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EIDE BAILLY LLP <br />MASTER SERVICES AGREEMENT <br />GENERAL <br />1) This Master Services Agreement <br />("Agreement") describes Eide Bailly LLP's standard <br />terms and conditions applicable to the provision of <br />Eide Bailly's services to the Client. For the purposes of <br />this Master Services Agreement, any reference to <br />"Eide Bailly" is a reference to Eide Bailly LLP. Any <br />reference to "Client" is a reference to the party or <br />parties that have engaged Eide Bailly to provide <br />services and the party or parties ultimately <br />responsible for payment of Eide Bailly's fees and <br />costs. Client acknowledges and agrees that Eide Bailly <br />is not in a fiduciary relationship with it and Eide Bailly <br />has no fiduciary responsibilities to Client in the <br />performance of its services described herein or in any <br />applicable Statement of Work. As between this <br />Agreement and any applicable Statement of Work, <br />the language in this Agreement will control. <br />BILLING, PAYMENT, & TERMINATION <br />2) Billing and Payment Terms. Eide Bailly will <br />bill Client for its professional fees and costs as <br />provided in a Statement of Work. All bills are payable <br />upon receipt and will include actual out-of-pocket <br />expenses, administrative charges, and a technology <br />fee. If collection action is necessary, expenses and <br />reasonable attorney's fees will be added to the <br />amount due. <br />Should our relationship terminate before the services <br />provided for in a separate Statement of Work are <br />completed, Client will be billed for services to the <br />date of termination. <br />3) Termination. Either party may terminate this <br />Agreement by written notice to the other party at any <br />time for any reason, except Eide Bailly shall not <br />terminate in a manner that causes undue harm to <br />Client. Nothing in this Agreement shall prohibit Eide <br />Bailly from terminating this Agreement or any <br />Statement of Work where termination is required by <br />applicable professional standards. <br />INFORMATION AND DATA <br />4) Sharing of Information. During the course of <br />the engagement, Eide Bailly will only provide <br />confidential engagement documentation to Client via <br />Eide Bailly's secure portal or other secure methods, <br />and request that Client uses the same or similar tools <br />in providing information to Eide Bailly. Should Client <br />OEde <br />Badly <br />choose not to utilize secure communication <br />applications, Client acknowledges that such <br />communication contains a risk of the information <br />being made available to unintended third parties. <br />Similarly, Eide Bailly may communicate with Client or <br />its personnel via e-mail or other electronic methods. <br />Client acknowledges that communication in those <br />mediums contains a risk of misdirected or intercepted <br />communications. <br />5) Remote Access. Should Client provide Eide <br />Bailly with remote access to its information <br />technology environment, including but not limited to <br />its financial reporting system, Client agrees to <br />(1) assign unique usernames and passwords for use <br />by Eide Bailly's personnel in accessing the system and <br />to provide this information in a secure manner; <br />(2) limit access to "read only" to prevent any <br />unintentional deletion or alteration of Client's data; <br />(3) limit access to the areas of Client's technology <br />environment necessary to perform the procedures <br />agreed upon; and (4) disable all usernames and <br />passwords provided to Eide Bailly upon the <br />completion of procedures for which access was <br />provided. Eide Bailly agrees to only access Client's <br />technology environment to the extent necessary to <br />perform the identified procedures. <br />6) Electronic Sites. Regarding the electronic <br />dissemination of audited financial statements, <br />including financial statements published <br />electronically on Client's website or elsewhere, Client <br />understands that electronic sites are a means to <br />distribute information and, therefore, Eide Bailly is <br />not required to read the information contained in <br />these sites or to consider the consistency of other <br />information in the electronic site with the original <br />document. <br />7) Data and Records. Eide Bailly cannot agree <br />to be the sole host and/or the sole storage for Client's <br />financial and nonfinancial data. It is Client's <br />responsibility to maintain Client's original data and <br />records and Eide Bailly cannot be responsible to <br />maintain such original information. By signing this <br />Agreement, Client affirms that it has all the data and <br />records required to make its books and records <br />complete. <br />8) Mandatory Disclosures. Eide Bailly may be <br />requested to make certain engagement <br />August 2025 - Modified <br />