Master Strategic Services Agreement (MSA)

This Master Strategic Services Agreement ("Agreement") is entered into as of ("Effective Date") by and between:

Agreementmeans this Master Strategic Services Agreement together with all executed Statements of Work ("SOWs"), Change Orders, and exhibits incorporated by reference.

Company means cloudIT, LLC.

Consultants means Kristy Miljan and Tia Harper.

Services means the consulting, branding, marketing, creative, website development, digital strategy, and related professional services provided under this Agreement.

Deliverables means the work product specifically identified in an applicable Scope of Work.

Scope of Work (SOW) means a written document, exhibit, or attachment that describes specific Services, responsibilities, deliverables, timelines, compensation, and other engagement-specific terms.

Change Order means a written amendment executed by the Parties modifying an approved Scope of Work.

The purpose of this Agreement is to establish the legal and business framework governing the ongoing strategic consulting relationship between the Company and each Consultant. This Agreement sets forth the general terms and conditions under which each Consultant will provide executive branding, creative, website development, marketing, and strategic consulting services. Specific projects, deliverables, timelines, compensation, and performance expectations shall be described in separate Scope of Work ("SOWs"), each of which is incorporated into this Agreement by reference.

Each Consultant is an independent consultant and is not an employee, partner, or agent of the Company.

Nothing contained herein shall be construed as creating an employer-employee relationship, joint venture, partnership, or agency.

Each Consultant is solely responsible for:

• Federal, state, and local taxes
• Insurance
• Licenses
• Retirement benefits
• Workers’ compensation
• Business registrations

Kristy Miljan and Tia Harper are independent consultants.

They are not employees, partners, agents, or joint ventures with cloudIT.

They are not partners, employees, or agents of one another.

Each Consultant maintains independent business operations.

Each Consultant is entering into this Agreement independently, and each Consultant shall remain solely responsible for their own services, obligations, representations, warranties, taxes, insurance, and liabilities under this Agreement. Nothing herein shall be construed as creating a partnership, joint venture, agency, employment relationship, or fiduciary relationship between each Consultant.

Independent Performance

Each Consultant shall determine the method, manner, sequence, timing, and means by which such Consultant performs the Services, subject to the project requirements, milestones, deliverables, deadlines, and other obligations expressly outlined in this Agreement or an applicable Scope of Work ("SOW"). The Company shall have the right to specify the desired objectives, deliverables, and business outcomes, but shall not control the day-to-day manner or methods by which the Services are performed, except as necessary for project coordination and compliance with applicable Company policies.

The Parties acknowledge that this Agreement represents a non-exclusive professional services engagement. Nothing contained herein shall restrict or prohibit either Consultant from providing services to other clients, businesses, or organizations, provided that such services:

• Do not create an actual or perceived conflict of interest with the Company.
• Do not violate the confidentiality obligations contained in this Agreement.
• Do not interfere with each Consultant’s ability to fulfill their agreed-upon responsibilities, meet deadlines, or deliverables under this Agreement.

The Company acknowledges that each Consultant maintains an independent business and may provide professional services to other clients during the term of this Agreement.

Each Consultant may provide services to other clients; however, they shall disclose any actual conflict of interest that may materially impact their ability to perform services under this Agreement.

This Agreement shall commence on the Effective Date and continue for twelve (12) months. The initial twelve (12) month term represents the Parties’ minimum engagement period unless terminated earlier pursuant to this Agreement.

Unless terminated pursuant to this Agreement, it shall automatically renew on a month-to-month basis.

Suspension for Non-Payment

If any invoice remains unpaid more than fifteen (15) days after its due date, each Consultant may suspend all Services, withhold deliverables, and pause project timelines until all outstanding balances are paid in full.

Project timelines shall automatically extend for the duration of any suspension.

Each Consultant shall collaborate as strategic service providers to support the Company’s branding, marketing, digital initiatives, website development, and business growth objectives as described in the applicable Scope of Work ("SOWs"). The Parties acknowledge that each Consultant will work collaboratively while maintaining separate responsibilities as outlined in their respective Scope of Work.

