STRATIX MASTER SERVICES AGREEMENT

Last Modified: April 15, 2026

This Master Services Agreement (including all statements of work and exhibits referenced or incorporated herein, collectively, the “Agreement”) governs the provision of services by The Stratix Corporation, a Georgia corporation (“Stratix”), with a mailing address of 4920 Avalon Ridge Parkway, Peachtree Corners, Georgia 30071, to any customer that accepts this Agreement (“Customer”).

This Agreement becomes effective on the date Customer accepts these terms (the “Effective Date”), whether by executing a statement of work, placing an order referencing this Agreement, or otherwise accepting the services from Stratix.

Customer desires to engage Stratix to provide mobile device management services and mobile device products (“Stratix Business”).

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Stratix Services.
Customer hereby retains Stratix to perform the services described in the each statement of work under this Agreement (“Statement of Work”) which first statement of work is attached hereto as Exhibit A (“Stratix Services”). In addition to any terms and conditions in any applicable Statement of Work, the terms and conditions of the purchase of product under this Agreement are attached hereto as Exhibit A.

2. Term of Agreement & Renewal.
This Agreement shall remain in effect for 36 months from the Effective Date. This Agreement shall renew for successive 12 month periods unless either party provides written notice to the other party of its intention not to renew the Agreement prior to 60 days before the expiration of the current Term.

3. Compensation, Payment, Freight and Taxes.
Customer shall pay Stratix all amounts owed within 30 days from the invoice date. Time is of the essence for such payments. Customer shall not make any set-off or reductions of payments owed to Stratix for any reason. Late payments shall accrue interest at 1.5% compounding monthly, or the highest rate allowed by law. In the event of nonpayment, Stratix may immediately suspend performance of any or all Stratix Services and may invoke any other remedy available under this Agreement or by law. Unless expressly indicated otherwise in a Statement of Work, all payments shall be in U.S. dollars, Customer shall pay (a) all freight Stratix FOB (or, where directly shipped from Stratix supplier, Stratix supplier FOB) (with Customer retaining risk of loss of shipping), and (b) all sales, use, withholding, excise, value added, ad valorem taxes, duties or the like incurred by Customer or imposed on Stratix in the performance of this Agreement or otherwise due as a result of this Agreement (other than Stratix income tax).

4. Independent Contractor Relationship.
Both Customer and Stratix agree that Stratix will act as an independent contractor in the performance of its duties under this Agreement, and that Stratix personnel (where “Personnel” refers to both employees, contractors and agents throughout this Agreement) shall not constitute Customer employees.

5. Confidentiality.
a. “Confidential Information” Defined. “Confidential Information” means any data, materials or information that is not generally known to the public and that is owned or possessed by either party (“Disclosing Party”) and is disclosed to the other party (“Receiving Party”), whether in oral, written, digital or other form of disclosure. Confidential Information also includes any third party information which Disclosing Party is required to keep confidential (“Third Party Confidential Information”). Without limitation of the foregoing, the parties agree that the terms of this Agreement constitute Confidential Information (yet the fact that the parties have entered into the agreement and the general nature of the relationship between the parties is not confidential). This Agreement may be disclosed by the Receiving Party in proper due diligence processes in business transactions in accordance with industry standards and subject to a nondisclosure obligation imposed on the receiving party similar to the obligations in this Agreement. Any confidentiality agreements that the parties may have entered into prior to the execution of this Agreement shall remain in effect and be supplemental to the terms of this Agreement; provided, however, that to the extent of any conflict between the terms of such confidentiality agreements and this Master Customer Agreement, the terms of this Master Customer Agreement shall govern.

b. “Trade Secrets” Defined. “Trade Secret” shall mean information owned or possessed by Disclosing Party, without regard to form, that is disclosed by or on behalf of Disclosing Party to Receiving Party, including but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, in any form or format, which is not commonly known by or available to the public and which: (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets specifically include any Confidential Information satisfying the above criteria.

