Master Services Agreement

This Master Services Agreement (this “Agreement”) is entered into as of the Effective Date specified in the applicable Statement of Work by and between:

Anthony Ciancio, an individual residing in Florida, operating as a sole proprietorship under the trade name “Atlas Systems” (the “Provider”), and the Client identified in the applicable Statement of Work (the “Client”).

The Provider and the Client are each a “Party” and collectively the “Parties.”

Recitals

WHEREAS, the Provider operates a managed lead-to-booking automation business and provides related services to small service businesses;

WHEREAS, the Client desires to engage the Provider to deliver such services on the terms set forth in this Agreement and in one or more Statements of Work; and

WHEREAS, the Provider intends to form a Florida limited liability company under the name “Atlas Systems LLC” at a future date and the Parties have agreed in advance to the terms governing the assignment of this Agreement to such entity, as set forth in Section 18.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Definitions

1.1“Affiliate” of a Party means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

1.2“Agreement” means this Master Services Agreement together with all Statements of Work, Exhibits, and amendments executed by the Parties.

1.3“Atlas Material” means any tools, software, frameworks, methodologies, scoring rubrics, templates, automations, scripts, processes, documentation, or other materials owned or developed by the Provider prior to or independently of this Agreement, including but not limited to the Atlas Systems prospector tool, the audit deliverable template, and the Provider's standard operating procedures.

1.4“Change Request” has the meaning set forth in Section 7.

1.5“Client Material” means any content, data, branding, logos, trademarks, copy, photographs, video, customer information, lead data, or other materials provided by the Client to the Provider, or generated on the Client's behalf during the performance of the Services.

1.6“Confidential Information” has the meaning set forth in Section 11.

1.7“Deliverables” means the work product, services, infrastructure, code, configurations, content, or other tangible or intangible items delivered by the Provider to the Client under a Statement of Work.

1.8“Fees” means the amounts payable by the Client to the Provider under this Agreement and any Statement of Work, including setup fees, monthly retainers, audit fees, and any approved Change Request fees.

1.9“Personal Data” means any information that identifies, relates to, or could reasonably be linked to an identified or identifiable natural person, including names, email addresses, phone numbers, IP addresses, and any other data subject to applicable privacy law.

1.10“Services” means the services described in any Statement of Work, including but not limited to lead capture infrastructure setup, conversion mechanics deployment, lead response automation, ongoing maintenance, and any audits or diagnostics.

1.11“Statement of Work” or “SOW” means a written document, executed by both Parties, that describes specific Services, Deliverables, Fees, and timelines for a particular engagement and that incorporates this Agreement by reference.

1.12“Successor Entity” has the meaning set forth in Section 18.

1.13“Term” has the meaning set forth in Section 4.

1.14“Transfer Notice” has the meaning set forth in Section 18.

2. Engagement of Services

2.1 Engagement. The Client engages the Provider, and the Provider accepts the engagement, to perform the Services described in one or more Statements of Work executed under this Agreement.

2.2 No Exclusivity. Nothing in this Agreement shall be construed to grant either Party an exclusive arrangement. The Provider may serve other clients, including in the same vertical or geographic market as the Client, provided that the Provider continues to fulfill its obligations under this Agreement and complies with the confidentiality obligations in Section 11.

2.3 Independent Contractor. The Provider is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. Nothing in this Agreement creates any employment, partnership, joint venture, or agency relationship between the Parties. The Provider has sole discretion over the manner and means by which the Services are performed, subject to the Deliverables, timelines, and quality standards set forth in the applicable SOW.

2.4 Subcontractors. The Provider may engage subcontractors, virtual assistants, or third-party tools to perform portions of the Services. The Provider remains responsible for the performance of any subcontractor and for the security and confidentiality obligations set forth in Sections 10, 11, and 12.

3. Statements of Work

3.1 Form. Each engagement under this Agreement shall be governed by a Statement of Work executed by both Parties. A SOW shall, at minimum, identify (a) the Services to be performed, (b) the Deliverables, (c) the Fees and payment schedule, (d) the duration of the engagement, and (e) any service-level commitments specific to that engagement.