Client Dependencies

The Company acknowledges that timely completion of services may depend upon Company-provided materials, information, approvals, feedback, access to systems, resources, and timely decision-making. The Company agrees to provide necessary cooperation and resources required for each Consultant to perform services efficiently.

The Company acknowledges that strategic recommendations, creative development, and project execution timelines may require reasonable review periods, revision cycles, and approval processes to ensure alignment with Company objectives and brand standards.

Strategic Reporting & Communication

Each Consultant may provide periodic strategic updates to the Company on completed activities, project status, strategic recommendations, upcoming priorities, identified risks and opportunities, and areas requiring the Company's input or decision-making. Such reporting is intended to support transparency, alignment, and effective collaboration between the Parties and shall not be interpreted as creating a guarantee of specific business outcomes or performance results.

Delays caused by Company inaction, delayed approvals, incomplete information, unavailable resources, changes in requirements, or delayed decisions may result in adjustments to project timelines, deliverables, milestones, priorities, or completion dates. Such delays shall not be considered a failure of performance by the Consultants.

The Company shall review submitted deliverables within five (5) business days of delivery and either:

• approve the deliverables;
• request revisions consistent with the applicable Scope of Work; or
• provide written notice describing any material deficiencies.

If no written response is received within five (5) business days, the deliverables shall be deemed accepted.

Acceptance shall not waive the Company's right to identify latent defects that could not reasonably have been discovered during the review period.

Requests for revisions shall be limited to the scope described in the applicable Scope of Work.

Revision Limit in Deliverables

Unless otherwise specified in an applicable SOW, reasonable revisions are limited to revisions necessary to align deliverables with the approved project objectives. Material changes in direction, scope, strategy, or requirements may require a Change Order.

The monthly retainer represents the Company's commitment to reserve each Consultant's professional availability, strategic capacity, expertise, leadership support, and ongoing accessibility during each billing period. To maintain this availability, each Consultant may limit or decline other professional engagements. Provided each Consultant remains available to perform Services and fulfills their obligations under this Agreement, the monthly retainer shall remain fully earned and payable regardless of whether the Company utilizes all reserved hours. The Parties acknowledge that the monthly retainer is a reserved-capacity fee and is not contingent upon completion of a specific number of hours or individual deliverables during the billing period.

Compensation for each Consultant shall be governed by the applicable Scope of Work ("SOW") attached to and incorporated into this Agreement.

Unless otherwise specified in an applicable SOW:

• Monthly retainers reserve each Consultant’s strategic availability, leadership, and professional expertise for the Company.
• Each monthly retainer includes up to forty (40) billable hours per calendar month.
• Unused monthly hours do not roll over, have no cash value, are non-refundable, and reset on the first day of each calendar month.
• Services requested beyond the hours included in an applicable Scope of Work require prior written authorization from the Company. They shall be compensated at the rate specified in the applicable Scope of Work or as otherwise mutually agreed upon in writing.

The monthly retainer reserves up to forty (40) hours of Consultant availability. Time spent on strategic meetings, planning, communications, project management, reviews, revisions, and administrative coordination related to Company initiatives shall count toward the monthly allocation.

Performance Incentive Bonus

In recognition of each Consultant’s strategic leadership and contributions to the Company’s growth, each Consultant may be awarded a Performance Incentive Bonus based upon the achievement of mutually agreed-upon milestones or measurable business objectives.

Performance milestones, measurement criteria, and applicable bonus amounts may be documented through an applicable Scope of Work or Change Order.

Performance Incentive Bonuses may range from ten percent (10%) to fifteen percent (15%) of the applicable project value, monthly retainer, or another mutually agreed-upon amount. Eligibility, amount, and payment shall be determined by mutual written agreement documented in writing by the Parties.

Nothing in this Agreement creates an obligation for the Company to award a Performance Incentive Bonus unless the Parties have executed written documentation identifying the applicable milestone and bonus terms.