c. Excluded From “Confidential Information.” Confidential Information does not include any data or information which Receiving Party can demonstrate: (i) was already known to Receiving Party at the time of disclosure; (ii) was independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information; (iii) is in the public domain; or (iv) was rightfully disclosed to Receiving Party by a third party without obligation of confidentiality.

d. Prohibition Against Disclosure and Use of Confidential Information & Trade Secrets. During the term of this Agreement, and indefinitely thereafter, Receiving Party will not, except as otherwise expressly directed by Disclosing Party, use, copy, or disclose, or permit any unauthorized person access to, any of Disclosing Party’s Trade Secrets, except as expressly permitted in the Agreement and necessary for accomplishment of activities required hereby. During the term of this Agreement and for a period of two (2) years after termination of this Agreement (or, if longer, the termination of the last Statement of Work), Receiving Party will not use, copy, or disclose, or permit any unauthorized person access to, Disclosing Party’s Confidential Information, except as expressly directed by the Disclosing Party or as permitted in this Agreement and necessary for accomplishment of activities required hereby. Notwithstanding any term to the contrary in this Agreement, Customer Confidential Information which becomes integrated into Stratix software and systems and cannot be efficiently deleted shall be taken offline and suppressed and archived so that only the top administrator access level would be able to access such Customer Confidential Information after rights to use or access such Confidential Information cease.

e. Need to Know Basis. Receiving Party agrees that it will disclose Confidential Information or Trade Secrets to its employees or contractors only as reasonably necessary for the performance of Receiving Party’s obligations under this Agreement. Prior to disclosing Confidential Information or Trade Secrets to such employees or contractors, Receiving Party will verify with Disclosing Party that such employees or contractors are subject to appropriate confidentiality obligations as compared to this Agreement. Upon termination of this Agreement for any reason, the Receiving Party shall destroy or return all Confidential Information and Trade Secrets of the Disclosing Party, after consulting Disclosing Party as to the Disclosing Party’s preference for destruction or return. Notwithstanding the foregoing, Receiving Party may retain an archival copy of Disclosing Party’s Confidential Information and/or Trade Secrets in order to prove performance of obligations under this Agreement, however, such retained information must not be used and must otherwise be retained and protected in accordance with the terms of this Agreement.

f. Safeguards Against Disclosure. Receiving Party agrees to use at least the same degree of care to avoid and prevent disclosure of Disclosing Party’s Confidential Information and Trade Secrets as Receiving Party uses to prevent disclosure of Receiving Party’s Confidential Information and Trade Secrets, or Receiving Party shall exercise a commercially reasonable degree of care, whichever degree of care is higher.

g. Equitable Relief. Receiving Party acknowledges and agrees that the misappropriation, unauthorized use or disclosure of Confidential Information or Trade Secrets would cause irreparable harm to the Disclosing Party. In the event of any breach of any part of this Section by Receiving Party, Disclosing Party shall be entitled to equitable relief, including but not limited to a temporary restraining order, temporary injunction and/or a permanent injunction. The rights of Disclosing Party under this Section are in addition to the rights that Disclosing Party may have under this Agreement, common law or statutory law.

h. Customer Data. “Customer Data” means any data provided by Customer (other than Aggregated Anonymous Data (defined below)), including but not limited to, any personally identifiable information. Customer Data shall be deemed to be Customer Confidential Information and/or Customer Trade Secrets and shall be owned exclusively by Customer.

i. Aggregated Anonymous Data. “Aggregated Anonymous Data” means performance data collected by Stratix pertaining to the delivery of Stratix Services, including device breakage frequency and causes, support call trends, and similar data, where such data is anonymized so that there is no personally identifiable information in such data and/or no Customer specific information in such data. Aggregated Anonymous Data shall constitute Stratix Confidential Information and/or Stratix Trade Secrets and shall be owned exclusively by Stratix; provided, however, that Stratix shall provide a copy of such Aggregated Anonymous Data upon Customer request and such copy shall be independently owned by Customer and constitute Customer Confidential Information and/or Customer Trade Secrets as to such copy.

