Hold Harmless Agreement

1. Parties

This Hold Harmless Agreement (“Agreement”) is between 603 Technology Solutions, LLC (“Provider”) and the client identified in the executed Managed Services Agreement (“Client”). This Agreement is incorporated by reference into and forms part of the Master Services Agreement.

2. Client Acknowledgment of Risk

Client acknowledges and agrees that:

• Technology services, including but not limited to network infrastructure, cybersecurity measures, data backup, and software management, involve inherent risks that cannot be entirely eliminated.
• No technology solution provides a guarantee against all hardware failures, data loss, cybersecurity incidents, or service interruptions.
• Provider's recommendations represent best practices based on information available at the time of service, and Client retains sole authority over final technology decisions made for their organization.
• When Client elects to proceed with a course of action against Provider's written or verbal recommendation, Client assumes all associated risks.

3. Indemnification & Hold Harmless

To the fullest extent permitted by law, Client agrees to indemnify, defend, and hold harmless Provider, its owner, employees, agents, and subcontractors (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Client-directed decisions: Actions taken or changes made to covered systems by Client or Client's personnel without Provider's involvement or against Provider's advice.
2. Third-party interference: Work performed on covered systems by vendors, contractors, or individuals not authorized or coordinated by Provider.
3. Pre-existing conditions: Issues attributable to the state of Client's systems, infrastructure, or data prior to engagement with Provider.
4. Force majeure: Events beyond Provider's reasonable control, including natural disasters, power outages, telecommunications failures, or acts of third parties.
5. Cybersecurity incidents: Data breaches, ransomware, or other security incidents resulting from Client actions, social engineering of Client personnel, or vulnerabilities in systems outside Provider's management scope.
6. Hardware failure: Failure of physical hardware beyond its expected lifespan, or failure of hardware not covered under the executed agreement.

4. Limitation of Liability

In no event shall Provider's aggregate liability to Client for any cause of action, regardless of the form, exceed the total amount of fees paid by Client to Provider in the three (3) months immediately preceding the event giving rise to the claim. Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of revenue, loss of data, business interruption, or loss of goodwill, even if Provider has been advised of the possibility of such damages.

5. Advice Against Recommendation

When Client requests or directs Provider to take an action that Provider has advised against in writing or verbally, Client shall execute a written acknowledgment prior to Provider proceeding. Such acknowledgment confirms Client's understanding of the associated risks and expressly releases Provider from liability arising from that specific action or decision. Provider reserves the right to decline any request that poses an unacceptable risk or violates industry standards or legal requirements.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in New Hampshire.

7. Severability

If any provision of this Agreement is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.