Terms of Service – TNT Intra-Networks

IT Support Terms of Service (Break/Fix / On-Demand)

Last Updated: August 26, 2026 @ 10:23am MST

MASTER SERVICES AGREEMENT

This Master Services Agreement (the “Agreement”) is made effective as of the day of ________, 2026 (the “Effective Date”)

BETWEEN:

Thomas Hill, doing business as TNT Intra-Networks (“TNT“).

AND:

(the“Client”)

(each a “Party” and collectively, the “Parties“)

RECITALS

TNT provides on-demand Information Technology (“IT”) consulting, troubleshooting, repair, installation, configuration, and technical support to its clients.
Client Name desires to hire TNT to support its IT operations.
The Parties agree that the following terms and conditions apply to this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 – DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

“Agreement” means this Master Services Agreement, including all Statements of Work, schedules, amendments, and Change Orders.
“Business Day” means any day other than a Saturday, Sunday, or statutory holiday in Alberta.
“Change Order” means a written document signed or otherwise approved by both Parties describing changes to the Services, Deliverables, Fees, schedule, or scope of a Statement of Work.
“Client Data” means all information, data, records, files, credentials, documentation and other materials supplied by or on behalf of the Client.
“Deliverables” means all reports, documentation, configurations, network diagrams, scripts, implementation materials or other work product expressly identified in a Statement of Work as being deliverable to the Client.
“Emergency Services” means services requested outside Normal Business Hours or requiring immediate response.
“Fees” means the fees payable under this Agreement or any applicable Statement of Work.
“Normal Business Hours” means Monday through Friday between 8:00 a.m. and 5:00 p.m. local time, excluding statutory holidays.
“Priority Services” means expedited response services purchased under an applicable Statement of Work in exchange for the monthly Priority Service Retainer described in this Agreement.
“Services” means the information technology consulting, implementation, support, troubleshooting and related professional services performed by TNT.
“Statement of Work” or “SOW” means a written document describing the Services, Deliverables, Fees, timelines, assumptions and any special terms applicable to a particular engagement.
“TNT Background IP” means all software, templates, methodologies, scripts, automation tools, utilities, documentation standards, know-how, processes and other intellectual property owned or developed by TNT independently of the Client.

1.2 Interpretation. Headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; references to legislation include amendments and successor legislation; “including”, “includes”, and “such as” mean “including without limitation”; and references to a Party include its permitted successors and assigns.

1.3 Order of Precedence. If there is any conflict between documents comprising this Agreement, they govern in the following order:

(a) any executed Change Order;

(b) the applicable SOW;

(d) any schedules attached to this Agreement;

Client purchase orders or procurement documents do not modify this Agreement unless expressly agreed in writing by TNT

ARTICLE 2 – SERVICES

2.1 Scope of Services. TNT provides professional IT consulting and support services on an on-demand, time-and-materials basis, which may include troubleshooting, repair, installation, configuration, migration, infrastructure implementation, cybersecurity consulting, project consulting, technology assessments, documentation, and other IT consulting services agreed by the Parties

2.2 Excluded Services. Unless expressly included in a SOW, the Services do not include 24-hour monitoring, managed IT services, SOC monitoring, patch management, backup management, disaster recovery services, incident response services, help desk services, guaranteed response times, guaranteed resolution times, or SLAs, and no SLA, service credit or uptime commitment applies unless expressly set out in a SOW.

2.3 Statements of Work. Each project may be documented in a SOW identifying scope, Deliverables, pricing, assumptions, dependencies, timelines, acceptance criteria, and any project-specific terms; if a SOW conflicts with this Agreement, the SOW governs to the extent of the inconsistency.

2.4 Assumptions and Dependencies. Unless otherwise agreed:

Services performed by IT professionals are billed at $130.00/hour during Normal Business Hours and $175.00/hour for approved after-hours or overtime Services;
Services performed by support staff are billed at $75.00/hour;
Priority Services are available only where separately contracted and are billed at a $500.00 non-refundable monthly Priority Service Retainer plus $250.00/hour for Priority Services performed;
the Client shall provide clear written direction regarding project objectives and promptly communicate scope changes in writing to TNT;
Client-requested changes may result in additional Fees, revised timelines and amended Deliverables;
the Parties will cooperate in good faith to revise plans where unforeseen technical issues arise;
upon completion, TNT will provide the Deliverables identified in the applicable SOW, including agreed technical documentation;
the Client is solely responsible for maintaining all project documentation after delivery; and
TNT is under no obligation to retain project documentation following completion and may recreate documentation, where reasonably possible, at TNT’s then-current hourly rates if requested later.

