1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party. An entity’s status as an Affiliate does not make it a party to this Agreement or any Order, does not authorize it to act for MTNGS, and does not make it responsible for MTNGS’s obligations.

“Applicable Laws” means all laws, regulations, executive orders, rules, permits, licenses, and binding governmental requirements applicable to a Party, the Products, the Services, or an Order.

“Customer Data” means all data, information, content, records, or materials submitted to, stored by, transmitted through, or otherwise made available to MTNGS by or for Customer, excluding MTNGS Materials and usage telemetry that does not identify Customer or any individual.

“Deliverables” means reports, configurations, designs, documentation, software, work product, or other items expressly identified as deliverables in an Order.

“Documentation” means user manuals, technical specifications, installation instructions, operating guides, and other documentation provided by MTNGS or a Supplier.

“Equipment” means hardware, terminals, antennas, modems, routers, appliances, components, accessories, SIM cards, and related items provided, leased, or sold by MTNGS.

“Federal Contract Information (FCI)” means information, not intended for public release, that is provided by or generated for the U.S. Government under a contract to develop or deliver a product or service to the U.S. Government, as defined by applicable FAR requirements.

“Government Customer” means a federal, state, local, tribal, territorial, municipal, public authority, public institution, or other governmental or public-sector entity.

“Government Contract” means a prime contract, subcontract, task order, delivery order, grant, cooperative agreement, or other instrument funded or issued by a governmental authority.

“MTNGS Materials” means MTNGS pre-existing technology, software, tools, methods, templates, processes, know-how, Documentation, and any modifications or improvements to them.

“Order” means an executed statement of work, service order, activation order, quote, task order, purchase order accepted by MTNGS, or other ordering document that references this Agreement.

“Products” means Equipment, software, subscriptions, licenses, and other goods identified in an Order.

“Services” means secure communications, satellite and wireless connectivity, managed network services, cloud and edge solutions, systems integration, cybersecurity, engineering, installation, logistics, field support, professional services, and other services identified in an Order.

“Supplier” means a third-party manufacturer, carrier, satellite operator, cloud provider, software licensor, subcontractor, or other provider whose products or services are incorporated into or used to provide the Products or Services.

“U.S. Government Requirements” means clauses, standards, directives, security requirements, and flow-down obligations applicable to a Government Contract, including applicable FAR, DFARS, agency supplement, NIST, CMMC, DCSA, and security requirements.

2. SCOPE; ORDERS; PRIORITY

2.1 Scope of Agreement.

This Agreement establishes the general terms under which MTNGS may provide Products and Services to Customer. No minimum purchase commitment exists unless expressly stated in an Order.

2.2 Orders.

Each Order must describe the applicable Products, Services, pricing, schedule, term, delivery location, security classification or handling requirements, and other transaction-specific terms. An Order is binding only when signed or otherwise accepted in writing, including electronically, by an authorized representative of MTNGS.

2.3 Customer Support.

Customer may contact MTNGS regarding activation, technical support, service issues, Equipment support, and operational matters at support@mtnsatgov.com, through the customer support, “Talk to an Expert,” customer portal, or other contact channels made available at www.mtnsatgov.com, or through such other channels as MTNGS may designate from time to time. Customer support availability, response times, service levels, and escalation procedures are subject to the applicable Order, Supplier terms, and any support plan expressly purchased by Customer. Communications through customer support or other operational contact channels do not constitute formal notice under Section 22.1 or any other notice provision of this Agreement or an Order.

2.4 Order of Precedence.

If there is a conflict, the following order of precedence applies unless an Order expressly states otherwise: (a) a negotiated amendment to this Agreement; (b) the Order, excluding Customer preprinted terms; (c) applicable Government Contract flow-down clauses accepted in accordance with Section 12; (d) the exhibits to this Agreement; and (e) this Agreement. Customer purchase order terms are rejected and do not modify this Agreement unless expressly accepted in a writing signed by MTNGS Legal. If Customer is a Government Customer and the Order constitutes a direct Government award to MTNGS, mandatory award terms and clauses directly applicable to MTNGS by Applicable Law will control over an inconsistent provision of this Agreement solely to the extent legally required. If MTNGS performs as a subcontractor, supplier, reseller, integrator, or other non-prime participant, only flow-down requirements satisfying Section 12.2 will apply.

