CompassMSP Master Services Agreement

Last updated: October 2, 2025

Introduction

CompassMSP, LLC, a Delaware limited liability company (“Compass”), is pleased to work with you (“Client”) as we provide Services (as defined below). The purpose of this Master Services Agreement and the attached exhibit (collectively, this “Agreement”) is to confirm in writing the terms pursuant to which we will provide Services to you.

1. Engagement, Services, and Service Requests

Client hereby engages Compass and Compass hereby accepts engagement by Client upon the terms and conditions in this Agreement to provide the services (“Services”) requested by Client pursuant to Client’s execution and delivery of a service request (each, a “Service Request”). Each Service Request will be governed by the terms of this Agreement. In the event of a conflict between the terms of a Service Request and the terms of this Agreement, the terms of this Agreement shall control except as expressly provided in a Service Request.

2. Term of Agreement

The term of this Agreement shall commence as of the date of Compass’s signature on this Agreement (the “Effective Date”) and continue until terminated pursuant to Section 9 of the General Terms and Conditions.

3. General Terms and Conditions

Client and Compass agree to the General Terms and Conditions. See Exhibit A — General Terms and Conditions.

Exhibit A — General Terms and Conditions

1. General

These General Terms and Conditions (these “General Terms”) apply to all Services provided by Compass to Client pursuant to the Master Services Agreement to which these General Terms are attached and incorporated (together with these General Terms and any applicable Service Requests, collectively, this “Agreement”). Any capitalized terms that appear in these General Terms have the same meanings as in the Master Services Agreement unless otherwise defined herein.

2. Provision of Services and Client Obligations

2.1 Services

Compass agrees to provide all Services identified in any Service Request: (a) within the time period specified in the relevant Service Request, and (b) in accordance with the terms and conditions of this Agreement, and the applicable Service Request. Compass may modify, suspend, discontinue, or remove any Service or Service feature upon thirty (30) days’ prior written notice. Fees will be equitably adjusted to reflect such change. If Compass permanently discontinues a Service, Compass will credit or refund any prepaid, unused amounts for that Service.

2.2 Excluded Services

Services do not include, and Compass shall have no responsibility or liability for, work related to: (a) equipment, software, or systems that are end-of-life (EOL), end-of-support (EOS), no longer supported by the manufacturer, or otherwise outside Compass-supported configurations, (b) equipment or systems damaged or impaired by adverse environmental conditions, misuse, neglect, accident, force majeure events, or applications beyond intended design, (c) repairs, alterations, modifications, or installations performed by Client or any third party not authorized by Compass, (d) programming, modification of software code, or custom software maintenance, (e) unsupported systems, applications, or environments, including without limitation those lacking valid manufacturer warranty or support contracts, and (f) any other services not expressly included in a Service Request. Any such excluded services that Compass elects to provide will be billed separately on a time-and-materials basis at Compass’s then-current rates, together with reimbursement of related costs and expenses.

2.3 Client Obligations

Client shall: (a) maintain its information technology environment (including operating systems, applications, hardware, and network infrastructure) in accordance with industry standards and Compass-supported configurations, and timely patch, update, and replace equipment, software, and systems that are end of life or otherwise unsupported by the manufacturer or Compass, (b) implement and enforce user training, security practices, and compliance with Compass policies and security requirements, and (c) provide Compass timely access to Client’s facilities, systems, data, and personnel, and otherwise cooperate as reasonably necessary for Compass to perform the Services. Compass has no obligation to support unsupported or outdated systems and may adjust pricing, suspend Services, or extend timelines if Client fails to meet these obligations. Compass is not responsible for delays, failures, or additional costs arising from Client’s noncompliance with this Section 2.3. To the extent Client declines, delays, disables, or circumvents Compass-recommended security controls (including, without limitation, multi-factor authentication (MFA), endpoint detection and response (EDR), antivirus (AV), patching, secure email gateway, and backup and disaster recovery (DR)), Compass will have no responsibility or liability for any resulting security incident, non-compliance, data loss, downtime, or other loss.

