Master Services Agreement Summary

Agreement Structure

The MSA consists of the main Terms and Conditions plus three exhibits: Exhibit A (Scope of Services and SLA Targets), Exhibit B (Fee Schedule), and Exhibit C (Customer Responsibilities).

Term and Termination

The agreement begins on the Service Commencement Date and continues month-to-month. Either party may terminate with thirty (30) days' written notice. Termination for cause is available with ten (10) days' notice after an uncured material breach. If Armbrust terminates for convenience, it will continue services for up to 90 additional days upon client request at contract terms.

Cost-Plus Pricing

All charges are pass-through cost plus a 20% General Conditions Markup, except where the Fee Schedule lists a service as Included. Invoices are issued weekly (Monday for the preceding Monday-Sunday activity). Payment is due upon receipt with a seven (7) calendar day grace period. No monthly minimum order requirement.

Service Level Targets

Service Credits

1% credit of weekly Fulfillment Fees per SLA category missed, up to 10% maximum per week. Credits are automatic and applied to the following week's invoice. Wrong item shipped: Armbrust covers FedEx 2-Day replacement plus $5 credit.

Liability and Indemnification

Total liability is capped at the greater of total fees paid in the preceding twelve months or $50,000, except for gross negligence, willful misconduct, or confidentiality breaches. No consequential damages. Claims must be brought within one year. All implied warranties are disclaimed to the maximum extent permitted by law.

Shrinkage and Inventory Loss

1% shrinkage allowance on total on-hand inventory. Losses within the allowance are not Armbrust's responsibility. Credits above 1% are calculated at the customer's landed cost, capped at $1.00 per pound. Customer must carry its own inventory insurance for casualty events.

Governing Law

Governed by the laws of the State of Delaware. Exclusive jurisdiction in the state or federal courts of Travis County, Texas. The agreement may not be assigned without prior written consent, except to an affiliate or successor by merger or acquisition.