2.5 Change Management. No Party may rely upon verbal instructions to alter scope. Changes affecting scope, Deliverables, pricing or schedules must be confirmed in writing, including by email, before additional work is performed.

2.6 Acceptance of Deliverables. Unless otherwise provided in the applicable SOW:

Deliverables are deemed accepted five (5) Business Days after delivery unless the Client provides written notice identifying specific material deficiencies;
TNT will use commercially reasonable efforts to correct verified deficiencies within a reasonable period; and
acceptance shall not be unreasonably withheld or delayed.

ARTICLE 3 – CLIENT RESPONSIBILITIES

3.1 Cooperation. The Client shall:

provide complete and accurate instructions;
designate a primary contact with authority to make decisions and approve changes;
provide TNT with timely access to facilities, equipment, systems, software, cloud services, user accounts, and documentation;
obtain and maintain necessary consents, licences and permissions; promptly review Deliverables and provide approvals or comments within specified timelines;
promptly communicate changes in business requirements; provide a suitable testing environment or accept operational risks if in production;
identify information requiring heightened security or regulatory protection; and
otherwise cooperate in good faith

3.2 Client Decisions. Client remains solely responsible for business decisions, system configurations it approves, user permissions, access control policies, software licensing, regulatory compliance, cybersecurity policies, and operational decisions. TNT may make recommendations, but such recommendations are non-binding and remain recommendations only, and implementation decisions remain solely those of the Client.

3.3 Software Licensing. Client warrants it possesses all licences necessary for the software and systems upon which TNT performs Services, and TNT is not responsible for verifying licence compliance unless expressly retained under a SOW.

3.4 Backup Responsibility. Unless expressly stated otherwise in a SOW:

Client is solely responsible for creating, maintaining and testing backups;
TNT has no obligation to verify backup integrity or recovery capability; and
TNT may recommend backup procedures but does not warrant their adequacy.

3.5 Remote Access. Where remote access is required, Client shall provide secure credentials, authorize access, revoke credentials upon completion where appropriate, and maintain secure authentication practices. TNT shall use commercially reasonable efforts to protect credentials provided by Client.

3.6 Safe Working Environment. Client shall provide a safe working environment for onsite Services, and TNT may suspend Services where unsafe conditions exist until corrected.

3.7 Refusal of Unsafe or Unlawful Work. TNT may decline requests where, in its reasonable opinion, the work would violate law or licence agreements, compromise cybersecurity, present unreasonable safety risk, or expose either Party to unreasonable risk. Should TNT refuse to perform work pursuant to this paragraph, such refusal shall not constitute a breach of this Agreement.

ARTICLE 4 – THIRD-PARTY PRODUCTS AND SERVICES

4.1 Third-Party Providers. Many Services involve products or services supplied by third parties (e.g., hardware manufacturers, software vendors, cloud providers, carriers, ISPs) that TNT does not control.

4.2 Third Party Client Contracts. Unless otherwise agreed upon in writing, contracts for third-party products or services are entered into directly between Client and the vendor. The Client acknowledges and agrees that TNT acts solely as a technical advisor or implementation consultant, and that TNT is not a distributor or contracting intermediary.

4.3 Vendor Terms. Client agrees to comply with all applicable software licence agreements, cloud service agreements, manufacturer warranties, acceptable use policies, and end user license agreements (“EULA”).

4.4 Procurement Authority. TNT shall not purchase hardware, software, subscriptions or other products on Client’s behalf without prior written approval, and where the purchase exceeds $300.00, TNT may require payment in advance.

4.5 Third-Party Liability. TNT is not liable for loss arising from vendor delays, product defects, licensing issues, subscription interruptions, cloud outages, Internet failures, cybersecurity incidents affecting third-party systems, manufacturer warranty claims, pricing changes, or product discontinuations; such matters are addressed directly with the third-party provider.