j. Case Studies. Notwithstanding any term to the contrary in this Agreement, Stratix may conduct case studies and publish results, which case studies and results may include Customer Data, as long as such case studies and results are anonymized such that Customer is not identifiable and Customer Data is not identifiable to any individual.

k. Press Releases and References. Stratix may identify in public Customer by name as a client in positive references of the existence of the Stratix-Customer relationship, including but not limited to in press releases.

6. Intellectual Property.
a. Created Works & Pre-Existing Works. As between the parties and except as otherwise expressly provided in this Agreement, Customer shall own, and Stratix hereby assigns and agrees to assign in the future as necessary, all property (and all rights in registrations and applications related to such property) which is created by Stratix exclusively for Customer pursuant to express written requirements under a Statement of Work and specifically referenced as “Created Works” in such Statement of Work (whether alone or jointly with Customer or a third party) pursuant to this Agreement (“Created Works”), including but not limited to, property subject to protection by intellectual property laws (relating to patents, trademarks and copyrights), laws pertaining to trade secrets or unfair competition, similar laws protecting intangible property (database or information protection laws) and information not protectable by the preceding laws yet otherwise protectable (all of such property being referred to herein as “Intellectual Property”); provided, however, that this assignment and agreement to assign is contingent upon timely payment by Customer of all amounts due under this Agreement. As allowed by law, Created Works shall be “works made for hire.” Stratix retains all rights to works created prior to the execution of this Agreement or created independently of this Agreement which are necessary for Customer to use the Created Works and provided by Stratix to Customer in conjunction with the Created Works (“Pre-Existing Works”), except as to the license to Pre-Existing Works provided by Stratix herein. Notwithstanding any term to the contrary in this Agreement, the following shall constitute Pre-Existing Works and Stratix shall be the exclusive owner of the following: all Intellectual Property related to the Stratix Business and the provision of the Stratix Services, and the itrac360 software application (including derivative works related to itrac360).

b. Further Documents. The parties agree to execute further documents, testify and provide additional information as necessary to effectuate the intent of this Section without further consideration, including executing a separate document confirming or assigning rights as set forth herein for the purpose of any filings with government agencies.

c. License to Created Works and Pre-Existing Works. Pre-Existing Works which are expressly commissioned by Customer pursuant to Section 6(a) (e.g., Stratix intellectual property embedded in any Created Works for Customer) provided by Stratix as Stratix Services pursuant to this Agreement are provided to Customer hereunder in accordance with the Stratix License. The “Stratix License” is a term (during the period of Stratix Services), worldwide, nonexclusive, royalty-free, license to use the Pre-Existing Works (in object code only form, and not in source code form, where Pre-Existing Works include computer code) to the extent necessary to use any Created Works and/or to receive the Stratix Services for the purpose of Customer’s internal use which includes Customer using such Pre-Existing Works as intended with regards to Customer’s business. Customer may not (i) sublicense its rights to Pre-Existing Works, other than as necessary in the ordinary course of business to use the Created Works or receive the Stratix Services, (ii) assign its rights to such Pre-Existing Works without Stratix’s prior written consent, except in conjunction with a sale of Customer’s business (other than to a Stratix direct competitor), (iii) otherwise reproduce, distribute, display or make derivative works from the Pre-Existing Works. Timely payment by Customer is a condition precedent to the Customer’s rights to the Stratix License, and in the event of late payment by Customer, Stratix may immediately suspend the Stratix License, in addition to taking any other actions permitted by contract or law. Notwithstanding any other term of this Agreement, Created Works do not include updates, modifications, new releases or patches made outside of any services obligations under this Agreement or any statement of work related hereto