2.5 Changes.

Changes to scope, schedule, assumptions, Products, Services, or Deliverables require a written change order signed by both Parties. MTNGS is not obligated to perform changed or additional work before a change order is executed.

2.6 Affiliates and Subcontractors.

MTNGS may use Affiliates and qualified subcontractors to perform discrete portions of the Services only where permitted by Applicable Law, the applicable Government Contract, security requirements, Supplier requirements, and the applicable Order. MTNGS remains responsible for its obligations under this Agreement and each Order, subject to the limitations and exclusions stated herein. Unless an Affiliate separately executes an Order or other agreement in its own name, no parent, Affiliate, shareholder, member, director, officer, or other related entity of MTNGS is a party to, guarantor of, or otherwise liable for any obligation of MTNGS. Nothing in this Agreement creates joint, several, derivative, agency, alter-ego, or other liability for any non-contracting Affiliate. An Affiliate’s assistance with performance does not make that Affiliate a contracting party.

3. CUSTOMER RESPONSIBILITIES

3.1 Cooperation.

Customer will provide timely access to personnel, facilities, systems, information, approvals, permits, and dependencies reasonably required for MTNGS to perform. MTNGS is not responsible for delay or additional cost caused by Customer, another contractor, or Customer-controlled dependencies.

3.2 Authorized Use.

Customer will use the Products and Services only for lawful, authorized purposes and in accordance with this Agreement, the applicable Order, Documentation, Supplier terms, acceptable use requirements, and all Applicable Laws.

3.3 Sites and Safety.

Customer is responsible for site readiness, power, environmental conditions, safe access, required escorts, badges, permits, and compliance with site-specific health, safety, and security rules. Customer will promptly disclose known hazards and special security requirements.

3.4 Credentials and Accounts.

Customer is responsible for its users, credentials, access permissions, and account activity, including unauthorized use resulting from Customer’s failure to safeguard credentials. Customer will promptly notify MTNGS of suspected compromise.

3.5 Government and End-Use Information.

Customer will provide accurate information regarding the end user, end use, destination, program, funding source, Government Contract, country of operation, and any export, security, or regulatory restrictions. MTNGS may rely on that information in performing compliance reviews and obtaining authorizations.

4. PRICING; INVOICING; TAXES

4.1 Fees.

Customer will pay the fees, charges, reimbursable expenses, pass-through costs, usage charges, overages, taxes, duties, freight, insurance, customs, brokerage, and other amounts stated in an Order. Unless otherwise stated, prices are in U.S. Dollars.

4.2 Invoices and Payment.

MTNGS may invoice Products upon shipment, subscriptions and recurring Services in advance, usage and overages in arrears, and professional Services monthly as performed. Invoices are due within thirty (30) days after invoice date unless an Order states otherwise.

4.3 Disputes.

Customer must provide written notice of any good-faith invoice dispute within fifteen (15) days after receipt and must pay all undisputed amounts when due. The Parties will work promptly to resolve disputed amounts.

4.4 Late Amounts.

Undisputed amounts not paid when due accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Customer will reimburse reasonable collection costs, including attorneys’ fees and court costs, to the extent permitted by law.

4.5 Taxes.

Fees are exclusive of sales, use, value-added, excise, customs, import, withholding, and similar taxes or duties. Customer is responsible for all such amounts, excluding taxes based on MTNGS net income. If Customer is required to withhold tax, Customer will gross up the payment so MTNGS receives the amount it would have received absent withholding, unless prohibited by law.

