Effective as of {{ effective_date | default: "July 1, 2026" }} (the “Effective Date”), by and between the parties below.

Service Provider

Referred to throughout this Agreement as the “Provider.”

Client

{{ client_addr_1 | default: "4400 Cypress Medical Park, Bldg. 2" }}
{{ client_addr_2 | default: "Round Rock, TX 78664" }}

Referred to throughout this Agreement as the “Client.”

Background

{{ recital_1 | default: "The Client operates a five-location dental practice that depends on continuous, secure access to patient-record, imaging, and scheduling systems. The Provider delivers managed information-technology services to healthcare practices and maintains the staff, tooling, and certifications to support the Client's environment." }}

{{ recital_2 | default: "The Client wishes to engage the Provider to monitor, maintain, secure, and support its technology environment on an ongoing retainer, and the Provider agrees to do so on the terms set out in this Agreement and its attached Schedules." }}

Monthly Retainer

{{ retainer_amount | default: "$3,200" }}/mo

Initial Term

{{ term_months | default: "12" }} months

Uptime Target

{{ uptime_target | default: "99.9" }}%

Onboarding

{{ foot_label | default: "Managed IT Services Agreement" }} Client Initials Page 1 of 5 · {{ agreement_no | default: "MSA-2026-0417" }}

Scope of Services & Service Levels Articles 1 – 2

1

Scope of Managed Services

1.1{{ scope_intro | default: "The Provider will deliver the managed information-technology services described below (the Services) across all five Client locations, for an agreed environment of up to 60 supported workstations, 6 servers, and the network equipment connecting them." }}

{% for item in scope_items %}

{% endfor %}

1.2{{ scope_exclusions | default: "Work outside this scope — including new-location buildouts, hardware purchases, software licensing, structured cabling, and dental-imaging vendor integrations — is out of scope and will be quoted separately as a project before any work begins." }}

2

Service Levels & Response Targets

2.1{{ sla_intro | default: "The Provider will respond to and work to resolve support requests according to the severity targets below, measured during the applicable support window. Response means the time to first human acknowledgement; Resolution is the Provider's good-faith target, not a guarantee where a third party controls the fix." }}

Severity

Definition

Response

Resolution

{% for row in sla_rows %}

{% endfor %}

2.2{{ sla_credit | default: "If the Provider misses the Response target for a Severity 1 event in a given month, the Client receives a service credit of 5% of that month's retainer per missed event, up to one full month's retainer. Service credits are the Client's sole remedy for missed response targets." }}

Service scope and levels are continued and qualified by Article 3 (Fees) and Article 6 (Warranties & Liability).

{{ foot_label | default: "Managed IT Services Agreement" }} Client Initials Page 2 of 5 · {{ agreement_no | default: "MSA-2026-0417" }}

Fees, Billing & Term Articles 3 – 4

3

Fees & Payment

3.1{{ fees_intro | default: "In consideration for the Services, the Client will pay the Provider the recurring monthly retainer and the one-time onboarding fee set out below. The retainer is billed monthly in advance; the onboarding fee is due at signing." }}

{% for row in pay_rows %}

{% endfor %}

{{ pay_total_label | default: "First-Year Contract Value" }}{{ pay_total_detail | default: "Onboarding $1,500 + Retainer $38,400 over the Initial Term" }}

3.2{{ fees_terms | default: "Invoices are due within 15 days of the invoice date. Amounts unpaid after 30 days accrue interest at 1.5% per month. If any retainer invoice is more than 30 days past due, the Provider may suspend non-critical Services on 5 business days' written notice until the balance is paid." }}

3.3{{ fees_adjust | default: "The Provider may adjust the retainer once per renewal term, effective at renewal, on at least 60 days' written notice. The first-year retainer is fixed and will not change during the Initial Term." }}

4

Term & Renewal

4.1{{ term_initial | default: "This Agreement begins on the Effective Date and continues for an Initial Term of 12 months. Onboarding will be completed within the first 30 days, after which ongoing Services run continuously." }}

4.2{{ term_renew | default: "At the end of the Initial Term, this Agreement automatically renews for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the then-current term ends." }}

{{ term_continuity | default: "On any non-renewal or termination, the Provider will support an orderly 30-day transition — exporting configurations, documentation, and credentials to the Client or its incoming provider — for the standard hourly rate, so patient-care systems never lose coverage." }}

Termination rights, including termination for cause and for convenience, are set out in Article 5.