3.2 Order of Precedence. In the event of a conflict between this Agreement and a Statement of Work:

(a) For matters of legal terms, liability, indemnification, intellectual property ownership, governing law, and dispute resolution, this Agreement shall control.

(b) For matters of scope, Deliverables, Fees, timelines, and service levels specific to a particular engagement, the Statement of Work shall control.

3.3 Modifications. A Statement of Work may be modified only by a written amendment signed by both Parties or by a Change Request executed pursuant to Section 7.

4. Term

4.1 Initial Term.This Agreement shall commence on the Effective Date and continue until terminated in accordance with Section 16 (the “Term”).

4.2 SOW Term. Each Statement of Work shall have its own term as specified in that SOW. Termination of a SOW shall not, by itself, terminate this Agreement, and termination of this Agreement shall terminate all then-active SOWs.

4.3 No Minimum Tenure. There is no minimum tenure or commitment period under this Agreement beyond what is specified in an executed Statement of Work and the notice period set forth in Section 16.

5. Fees and Payment

5.1 Fee Structure. The Client shall pay the Fees specified in each Statement of Work. Fees are typically structured as:

(a) Setup Fee. A one-time fee payable upon execution of the SOW, generally invoiced as a 50% deposit at signing and a 50% balance at launch of the Deliverable, unless otherwise specified in the SOW.

(b) Monthly Retainer. A recurring monthly fee, payable in advance via automatic payment on the first day of each calendar month following launch of the initial Deliverable.

(c) Audit Fee. A one-time fee for a paid audit engagement, payable in full upon SOW execution. Audit Fees may, at the Provider's discretion, be eligible for a 100% credit toward Setup Fees if the Client signs a SOW for Frame, Axis, or Crown Services within fourteen (14) days of audit delivery, as further described in the applicable SOW.

(d) Pass-Through Costs. Any third-party costs incurred at the Client's direction (advertising spend, software licenses purchased in the Client's name, domain registration fees) are charged to the Client at the Provider's documented cost, without markup.

5.2 Payment Method. All Fees shall be paid via Stripe (or such other payment processor as the Provider designates from time to time). The Client authorizes the Provider to charge the payment method on file for all undisputed Fees as they become due.

5.3 Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum rate permitted by Florida law. The Provider may, after providing the Client with written notice of non-payment and a ten (10) day cure period, suspend Services until all undisputed Fees are paid in full.

5.4 Disputed Charges. The Client shall notify the Provider in writing of any disputed charge within thirty (30) days of the invoice date, identifying the specific charge and the reason for the dispute. Charges not disputed within such period are deemed accepted.

5.5 Taxes.Fees are exclusive of any sales, use, value-added, or similar taxes. The Client is responsible for all taxes attributable to the Services other than taxes on the Provider's net income.

5.6 No Refund of Monthly Retainer. Monthly retainer Fees are paid in advance and are non-refundable for the current billing period. The refund policy attached as Exhibit B governs Setup Fees and Audit Fees.

5.7 Pricing Stability. The Provider may not increase the Fees for any active Statement of Work during its term. The Provider may adjust pricing for new Statements of Work or for renewals at its discretion.

6. Performance Standards and Service Levels

6.1 Standard of Performance. The Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards for similar services.

6.2 Service Levels. Specific service-level commitments (response times, uptime targets, communication windows) shall be set forth in the applicable SOW.

6.3 No Outcome Guarantee.The Provider does not guarantee any specific business outcome, including but not limited to a specific number of leads generated, a specific lead-to-booking conversion rate, a specific increase in revenue, or any specific ranking in search results or other third-party platforms. The Services are designed to improve lead capture, response, and conversion infrastructure; actual results depend on factors outside the Provider's control, including the Client's market, sales execution, service quality, and broader economic conditions.

6.4 Third-Party Dependencies.The Services rely on third-party platforms, tools, and APIs (including but not limited to Google, Cloudflare, Stripe, hosting providers, and various marketing platforms). The Provider is not responsible for outages, policy changes, algorithm updates, or other actions of such third parties that affect the Client's results.

7. Change Request Process

7.1 In-Scope Changes. The applicable SOW shall identify what changes are included within the monthly retainer (e.g., a defined number of minor copy updates, design revisions, or configuration adjustments per month).