4.6 Funding and Availability.

Customer will identify in the applicable Order any appropriations, funding, fiscal-year, non-appropriation, or similar statutory restriction applicable to Customer’s payment obligations. Where Applicable Law prohibits a Government Customer from obligating funds not yet appropriated or available, Customer’s obligations are subject to that restriction. To the maximum extent permitted by Applicable Law, Customer remains responsible for Products delivered, Services performed, and authorized noncancelable commitments incurred before the effective date of a valid funding-related termination, non-appropriation notice, or stop-work direction. Nothing in this Section requires a Government Customer to incur an obligation prohibited by appropriations law.

5. DELIVERY; SHIPPING; TITLE; RISK OF LOSS

5.1 Delivery.

Delivery dates are estimates unless expressly stated as firm in an Order. MTNGS is not liable for delay caused by a Supplier, carrier, customs authority, export authorization, government action, force majeure event, or Customer dependency.

5.2 Shipping.

Unless an Order states otherwise, MTNGS may select the carrier and shipping method and invoice Customer for freight, handling, insurance, duties, taxes, customs, brokerage, and related charges. For international shipments, the applicable Incoterm and named place will be stated in the Order.

5.3 Title and Risk.

For purchased Equipment, title passes upon full payment and risk of loss passes upon delivery to the carrier, unless an Order states otherwise. Title to leased, loaned, evaluation, or MTNGS-provided Equipment remains with MTNGS or the applicable Supplier.

5.4 Inspection.

Customer will inspect Products promptly upon delivery and notify MTNGS of visible loss, shortage, or shipping damage within five (5) business days. Failure to provide timely notice does not waive latent defects but may impair carrier claims.

6. EQUIPMENT; INSTALLATION; ACCEPTANCE

6.1 Installation.

Installation responsibilities, site requirements, testing procedures, and acceptance criteria will be stated in the Order or Documentation. Unless MTNGS is expressly responsible for installation, Customer is responsible for installation and integration into Customer systems.

6.2 Acceptance.

Products and Deliverables are accepted upon the earliest of: (a) written acceptance; (b) productive use; (c) completion of agreed acceptance testing; or (d) ten (10) business days after delivery without a written notice describing a material, reproducible nonconformity. MTNGS will use commercially reasonable efforts to correct a valid nonconformity.

6.3 MTNGS-Provided Equipment.

Customer will protect MTNGS-provided Equipment from loss, theft, damage, unauthorized access, liens, modification, relocation, and misuse. Customer will maintain adequate insurance and return such Equipment as directed, normal wear and tear excepted.

6.4 Return Authorization.

Equipment returns require prior written authorization and compliance with MTNGS packaging, tracking, insurance, and return instructions. Customer is responsible for damage caused by inadequate packaging or unauthorized return methods.

7. TERM; RENEWAL; SUSPENSION; TERMINATION

7.1 Term.

This Agreement begins on the Effective Date and continues until terminated. Each Order remains in effect for its stated term and may renew as stated in that Order.

7.2 Termination for Cause.

Either Party may terminate this Agreement or an affected Order if the other Party materially breaches and fails to cure within thirty (30) days after written notice. If the breach cannot reasonably be cured within thirty days, the breaching Party must begin cure within that period and diligently pursue completion.

7.3 Immediate Suspension or Termination.

MTNGS may immediately suspend or terminate performance, in whole or in part, if MTNGS reasonably determines that continued performance may: (a) violate law, sanctions, export controls, a license, Supplier restriction, security requirement, or Government direction; (b) create a material cybersecurity, national security, safety, fraud, credit, or reputational risk; (c) involve a prohibited end user, end use, destination, or denied party; or (d) compromise classified information, CUI, export-controlled data, credentials, networks, or personnel.

7.4 Nonpayment.

MTNGS may suspend performance on ten (10) days’ written notice for undisputed amounts more than thirty (30) days past due. Suspension does not waive Customer’s payment obligations or extend an Order term unless MTNGS agrees in writing.

7.5 MTNGS Termination for Convenience.

MTNGS may terminate this Agreement for convenience upon thirty (30) days’ written notice to Customer. Unless MTNGS expressly states otherwise, or continued performance would violate Applicable Law, a Government direction, security requirement, export-control requirement, Supplier restriction, or other compliance obligation, termination of this Agreement alone will not terminate an Order then in effect, and this Agreement will continue to govern that Order through its expiration or earlier termination.

