MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into as of [Date] by and between:

· DCS Global, Inc. (“DCS”), a Texas Corporation, with its principal place of business located at:

o 2435 North Central Expressway, Suite 1200, Richardson, TX 75080, USA

· [Client Name] (“Client”), having its principal place of business at:

o [Client Address]

DCS and Client may be referred to individually as a “Party” and collectively as the “Parties.”

1. SCOPE OF SERVICES

DCS Global agrees to provide the Client with managed services, technology solutions, and consulting services, including but not limited to:

· Audio/Visual Solutions: Design, installation, and ongoing maintenance.

· Video Conferencing Solutions: Systems integration and management.

· Digital Signage & Kiosk Solutions: Indoor and outdoor kiosks, digital signage, and wayfinding systems.

· Network Cabling and Infrastructure: Installation, maintenance, and upgrades.

· Consulting Services: Professional project management and technical consulting.

All services will be described in detail in individual Statements of Work (SOWs) that reference this Agreement.

2. TERM AND TERMINATION

2.1 Term

This Agreement shall commence on the Effective Date and shall continue for a period of two (2) years unless terminated earlier as outlined below.

2.2 Termination for Convenience

Either Party may terminate this Agreement, with or without cause, by providing at least thirty (30) days written notice.

2.3 Termination for Cause

Either Party may terminate this Agreement with immediate effect if the other Party materially breaches any of its obligations under this Agreement and fails to remedy such breach within fifteen (15) days after receiving written notice.

3. FEES AND PAYMENT TERMS

3.1 Fees and Payment

Fees and rates for services provided under this Agreement shall be set forth in each applicable SOW. Payment terms are Net 30 days from the date of invoice.

3.2 Late Payment Penalties

Payments not received by the due date shall accrue interest at a rate of 1.5% per month or the maximum amount permitted by applicable law.

4. CONFIDENTIALITY

4.1 Confidential Information

Each Party agrees to protect the confidentiality of any proprietary information disclosed by the other Party. Confidential Information includes, but is not limited to, all customer data, product information, and any information designated as confidential.

4.2 Non-Disclosure

Neither Party shall disclose Confidential Information to any third party without the prior written consent of the other Party.

5. WARRANTIES AND REPRESENTATIONS

5.1 Service Warranty

DCS Global warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner consistent with industry standards.

5.2 Hardware Warranty

DCS warrants that any hardware provided will be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification

Each Party shall indemnify and hold harmless the other Party from any claims, losses, damages, liabilities, and expenses arising from the negligence, gross negligence, or willful misconduct of the indemnifying Party.

6.2 Limitation of Liability

In no event shall either Party be liable for any indirect, incidental, or consequential damages arising out of or relating to this Agreement.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

7.2 Dispute Resolution

Any disputes arising under this Agreement shall be resolved through arbitration conducted in Texas under the rules of the American Arbitration Association.

8. GENERAL PROVISIONS

8.1 Force Majeure

Neither Party shall be held liable for delays or failure to perform caused by circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, or acts of terrorism.

8.2 Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

8.3 Entire Agreement

This Agreement, along with any SOWs executed by the Parties, constitutes the entire understanding between the Parties and supersedes any prior agreements or understandings, whether written or oral.

9. NOTICES

All notices required under this Agreement shall be in writing and delivered to:

· DCS Global, Inc.

o 2435 North Central Expressway, Suite 1200, Richardson, TX 75080

o Email: [Insert Contact Email]

· Client Name

o [Client Address]

o Email: [Insert Contact Email]

10. EXECUTION

This Agreement shall be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DCS GLOBAL, INC.

By: ________________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

CLIENT NAME

By: ________________________________

Name: ______________________________

Title: ______________________________

Date: _____________________________