7.2 Out-of-Scope Changes.Any change to the agreed scope, Deliverables, or timelines that exceeds the in-scope changes defined in the SOW constitutes a “Change Request.” A Change Request must be submitted in writing using the Provider's standard Change Request form.

7.3 Batched Processing. To preserve uninterrupted focused work and predictable delivery cadence, Change Requests are reviewed and processed in batches on Tuesdays and Fridays. The Provider shall acknowledge receipt of any submitted Change Request within one (1) business day and shall provide an estimate of additional Fees and timeline within five (5) business days of the next scheduled batch processing day.

7.4 Approval and Implementation. No Change Request shall be implemented until the Client has approved the Change Request, including any associated Fees, in writing. Approved Change Requests are deemed amendments to the applicable SOW.

7.5 Urgent Changes. A Change Request flagged by the Client as urgent and accepted by the Provider as such may be processed outside the standard batch cycle, subject to a rush surcharge as specified in the applicable SOW or, if not specified, at a rate to be agreed in writing at the time of acceptance.

8. Client Responsibilities

8.1 Cooperation. The Client shall reasonably cooperate with the Provider in the performance of the Services, including by providing necessary information, content, approvals, and feedback in a timely manner.

8.2 Approvals and Feedback. The Client shall respond to Provider requests for approvals, feedback, or content within five (5) business days unless a different time frame is specified in the applicable SOW. Delays in Client responses may result in corresponding extensions of Provider timelines.

8.3 Accurate Information. The Client represents that all information, content, and Client Material provided to the Provider is accurate, lawful, and free of any infringement of third-party rights.

8.4 Designated Contact.The Client shall designate a primary contact authorized to make decisions, approvals, and Change Requests on the Client's behalf. The designated contact may be changed by written notice to the Provider.

9. Asset Ownership and Intellectual Property

9.1 Client Material. As between the Parties, the Client owns all right, title, and interest in and to the Client Material. The Client grants the Provider a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and incorporate the Client Material solely as necessary to perform the Services.

9.2 Atlas Material.As between the Parties, the Provider owns all right, title, and interest in and to the Atlas Material, including all intellectual property rights therein. The Atlas Material is licensed (not assigned) to the Client to the extent incorporated into Deliverables, on a perpetual, non-exclusive, non-transferable basis solely for the Client's internal business use, subject to ongoing payment of any applicable Fees.

9.3 Deliverables — Custom Work.Subject to Section 9.2 and full payment of all undisputed Fees, the Provider hereby assigns to the Client all right, title, and interest in any custom-developed code, content, copy, branding, designs, and other custom Deliverables specifically created for the Client under a SOW (the “Custom Deliverables”). For clarity:

(a) Custom Deliverables include the Client's website source code (excluding any embedded Atlas Material), the Client's content, the Client's branding work, and the Client's domain name.

(b) Custom Deliverables do not include any Atlas Material, third-party software, open-source components (which retain their own license terms), or pre-existing tools and methodologies.

9.4 Client Owns Digital Assets.Without limiting Section 9.3, the Client shall at all times own (or be the named registrant of) all digital assets associated with the Client's business, including but not limited to:

(a) The Client's domain name, registered in the Client's name;

(b) The Client's hosting and content delivery accounts;

(c) The Client's social media accounts;

(d) The Client's analytics, customer relationship management, and email marketing accounts; and

(e) The Client's payment processing accounts.

The Provider shall not register, hold, or transfer any such digital asset in the Provider's own name. The Provider operates with delegated access only, as further described in Section 10.

9.5 Portfolio and Case Study Use.The Client grants the Provider a perpetual, non-exclusive, royalty-free license to use the Client's name, logo, and a general description of the Services performed (excluding Confidential Information) in the Provider's portfolio, case studies, marketing materials, and website, except where the Client has objected in writing prior to such use. The Client may, at any time, request that the Provider cease using the Client's name and logo prospectively, and the Provider shall comply within thirty (30) days of such written request.