3. Representations and Warranties

3.1 Mutual Representations and Warranties

Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and authorized to enter into and perform this Agreement, (b) the individuals signing this Agreement and any Service Request on its behalf are duly authorized to do so, and (c) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

3.2 Disclaimer of Warranties

Other than as expressly set forth in this Section 3, Compass makes no other representations or warranties, whether written or oral, express or implied, and hereby disclaims any other express or implied warranties.

4. Compensation

4.1 Compensation

As full consideration for the Services, Client shall pay Compass in accordance with the applicable Service Request. Compass will invoice Client for all amounts due under a Service Request, including state and local taxes where applicable. All invoices shall be issued on a monthly basis in advance, during the calendar month prior to the applicable service period, and shall be due and payable on the first (1st) day of such service period before Services are rendered, unless otherwise agreed in writing.

4.2 Pricing Adjustments

Fees shall automatically increase on each annual anniversary of the Effective Date by the greater of (i) the annual increase in the U.S. Consumer Price Index, or (ii) up to a maximum of five percent (5%), unless otherwise agreed in writing.

4.3 True-Up

Client acknowledges that pricing is based on the number of users, devices, or other applicable units set forth in the Service Request. Compass may, on a monthly basis, review actual usage, and Client shall pay Compass for any additional users, devices, or other units in excess of the baseline set forth in the Service Request, with such additional amounts invoiced in advance and payable upon issuance, prorated for the applicable period.

4.4 Vendor Cost Increases

Client acknowledges that Compass relies on third-party vendors in providing certain Services. If a vendor increases its fees or charges in a way that directly affects the pricing of the Services, Compass may pass through such increase to Client upon thirty (30) days’ prior written notice.

4.5 Quantity Commitments; Reductions; Business Downturn Renegotiation

Baseline Quantity. The recurring fees under each Service Request are based on the baseline number of managed units (e.g., users, endpoints/devices, servers, sites, or other applicable units) specified in that Service Request (each, a “Baseline Quantity”). Client may not reduce any Baseline Quantity during the applicable term except pursuant to a mutually executed written amendment of this Agreement (including a revised Service Request).

No Unilateral Reductions; Change Mechanics. Client shall have no right to unilaterally reduce any Baseline Quantity, scope of Services, or units under management. Any requested reduction or de-provisioning of Services must be submitted in writing and shall be effective only if and when Compass, in its sole discretion, accepts such request in a mutually executed written amendment of this Agreement. Any approved reduction may involve (A) increased or adjusted fees to reflect the change in scope, (B) third-party shortfall, early-termination, or de-provisioning charges, (C) administrative or transition costs incurred by Compass, and/or (D) adjustments to service levels, response times, and availability of Services. Until such written amendment is executed and Compass confirms all related third-party and Compass costs have been satisfied, Client shall remain obligated to pay the full recurring fees and charges as if no reduction had been requested.

Renegotiation for Business Downturn. If Client experiences a material business downturn of more than twenty percent (20%) in revenue as compared to Client’s revenue as of the Effective Date (measured on a trailing twelve (12)-month basis and reasonably substantiated by Client with documentary evidence), then, upon Client’s written notice, the parties will negotiate in good faith commercially reasonable adjustments to the affected Service Request(s) (including volumes, scope, and pricing). Unless and until the parties execute a written amendment, the then-current terms, Baseline Quantities, and fees shall remain in effect.

Vendor-Linked Minimums. To the extent any Baseline Quantity is underpinned by third-party subscriptions or minimum commitments, any reductions for Client will be subject to the timing and financial consequences of those vendor terms, and Client shall be responsible for any associated shortfall, restocking, or early-termination charges.

4.6 Early Termination

If Client terminates this Agreement or any Service Request prior to the end of its then-current term for any reason other than Compass’s uncured material breach, Client shall pay Compass an early termination fee equal to the fees that would have become due for the remainder of the term, plus any unrecovered onboarding or setup costs, unless otherwise agreed in writing. The early termination fee, together with all other amounts then accrued and unpaid, shall be immediately due and payable upon the effective date of termination. In addition, Client shall reimburse Compass for all reasonable offboarding, transition, or de-provisioning costs incurred by Compass as a result of such termination, including but not limited to labor, vendor charges, data export, and secure disposal costs. For clarification purposes, any monthly fees invoiced in advance pursuant to Section 4.1 shall be deemed fully earned and non-refundable as of the commencement of the applicable service period.

