GDS Technology

SERVICE ENGAGEMENT AGREEMENT — GDS Technology, LLC

1. PURPOSE
This Agreement establishes GDS Technology, LLC ("GDS") as an approved technology services provider for [Client] ("Client") and incorporates the legal documents published at gdstech.tech/legal and mspterms.live/GDS-Technology, including the Master Services Agreement, Service Attachments, Data Processing Agreement, and Service Level Objectives, each as may be updated from time to time with reasonable notice of material changes.

2. SERVICE AUTHORIZATION
Services may be authorized through any of the following: approved proposals, Statements of Work, purchase orders, service tickets, email approvals, emergency requests, or change orders. Client's issuance of any authorization method constitutes acceptance of GDS terms for that engagement. This Agreement covers time-and-materials work generally and is not limited to a single visit or dollar amount except as stated below.

3. FIRST-VISIT GUARDRAIL
No first-visit spending limit has been set for this engagement.

4. EMERGENCY SERVICES
Client authorizes GDS to perform reasonable corrective actions necessary to restore critical technology services when designated contacts are unavailable. Emergency work is billable at applicable rates regardless of prior approval.

5. SERVICE RATES; BILLING AND PAYMENT
Client acknowledges GDS's current service rates as published at gdstech.tech/ratecard. After-hours rates apply during nights, weekends, and holidays observed by GDS as published at gdstech.tech/holiday-schedule. Payment is due upon receipt unless otherwise specified in a proposal or SOW. Unpaid balances may accrue interest, may result in suspension of active services, and Client agrees to reimburse GDS's reasonable collection costs and attorney's fees incurred in recovering unpaid amounts, per the GDS Master Services Agreement.

6. LIMITATION OF SCOPE
GDS is responsible only for services expressly agreed to under active proposals, SOWs, or service tickets. GDS is not responsible for issues arising outside the scope of authorized services, third-party systems, or pre-existing conditions unless separately engaged in writing.

7. RELATIONSHIP TO FUTURE AGREEMENTS
This Agreement remains in effect for time-and-materials work until superseded, in whole or in relevant part, by an executed Managed Services Agreement, Service Attachment, or other formal agreement covering the same scope. In the event of conflict, the later-executed, more specific agreement controls.

8. TERM AND TERMINATION
This Agreement remains in effect until terminated by either party upon thirty (30) days written notice. Termination does not relieve Client of payment obligations for services rendered prior to the termination effective date. Sections 5, 6, and 9 survive termination.

9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Gwinnett County, Georgia.

10. SIGNATURE; AUTHORITY; EFFECTIVENESS
By checking the agreement box and typing their name below, the signer represents that they have authority to bind [Client] to this Agreement. This Agreement is effective upon Client's signature and GDS's commencement of any authorized work; no separate GDS countersignature is required for this Agreement to take effect.