9.6 Feedback. Any suggestions, ideas, or feedback the Client provides to the Provider regarding the Atlas Material or the Services may be used by the Provider without obligation to the Client, provided that the Provider does not disclose any Confidential Information of the Client in doing so.

10. Access and Credentials

10.1 Delegated Access. The Provider performs the Services through delegated access to Client-owned accounts and systems. The Client shall provide such delegated access as reasonably necessary, including but not limited to:

(a) Adding the Provider as a delegated user (member, collaborator, administrator, or equivalent role) on relevant Client accounts;

(b) Providing single sign-on access where supported; and

(c) Coordinating the onboarding of Provider access via secure means (typically a screen-sharing session conducted via Google Meet or, where unavailable, Zoom).

10.2 No Password Sharing.The Client shall not provide the Provider with the Client's primary account passwords. Where delegated access is not technically possible and shared credentials are unavoidable, the Parties shall use a mutually agreed secure credential-sharing tool, and the Client shall rotate the credentials promptly upon any change in scope or termination of Services.

10.3 Least Privilege. The Provider shall request only the minimum level of access required to perform the Services and shall not access Client systems or data outside the scope of the Services.

10.4 Revocation on Termination.Upon termination of this Agreement or any applicable SOW, the Client shall promptly revoke the Provider's access to all Client accounts and systems. The Provider shall also remove or request removal of any Provider-side access tokens or credentials that touch Client systems.

10.5 Security Incidents. Each Party shall promptly notify the other of any actual or suspected security incident affecting the Services or any Client Material, in accordance with Section 12.

11. Confidentiality

11.1 Definition.“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, or by inspection, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, without limitation, business strategies, financial information, customer and lead data, technical methodologies, source code, marketing plans, pricing, and proprietary processes.

11.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate:

(a) was rightfully in its possession without confidentiality obligation prior to disclosure;

(b) was independently developed without reference to the Disclosing Party's Confidential Information;

(c) is or becomes publicly available without breach of this Agreement; or

(d) was rightfully received from a third party without confidentiality obligation.

11.3 Obligations. The Receiving Party shall:

(a) use the Confidential Information solely for purposes of performing or receiving Services under this Agreement;

(b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; and

(c) not disclose the Confidential Information to any third party except to its employees, agents, subcontractors, professional advisors, or potential successors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

11.4 Compelled Disclosure. If the Receiving Party is required by law, subpoena, or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation in seeking a protective order or other appropriate remedy.

11.5 Survival. The obligations of this Section 11 shall survive the termination of this Agreement for a period of three (3) years, except that obligations relating to information that constitutes a trade secret shall survive for so long as such information remains a trade secret under applicable law.

12. Data Protection and Privacy

12.1 Roles.With respect to any Personal Data the Provider processes on the Client's behalf in the performance of the Services:

(a) The Client is the data controller (or business, as applicable);

(b) The Provider is the data processor (or service provider, as applicable); and

(c) The Provider shall process Personal Data only on documented instructions from the Client and only for the purpose of providing the Services.

12.2 Security Measures.The Provider shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Personal Data against unauthorized access, disclosure, alteration, or destruction. Such safeguards shall be appropriate to the nature of the Personal Data processed and the size of the Provider's operation.

12.3 No Sale of Data. The Provider shall not sell, rent, or share Personal Data with any third party for marketing purposes or for any consideration.

12.4 Subprocessors. The Provider may engage subprocessors (including subcontractors and third-party tool providers) to assist in the performance of the Services. The Provider shall flow down the data protection obligations of this Agreement to all such subprocessors and remains responsible for their compliance.

12.5 Data Subject Requests. The Provider shall reasonably assist the Client in responding to requests from data subjects to exercise their rights under applicable privacy law (such as access, correction, or deletion requests).

12.6 Security Incident Notification.The Provider shall notify the Client without undue delay, and in no event later than seventy-two (72) hours after the Provider's discovery of a confirmed security incident affecting the Client's Personal Data. The notification shall include, to the extent known: (a) a description of the incident; (b) the categories and approximate volume of Personal Data affected; (c) the likely consequences; and (d) the measures taken or proposed to address the incident.

