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MSA Master Services Agreement

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Date

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17/03/2020

Weslei Calazans

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This document, called as Master Services Agreement ("Agreement") entered into on March 17, 2020 between NETWORK TO NETWORK INTERFACE DIGITAL LTD. ("NNi") and ("Customer") provides the general terms and conditions applicable to the purchase of communications services ("Service") to NNi's Customer.

Disclaimer: This is a comprehensive document based on market best practices. It is not legal advice. Always consult with qualified telecommunications counsel before signing any MSA, as these agreements have significant financial and operational implications.

This Mutual Confidentiality Agreement ("Agreement") is entered into on the "Effective Date" according to the signature dates, whichever is more recent, between:

NNI.DIGITAL, a company of STUDIOTECH ANALYTICS SOLUTIONS LTDA with its principal place of business at São Paulo Brazil ("Discloser A")

and

[The Company], [the customer] with its principal place of business at [Telecom Company Address] ("Discloser B").

RECITALS A. Provider is a telecommunications service provider offering connectivity, data center, and cloud interconnection services. B. Customer desires to purchase, and Provider desires to provide, such services subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance" means Customer's acceptance of a Service, as specified in the applicable Service Order. 1.2 "Cloud Connect Services" means direct connectivity services between Customer's environment and third-party cloud service providers (e.g., AWS Direct Connect, Azure ExpressRoute, Google Cloud Interconnect) or between cloud providers. 1.3 "Colocation Services" means the provision of secured physical space, power, cooling, and connectivity within a Provider data center facility. 1.4 "Connectivity Services" includes:

DIA (Dedicated Internet Access): Symmetrical, dedicated bandwidth Internet connection.

IP Transit: Internet connectivity with global routing.

IEPL (International Ethernet Private Line): Point-to-point dedicated Ethernet connectivity across international boundaries.

VPN (Virtual Private Network): Encrypted connectivity over shared infrastructure. 1.5 "Data Center Services" means Colocation Services, including provision of rack space, power (measured in kVA/KW), cooling, and related infrastructure. 1.6 "Service" means any service provided by Provider under this Agreement. 1.7 "Service Credit" means the credit described in the SLA. 1.8 "Service Level Agreement (SLA)" means the service level commitments for each Service as attached in Exhibit B. 1.9 "Service Order" means an ordering document describing Services to be provided, including service specifications, pricing, and term. 1.10 "Term" means the duration of this Agreement as specified in Section 11.

2. SERVICES

2.1 General. Provider shall provide the Services described in executed Service Orders. Each Service Order shall specify: (i) Service type; (ii) service specifications; (iii) pricing; (iv) term; (v) installation date; and (vi) any special requirements. 2.2 Service Orders. This Agreement establishes the general terms; specific Services are ordered via Service Orders that incorporate this Agreement's terms. Conflicting terms in a Service Order shall not apply unless expressly agreed in writing by both parties. 2.3 Acceptance. Unless otherwise stated in the Service Order, Services shall be deemed accepted by Customer upon: (i) successful completion of Provider's testing; or (ii) 5 business days after Service activation if Customer does not provide written notice of a material defect.

3. INSTALLATION AND ACCESS

3.1 Installation. Provider will use commercially reasonable efforts to meet installation dates but does not guarantee them. Delays by Customer or third parties may affect installation timelines. 3.2 Customer-Premises Equipment (CPE). For Connectivity Services, Provider may provide CPE. CPE remains Provider's property unless purchased outright. Customer is responsible for CPE safekeeping and may be charged for damage or loss. 3.3 Data Center Access. For Data Center Services, Customer's authorized personnel may access the colocation space subject to Provider's security policies. Customer must provide personnel lists and adhere to all facility rules.

4. TERM, CHARGES, AND PAYMENT

4.1 Term. The initial term of this Agreement is 36 months from the Effective Date ("Initial Term"). Thereafter, it will automatically renew for successive 12-month periods ("Renewal Term") unless either party gives at least 90 days' written notice prior to expiration. 4.2 Service Order Term. Each Service Order has its own term (minimum 24-36 months is market standard for Connectivity Services), which may extend beyond the Agreement term. 4.3 Pricing. Charges are as specified in Service Orders. Provider may increase prices annually by up to the lesser of 5% or the Consumer Price Index increase, upon 60 days' written notice. 4.4 Payment Terms. Invoices are issued monthly in advance. Payment is due net 30 from invoice date. Late payments incur interest at 1.5% per month or maximum legal rate. 4.5 Taxes. Customer pays all applicable taxes, except taxes on Provider's income. For Connectivity Services, Customer provides valid exemption certificates if applicable. 4.6 Credit Approval. Provider may perform credit checks and require deposits or alternative payment terms. 4.7 Early Termination Charges (ETC). If Customer terminates a Service Order before its term end (except for Provider's material breach), Customer pays 100% of remaining monthly recurring charges (MRCs) for the balance of the term. For Connectivity Services with installation fee waivers, Customer may also owe recovery of waived installation fees.

