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VENDOR SERVICE AGREEMENT

This Vendor Service Agreement ("Agreement") is entered into on the date last executed below ("Effective Date"), by and between GlobalTech Solutions Inc., a Delaware corporation with a principal place of business at 123 Main Street, Wilmington, DE 19801 ("Client"), and Superior IT Services LLC, a Delaware limited liability company with a principal place of business at 456 Technology Drive, Newark, DE 19702 ("Vendor").

1. SCOPE OF WORK

1.1. Managed IT Services

Vendor shall provide Client with the following Managed IT Services: network monitoring, software support, cybersecurity solutions, server management, and any additional services as agreed upon in writing by both parties ("Services"). The Services to be provided shall be consistent with the terms of this Agreement and any Exhibits, Attachments, or Specifications incorporated by reference.

2. SERVICE LEVELS

2.1. Availability

Vendor shall provide, maintain, and ensure continuous availability of the Services to the Client twenty-four (24) hours a day, seven (7) days a week, except for scheduled and unanticipated downtime as reasonably required for maintenance, repair, or upgrades.

2.2. Response Times

Vendor shall respond to Client's support requests in accordance with the following timeframes: (i) within one (1) hour for critical issues affecting the operation or security of Client's network, software, or cybersecurity; (ii) within four (4) hours for non-critical but high-priority issues; and (iii) within twenty-four (24) hours for all other issues.

2.3. Service Level Credits

In the event that Vendor fails to meet the specified service levels set forth in Sections 2.1 and 2.2, Client may be entitled to receive service level credits as outlined in Exhibit A, attached hereto and incorporated herein by reference.

3. PRICING

3.1. Service Fees

Client shall pay Vendor for the Services on a monthly basis, in accordance with the fee schedule set forth in Exhibit B, attached hereto and incorporated herein by reference. Invoices shall be payable within thirty (30) days of receipt. Any amounts not paid when due may be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is lower.

4. DELIVERY TERMS

4.1. Service Implementation

Vendor shall commence the provision of Services to Client as soon as reasonably practicable following the Effective Date and shall continue to provide Services until the Agreement's expiration or termination. Vendor shall complete any initial setup, configuration, or onboarding activities required for the Services in accordance with the implementation schedule set forth in Exhibit C, attached hereto and incorporated herein by reference.

5. WARRANTY

5.1. Warranty Provisions

Vendor represents and warrants to Client that: (a) the Services shall be performed in a professional, workmanlike, and diligent manner in accordance with generally accepted industry standards and practices; (b) the Services shall conform to the specifications, requirements, and descriptions set forth in this Agreement and any related Exhibits, Attachments, or Specifications; and (c) all software and materials provided or utilized by Vendor in connection with the Services shall be free from defects and shall be without viruses, Trojans, malware, or other harmful components.

5.2. Warranty Period

If, during the ninety (90) day period following the completion of any Services, the Client discovers that the Services are not in compliance with the warranties set forth in Section 5.1, Client shall promptly notify Vendor of such non-compliance, and Vendor shall, at its sole expense, promptly correct or re-perform the non-compliant Services in accordance with the standards set forth in Section 5.1, provided that Client gives Vendor written notice of such non-compliance within the aforementioned ninety (90) day period. This warranty shall not apply to any problems or defects caused by external factors or circumstances beyond Vendor's control, including but not limited to action or inaction by Client or any third party.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence as of the Effective Date and shall continue in full force and effect for an initial term of one (1) year, unless terminated earlier as provided herein. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms, unless either party provides written notice of its intent to terminate at least sixty (60) days prior to the expiration of the then-current term.

6.2. Termination for Cause

Either party may terminate this Agreement at any time upon written notice to the other party in the event that the other party: (a) commits a material breach of this Agreement, which breach remains uncured for a period of thirty (30) days following written notice of such breach; or (b) files or has filed against it a voluntary or involuntary bankruptcy petition, becomes insolvent, or generally ceases to operate in the ordinary course of business.

7. GOVERNING LAW AND COMPLIANCE

7.1. Governing Law

This Agreement and any disputes, claims, or controversies arising out of or in connection with 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.

7.2. Compliance with Laws

The parties shall each comply with all applicable federal, state, and local laws, statutes, regulations, and ordinances in the performance of their respective obligations under this Agreement.

8. MISCELLANEOUS

8.1. Entire Agreement

This Agreement, together with any Exhibits, Attachments, or Specifications referenced herein, constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, between the parties relating thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above mentioned.

___________________________ __________________________
By: [Authorized Signature] By: [Authorized Signature]
Name: [Name] Name: [Name]
Title: [Title] Title: [Title]
GlobalTech Solutions Inc. Superior IT Services LLC
Date: _______________ Date: _______________