4.6 Vendor Availability. Project schedules remain subject to vendor availability and third-party delivery timelines, and third-party delays constitute excusable delay.

ARTICLE 5 – FEES AND PAYMENT

5.1 Rates and Pricing. Unless otherwise specified in a SOW, Fees are as follows, exclusive of applicable taxes:

5.2 Billing Increments. Ad hoc Services are billed in 15-minute increments, based on actual time spent performing the Services.

5.3 Long-Term Projects/Progress Billing. Where a SOW estimates Services exceeding 20 hours, TNT may invoice on a bi-weekly progress basis, payable notwithstanding overall project completion status.

5.4 Invoicing and Payment Terms. Invoices are issued periodically and are due within thirty (30) days from the invoice date.

5.5 Late Payment/Suspension/Reinstatement. Amounts unpaid after their due date can accrue interest at the lesser of 1.5% per month (18% annually) or the maximum permitted by applicable law, and Client shall reimburse TNT for reasonable collection costs where permitted by law Where payment remains outstanding, TNT may suspend performance upon written notice until the account is brought current, and may charge a reasonable reinstatement fee before Services resume.

5.6 Cancellation Charges. If Client cancels or postpones scheduled Services without at least twelve (12) hours’ prior notice, TNT may charge a minimum of two (2) hours at the applicable hourly rate.

5.7 After Hours/Overtime. After-hours or overtime Services commence upon TNT’s mobilization and continue until the issue is resolved or TNT completes the requested response and returns from the Client’s location to TNT’s location, billed at applicable emergency rates.

5.8 Rate Changes; Notice/Annual Review. TNT may revise hourly rates by providing not less than thirty (30) days’ prior written notice, with changes applying prospectively to Services after the effective date TNT may amend generally applicable business terms on thirty (30) days’ written notice for future Services, and Client may object in writing before the effective date.

5.9 Equipment Left with TNT. Equipment unclaimed more than thirty (30) days after written notice that it is available for pickup may be subject to reasonable storage charges and treated as abandoned property, subject to applicable law.

5.10 Expenses and Travel. TNT will invoice reasonable, pre-approved out-of-pocket expenses, including travel, accommodation, per diem, mileage, parking, courier, and incidental costs, supported by receipts where customary. Client pre-approval is required for any single expense exceeding $250.00 and for airfare, hotels, and rental cars; economy class travel will be used unless otherwise approved. Daily travel time may be billed at [50%] of the applicable hourly rate when exceeding [1] hour one-way for onsite visits, subject to prior approval. Caps and thresholds in this section apply where permitted by law. [Parties to confirm Client-specific caps and thresholds in the applicable SOW.]

ARTICLE 6 – TERM, SUSPENSION & TERMINATION

6.1 Term. This Agreement commences on the Effective Date and continues until terminated per this Article.

6.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW on thirty (30) days’ prior written notice, and Client remains responsible for Services performed, completed Deliverables, approved work in progress, non-cancellable third-party commitments, and Fees accrued before termination.

6.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other commits a material breach and fails to remedy within thirty (30) days after notice, becomes insolvent/bankrupt/enters receivership, or if continued performance would violate applicable law.

6.4 Suspension. TNT may immediately suspend Services where undisputed invoices remain unpaid for fifteen (15) days after their due date and are not cured within five (5) Business Days after written notice, and in those instances where TNT’s performance of its obligations presents an imminent cybersecurity risk, where Client requests unlawful Services, or where Client’s systems create a material threat to TNT’s personnel, infrastructure or other clients.

6.5 Effect of Termination. Upon termination:

TNT shall cease providing Services;
Client must pay all outstanding Fees for Services that have been provided up to the date of termination;
each Party returns or destroys the other Party’s Confidential Information in accordance with Article 6;
TNT shall provide the Client with any completed Deliverables for which payment has been received; and
each Party promptly returns the other Party’s equipment.

