AGREEMENT
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Uptime Commitment:         99.95%
Incident Response (P1):    < 15 minutes
Incident Response (P2):    < 1 hour
Service Credits:           Up to 15% of monthly fee for SLA breach

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5. CONFIDENTIALITY
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Both parties agree to maintain the confidentiality of all proprietary
information for a period of 5 years following termination.

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6. TERMINATION
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Either party may terminate for material breach with 30 days written
notice and opportunity to cure. Client may terminate for convenience
with 90 days notice and payment of early termination fee equal to
three (3) months of service fees.

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SIGNATURES
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ACME CORPORATION             BLUE HARBOR TECHNOLOGIES, INC.
By: Sarah Chen               By: Marcus Rivera
    Chief Financial Officer      Chief Executive Officer
Date: March 1, 2025          Date: March 1, 2025