7.6 Customer Termination for Convenience.

Customer may terminate an Order for convenience only if the Order expressly permits it. Customer will pay for all Products delivered, Services performed, noncancelable commitments, demobilization, restocking, termination charges, and any agreed early termination fee.

7.7 Effect of Termination.

Upon expiration or termination, Customer will pay all amounts due, cease use of terminated Services and licenses, return MTNGS property, and comply with transition and data-return obligations in the applicable Order. Sections that by their nature should survive will survive, including payment, intellectual property, confidentiality, compliance, indemnification, limitations of liability, and dispute provisions.

8. WARRANTIES; DISCLAIMERS

8.1 Services Warranty.

MTNGS warrants that Services will be performed in a professional and workmanlike manner by personnel with appropriate skills. Customer’s exclusive remedy is re-performance of the nonconforming Services, provided Customer gives notice within thirty (30) days after performance.

8.2 Products Warranty.

MTNGS will pass through available Supplier warranties to the extent permitted. MTNGS does not provide an independent warranty for Supplier Products unless expressly stated in an Order.

8.3 Exclusions.

Warranties do not apply to issues caused by misuse, unauthorized modification, failure to follow Documentation, Customer systems, third-party systems not controlled by MTNGS, environmental conditions, interference, blocked line of sight, carrier or satellite outages, cyberattack, force majeure, or use outside approved locations or parameters.

8.4 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED, PRODUCTS, SERVICES, EVALUATION SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MTNGS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MTNGS DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR UNIVERSALLY AVAILABLE SERVICE.

9. INTELLECTUAL PROPERTY; LICENSES

9.1 Ownership.

Each Party retains ownership of its pre-existing intellectual property. MTNGS and its Suppliers retain all right, title, and interest in the Products, Services, software, Documentation, MTNGS Materials, configurations, tools, methods, know-how, improvements, and derivative works, except for rights expressly granted in this Agreement or an Order. No intellectual property, technology, data, software, license, or other right owned by a parent or Affiliate of MTNGS is licensed, transferred, or made available under this Agreement unless expressly identified in an Order and authorized by the applicable owner.

9.2 Customer License.

Subject to payment and compliance, MTNGS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Order term to use the Products, Services, Documentation, and embedded software solely for Customer’s authorized internal purposes and the identified program or mission.

9.3 Restrictions.

Customer will not copy, modify, reverse engineer, decompile, disassemble, defeat technical controls, remove proprietary notices, provide unauthorized third-party access, resell, transfer, or use the Products or Services to develop a competing offering, except to the limited extent such restriction is prohibited by law.

9.4 Deliverables.

Unless an Order states otherwise, Customer owns its Customer Data and receives a perpetual, non-exclusive license to use Deliverables for Customer’s internal purposes. MTNGS retains ownership of embedded MTNGS Materials and grants Customer the rights reasonably necessary to use the Deliverables.

9.5 Government Rights.

Rights in technical data, computer software, inventions, and Deliverables under a Government Contract will be governed solely by the applicable negotiated Order and mandatory FAR/DFARS clauses. No Government Purpose Rights, Unlimited Rights, or other Government rights are granted by implication. No rights in intellectual property or technical data owned by a parent or Affiliate of MTNGS are granted merely because MTNGS performs under a Government Contract.

9.6 Feedback.

Customer may provide feedback voluntarily. MTNGS may use feedback without restriction or obligation, provided it does not disclose Customer Confidential Information.

10. CONFIDENTIALITY

10.1 Confidential Information.

“Confidential Information” means nonpublic information disclosed by or for a Party that is marked confidential or that reasonably should be understood as confidential, including pricing, security information, network designs, technical data, program information, Customer Data, business plans, and the terms of this Agreement.

