Master Subscription Agreement

Preamble

This Master Subscription Agreement ("Agreement") is entered into by Digital EMS Solutions, Inc. and the Client entity. It governs Client's acquisition and use of Digital EMS Solutions' services, effective upon the last party's execution.

1Definitions

Key terms used throughout this Agreement include:

• Agreement — This MSA, Work Orders, Attachments, Exhibits, and Amendments.
• Business Day — Monday–Friday, 9am–5pm PST (8 hours), excluding holidays.
• Business Week — 5-day period Monday–Friday, excluding holidays.
• Confidential Information — Proprietary products, trade secrets, software, code, customer lists, and designs (written, or within 15 days of oral disclosure).
• COTS — Pre-designed software available to many customers.
• MOTS — Modified-off-the-shelf derivative work.
• Custom IP / Software — Software designed for a specific customer purpose.
• Deliverable — Intangible or tangible product from a Work Order.
• Fixed Fee — A fixed amount of compensation due in return for a fixed Deliverable.
• Intellectual Property — Trademarks, patents, copyrights, trade secrets, databases, APIs, and documentation.
• Licensed Information — Software information owned by Digital EMS and licensed to Client.
• Local Travel — A destination within 30 miles of the company office.
• Materials / Expenses — Third-party licenses, hardware, travel, and delivery costs.
• On-Site Hour — An hour worked on Client premises.
• Statement of Work — Technical document outlining custom-development specifications.
• Support — Technical support for configuration and defect monitoring.
• Software — Digital EMS-developed software (third-party purchases are Third Party Material).
• Time and Materials Basis — Charges billable per hour worked multiplied by hourly rate, plus Material costs.
• Work Order — Document detailing services, Deliverables, costs, and payment terms.

2Term of Agreement

The initial term runs 12 months from the Effective Date. It auto-renews for successive 12-month periods unless either party provides 30 days' written notice before term expiration.

3Work Orders

Creation

The parties detail engagement scope, pricing, acceptance criteria, and deliverables via a Work Order. COTS purchases include quantity and SKU. Work Order terms prevail over the MSA where specified.

Modification

Changes exceeding 10 estimated hours require a new written Work Order or Change Order with Client signature before work begins. Modifications under 10 hours may be accepted verbally and billed on a Time and Materials basis.

Fee Models

• Fixed Fee — Flat fee plus Expenses (unless the Work Order specifies otherwise); may include milestone payments.
• Time and Materials — Billed at Work Order-specified rates.

Legal Effect

Work Orders incorporate into the Agreement by reference and don't override the MSA unless expressly stated. Work Order payment terms control for that engagement.

Customized Software Development

MOTS development requires a mutual Statement of Work defining tasks and timelines. All customized software IP is owned by Digital EMS Solutions unless a separate contract specifies otherwise. Client receives only a license, never ownership, under this Agreement.

4Performance of Services

Commencement. Services begin only after a mutually signed Work Order is executed.

Use of Know-How. Digital EMS employs its IP, talent, and skills; Client receives a conditional license to pre-existing IP used in Deliverables per Section 6.

Materials. Digital EMS identifies Materials needed; Client pays for mutually agreed acquisitions.

Acceptance.The Work Order specifies acceptance criteria. Objective criteria are complete upon satisfaction. For subjective or unspecified criteria, Client has 15 days to accept, reject with written explanation, or request a 15-day extension (not unreasonably withheld). Default acceptance occurs if Client doesn't respond within the timeframe or after a fourth revision.

5Fees, Invoicing, and Payment Terms

Prompt Payment Acts. For Governmental Entities, governing prompt-payment acts control if they unambiguously conflict with this Section 5.

Fees. Client owes fees per a mutually executed Work Order.

Scheduling Non-Local Travel.Air travel requests require 3+ weeks' advance notice. Digital EMS reserves approval/denial rights and may invoice costs for requests within 3 weeks.

Cancellation / Reschedule / Delay.Client must provide 10 business days' notice for "Staffing Changes" (location- or time-specific work). Failure to notify triggers a reimbursement obligation. Digital EMS uses commercially reasonable efforts to mitigate losses.

Invoicing. Net-30 default terms. Written objections are required. Client may request a 15-day review extension (not unreasonably withheld). Failure to object within 15 days constitutes invoice acceptance and waiver of objection rights. Payment by check or ACH.

Remedies for Non-Payment. Digital EMS may suspend services, charge late fees (lesser of 1.5% or the legal maximum), and invoice collection costs including attorney fees.

Travel Costs.$1,000 per trainer per trip plus $1,000 per trainer per day (continental US). International quoted upon request. Maximum one business week per trip. "Overlapped Weekends" (multi-week trips) incur additional trip charges. Staff work 8 hours daily (first and last days reserve 2 hours travel time).

Time and Materials Rate. Default $175/hour unless the Work Order specifies otherwise.

Price Escalation. Up to a 3% annual increase on anniversary dates. Travel prices escalate once yearly (future travel only).

6Data and Intellectual Property

De-Identification. Digital EMS may create de-identified datasets and use or redistribute them subject to this Agreement, applicable law (HIPAA/HITECH, state privacy laws), and HIPAA Safe Harbor removal of the 18 data elements plus state-designated Personal Information. Digital EMS uses industry best practices (NISTIR 8053) and reasonable safeguards, and shall not re-identify records.