d. Third Party Intellectual Property. As part of Stratix Services, Stratix may purchase on Customer’s behalf third party goods or services in accordance with the terms of a Statements of Work where such goods or services contemplate the use of third party Intellectual Property (“Third Party Intellectual Property”). All Third Party Intellectual Property shall be licensed or provided to Customer via terms and conditions provided by such third party, and such terms and conditions (as to such Third Party Intellectual Property) shall govern over any terms set forth in this Agreement or any Statement of Work. As an illustration, when Stratix procures mobile devices for Customer, the mobile device supplier provides the terms and conditions which govern the firmware on the device and any license to the firmware shall be in accordance with the terms and conditions provided by the supplier.

7. Non Solicitation and Non-Hire of Personnel.
During the term of this Agreement or successor terms and for twelve (12) months from the termination for any reason of this Agreement (or the last Statement of Work, if later), neither party (“Prohibited Party”) shall: (1) recruit or encourage, directly or indirectly, any of the other party’s (“Protected Party”) employees, agents or independent contractors to leave the Protected Party’s employ (whether as employee or contractor) or discontinue doing business with the Protected Party, or (2) hire any current or former Protected Party’s employee, agent or contractor with whom Prohibited Party had material contact related to this Agreement, where, as to former employees, agents or contractors, such personnel have provided services to the Protected Party within the past 12 months from the relevant date.

8. Notices.
All notices, requests and demands given or made pursuant to this Agreement shall be sent by certified mail, registered mail, or private carrier such that the notifying party can prove delivery of notice and the respective dates thereof. Notices shall be sent to the addresses above or successor addresses provided by either party. Additionally, all notices shall be sent to the other party’s known email addresses to the party representatives involved with the negotiation and/or execution of this Agreement (including counsel) and to the highest ranking representatives involved with this Agreement and/or any issue or dispute arising out of this Agreement.

9. Warranties and Remedies.
For a period of thirty (30) days following delivery of the Stratix Services, the Stratix Services will substantially conform to any written specifications set forth in a Statement of Work related to such Stratix Services. In the event of any breach of this warranty, Stratix’s sole responsibility, and Customer’s sole remedy, is for Stratix to make reasonable efforts to promptly remedy any such breach by re-performing the Stratix Services.

Stratix shall pass on any third party warranties related to goods (including third party software) or services purchased by Stratix for Customer, to the extent allowed by the supplier of such goods or services. Customer hereby holds Stratix and its officers, directors, and Personnel harmless from any third party representations or warranties, the acts or omissions of third parties providing goods or services, and from any issues arising out of or related to such third party goods or services.
OTHER THAN AS STATED HEREIN, STRATIX MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WITH RESPECT TO THE STRATIX SERVCIES OR ANY OTHER GOOD OR SERVICE OR THIRD PARTY GOOD OR SERVICE PROVIDED OR TO BE PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

STRATIX’S LIABILITY WITH RESPECT TO STRATIX SERVICES OR ANY OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED PURSUANT TO THIS AGREEMENT OR OTHER STRATIX OBLIGATIONS ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE SERVICE FEES CHARGED DURING THE LAST TWELVE MONTHS FROM THE INCIDENT (THE “CAP”), EXCEPT IN THE EVENT OF (A) GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY STRATIX, AND (B) TO THE EXTENT INSURANCE PROCEEDS ARE AVAILABLE FROM STRATIX INSURANCE POLICIES, IN WHICH CASE, THE CAP SHALL BE THE AMOUNT OF NET INSURANCE PROCEEDS AVAILABLE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY INCLUDING CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, SECURITY BREACH, LOSS OF USE OF HARDWARE, DOWNTIME, LOSS OF GOODWILL, LOSS OF BUSINESS, OR SYSTEMS MALFUNCTION, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification.
a. Stratix Indemnification Obligations. Stratix (“Indemnifying Party”) agrees to indemnify, defend and hold Customer and its officers, directors, and Personnel (“Indemnified Party”) harmless from any and all claims, losses, damages, expenses, judgments or other liabilities (including but not limited to reasonable attorneys’ fees which are incurred prior to, during or after trial, bankruptcy proceeding or any alternative dispute mechanism, and including but not limited to tax liability, interest and penalties) for which Indemnified Party becomes obligated to pay due to(1) third party claims of patent or copyright infringement, trade secret misappropriation or other similar claims based upon an alleged violation of a third party’s rights in intangible property or work product constituting Stratix Services; except, however, in instances where Stratix Services are not the primary cause of such claims, (2) property damage or personal injury caused by the negligent or willful acts or omissions by Indemnifying Party or Indemnifying Party Personnel, or (3) illegal acts or omissions by Indemnifying Party or Indemnifying Party Personnel. In the instance where Stratix Services are alleged to violate subsection 10(a)(2), then Stratix shall have the right to require a reasonable workaround, at Stratix’s expense, to avoid such claim set forth in subsection 10(a)(2) and Customer shall promptly implement such workaround.