ARTICLE 7 – CONFIDENTIALITY AND INFORMATION SECURITY

7.1 Confidential Information. Each Party, as Receiving Party, agrees to use the Disclosing Party’s Confidential Information solely for performing or receiving the Services, protect it with at least a commercially reasonable standard of care, restrict disclosure to those with a need to know bound by comparable obligations, and not disclose except as permitted or required by law.

7.2 Exclusions. Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without reference, or is lawfully received from a third party without restriction.

7.3 Information Security. Each Party shall implement commercially reasonable administrative, technical and physical safeguards appropriate to the nature of information being protected, including least-privilege, multi-factor authentication for privileged accounts where reasonably available, encryption of portable storage, reasonable endpoint security, and generally accepted industry security practices. The Parties acknowledge that cybersecurity best practices evolve over time, and each shall use commercially reasonable efforts to maintain practices consistent with prevailing industry standards.

7.4 Security Incidents. Each Party shall notify the other without undue delay and within seventy-two (72) hours after becoming aware of any actual or reasonably suspected unauthorized access, disclosure, or compromise of Confidential Information relating to the Services, and the Parties shall cooperate in good faith in investigating, mitigating, and responding; each Party bears costs arising from incidents caused by its own acts or omissions.

Each Party shall cooperate promptly and in good faith to contain, investigate, and remediate incidents, including providing relevant logs, records, and technical details to the extent reasonably necessary and permitted by law.

7.5 Client Data Minimization. Client shall provide only data reasonably necessary for TNT to perform the Services and, unless expressly agreed in writing, shall not provide regulated personal information, health information, payment card information or other sensitive regulated data requiring enhanced compliance obligations.

7.6 Return and Destruction. Upon termination or upon Client’s written request after completion, TNT shall return the Deliverables identified in the applicable SOW, subject to payment of all outstanding Fees. TNT shall provide outstanding project documentation requested by Client within thirty (30) days, and each Party shall destroy the other Party’s Confidential Information within seven (7) days following completion of the return process, except for legally required retention or routine archival backups.

ARTICLE 8 – INTELLECTUAL PROPERTY

8.1 TNT IP. TNT retains all right, title and interest in and to the Services, TNT Background IP, software, utilities, templates, methodologies, automation scripts, documentation standards, know-how, workflows, improvements, modifications, and IP developed independently of Client, and nothing transfers ownership of TNT Background IP to Client.

8.2 Client Materials. Client retains ownership of Client Data, business records, trademarks, proprietary information, software owned by Client, and other materials supplied to TNT, and grants TNT a limited, non-exclusive licence to use such materials solely to perform the Services.

8.3 Licence to Deliverables. Subject to payment in full of all Fees and TNT’s ownership of Background IP, TNT grants Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, copy, maintain, and modify the Deliverables specifically created for Client under a SOW for Client’s internal business operations.

8.4 Embedded TNT Technology. To the extent Deliverables incorporate TNT Background IP, TNT grants Client a perpetual licence to use such embedded technology only as incorporated within the Deliverables, and Client shall not separate, extract, reverse engineer, commercialize, sublicense, redistribute, or exploit TNT Background IP independently from the Deliverables.

8.5 Feedback. Suggestions or feedback provided by Client may be used by TNT without restriction or additional compensation, provided such use does not disclose Client’s Confidential Information.

ARTICLE 9 – WARRANTIES, DISCLAIMERS & SERVICE LIMITATIONS

9.1 Services Warranty and Exclusive Remedy. TNT warrants the Services will be performed in a professional manner by personnel with appropriate skill and in accordance with generally accepted IT industry practices for thirty (30) days following completion, and Client’s exclusive remedy is re-performance of deficient Services or correction of affected Deliverables, at TNT’s option.

9.2 Technology Risks/No Outcome Guarantees. TNT does not warrant uninterrupted operation, error-free performance, compatibility with every third-party product, complete elimination of cybersecurity risks, recovery of lost data, uninterrupted availability, prevention of all failures, business outcomes, performance metrics, cost savings, uptime, successful recovery of corrupted data, elimination of cybersecurity incidents, or achievement of any particular technical objective, and Services are provided on a commercially reasonable, best-efforts basis.