12.7 Return or Deletion of Data.Within thirty (30) days following termination of this Agreement, the Provider shall, at the Client's written election, either return to the Client all Personal Data in the Provider's possession in a commonly used format, or securely delete such Personal Data. The Provider may retain copies as required by law or as necessary for legitimate audit or backup purposes, subject to ongoing confidentiality obligations.

13. Warranties; Disclaimer

13.1 Mutual Warranties. Each Party represents and warrants that:

(a) it has the full right, power, and authority to enter into this Agreement;

(b) the execution and performance of this Agreement does not and will not violate any agreement to which it is a party or any applicable law; and

(c) it shall comply with all applicable laws and regulations in its performance of this Agreement.

13.2 Provider Warranty. The Provider represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

13.3 Client Warranty. The Client represents and warrants that all Client Material provided to the Provider is owned by or properly licensed to the Client and does not infringe any third-party intellectual property, privacy, or publicity rights.

13.4 DISCLAIMER.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 13, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL ACHIEVE ANY SPECIFIC BUSINESS OUTCOME.

14. Limitation of Liability

14.1 Cap on Liability.EXCEPT FOR THE EXCLUDED CLAIMS DEFINED IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY THE CLIENT TO THE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.2 No Consequential Damages. EXCEPT FOR THE EXCLUDED CLAIMS DEFINED IN SECTION 14.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Excluded Claims. The limitations in Sections 14.1 and 14.2 shall not apply to:

(a) breach of Section 11 (Confidentiality);

(b) breach of Section 12.3 (No Sale of Data);

(c) a Party's indemnification obligations under Section 15;

(d) a Party's gross negligence, willful misconduct, or fraud; or

(e) the Client's payment obligations under Section 5.

14.4 Basis of the Bargain. The Parties acknowledge that the limitations of liability in this Section 14 are a fundamental basis of the bargain and that the Fees would be materially higher absent these limitations.

15. Indemnification

15.1 Provider Indemnity. The Provider shall defend, indemnify, and hold harmless the Client from and against any third-party claim alleging that the Atlas Material, as delivered by the Provider and used in accordance with this Agreement, infringes any United States patent, copyright, or trademark, except to the extent such claim arises from (a) Client Material, (b) modifications to the Atlas Material made by anyone other than the Provider, or (c) use of the Atlas Material in combination with materials not provided by the Provider.

15.2 Client Indemnity.The Client shall defend, indemnify, and hold harmless the Provider from and against any third-party claim arising from (a) the Client Material, (b) the Client's products, services, or business operations, (c) the Client's violation of applicable law in connection with this Agreement, or (d) the Client's breach of Section 13.3.

15.3 Procedure.The Party seeking indemnification (the “Indemnified Party”) shall (a) promptly notify the indemnifying Party of the claim, (b) grant the indemnifying Party sole control of the defense and settlement (provided that no settlement requiring an admission of liability or imposing non-monetary obligations on the Indemnified Party may be made without the Indemnified Party's consent, not to be unreasonably withheld), and (c) reasonably cooperate at the indemnifying Party's expense.

15.4 Sole Remedy.This Section 15 sets forth the indemnifying Party's sole and exclusive obligation, and the Indemnified Party's sole and exclusive remedy, with respect to the matters covered herein.

16. Termination

16.1 Termination for Convenience.Either Party may terminate this Agreement, or any active SOW, for any reason or no reason upon thirty (30) days' prior written notice to the other Party. Such notice must be delivered before the next monthly billing date in order for that billing date's Fee to be the final monthly Fee owed.

16.2 Termination for Material Breach. Either Party may terminate this Agreement, or any active SOW, immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach with reasonable specificity.

16.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition under any bankruptcy or insolvency law that is not dismissed within sixty (60) days, or (d) ceases substantially all of its operations.

16.4 Effects of Termination.

(a) The Client shall pay all undisputed Fees accrued through the effective date of termination, including the final monthly retainer if applicable.

(b) The Provider shall promptly deliver to the Client all Custom Deliverables in their then-current state, all Client Material in the Provider's possession, and reasonable transition assistance for thirty (30) days at the Provider's then-current hourly rates (if requested).

(c) The Client shall promptly revoke the Provider's access to all Client accounts and systems per Section 10.4.