10.2 Protection and Use.

The receiving Party will use Confidential Information only to perform or receive under this Agreement and will protect it using at least reasonable care. Disclosure is limited to personnel, advisors, auditors, insurers, lenders, approved subcontractors, and, only where reasonably necessary for performance and permitted by the applicable Government Contract and all security, export-control, CUI, classified-information, and other safeguarding requirements, Affiliates, in each case with a need to know and confidentiality obligations. No Affiliate is entitled to access Customer Confidential Information solely by reason of its affiliation with MTNGS.

10.3 Exclusions.

Confidential Information does not include information that the receiving Party can demonstrate was lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from a third party without a duty of confidentiality.

10.4 Required Disclosure.

A receiving Party may disclose Confidential Information as legally required. To the extent permitted by Applicable Law, the receiving Party will provide prompt notice and reasonable assistance to seek confidential treatment, an exemption, protective order, or other appropriate protection. If Customer is subject to FOIA, a state public-records law, sunshine law, open-records law, or similar disclosure regime, Customer will, to the extent legally permitted, notify MTNGS promptly of any request seeking MTNGS Confidential Information and reasonably cooperate with MTNGS in asserting applicable exemptions, confidential-treatment requests, protective measures, or objections. Disclosure will otherwise be handled in accordance with Applicable Law and valid markings or exemption procedures.

10.5 Duration.

Confidentiality obligations continue for five (5) years after disclosure, except trade secrets, classified information, CUI, export-controlled information, personal data, and security information remain protected for as long as required by law or their protected status.

11. DATA PROTECTION; CYBERSECURITY; SECURITY INCIDENTS

11.1 Security Program.

Each Party will maintain reasonable administrative, technical, and physical safeguards appropriate to its role, the sensitivity of information, and applicable contractual and legal requirements.

11.2 Customer Environment.

Customer is responsible for the security of Customer-controlled networks, endpoints, accounts, access controls, configurations, backups, and integrations. MTNGS is not responsible for incidents originating in Customer or third-party environments outside MTNGS control.

11.3 Controlled Information.

Customer will not provide, transmit, permit access to, or cause MTNGS to receive Federal Contract Information (FCI), classified information, Controlled Unclassified Information (CUI), Covered Defense Information (CDI), export-controlled technical data, personal data, or other specially regulated information unless the applicable Order expressly identifies the information type and required controls and MTNGS confirms in writing the approved system boundary, environment, personnel authorization, handling procedures, and contractual requirements. No parent or Affiliate of MTNGS, and no personnel of such entity, may access FCI, classified information, CUI, CDI, export-controlled technical data, restricted systems, or other controlled information solely by reason of affiliation with MTNGS; all such access requires separate authorization and compliance with applicable need-to-know, clearance, citizenship, nationality, export-control, and safeguarding requirements.

11.4 Security Incident.

A “Security Incident” is unauthorized access to, acquisition of, or disclosure of Customer Data in systems controlled by MTNGS. MTNGS will notify Customer without unreasonable delay after confirming a Security Incident and will provide information reasonably available to support Customer’s response. Notice is not an admission of fault or liability.

11.5 Government Cybersecurity Requirements.

Government cybersecurity requirements applicable to an Order may include, as applicable to MTNGS’s role, information type, system, agency, and scope of performance, FAR 52.204-21, DFARS 252.204-7012, NIST SP 800-171 requirements, CMMC requirements, FedRAMP requirements, agency-specific security controls, supply-chain requirements, and associated reporting obligations. Such requirements apply only when expressly incorporated into an Order or otherwise directly imposed on MTNGS by Applicable Law. The Parties will cooperate in defining system boundaries, responsibilities, reporting, evidence, assessments, and costs before regulated information is provided or regulated work begins.

11.6 Testing.

Customer will not perform penetration testing, vulnerability scanning, traffic interception, or security testing against MTNGS or Supplier systems without prior written approval and an agreed testing plan.