Performance Incentive Bonuses may be awarded for achievements including, but not limited to:

• Successful website launches or major website redesigns.
• Brand identity development, rebranding initiatives, or completion of brand rollouts.
• Product or service launches.
• Development and execution of integrated marketing campaigns.
• Achievement of strategic business objectives, key performance indicators (KPIs), or mutually agreed-upon growth targets.
• Successful completion of significant branding, creative, digital, website, or marketing initiatives.
• Exceptional leadership, innovation, collaboration, or contributions that materially advance the Company’s brand, customer experience, marketing efforts, operational objectives, or long-term business growth.

Performance Incentive Bonuses are not guaranteed and shall only become payable upon written agreement by the Parties identifying the applicable milestone, measurement criteria, and bonus amount.

Annual Compensation Review

At the conclusion of the initial twelve (12) month term, the Parties agree to meet in good faith to review compensation based upon:

• Expansion of responsibilities.
• Market rates for comparable executive consulting services.
• Company growth and financial performance.
• Strategic value and leadership provided by the Consultants.

Any modifications to compensation shall take effect only upon a written agreement signed by the Parties.

Invoices shall be submitted no later than the fifth (5th) business day following each calendar month.

Payment is due within fifteen (15) calendar days.

Late balances accrue interest at one percent (1%) per month.

The Company agrees to reimburse all reasonable pre-approved business expenses supported by receipts.

Ownership of all final approved Deliverables shall transfer to the Company only upon receipt of full payment of all amounts due under the applicable Scope of Work.

Each Consultant retains ownership of:

• Templates
• Methodologies
• Working files
• Design systems
• Creative processes
• Proprietary workflows
• Pre-existing intellectual property

Company ownership shall apply only to final approved deliverables specifically created for Company under this MSA. Each Consultant retains ownership of all concepts, drafts, preliminary materials, unused creative concepts, working files, methodologies, frameworks, processes, templates, and general knowledge developed or utilized during performance of services.

Each Consultant may reference Company as a client and display completed publicly released work for portfolio, marketing, awards, case studies, and professional purposes unless otherwise agreed in writing.

License to Pre-Existing Materials

To the extent any Consultant-owned materials, methodologies, frameworks, templates, processes, or intellectual property are incorporated into final Deliverables, each Consultant grants Company a perpetual, non-exclusive license to use such materials solely as necessary for Company's internal business operations.

Third-Party Materials

Deliverables may incorporate third-party materials, including fonts, stock photography, software, plugins, templates, or licensed assets. Ownership and permitted use of such materials shall remain subject to the applicable third-party license terms.

All confidential information shall remain confidential during the MSA and for five (5) years following termination.

Confidential Information means any non-public information disclosed by either Party, including business plans, financial information, customer information, marketing strategies, technical information, trade secrets, processes, and proprietary materials.

Each Party agrees to protect the Confidential Information of the other Party and use such information solely for purposes of performing obligations under this Agreement.

Each Party shall use at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law.

Consultant Warranty

Each Consultant represents and warrants that the Deliverables created by that Consultant will be original and will not knowingly infringe upon the intellectual property rights of any third party.

No Guarantee of Results

Each Consultant does not guarantee specific business outcomes, revenue increases, customer acquisition levels, search engine rankings, market performance, or other measurable business results. The Company acknowledges that strategic consulting, branding, marketing, creative services, website development, and digital initiatives involve variables outside each Consultant’s control. Each Consultant agrees to perform services using commercially reasonable efforts, professional judgment, and industry-standard practices.

Indemnification

Each Party agrees to indemnify and hold harmless the other Party from claims, damages, liabilities, costs, or expenses arising from its own negligence, willful misconduct, breach of this MSA, or violation of applicable law.

Neither Party shall be liable for consequential, indirect, or incidental damages.