(d) The Provider shall return or delete Personal Data per Section 12.7.

(e) Sections that by their nature should survive termination (including Sections 1, 9, 11, 12, 13, 14, 15, 16.4, 17, 18, 21, and 22) shall so survive.

16.5 No Termination for Entity Transfer. The transfer of this Agreement to the Successor Entity pursuant to Section 18 shall not constitute grounds for termination by the Client and the Client expressly waives any such right.

17. Refunds

17.1 Refund Policy.The Provider's refund policy attached as Exhibit B is incorporated into this Agreement by reference. The refund policy may be updated by the Provider from time to time, but the version in effect on the Effective Date governs all amounts paid under this Agreement unless the Client expressly accepts an updated policy in writing. The current published version is available at /refund-policy.

17.2 Prohibition on Chargebacks Before Direct Resolution. The Client agrees that, before initiating a chargeback, dispute, or other reversal of payment with any payment processor or financial institution, the Client shall first contact the Provider in writing to seek resolution. Initiation of a chargeback in violation of this Section 17.2 shall constitute a material breach of this Agreement.

18. Business Entity and Future Assignment

18.1 Current Entity Status.As of the Effective Date, the Services described herein are provided by Anthony Ciancio, an individual operating as a sole proprietorship under the trade name “Atlas Systems” (i.e., the Provider). The Provider has not, as of the Effective Date, filed a limited liability company or any other entity.

18.2 Planned Entity Formation.The Provider intends to form a Florida limited liability company under the name “Atlas Systems LLC” or such similar name as may be available on the Florida Department of State, Division of Corporations registry (the “Successor Entity”) at a future date. Upon formation, the Successor Entity shall be (a) registered with the Florida Department of State, Division of Corporations, in good standing; (b) one hundred percent (100%) owned, managed, and controlled by Anthony Ciancio; and (c) operated as the continuation of the existing Atlas Systems business with no material change in services, personnel, or operations.

18.3 Client Consent to Assignment.The Client hereby irrevocably consents, in advance, to the full and unconditional assignment of this Agreement — in its entirety and without further consent, signature, or action required from the Client — from the Provider to the Successor Entity. Such assignment shall be effective upon the Provider's delivery of written notice to the Client (the “ Transfer Notice”). The Transfer Notice may be delivered by email to the Client's designated contact and shall identify (a) the Successor Entity's legal name and Florida document number, (b) the effective date of the assignment, which shall be no earlier than the date of delivery of the Transfer Notice, and (c) updated payment instructions, if any.

18.4 Effect of Transfer.

(a) On and after the effective date specified in the Transfer Notice (the “Transfer Effective Date”), all rights, duties, obligations, and liabilities of the Provider arising under this Agreement on or after the Transfer Effective Date shall transfer to and vest in the Successor Entity, except as expressly provided in Section 18.5.

(b) The Successor Entity shall thereafter be the contracting party hereunder, and any reference in this Agreement to “Provider,” “Atlas Systems,” or any equivalent term shall be construed, on and after the Transfer Effective Date, to refer to the Successor Entity.

(c) All Statements of Work, Deliverables, service-level commitments, milestone obligations, and recurring Fees in effect at the time of the Transfer Notice shall continue without interruption, modification, or renegotiation.

(d) The Client shall, within ten (10) business days of receiving the Transfer Notice, update its payment-system records to direct future payments to the Successor Entity per the instructions provided in the Transfer Notice. The Client's failure to update payment instructions within such period shall not relieve the Client of any payment obligations under this Agreement and shall not constitute a default by the Successor Entity.

18.5 Pre-Transfer Liability. Notwithstanding any other provision of this Agreement:

(a) Anthony Ciancio, individually, shall remain personally liable for any breach, indemnification obligation, claim, or cause of action arising from acts, omissions, or events occurring prior to the Transfer Effective Date.

(b) The Successor Entity shall be liable for any breach, indemnification obligation, claim, or cause of action arising from acts, omissions, or events occurring on or after the Transfer Effective Date.

(c) This Section 18.5 is intended to ensure that the formation of the Successor Entity does not operate as a means of avoiding pre-Transfer liability owed to the Client and shall be enforceable by the Client against Anthony Ciancio personally for the purposes described herein.