b. Customer Indemnification Obligations. Customer (“Indemnifying Party”) agrees to indemnify, defend and hold Stratix and its officers, directors, and Personnel (“Indemnified Party”) harmless from any and all claims, losses, damages, expenses, judgments or other liabilities (including but not limited to reasonable attorneys’ fees which are incurred prior to, during or after trial, bankruptcy proceeding or any alternative dispute mechanism, and including but not limited to tax liability, interest and penalties) for which Indemnified Party becomes obligated to pay due to (1) third party claims of patent or copyright infringement, trade secret misappropriation or other similar claims based upon an alleged violation of a third party’s rights in intangible property or work product due primarily to Customer’s systems, software, instructions or configurations or due to Customer’s Personnel acts or omissions; except, however, in instances where Stratix Services are the primary cause of such claims, (2) property damage or personal injury caused by the negligent or willful acts or omissions by Indemnifying Party or Indemnifying Party Personnel, or (3) illegal acts or omissions by Indemnifying Party or Indemnifying Party Personnel.

c. Customer Representations and Warranties. Customer represents and warrants that Customer has all rights necessary for Stratix to provide the Stratix Services and otherwise comply with the Agreement, including but not limited to the right for Customer to allow Stratix to use or interact with any Customer software, systems or hardware as necessary to provide the Stratix Services. Notwithstanding any term to the contrary in this Agreement, Customer will indemnify, defend and hold harmless Stratix and its officers, directors and Personnel (“Indemnified Party”) from any and all claims, losses, damages, expenses, judgments or other liabilities (including but not limited to reasonable attorneys’ fees which are incurred prior to, during or after trial, bankruptcy proceeding or any alternative dispute mechanism, and including but not limited to tax liability, interest and penalties) for which Indemnified Party becomes obligated to pay due to Customer’s breach of this subsection 10(c).

d. Indemnification Notices and Procedures. The Indemnified Party shall notify the Indemnifying Party promptly upon receipt of any such claims and shall provide the Indemnifying Party assistance and cooperation, at the Indemnifying Party’s expense. The Indemnifying Party shall control the defense of any matter, yet may not compel the Indemnified Party to settle such matter if such settlement would adversely impact the Indemnified Party. The Indemnified Party shall have the right to monitor and participate in the defense of any action.

11. Insurance.
Each party shall maintain commercially reasonable insurance (which, at a minimum, shall include any insurance required by law) during the term of this Agreement, and if longer, any Statement of Work. At a minimum, Stratix shall have and maintain the following insurance:

• Commercial General Liability – $1,000,000 (bodily injury and property damage – combined single limit per occurrence) to include personal injury, products / completed operations, contractual liability, broad form property damage, severability of interest (cross liability endorsement), broad form general liability endorsement;
• Warehouse Legal Liability or Property insurance (property of others) for an amount not less than $2,000,000 per occurrence;
• Automobile Liability for an amount not less than $1,000,000 per accident (combined single limit);
• Workers’ Compensation – as required by law; and
• Employer’s liability – $500,000.

and conditions of this Agreement that, by their sense and context, are intended to survive the termination, performance or completion of this Agreement shall so survive. Termination or expiration of this Agreement or any Statement of Work for any reason does not alter Customer’s obligation to pay for any third party goods/services per the terms of those third party purchases (e.g., third party maintenance contract which may have a term beyond the expiration or termination of this Agreement or any Statement of Work).