12. GOVERNMENT CONTRACTING REQUIREMENTS

12.1 Applicability; MTNGS Role.

MTNGS may perform in connection with a Government Contract as a prime contractor, subcontractor, supplier, reseller, integrator, service provider, or other participant. MTNGS’s obligations are determined solely by its role and scope under the applicable Order. Customer will identify in each Order whether the purchase supports a Government Contract and provide the prime contract number, agency, contracting party, MTNGS role, applicable flow-downs, security requirements, and other information reasonably requested by MTNGS. No requirement applicable to Customer as a prime contractor, higher-tier contractor, or Government Customer applies to MTNGS merely because Customer is subject to that requirement.

12.2 Flow-Down Clauses.

Only clauses that are legally mandatory, applicable to MTNGS’s specific Products, Services, role, and scope, and expressly accepted in writing by MTNGS Legal will apply. No Government Contract clause, agency requirement, prime-contract obligation, policy, manual, portal term, hyperlink, Customer purchase order term, or other Customer requirement will bind MTNGS unless MTNGS Legal expressly agrees in writing that the specific requirement applies to the applicable Order, except to the extent directly imposed on MTNGS by Applicable Law. MTNGS rejects blanket incorporation of entire prime contracts, clauses unrelated to MTNGS’s scope, and unilateral changes imposed through Customer portals or purchase orders.

12.3 Priority Ratings.

Customer will identify any rated order under the Defense Priorities and Allocations System and provide all required rating information. MTNGS acceptance of a rated order is subject to applicable law, capacity, authorization, and Supplier availability.

12.4 Records and Audit.

MTNGS will maintain records and provide audit access only as required by an applicable accepted clause or law. Audits must be limited in scope, conducted during normal business hours, protect privileged and proprietary information, and avoid unreasonable disruption.

12.5 Organizational Conflicts of Interest.

Each Party will disclose known actual organizational conflicts of interest relevant to an Order and cooperate in evaluating reasonable mitigation measures. Neither Party is required to accept a mitigation measure that materially expands scope or risk without a written amendment.

12.6 Suspension and Debarment.

Each Party represents that, to its knowledge, it is not presently debarred, suspended, proposed for debarment, or otherwise excluded from relevant U.S. Government contracting, and will promptly notify the other Party of a material change affecting an Order.

12.7 Security Clearances.

Where performance requires facility or personnel clearances, access is subject to Government approval, need-to-know, applicable security agreements, and approved safeguarding. No provision requires MTNGS to provide access beyond approved clearance levels or authorization. Facility clearances, personnel clearances, eligibility determinations, registrations, sponsorships, approvals, or access rights held by MTNGS do not extend to a parent or Affiliate, and rights held by a parent or Affiliate do not extend to MTNGS, unless the applicable Government authority expressly provides otherwise.

12.8 Government and Public Entity Customers.

If Customer is a Government Customer, any provision of this Agreement that Customer is prohibited by Applicable Law from accepting will apply only to the maximum extent permitted by Applicable Law. Mandatory statutory, regulatory, appropriations, sovereign-immunity, procurement, disputes, records, audit, payment, and other public-law requirements expressly applicable to the applicable Order will control solely to the extent legally required. No such requirement will bind any parent or Affiliate of MTNGS or expand MTNGS’s obligations beyond the applicable Order or the scope directly imposed on MTNGS by Applicable Law.

12.9 Government Ethics and Procurement Integrity.

Each Party will comply with Government-contract ethics, gratuities, lobbying, conflicts-of-interest, mandatory-disclosure, procurement-integrity, and similar requirements applicable to its own conduct and role under the applicable Order. Nothing in this Agreement requires either Party to assume an ethics or disclosure obligation that applies solely to the other Party by reason of its separate status or role.

12.10 Procurement Representations and Certifications.

A representation, certification, attestation, disclosure, questionnaire response, portal response, or other procurement submission made by MTNGS outside this Agreement does not modify or expand MTNGS’s contractual obligations unless expressly incorporated into the applicable Order. Any representation or certification made for a particular solicitation, procurement, agency, program, or award applies only to the procurement for which it was made and only as required by Applicable Law or the applicable Order. 13. EXPORT CONTROLS; SANCTIONS; ANTI-CORRUPTION

13.1 Export Compliance.

The Products, Services, software, technical data, and related activities may be subject to the International Traffic in Arms Regulations, Export Administration Regulations, U.S. sanctions, anti-boycott laws, and other trade-control laws. Each Party will comply with laws applicable to its conduct.