4.7 Late Payments

Outstanding undisputed invoices not paid when due shall accrue interest at the lesser of one percent (1%) per month or the highest rate permitted by applicable law. If Client fails to pay any undisputed invoice when due, Compass may suspend further Services until payment in full is received. Compass may withhold, disable access to, or suspend delivery of any Service, work product, materials, or licenses until all undisputed past-due amounts are paid in full, consistent with the advance payment requirements of Section 4.1.

4.8 ACH After Delinquencies

Following two (2) late payments in any rolling twelve (12) month period, Client shall enroll in ACH or other Compass-approved automatic payment method for all recurring fees.

4.9 Expenses

Compass shall be reimbursed for travel and other reasonable out-of-pocket expenses incurred in connection with the performance of the Services pursuant to an applicable Service Request or otherwise pursuant to Client’s prior written approval.

4.10 Returns and Restocking Fees

In the event Client returns any hardware, software, or other products purchased through Compass, Client shall be responsible for all related restocking fees and costs. Compass may invoice Client for such fees at Compass’s cost, together with any shipping or handling charges incurred by Compass in connection with the return.

5. Proprietary Rights

5.1 Client Materials

All documentation, information, data, and other materials provided by or on behalf of Client (collectively, “Client Materials”), together with all associated intellectual property rights, are and shall remain the exclusive property of Client. Compass will use Client Materials solely as reasonably necessary to perform the Services, and Compass may disclose Client Materials to its employees, contractors, consultants, and agents who have a need to know such information for purposes of performing the Services.

5.2 Intellectual Property

Compass Technology. Compass retains all right, title, and interest in and to (i) any pre-existing or independently developed software, code, algorithms, scripts, processes, methodologies, templates, architectures, databases, and other technology or intellectual property of Compass (collectively, “Compass Technology”), including without limitation Compass’s remote monitoring and management (RMM) agents, monitoring systems, and automation tools, and (ii) any improvements, modifications, or derivatives thereof.

Third-Party Materials and Licensed Software. Certain Services may include or interoperate with third-party software, data, or other materials (“Third-Party Materials”). Client’s use of such materials is subject to, and limited by, the applicable third-party license terms. Where Compass provides Client with software licenses or subscriptions issued by third-party vendors (“Licensed Software”), such licenses remain the property of the applicable vendor and are provided to Client as an end user subject to the vendor’s terms. Client’s rights in Third-Party Materials and Licensed Software extend only to those expressly granted by the applicable third-party license.

Reservation of Rights. Except as expressly granted herein, no rights or licenses are transferred by implication, estoppel, or otherwise. No Service shall be deemed a “work made for hire.” Nothing in this Agreement shall limit or restrict Compass from using any general knowledge, skills, experience, ideas, concepts, techniques, or know-how of a non-confidential nature that its personnel acquire in the course of providing the Services.

5.3 Hardware and Software Ownership and Return

Compass retains title to any hardware or software provided “as a service.” Risk of loss transfers to Client upon delivery. Upon any termination of the applicable Service, Client shall, at its expense, promptly return all tangible hardware, equipment, and related components to Compass within seven (7) days in good condition (ordinary wear excepted). Failure to timely return such items shall permit Compass to invoice to Client the full original value of the items, due upon receipt, without waiving any other fees owed for the remaining term. Client shall not retain, resell, donate, or otherwise dispose of any Compass-owned or licensed hardware without Compass’s prior written consent.