12. Export Control. Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Stratix Services. The Stratix Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the Services. Customer will ensure that: (a) its end users do not use the Stratix Services in violation of any export restriction or embargo by the United States; and (b) it does not provide access to the Stratix Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.

13. Termination. Either party may terminate this Agreement in the event the other party breaches this Agreement and fails to cure such breach within 30 days following written notice of such breach by the non-breaching party. In the event of termination of this Agreement while any Statement of Work is outstanding, then such Statement of Work shall survive (and the terms set forth in this Master Agreement shall continue to survive) until such time as the Statement of Work is completed or terminated according to its terms or law; provided, however, that the Statement of Work(s) shall not so survive where the nonbreaching party elects to terminate the Statement of Work(s) related to an uncured material breach under this Agreement.

14. Survivability. The terms and conditions of this Agreement that, by their sense and context, are intended to survive the termination, performance or completion of this Agreement shall so survive. Termination or expiration of this Agreement or any Statement of Work for any reason does not alter Customer’s obligation to pay for any third-party goods/services per the terms of those third-party purchases (e.g., third party maintenance contract which may have a term beyond the expiration or termination of this Agreement or any Statement of Work).

15. Trademarks and Use of Name.
Nothing in this Agreement confers upon either party any right to use the other party’s trade names and trademarks, except for permitted license use in accordance with this Agreement. All use of such marks by either party will inure to the benefit of the owner of such marks, use of which will be subject to specifications controlled by the owner. Stratix may use Customer’s name in reference to the fact that Customer is a Stratix customer.

16. Force Majeure.
Neither party shall be liable for any delay or non-performance of any covenant contained herein, other than payment obligations goods or services, nor shall any such delay or non-performance constitute a default hereunder, or give rise to any liability or damages if such delay or non-performance is caused by an event of “force majeure.” The term “force majeure” means events beyond the reasonable control of such party and which by the exercise of reasonable diligence such party is unable to prevent. All parties shall make a good faith effort to effectuate this Agreement where there is an occurrence of a force majeure during and after the occurrence to the extent commercially reasonable.

17. Applicable Law & Assignment.
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States without regard to the conflict of laws provisions thereof, and the state and federal courts located in that state shall have exclusive judicial jurisdiction of the parties for the purposes of adjudicating all disputes that may arise under this Agreement. The parties hereby consent to the jurisdiction of Georgia and waive all objections to venue and personal jurisdiction in those forums for such disputes and agree that service of process may be made by in accordance with the notice provision of this Agreement. Neither party may assign or delegate its rights or obligations under this Agreement without the other party’s written consent, except that either party may assign all of its rights or obligations under this Agreement in conjunction with the sale of its business whether via the sale of all or substantially all of its assets or change of control.

18. Dispute Resolution.
The parties will attempt in good faith to resolve any issue, dispute, or controversy arising out of or relating to this Agreement. If any controversy or claim arising out of, or in any way related to, this Agreement is not resolved in a reasonable manner, at the request of either party, the matter will settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in person in metro-Atlanta, Georgia, United States. The arbitration award will be valid and binding upon the parties, and judgment thereon may be entered and enforced as a final judgment in any court of competent jurisdiction. However, claims for injunctive relief or other equitable relief may be filed in the state or federal courts of Georgia for an order effective until the conclusion of the arbitration and enforcement of the arbitration award. The arbitrator and court shall award attorney’s fees, costs and expenses to the prevailing party in any arbitration or court proceeding, incurred both prior to and after the commencement of formal proceedings.