13.2 Customer Restrictions.

Customer will not export, reexport, transfer, release, disclose, or provide access to controlled items or information to a prohibited person, country, end user, or end use. Customer will not use the Products or Services for prohibited nuclear, missile, chemical, biological, autonomous weapons, military-intelligence, surveillance, or other restricted activities without required authorization and MTNGS written approval.

13.3 Licenses and Cooperation.

Customer will provide accurate end-use, end-user, nationality, destination, ownership, and program information and cooperate in obtaining licenses or approvals. MTNGS may delay, condition, suspend, or decline performance pending review or authorization without liability for resulting delay. Export registrations, licenses, exemptions, agreements, approvals, authorizations, technology-control plans, or other trade-control rights are entity-specific and do not transfer between MTNGS and any parent or Affiliate merely because of common ownership or control.

13.4 Sanctions and Screening.

MTNGS may conduct risk-based screening of Customer, its Affiliates, owners, officers, directors, representatives, end users, vessels, aircraft, sites, and transaction parties. Customer will promptly provide requested information. MTNGS may suspend or terminate if screening identifies material legal, regulatory, national security, or reputational concerns.

13.5 Anti-Corruption.

Neither Party will offer, authorize, provide, request, or accept any bribe, kickback, improper payment, or thing of value in violation of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, or other applicable anti-corruption law. Customer will maintain accurate books and records relating to transactions under this Agreement.

14. PERSONNEL; ACCESS; COMPLIANCE

14.1 Personnel.

Each Party is responsible for its personnel. Nothing creates an employment, agency, joint venture, fiduciary, or partnership relationship. Neither Party may bind the other without written authority.

14.2 Site and System Access.

Access to facilities, networks, portals, systems, or information is limited to authorized personnel and may be revoked for security, safety, legal, policy, or performance reasons. Customer will ensure its users comply with applicable access rules and Supplier terms.

14.3 Background Checks.

Where required by an Order, Applicable Law, or site policy, personnel may be subject to lawful background checks, citizenship, nationality, drug testing, or credential requirements. Any such requirement must be disclosed before assignment and administered consistently with law.

15. INDEMNIFICATION

15.1 Customer Indemnity.

Customer will defend and indemnify MTNGS, its Affiliates, and their personnel from third-party claims arising from: (a) Customer’s unlawful or unauthorized use of Products or Services; (b) Customer Data or materials provided by Customer; (c) Customer’s breach of Sections 3, 11, 12, or 13; or (d) bodily injury or property damage caused by Customer’s negligence or willful misconduct. An Affiliate’s status as an indemnified party under this Section does not make that Affiliate a Party, guarantor, or obligor under this Agreement or any Order.

15.2 MTNGS Indemnity.

MTNGS will defend and indemnify Customer from third-party claims that MTNGS-owned Deliverables, when used as authorized, directly infringe a U.S. patent, copyright, or trade secret, or that bodily injury or property damage was caused by MTNGS negligence or willful misconduct.

15.3 IP Remedies and Exclusions.

For a covered infringement claim, MTNGS may procure continued use, modify or replace the affected item, or terminate the affected Order and refund prepaid unused fees. MTNGS has no obligation for claims caused by Customer specifications, combinations not provided by MTNGS, modifications, continued use after notice, or Supplier Products for which MTNGS passes through Supplier remedies.

15.4 Procedure.

The indemnified Party must promptly notify the indemnifying Party, allow control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party’s expense. No settlement may admit liability or impose nonmonetary obligations on the indemnified Party without consent, not to be unreasonably withheld.