18.6 No Termination Right Arising from Transfer. The assignment described in this Section 18 shall not constitute a material change, breach, or grounds for termination by the Client. The Client expressly waives any right to terminate this Agreement, suspend payments, or refuse to accept performance on the basis of the transfer alone.

18.7 Provider Representations Regarding Continuity. The Provider represents and warrants to the Client that, as of the Transfer Effective Date:

(a) the Successor Entity will be a Florida limited liability company duly formed, validly existing, and in good standing under Florida law;

(b) Anthony Ciancio will hold one hundred percent (100%) of the membership interests and sole management authority of the Successor Entity;

(c) the transfer will not change the identity of the individual personally performing or supervising the Services; and

(d) no third-party investors, partners, or co-owners hold or will hold any interest in the Successor Entity without prior written notice to the Client.

18.8 No Other Assignment. Except for the assignment to the Successor Entity described in this Section 18, neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, in which case the assigning Party shall provide prompt written notice to the other Party.

19. Notices

19.1 Form. All notices under this Agreement shall be in writing and shall be deemed given when (a) delivered by email to the address designated by the recipient Party (with confirmation of receipt by reply or read receipt), or (b) delivered by certified or registered mail, return receipt requested, to the address designated by the recipient Party.

19.2 Designated Addresses.The Provider's and Client's designated notice addresses are set forth in the applicable Statement of Work.

19.3 Change of Address. Either Party may change its designated notice address by written notice to the other Party.

20. Force Majeure

Neither Party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, network or utility outages affecting a substantial geographic area, and failures of major third-party service providers (such as Cloudflare, Google, or Stripe). The affected Party shall give prompt notice and shall use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected SOW or this Agreement upon written notice.

21. Governing Law; Venue; Dispute Resolution

21.1 Governing Law. This Agreement and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.

21.2 Venue. Subject to Section 21.3, the Parties agree that any action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party consents to the personal jurisdiction of such courts.

21.3 Dispute Resolution.

(a) Good-Faith Negotiation. Before initiating any formal proceeding, the Parties shall attempt in good faith to resolve any dispute by direct negotiation between principals. The Party raising the dispute shall send written notice describing the dispute and requesting a meeting (which may be held by video conference). If the dispute is not resolved within thirty (30) days of such notice, either Party may proceed to mediation per Section 21.3(b).

(b) Mediation. If good-faith negotiation does not resolve the dispute, the Parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator in Miami-Dade County, Florida, before commencing litigation or arbitration. The Parties shall share the mediator's fees equally. If the dispute is not resolved within sixty (60) days of the commencement of mediation, either Party may proceed to litigation per Section 21.2.

(c) Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to prevent or address actual or threatened breach of Sections 9, 10, 11, or 12.

21.4 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

21.5 Attorneys' Fees.In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

22. General Provisions

22.1 Entire Agreement. This Agreement, together with all SOWs and Exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

22.2 Amendments.No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Email confirmation containing the specific terms of the amendment, with both Parties' agreement reflected in the email thread, satisfies the writing requirement.

22.3 Waiver. No waiver of any breach or provision of this Agreement shall be deemed a waiver of any subsequent breach or provision. Failure to enforce any provision shall not constitute a waiver of the right to enforce it later.

22.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

22.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including DocuSign, HelloSign, PDF email, or similar) shall have the same effect as original signatures.

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

22.7 Construction. This Agreement shall be construed as if drafted jointly by the Parties; no presumption shall arise concerning the drafter.

22.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and creates no rights in any third party.

22.9 Relationship. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the Parties.

Signatures

Executed signature blocks (Provider and Client) appear on the Statement of Work that incorporates this Agreement. Electronic signatures via DocuSign, HelloSign, or PDF email are binding under Section 22.5.

Exhibits

The following Exhibits are attached and incorporated by reference:

• Exhibit A — Statement of Work (executed separately per engagement)
• Exhibit B — Refund Policy, published at /refund-policy
• Exhibit C — Change Request Form (template), provided to the Client at engagement

Questions: anthony@systems-atlas.com