Grant of License and IP Ownership.Digital EMS' pre-existing IP (architecture, modules, processes, Know-How) remains owned by Digital EMS. Digital EMS grants Client a royalty-free, worldwide, transferable, non-exclusive license for pre-existing IP solely in conjunction with Deliverables per the selected license, conditioned on full Work Order payment. Client cannot transfer, sublicense, or create derivatives except as necessary for Work Order purposes. New Custom IP authored during a Work Order is owned by the authoring party; derivative works are owned by the original work owner. COTS/MOTS IP is owned by Digital EMS. A Work Order may specify ownership; absent such terms, the MSA controls.

7Confidentiality

Acknowledgement.Each party acknowledges the other's Data, customer lists, business plans, pricing, and software designs constitute Confidential Information. Oral information is Confidential only if the Disclosing Party provides written notice within 15 days with a reasonable description. This Section does not apply to legally required disclosures.

Obligations.Each party maintains confidentiality using at least a reasonable degree of care. Exceptions: public-domain information, independently acquired information, validly disclosed third-party information, or information becoming publicly known without the recipient's fault.

Survival. This Section survives termination of the Agreement.

8Warranties

No Conflicts of Interest. Digital EMS has no obligations conflicting with its Agreement obligations.

Services. Services are provided professionally, in a workmanlike manner, per industry standards and applicable law. Deliverables conform substantially to Work Order specifications.

EXCEPT AS STATED, SERVICES ARE PROVIDED WITHOUT WARRANTY; DIGITAL EMS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Client waives representations made pre-Agreement. Agreement remedies are exclusive.

9Limitation of Liability

NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES arising from the Agreement, even if advised of the likelihood. Each party's cumulative liability is limited to Client's Insurance Coverage amounts.

10Dispute Resolution

Good Faith Negotiation (Governmental Entities). Parties negotiate promptly via higher-level executives. Written notice triggers a 15-day written response. Executives meet within 30 days. Negotiation communications are confidential, privileged, and inadmissible (except otherwise discoverable evidence).

Arbitration (Non-Governmental Clients).Disputes are resolved via an American Arbitration Association arbitrator in the defending party's state, under AAA rules. If parties can't agree on an arbitrator, each selects one and those two select a third. The arbitrator interprets the Agreement only and cannot modify provisions, and permits reasonable pre-hearing discovery. The determination is conclusive, final, and binding; judgment may be entered in any jurisdiction. Parties equally share arbitrator fees. The arbitrator may award costs and attorney fees to the prevailing party.

11Non-Exclusivity

The Agreement establishes no exclusivity.

12Amendments

Modifications require a mutually executed writing signed by authorized persons.

13Termination

Either party may terminate with 30 days' prior written notice, additive to other termination rights.

14Indemnification

Digital EMS Indemnity.Digital EMS defends and indemnifies Client from third-party Claims arising from Digital EMS negligence, willful misconduct, or patent/IP infringement. Client must notify Digital EMS promptly. Digital EMS controls defense and settlement, and has no obligation for Claims from Client's negligence or wrongdoing. Client must provide notice within 60 days of actual knowledge, or Digital EMS has no obligation.

Client Indemnity (Non-Governmental Clients). Client defends and indemnifies Digital EMS from third-party Claims arising from Client negligence or willful misconduct. Digital EMS must notify Client promptly. Client controls defense and settlement, and has no obligation for Claims from its own negligence or wrongdoing. Digital EMS must provide notice within 60 days.

15General Terms

• Insurance Requirements. Digital EMS provides a Certificate of Insurance upon request; further requirements attached.
• Electronic Signatures. Transactions are conducted primarily electronically; electronic signatures and Deliverables are equivalent to physical versions.
• Business Days and Holidays. A business day is 8 hours, excluding Saturdays, Sundays, and holidays per party policies. Services default to 9am–5pm PST on Business Days.
• Counterparts. The Agreement may be executed in counterpart originals; each is an original and all together form one Agreement. Electronic counterparts are equally valid.
• Force Majeure. Neither party is liable for delays or non-performance due to unforeseeable external events beyond reasonable control (war, terrorism, labor strikes, fire, disease, epidemics, transportation disruptions). Excludes travel cancellation/rescheduling costs per Section 5.
• Reasonable Cooperation. Client reasonably cooperates to enable performance, providing timely access, information, and materials. Digital EMS is not liable for Client-caused delays.
• Non-Assignability. Parties cannot assign without prior written consent.
• Jurisdiction and Venue. Governed by the laws of the applicable jurisdiction state and county.
• Entire Agreement. This Agreement is the entire understanding regarding services, goods, products, software, and compensation, superseding all prior proposals, negotiations, representations, and communications.
• Severability.Invalid provisions don't affect other provisions' validity.
• Waiver.Waiving one provision doesn't waive others or preclude enforcement.
• Nonappropriation (Governmental Entities). Continuation is contingent on legislative appropriations. Insufficient funds terminate the Agreement on the first fiscal year without appropriation. Digital EMS is entitled to payment for in-progress deliverables, incurred obligations, and reasonable close-out costs.
• Attorneys' Fees. The prevailing party in an enforcement action recovers reasonable attorney fees and expenses.
• Independent Contractors. Digital EMS and its personnel are independent contractors, not Client agents, employees, or representatives, and are not authorized to bind Client.
• Notices.Written notices are deemed given upon delivery (including email) or U.S. mail registration/certification with return receipt, postage prepaid, on the postmarked date, addressed to the notified party's address.