9.3 Disclaimer. Except for express warranties, and to the maximum extent permitted by applicable law, all Services, Deliverables, software, documentation and related materials are provided “as is” and “as available”, and TNT disclaims all other warranties, conditions and representations, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, satisfactory quality and quiet enjoyment, and does not warrant freedom from interruption, error, defect or security vulnerability.

9.4 Corporate Representations of the Parties. TNT represents and warrants that:

It is properly established and in good standing under the laws of its jurisdiction of establishment;
- It has all necessary power and authority to enter into, execute, deliver, and perform its obligations under this Agreement and all necessary action has been taken by it to approve this Agreement and the transactions contemplated herein; and
- The entering into and performance of this Agreement does not violate or breach any other agreement to which TNT is a party, or any of its constating documents.

The Client represents and warrants that:

It is properly established and in good standing under the laws of its jurisdiction of establishment;
It has all necessary power and authority to enter into, execute, deliver, and perform its obligations under this Agreement and all necessary action has been taken by it to approve this Agreement and the transactions contemplated herein;
It has made full, true, and plain disclosure of all facts relevant to the Project and its commitments under this Agreement and will comply with the same throughout the Term, including specifically any ongoing disclosure and reporting obligations;
The entering into and performance of this Agreement does not violate or breach any other agreement to which the Client is a party, or any of its constating documents.

ARTICLE 10 – LIMITATION OF LIABILITY

10.1 Duty to Mitigate. Each Party shall use commercially reasonable efforts to mitigate losses arising out of this Agreement.

10.2 Liability Cap Except as set out in the stated exceptions, TNT’s aggregate liability arising out of or relating to this Agreement shall not exceed the total Fees actually paid by Client to TNT during the six (6) months immediately preceding the event giving rise to the claim, excluding taxes, reimbursable expenses, hardware purchases, software licences, and amounts paid to third-party vendors, regardless of the number of claims To the fullest extent permitted by law, neither Party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, including loss of profits, revenue, anticipated savings, goodwill, business interruption, data loss or corruption, lost opportunities, increased operating costs, or reputational damage.

10.3 Exclusions. TNT is not liable for failures, delays or losses arising from ISPs, cloud providers, software vendors, hardware manufacturers, telecommunications providers, utility failures, cybersecurity incidents affecting third-party systems, Client-managed infrastructure, or products or services not under TNT’s direct control.

10.4 Allocation of Risk. Nothing limits or excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury where liability cannot legally be excluded, or either Party’s obligation to pay amounts properly owing. The Parties acknowledge the Fees reflect the allocation of risk herein and that these limitations are fair and reasonable.

ARTICLE 11 – FORCE MAJEURE

11.1 Events of Force Majeure. Neither Party is liable for delay or failure to perform (other than payment) due to Force Majeure Events beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, war, terrorism, civil unrest, labour disputes, governmental action, embargo, widespread Internet outages, telecommunications or utility failures, cyberattacks against infrastructure outside the affected Party’s reasonable control, and failures of critical third-party infrastructure

11.2 Notice. The affected Party shall notify the other as soon as reasonably practicable and where possible within five (5) Business Days after becoming aware of a Force Majeure Event.

11.3 Mitigation and Suspension of Obligations. The affected Party shall use commercially reasonable efforts to minimize effects and resume performance, and affected obligations are suspended with corresponding schedules extended for the duration.

11.4 Extended Events. If an Event of Force Majeure continues for more than thirty (30) consecutive days, either Party may terminate the affected SOW by written notice, and Client remains responsible for Fees incurred prior to termination.

ARTICLE 12 – DISPUTE RESOLUTION/INJUNCTIVE RELIEF

12.1 Good-Faith Negotiation and Mediation. Disputes shall first be escalated to senior representatives for good-faith negotiations for at least ten (10) Business Days. If not resolved, the Parties shall participate in non-binding mediation in Alberta with a mutually agreed mediator within thirty (30) days of a mediation notice. Each Party will bear its own costs, provided however, that mediator fees will be shared equally between the Parties. Before commencing legal proceedings, the Parties shall make reasonable efforts to resolve any dispute through good-faith negotiations between senior representatives.

12.2 Injunctive Relief. Nothing prevents either Party from seeking immediate injunctive relief where necessary to protect Confidential Information or Intellectual Property.