Except for claims arising from fraud, willful misconduct, confidentiality obligations, or infringement of intellectual property rights, each Party's aggregate liability shall not exceed the total compensation paid to the applicable Consultant under this MSA during the twelve (12) months immediately preceding the event giving rise to the claim.

Each Consultant shall maintain any insurance coverage the Consultant deems appropriate for the performance of services under this Agreement and shall remain solely responsible for all federal, state, and local taxes, insurance, licensing, workers' compensation, retirement benefits, and other obligations arising from their status as an independent Consultant.

During the notice period, the Company remains responsible for all monthly retainer obligations unless otherwise agreed in writing. Termination shall not relieve either Party of obligations accrued before the effective termination date, including payment obligations, approved expenses, or compensation earned.

Either Party may terminate this Agreement with thirty (30) days’ written notice.

Outstanding invoices remain payable.

Any notice, request, demand, consent, approval, amendment, termination notice, or other communication required or permitted under this Agreement shall be provided in writing and shall be deemed properly delivered when:

• Delivered personally;
• Sent by certified mail, return receipt requested;
• Delivered by a nationally recognized overnight courier; or
• Sent electronically via email with confirmation of receipt.

The Parties acknowledge and agree that electronic communications, including email, shall constitute valid written notice under this Agreement when receipt is confirmed. Email communications may be used for routine approvals, project-related notices, amendments, and other formal communications permitted under this Agreement, unless a specific provision requires another method of delivery.

Notices shall be delivered to the addresses and email addresses listed below or to any updated address or email address provided by a Party through writing.

For purposes of this Agreement, notices shall be directed as follows:

Arizona law governs this Agreement.

The Parties consent to the exclusive jurisdiction and venue of state and federal courts located in Maricopa County, Arizona.

Before initiating formal legal proceedings, the Parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith discussion and executive-level review.

The Parties shall make reasonable efforts to communicate concerns, identify potential solutions, and collaboratively resolve disputes before pursuing litigation or other formal remedies.

Nothing in this Section shall prevent either Party from seeking immediate legal remedies when necessary to protect confidential information, intellectual property rights, or other rights requiring urgent protection.

Entire Agreement

This Agreement, together with all executed Scopes of Work and Change Orders, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, proposals, discussions, understandings, and agreements relating to its subject matter.

Amendments must be in writing.

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party granting such waiver. Failure or delay in exercising any right shall not constitute a waiver of that right.

Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this MSA shall continue in full force and effect.

Priority of Documents clause

Order of Precedence

In the event of any conflict between this Change Order, the applicable Scope of Work, and the Master Services Agreement, this Change Order shall control solely with respect to the modifications expressly stated herein. All other provisions of the Master Services Agreement remain in full force and effect.

If any conflict exists between the Agreement, a Scope of Work, or a Change Order:

• Executed Change Order
• Applicable Scope of Work
• Master Services Agreement

unless expressly stated otherwise.

Non-Solicitation clause

During the term of this Agreement and for twelve (12) months following its termination or expiration, neither Party shall knowingly solicit for employment or engagement any employee or independent contractor of the other Party who became known through this Agreement. This restriction shall not apply to individuals who respond to general employment advertisements, publicly posted job opportunities, or who independently seek employment or engagement without direct solicitation by the hiring Party.

Assignment clause

Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure

Neither Party shall be liable for delays or failure to perform obligations caused by circumstances beyond reasonable control, including acts of nature, governmental actions, internet outages, labor disruptions, or other unforeseen events.

The affected Party shall promptly notify the other Party and resume performance as soon as reasonably practicable.

Survival

The provisions relating to Confidentiality, Intellectual Property, Payment Obligations, Indemnification, Limitation of Liability, Dispute Resolution, and any provisions which by their nature should survive termination shall survive the expiration or termination of this Agreement.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument.

Headings

Section headings are provided for convenience only and shall not affect the interpretation of this Agreement.

Electronic Signatures

Electronic signatures, digital signatures, and electronically transmitted copies of executed documents shall be deemed valid and enforceable as original signatures.