19. Entire Agreement & Misc.
This Agreement represents the entire agreement between the parties as to the matters referenced herein and is not subject to change or modification except by written agreement signed by all parties. Except as otherwise indicated herein, the covenants and terms set forth in this Agreement shall be considered and construed as separate and independent covenants and terms. Should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement.

20. Order of Governance.
“Master Customer Agreement” shall mean this document. The Master Customer Agreement shall govern over any conflicting terms in a Statement of Work, unless such Statement of Work has expressly designated certain terms as “Terms Superseding the Master Customer Agreement.” All third party goods or services are provided to Customer via terms and conditions provided by such third party, and such terms and conditions (as to such third party goods or services) shall govern over any terms set forth in the Master Customer Agreement or any Statement of Work.

EXHIBIT A
PURCHASE OF PRODUCT

1. Definitions.
As used in this Exhibit A, and in addition to any other terms defined herein, the capitalized terms used herein will have the meanings set. In addition, as used in any Exhibit to the Agreement, the following terms shall have the following meanings: (a) “Stratix Product” means customized product(s) manufactured and/or branded by Stratix to Customer; (b) “Third Party Product” means product(s) manufactured and/or supplied by third parties (including hardware, equipment, software, and Original Equipment Manufacturer (OEM) maintenance agreements or warranties) and distributed by Stratix to Customer; (c) “Embedded Software” means the third party software embedded in the Stratix Products or Third Party Products; (d) “EULA” means the applicable end user license agreement(s) governing Customer’s use of third party software. STRATIX PRODUCT EXAMPLE – PASS THROUGH RETURNS;

2. Third Party Products.
All rights and licenses to any Embedded Software in the Third Party Products are governed by the EULA, if any, provided with such Third Party Products. Customer may return Third Party Products only to the extent that Stratix has the right to return any such product granted to it by the applicable manufacturer or supplier. In any case, the ability to return, restocking fees and other terms and conditions will apply and may differ by manufacturer or supplier.

3. Limited Warranties

• 3.1. Warranty – Stratix Products. From the date of purchase by Customer and continuing for twelve (12) months, Stratix warrants that if used in accordance with the supplied documentation, the Stratix Products will substantially conform to the documentation thereof under normal use. Customer’s sole and exclusive remedy for a breach of the above warranty will be, at Stratix’s option and at no charge to Customer, to (i) repair the non-conforming Stratix Product, (ii) replace the Stratix Product, or (iii) if Stratix determines that neither of the foregoing is commercially reasonable, terminate the applicable Statement of Work, if any, and accept a return of the Stratix Product for a full refund. This limited warranty applies only if the Stratix Products are used for the purpose and in the environment intended and in accordance with this Agreement and are not subject to accidental damage, misuse, or abuse. If Stratix investigates a Stratix Product malfunction pursuant to Customer’s request and such malfunction is found to be caused by operator error or erroneous system configuration (such as improper hardware, software, peripheral equipment, cabling, operating environment, improper data supplied by Customer, misuse, or any other cause not inherent in the Stratix Product), Stratix reserves the right to charge for its Services at its then current time and materials rates.
• 3.2. Pass-Through of Warranties and Indemnifications Third Party Products and Embedded Software. Customer acknowledges that the Third Party Products and Embedded Software are developed and manufactured by third parties. Accordingly, all warranties and indemnification obligations related to Third Party Products and Embedded Software offered by the manufacturers and vendors thereof, if any, shall be passed through by Stratix to Customer to the extent practicable and/or shall be provided directly to Customer from the manufacturer of the Third Party Products and/or Embedded Software. Notwithstanding anything in this Agreement to the contrary, Customer agrees that Stratix shall have no warranty or indemnification obligations, express or implied, with respect to Third Party Products or Embedded Software.