Service Agreement
Parties
This Master Service Agreement ("Agreement") is entered into on October 1, 2024, by and between:
Vertex Innovations LLC, a limited liability company incorporated under the laws of Delaware, with its principal office located at 7890 Techway Drive, Wilmington, DE, 19803 (the "Service Provider"),
and
Horizon Global Enterprises Inc., a corporation organized under the laws of California, with its principal office located at 2345 Expansion Boulevard, San Jose, CA, 95131 (the "Client").
1. Scope of Services
1.1 Description of Services
The Service Provider agrees to provide IT infrastructure management, cybersecurity services, and cloud integration services to the Client, including monitoring, maintenance, and incident response.
1.2 Service Locations
Services will be rendered both remotely and on-site at the Client’s headquarters or data centers as required and mutually agreed by both parties.
2. Term and Termination
2.1 Effective Date and Duration
This Agreement shall become effective on October 1, 2024, and shall continue for a period of three (3) years unless terminated earlier.
2.2 Termination for Cause
Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
3. Fees and Payment
3.1 Compensation and Fees
The Client agrees to pay the Service Provider a fixed monthly fee of $75,000 for core services, with additional fees incurred for special projects billed at $200 per hour.
3.2 Payment Schedule
Invoices shall be submitted by the Service Provider on the first day of each month, with payment due within thirty (30) days. Late payments shall incur a penalty of 2% per month on the outstanding balance.
4. Confidentiality
4.1 Definition of Confidential Information
Confidential Information includes, but is not limited to, business plans, client lists, trade secrets, proprietary technologies, and any information marked as "Confidential."
4.2 Obligations of Confidentiality
Both parties agree to keep all Confidential Information strictly confidential and to use it solely for the purposes of performing under this Agreement. Disclosure is permitted only with prior written consent or as required by law.
5. Intellectual Property
5.1 Ownership of Deliverables
All deliverables produced by the Service Provider, including software, reports, and technical documentation, shall be owned by the Client, except for any pre-existing intellectual property owned by the Service Provider.
5.2 License for Pre-Existing IP
The Service Provider grants the Client a non-exclusive, royalty-free, perpetual license to use any pre-existing intellectual property that is integrated into the deliverables for the purposes outlined in this Agreement.
6. Data Protection and Security
6.1 Data Protection Compliance
Both parties agree to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Each party is responsible for implementing appropriate technical and organizational measures to protect personal data.
6.2 Data Breach Notification
In the event of a data breach involving Confidential Information or Personal Data, the Service Provider shall notify the Client within twenty-four (24) hours and provide a detailed incident report within seventy-two (72) hours.
7. Warranties and Disclaimers
7.1 Warranties of Service Provider
The Service Provider warrants that all services will be performed with reasonable skill and care, and in accordance with industry standards. The Service Provider further warrants that all deliverables will be free from material defects.
7.2 Disclaimer of Warranties
Except as expressly set forth in this Agreement, the Service Provider disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
8. Limitation of Liability
8.1 No Liability for Consequential Damages
Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages arising from this Agreement, including but not limited to loss of profits or data.
8.2 Liability Cap
The total aggregate liability of either party under this Agreement shall not exceed the total fees paid by the Client to the Service Provider in the twelve (12) months preceding the claim.
9. Indemnification
9.1 Indemnification by Service Provider
The Service Provider agrees to indemnify and hold harmless the Client from any claims, damages, or liabilities arising from the Service Provider's negligence or willful misconduct in the performance of services.
9.2 Indemnification by Client
The Client agrees to indemnify the Service Provider from any claims arising from the misuse of the deliverables or the Client’s failure to comply with applicable laws.
10. Force Majeure
10.1 Effect of Force Majeure
Neither party shall be held liable for any failure or delay in performance due to Force Majeure, provided that the affected party provides written notice of the Force Majeure event within five (5) days.
11. Governing Law and Dispute Resolution
11.1 Governing Law
This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles.
11.2 Dispute Resolution
Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration under the rules of the American Arbitration Association, with the venue for arbitration in San Jose, California.
12. Non-Solicitation
12.1 Non-Solicitation of Employees
Neither party shall, during the term of this Agreement and for a period of twelve (12) months thereafter, solicit or hire any employees of the other party without prior written consent.
12.2 Penalty for Breach
In the event of a breach of this non-solicitation clause, the breaching party agrees to pay liquidated damages equal to twelve (12) months' salary of the solicited employee.
13. Assignment
13.1 Assignment by Client
The Client may assign its rights or delegate its obligations under this Agreement only with the prior written consent of the Service Provider.
13.2 Assignment by Service Provider
The Service Provider may assign this Agreement to an affiliate or successor entity with prior written consent from the Client.
14. Amendments and Modifications
14.1 Written Amendments Only
This Agreement may only be amended or modified by a written instrument signed by both parties.
14.2 No Waiver
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provisions of this Agreement.
15. Notices
15.1 Notice Requirements
Any notice or communication required or permitted under this Agreement must be in writing and delivered via certified mail, return receipt requested, or by a nationally recognized courier service.
15.2 Addresses for Notices

Vertex Innovations LLC: 7890 Techway Drive, Wilmington, DE, 19803
Horizon Global Enterprises Inc.: 2345 Expansion Boulevard, San Jose, CA, 95131