6. Confidential Information

6.1 Definition and Protection

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or should reasonably be understood to be confidential, including without limitation, (i) Client Materials as Client’s Confidential Information, and (ii) Compass Technology as Compass’s Confidential Information. Confidential Information does not include information that the Receiving Party can show was lawfully known without restriction, becomes public through no fault of the Receiving Party, or is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party shall use Confidential Information only to perform under this Agreement, protect it with reasonable care, and may disclose it only to its personnel, contractors, advisors, investors, or potential acquirers with a legitimate need to know and subject to confidentiality obligations no less protective than this Section. Receiving Party shall not reverse engineer, decompile, or disassemble any materials or software embodying Disclosing Party’s Confidential Information.

6.2 Permitted Disclosure

The Receiving Party may disclose Confidential Information if required by law or legal process, provided it gives prompt notice (where legally permitted) and reasonable cooperation at the Disclosing Party’s expense to seek protection. Confidential Information so disclosed remains subject to this Section.

7. Security and Compliance

7.1 Security Standards

Compass will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Materials while in Compass’s possession. Client acknowledges that no security measures are infallible and Compass does not warrant or guarantee that all cyber threats, unauthorized access, or data breaches can or will be prevented. Compass’s obligations under this Section are subject to the limitations in Section 8.4.

7.2 Backup and Recovery

If Client subscribes to Compass’s managed backup services, Compass will use commercially reasonable efforts to recover Client’s systems to a desired recovery point and with the shortest recovery time available from the backup service. If Client elects not to use Compass’s managed backup services, or declines to subscribe to any Compass-recommended security offerings or controls, Client is solely responsible for maintaining its own backup and recovery systems, and Compass shall have no responsibility for data loss, restoration, recovery, security incident, unauthorized access, breach, downtime, or other loss or damage. Compass’s obligations under this Section are subject to the limitations in Section 8.4.

7.3 Compliance Limitations

Client is solely responsible for complying with all laws, regulations, and industry standards applicable to its business, operations, data, and use of the Services, including, without limitation HIPAA, PCI-DSS, GDPR, CPRA, or similar frameworks. Compass does not serve as Client’s compliance officer and does not represent or warrant that the Services will cause Client to be compliant with any such requirements. Where Compass expressly agrees in writing to provide specific services intended to support Client’s compliance efforts, Client remains responsible for determining the adequacy of such services and for satisfying all of its own compliance obligations. Client acknowledges that it is not relying on Compass, or on any statements or representations made by Compass, as legal, regulatory, or compliance advice.

8. Indemnification and Limitation on Liability

8.1 Indemnification by Compass

Compass agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents (each, a “Client Indemnitee”) against any and all losses, liabilities, suits, costs, and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising from a third party claim resulting from, arising out of or in connection with (a) Compass’s gross negligence or willful misconduct in performing the Services, and (b) Compass’s breach of any representation, warranty, covenant or obligation under this Agreement, except in each case for those Losses as to which Client has an obligation to indemnify a Compass Indemnitee pursuant to Section 8.2, as to which Losses each party will indemnify the other to the extent of their respective liability.

8.2 Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Compass and its officers, managers, employees, and agents (each, a “Compass Indemnitee”) against any and all Losses arising from a third party claim resulting from, arising out of or in connection with (a) Client’s negligence, misuse, or illegal use of the Services, (b) Client’s failure to maintain required environment standards, user training, or compliance with security policies, or (c) Client’s breach of any representation, warranty, covenant or obligation under this Agreement, except in each case for those Losses as to which Compass has an obligation to indemnify a Client Indemnitee pursuant to Section 8.1, as to which Losses each party will indemnify the other to the extent of their respective liability.

8.3 Indemnification Procedure

The indemnifying party shall control the defense and settlement of any indemnified claim. The indemnified party may participate at its own expense. No settlement shall bind the indemnified party without its consent (not to be unreasonably withheld). The indemnified party shall provide reasonable cooperation at the indemnifying party’s cost.