ARTICLE 13 – NON-SOLICITATION

13.1 Restriction. During the term and for twelve (12) months thereafter, Client shall not knowingly solicit for employment or engagement any TNT employee or contractor who directly provided the Services, without TNT’s prior written consent. General advertisements not directed at specific individuals are excluded.

13.2 Liquidated Damages. As a reasonable liquidated damages buy-out, if the Client hires or engages such personnel in violation of this section, Client shall pay TNT an amount equal to twenty-five percent (25%) of the individual’s annualized compensation (base salary or contract rate annualized) with Client at the time of hire, where permitted by law. This amount is a genuine pre-estimate of loss and not a penalty. During the term of this Agreement and for twelve (12) months thereafter, neither Party shall knowingly solicit for employment any employee of the other Party who was directly involved in providing or receiving the Services without prior written consent, not including general advertisements.

ARTICLE 14 – NOTICES

14.1 Delivery and Deemed Receipt. All notices shall be in writing and delivered personally, by recognized courier, by registered mail, or by email to the addresses designated by each Party as set out below:

14.2 Notice Details.

Notices to TNT:

TNT Intra-Networks :

Notices to Client:

14.3 Updates and Deemed Delivery. Either Party may update the foregoing by notice under this section. Physical notices are deemed received upon receipt. if delivered personally or by courier, on delivery; if by registered mail, five (5) Business Days after mailing; if by email, upon proof of transmission; subject to delays outside the Parties’ control.

ARTICLE 15 – GENERAL PROVISIONS

15.1 Time and Work Logs. TNT may maintain reasonable time records, work logs, project notes and technical records relating to the Services, and upon reasonable request shall provide summaries sufficient to support invoice verification, provided such summaries do not disclose confidential information of other clients or proprietary internal processes.

15.2 Assignment. Client may not assign this Agreement without TNT’s prior written consent TNT may assign this Agreement upon written notice in connection with a merger, corporate reorganization, sale of substantially all of its assets, or change of control. TNT may assign this Agreement in connection with a merger, corporate reorganization, sale of substantially all of its assets, or change of control upon written notice to Client

15.3 Subcontracting. TNT may subcontract portions of the Services to qualified subcontractors and remains responsible for their performance and compliance with this Agreement. In no event shall the Client be relieved of its payment obligations due to subcontracting.

15.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings, and agreements, whether written or oral.

15.6 Amendments. The Client acknowledges and agrees that the terms of this Master Services Agreement may be amended from time to time by TNT by posting any amendment to TNT’s website. The Client further acknowledges and agrees that the notice provisions of this Agreement are met at the time TNT posts the amendments to its website, provided, however, that TNT shall advise the Client that amendments to this Agreement are forthcoming. In the event that the Client does not agree to the terms of the amended Agreement, the Client shall be at liberty to terminate this Agreement in accordance with Section 6.2 herein.

15.7 Waiver. No waiver of any breach or default under this Agreement shall constitute a waiver of any other or subsequent breach or default.

15.8 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.9 Governing Law and Attornment. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the courts of Alberta in respect of any dispute, claim, or proceeding arising out of or relating to this Agreement.

15.12 Independent Parties.Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties unless expressly stated otherwise.

15.13 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to give effect to this Agreement.

15.14 Survival. Any provisions of this Agreement which by their nature are intended to survive termination or expiry of this Agreement shall survive, including but not limited to Fees and Payment, Confidentiality, Intellectual Property, Warranties and Disclaimers (to the extent applicable), Limitation of Liability, Dispute Resolution, Governing Law, and any provision by which its nature is intended to survive.

15.5 Time is of the Essence. Time shall be of the essence in the performance of the Parties’ obligations under this Agreement.

15.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. A signed counterpart delivered electronically, including by PDF or other electronic transmission, shall be deemed valid and binding as if an original signed copy had been delivered.

[Remainder of Page Intentionally Blank]

NOW WITNESS THAT the Parties have executed this Master Services Agreement as of the Effective Date set out above.

Thomas Hill, doing business as TNT Intra-Networks
Per:
Name: Thomas Hill
Title: Owner
Date:



Client Name Per:
Name: __________________________
Title:_____________________________
Date:_____________________________