5. SERVICE LEVEL AGREEMENTS AND CREDITS

5.1 SLAs. Provider's SLA for each Service type is attached as Exhibit B. This includes key metrics:

Connectivity Services: Network Availability, Latency, Packet Delivery, Mean Time to Repair (MTTR)

Data Center Services: Power Availability, Cooling, Physical Security

Cloud Connect: Virtual Circuit Availability, Latency to Cloud Gateways 5.2 Credit Request. Customer must request Service Credits in writing within 30 days of the SLA failure. Credits are Customer's sole remedy for SLA failures and are capped at 100% of the affected Service's monthly charge. 5.3 Exclusions. SLA excludes failures due to: (i) Customer equipment/applications; (ii) third-party networks (except for IP Transit); (iii) scheduled maintenance; (iv) force majeure; (v) Customer's acts/omissions.

6. WARRANTIES AND DISCLAIMERS

6.1 Provider Warranty. Provider warrants it will provide Services in a professional manner consistent with industry standards. 6.2 Customer Warranty. Customer warrants it will use Services only for lawful purposes and complies with all applicable laws, including data protection regulations. 6.3 Disclaimer. EXCEPT AS EXPRESSLY WARRANTED HEREIN, SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

7.1 Direct Damages. EACH PARTY'S TOTAL LIABILITY FOR DIRECT DAMAGES IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER UNDER THE AFFECTED SERVICE ORDER IN THE 12 MONTHS PRECEDING THE CLAIM. 7.2 Exclusion of Consequential Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY. 7.3 Exceptions. The limitations do not apply to: (i) breach of confidentiality; (ii) indemnification obligations; (iii) willful misconduct or gross negligence; (iv) ETC payments; (v) infringement claims. 7.4 Essential Basis. The parties acknowledge these limitations are an essential basis of the bargain.

8. INDEMNIFICATION

8.1 By Provider. Provider indemnifies Customer against third-party claims that Services infringe intellectual property rights, excluding claims arising from: (i) Customer modifications; (ii) combination with non-Provider products; (iii) unauthorized use. 8.2 By Customer. Customer indemnifies Provider against third-party claims arising from: (i) Customer's use of Services; (ii) Customer content/data; (iii) breach of Section 6.2. 8.3 Process. The indemnified party must provide prompt notice, cooperate, and allow the indemnifying party to control defense and settlement.

9. CONFIDENTIALITY

9.1 Obligations. Each party shall protect the other's confidential information using reasonable care, use it only for this Agreement's purposes, and not disclose it except to employees/contractors with a need to know. 9.2 Exclusions. Confidential information excludes publicly available information, independently developed information, or information received from third parties without restriction. 9.3 Duration. Confidentiality obligations survive for 3 years after Agreement termination.

10. TERMINATION

10.1 For Cause. Either party may terminate for material breach if not cured within 30 days of written notice. 10.2 For Insolvency. Either party may terminate if the other becomes insolvent, files for bankruptcy, or ceases business operations. 10.3 Suspension. Provider may suspend Services for: (i) non-payment; (ii) suspected unlawful activity; (iii) security threats; or (iv) violation of acceptable use policies. 10.4 Effect of Termination. Upon termination, Customer pays all accrued charges plus ETCs. For Data Center Services, Customer must remove equipment within 30 days or Provider may dispose of it.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement is governed by the laws of [State where Provider is headquartered], without regard to conflict of laws principles. 11.2 Dispute Resolution. Disputes shall be resolved in state or federal courts in [County], [State]. The prevailing party in any action is entitled to reasonable attorney's fees. 11.3 Notices. Notices must be in writing and sent to addresses in the Service Order or as later designated. 11.4 Assignment. Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. 11.5 Force Majeure. Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or third-party network failures. 11.6 Acceptable Use Policy. Customer agrees to Provider's Acceptable Use Policy (Exhibit C), which prohibits abusive, illegal, or harmful activities. 11.7 Data Protection. For Services involving personal data, the parties shall execute a Data Processing Addendum complying with GDPR, CCPA, and other applicable regulations. 11.8 Entire Agreement. This Agreement, with its Exhibits and Service Orders, constitutes the entire understanding between the parties.

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