8.4 Limitation on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPASS’S TOTAL LIABILITY UNDER THIS AGREEMENT, FROM ALL CLAIMS AND CAUSES OF ACTION UNDER ANY THEORY OF LIABILITY (INCLUDING INDEMNIFICATION), SHALL BE LIMITED TO THE FEES PAID BY CLIENT TO COMPASS UNDER THE APPLICABLE SERVICE REQUEST IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL COMPASS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES THAT COMPASS’S SERVICES ARE DESIGNED TO REDUCE, BUT CANNOT ELIMINATE, CYBERSECURITY RISKS, AND COMPASS DOES NOT WARRANT OR GUARANTEE THAT ALL SECURITY INCIDENTS OR BREACHES WILL BE PREVENTED. FOR ANY CLAIM TO BE VALID, CLIENT MUST PROVIDE WRITTEN NOTICE OF THE CLAIM TO COMPASS WITHIN NINETY (90) DAYS AFTER THE EVENT OR DISCOVERY OF THE EVENT GIVING RISE TO THE CLAIM.

9. Term and Termination

9.1 Term and Renewal

The initial term shall be as stated in the applicable Service Request and may include multi-year commitments with discounted pricing. Unless either party gives at least ninety (90) days’ prior written notice of non-renewal, this Agreement and each Service Request shall automatically renew for successive one (1)-year periods at Compass’s then-current rates, subject to annual increases under Section 4.1.

9.2 Termination for Cause

Either party may terminate for a material breach of this Agreement not cured within thirty (30) days after notice. Compass may terminate immediately if Client (a) fails to pay undisputed amounts within ten (10) days after notice, (b) refuses to implement required upgrades, patches, or security measures or (c) materially violates its obligations under this Agreement.

9.3 Termination for Convenience

Either party may terminate without cause on ninety (90) days’ written notice. Client remains responsible for all accrued fees and expenses and any early termination or buyout fees under Section 4.1.

9.4 Effect of Termination or Expiration

Upon termination or expiration of this Agreement or any Service Request (a) Compass shall cease Services in an orderly manner unless Client directs otherwise in writing, (b) Client shall pay Compass all fees and approved expenses accrued through the effective date of termination, together with any early termination or buyout fees under Section 4.1, (c) all monthly fees invoiced in advance are non-refundable once the applicable service period commences, except as otherwise expressly required by law, (d) subject to Section 6, each party shall return or destroy the other party’s Confidential Information, provided that one archival copy may be retained for legal, compliance, or backup purposes, and (e) any right or obligation of a party in this Agreement which, by its nature should survive termination or expiration, will survive any expiration or termination of this Agreement. Client shall reimburse Compass for (i) third-party early-termination, shortfall, or de-provisioning fees incurred due to termination, (ii) prepaid third-party charges allocable to periods after the effective date of termination, and (iii) Compass’s reasonable offboarding, transition, or de-provisioning costs, including, without limitation, personnel time, data migration and export costs, and disposal of equipment or information. Subject to payment of all outstanding amounts, Compass will make Client Materials in its possession available for secure retrieval for thirty (30) days after termination; reasonable transition assistance is available on a time-and-materials basis.

10. Miscellaneous

10.1 Independent Contractor

All Services will be rendered by Compass as an independent contractor and this Agreement does not create an employer-employee relationship between Client and Compass. Compass and Client will not in any way represent itself to be a partner or joint venturer of or with the other party.

10.2 Notices

Any notices or other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses (including e-mail addresses) set forth on the cover page, or to such other address as a party may designate in writing. Notices shall be deemed given (a) when sent by e-mail to the designated e-mail address (with confirmation of transmission), (b) when delivered personally, (c) one (1) business day after deposit with a reputable overnight courier service with delivery confirmation, or (d) three (3) business days after deposit in the mail, postage prepaid, certified or registered, return receipt requested.

10.3 Assignment

This Agreement and each party’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent. Notwithstanding the foregoing, Compass may assign any or all of its rights under this Agreement to an affiliate or in connection with the sale of all or substantially all of its assets or equity interests without the prior written consent of Client. In the case of any permitted assignment or transfer of this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and assigns of the parties hereto. If Client sells more than fifty percent (50%) of its voting securities or substantially all of its assets, equity, or business, the parties will in good faith review the applicable Service Requests and Compass may adjust pricing to reflect the changed scope or circumstances. If the parties are unable to agree on revised terms within thirty (30) days, Compass may withhold its consent to assignment and/or terminate the affected Service Requests, and any such termination by Compass shall be deemed an early termination by Client for purposes of Section 4.1(e), such that the early termination fee and all related payment obligations shall apply. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.