{{ foot_label | default: "Managed IT Services Agreement" }} Client Initials Page 3 of 5 · {{ agreement_no | default: "MSA-2026-0417" }}

Termination, Warranties & Liability Articles 5 – 6

5

Termination

5.1Termination for cause. {{ term_cause | default: "Either party may terminate this Agreement immediately on written notice if the other party materially breaches it and fails to cure that breach within 15 days of written notice describing it. Non-payment uncured for 30 days is a material breach." }}

5.2Termination for convenience. {{ term_conv | default: "Either party may terminate this Agreement for any reason on 30 days' prior written notice. The Client remains responsible for the retainer through the end of the notice period; prepaid fees beyond the termination date are refunded on a pro-rata basis." }}

5.3Effect of termination. {{ term_effect | default: "On termination, the Provider will return or securely destroy Client data at the Client's election, deliver final documentation, and provide the 30-day transition assistance described in Section 4.2. All amounts owed through the termination date become due immediately." }}

6

Warranties, Liability & Confidentiality

6.1Service warranty. {{ warr_service | default: "The Provider warrants that the Services will be performed in a professional, workmanlike manner consistent with industry standards for managed IT in a healthcare setting. The Client's sole remedy for a breach of this warranty is re-performance of the deficient Services at no additional charge." }}

6.2Data protection. {{ warr_data | default: "The Provider will maintain administrative, physical, and technical safeguards appropriate to the Client's environment and, where it handles protected health information, will execute and comply with the Business Associate Agreement attached as Schedule B." }}

6.3Limitation of liability. {{ warr_limit | default: "Except for breaches of confidentiality, the data-protection obligations, or a party's gross negligence or willful misconduct, neither party is liable for indirect or consequential damages, and each party's total liability is capped at the fees paid under this Agreement in the 12 months before the claim." }}

6.4Confidentiality. {{ warr_conf | default: "Each party will keep the other's confidential information in confidence, use it only to perform this Agreement, and protect it with the same care it uses for its own — in no event less than reasonable care. This obligation survives termination for three years." }}

{{ warr_ins | default: "The Provider will maintain commercial general liability, professional liability (errors & omissions), and cyber-liability coverage of at least $1,000,000 per occurrence throughout the Term, and will name the Client as an additional insured on request." }}

General provisions, the deal recap, and the signature blocks appear on the final sheet (Article 7).

{{ foot_label | default: "Managed IT Services Agreement" }} Client Initials Page 4 of 5 · {{ agreement_no | default: "MSA-2026-0417" }}

General Provisions & Execution Article 7 · Signatures

Deal Recap

Monthly Retainer

{{ retainer_amount | default: "$3,200" }}/mo

Onboarding

Initial Term

{{ term_months | default: "12" }} mo · auto-renew

Uptime / S1 Response

{{ uptime_target | default: "99.9" }}% · {{ s1_response | default: "15 min" }}

7

General Provisions

7.1Notices. {{ gen_notice | default: "Notices must be in writing and sent to the addresses on the first page, by email with confirmation or by courier, and are effective on receipt." }}

7.2Governing law. {{ gen_law | default: "This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Venue for any dispute lies in the state and federal courts of Travis County, Texas." }}

7.3Assignment. {{ gen_assign | default: "Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its assets." }}

7.4Severability & entire agreement. {{ gen_entire | default: "If any provision is held unenforceable, the rest remains in effect. This Agreement, with Schedules A and B, is the entire agreement between the parties and supersedes all prior discussions. It may be amended only in a writing signed by both parties." }}

7.5Counterparts. {{ gen_counter | default: "This Agreement may be signed in counterparts and by electronic signature, each of which is an original and together one instrument." }}

In witness whereof

{{ sig_intro | default: "The parties, intending to be legally bound, have executed this Managed IT Services Agreement as of the Effective Date." }}

The Provider

For and on behalf of

Authorized Signature

Name & Title

Date

The Client

For and on behalf of

Authorized Signature

Name & Title

Date

{{ foot_label_full | default: "Managed IT Services Agreement · Meridian IT Partners & Halcyon Dental Group" }} Page 5 of 5 · {{ agreement_no | default: "MSA-2026-0417" }}

{{ title_line1 | default: "Managed IT" }}{{ title_line2 | default: "Services Agreement" }}

{{ title_line1 | default: "Managed IT" }}
{{ title_line2 | default: "Services Agreement" }}