10.4 Entire Agreement

This Agreement, together with any Service Request, constitutes the entire agreement of the parties with regard to its subject matter, and supersedes all previous written or oral representations, agreements, and understandings between Client and Compass with regard to its subject matter. In the event of any conflict, discrepancy, or inconsistency between this Agreement and any Service Request, the terms of this Agreement will control, except to the extent that the applicable Service Request expressly and specifically states an intent to supersede this Agreement on a specific matter.

10.5 No Modification

This Agreement and/or any Service Request may be changed only by a writing signed by authorized representatives of both parties. Notwithstanding the foregoing, Compass shall be entitled to adjust the compensation amount (along with any pricing structure) set forth in the applicable Service Request at Compass’s sole discretion (and without Client’s prior written approval) upon thirty (30) days’ prior written notice to Client.

10.6 Severability; Reformation

In the event that any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and all other provisions will remain in full force and effect. If any provision of this Agreement is held to be excessively broad, it will be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.

10.7 Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any judicial proceeding permitted under Section 10.8 shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party irrevocably submits to such jurisdiction and venue.

10.8 Dispute Resolution

Any claim, dispute, or controversy arising out of or relating to this Agreement shall be resolved first through good-faith discussions between the parties, and if not resolved, then by binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator seated in Wilmington, Delaware. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Arbitration (and, if mutually agreed, mediation) shall be the sole and exclusive method of resolving disputes under this Agreement, except that Compass may pursue equitable relief or collection of undisputed fees in court.

10.9 Attorneys' Fees

If Compass prevails in any action, arbitration, or proceeding to enforce Client’s payment obligations or Compass’s rights under this Agreement, including the collection of undisputed fees, Compass shall be entitled to recover from Client all reasonable attorneys’ fees, costs, and expenses incurred.

10.10 Waiver

No waiver of any term, provision or condition of this Agreement (whether by conduct or otherwise) in any one or more instances will be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement.

10.11 Force Majeure

Except for Client’s payment obligations, neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, governmental actions, power failures, or failures of third-party services, vendors, internet service providers, or Client’s hardware, software, or systems. Performance shall be excused for the duration of the event and for a reasonable period thereafter. Each party shall use commercially reasonable efforts to mitigate the effects of any such event.

10.12 Non-Solicitation

Except as prohibited by law, during the term of this Agreement and for one (1) year thereafter, Client agrees not to, directly or indirectly, solicit for employment or engagement Compass’s employees, contractors, agents or other representatives who were directly involved in providing the Services under this Agreement, provided that this prohibition shall not restrict a party from soliciting for employment or engagement, offering to hire or engage and/or hiring or engaging any person (a) who responds to general solicitation of employment or engagement (including through the use of advertisements or recruiting firms), or (b) who is a former employee, contractor, agent or other representative of Compass. Client agrees that in addition to Compass’s right to any available equitable remedy, Client shall pay to Compass liquidated damages in the amount equal to two hundred percent (200%) of the hired individual’s annual base salary and bonus (or other compensation) earned during the prior twelve (12) month period ending on the date of such retention (annualized if that person was employed or engaged less than twelve (12) months). The parties agree that the provisions in this Section 10.12 are important to protect Compass’s Confidential Information and that the amounts stated herein as liquidated damages are fair and reasonable under the circumstances existing as of the date of this Agreement and in light of the significant and difficult-to-quantify harm Compass sustains when such individuals are hired away, including the high cost of backfilling and training replacements, disruptions to client service, loss of client opportunities, the erosion of residual knowledge and know-how.

10.13 Client Identification

With Client’s prior written consent (email sufficient), Compass may identify Client and the general nature of the Services in customer lists and marketing materials.

10.14 Counterparts; 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 facsimile, PDF, or electronic means (including via e-signature platforms) shall be deemed original and binding for all purposes.

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