15.5 Government Customer Limitations.

If Customer is a Government Customer and Applicable Law prohibits Customer from providing an indemnity, defense obligation, or hold-harmless commitment, Customer’s obligations under this Section apply only to the maximum extent permitted by Applicable Law and do not waive sovereign immunity or create an obligation prohibited by appropriations or other public law. The limitation in this Section does not reduce any remedy or right otherwise available to MTNGS under Applicable Law, the applicable Government Contract, or an Order. 16. THIRD-PARTY AND SUPPLIER SERVICES

16.1 Supplier Terms.

Products and Services may depend on Suppliers, including satellite operators, carriers, cloud providers, software licensors, original equipment manufacturers, and platform providers. Applicable Supplier terms, acceptable use policies, geographic restrictions, service limitations, and suspension rights are incorporated to the extent identified in an Order or reasonably made available to Customer. Supplier terms may be provided by hyperlink or other electronic means, and when incorporated into an Order, Customer will be given access to the applicable terms before or at the time the Order is accepted.

16.2 Availability and Changes.

Supplier services may vary by geography, capacity, licensing, weather, interference, network conditions, governmental action, and Supplier policy. MTNGS may substitute a reasonably comparable Supplier or configuration when necessary to maintain performance or legal compliance, subject to any material limitations stated in an Order.

16.3 Supplier Actions.

MTNGS is not liable for Supplier suspension, modification, discontinuation, outage, or restriction beyond MTNGS’s reasonable control, provided MTNGS uses commercially reasonable efforts to mitigate material impacts and communicate known issues.

16.4 Specific Programs.

Starlink, Starshield, OneWeb, AWS, Azure, and other named platforms are governed by their applicable program terms, authorization limits, end-use restrictions, registration requirements, and service policies. No authorization, reseller status, program eligibility, account access, license, approval, or other Supplier right is implied beyond the written scope approved for the applicable Order. Any such authorization or status held by MTNGS or a parent or Affiliate is entity-specific unless the applicable Supplier expressly confirms otherwise in writing.

17. INSURANCE

17.1 Coverage.

During performance, MTNGS will maintain commercially reasonable insurance appropriate to its operations, which may include workers’ compensation, employers’ liability, commercial general liability, automobile liability, cyber liability, professional liability, and umbrella coverage.

17.2 Additional Requirements.

Any additional insured, waiver of subrogation, primary and noncontributory, certificate, or special coverage requirement must be stated in the Order and is subject to insurer availability, applicable law, and any price adjustment.

17.3 Customer Insurance.

Customer will maintain insurance appropriate to its activities and will insure Customer-controlled and MTNGS-provided Equipment in its care, custody, or control against loss, theft, damage, and destruction.

18. LIMITATION OF LIABILITY

18.1 Excluded Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

18.2 Liability Cap.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER DURING THE ONE (1) MONTH BEFORE THE EVENT GIVING RISE TO THE CLAIM.

18.3 Excluded Claims.

The cap in Section 18.2 does not apply to: (a) Customer payment obligations; (b) a Party’s fraud, gross negligence, or willful misconduct; (c) breach of Section 9 or 10; (d) indemnification obligations; or (e) liability that cannot lawfully be limited. For cybersecurity or data-protection liability, any separate cap stated in the applicable Order or data protection addendum will control.

18.4 Allocation of Risk.

The limitations in this Section are fundamental elements of the Parties’ bargain and apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

19. PUBLICITY; MARKS

19.1 Marks.

Each Party retains ownership of its names, trademarks, and logos. No license is granted except as expressly stated in writing.

19.2 Publicity.

Neither Party may issue a press release or use the other Party’s name, logo, program name, or Government customer relationship in publicity without prior written approval. Required disclosures and truthful statements of contract performance may be made only as permitted by law and applicable customer restrictions.

20. FORCE MAJEURE; GOVERNMENT ACTION

20.1 Force Majeure.

Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, flood, severe weather, sun outage, epidemic, war, terrorism, civil unrest, labor disruption, cyberattack, satellite or terrestrial network failure, supply shortage, carrier delay, government action, export restriction, or denial of authorization. Payment obligations for amounts already due are not excused.

20.2 Government Direction.

MTNGS may comply with a lawful stop-work order, national security directive, export hold, security instruction, or other governmental requirement. The Parties will equitably adjust schedule and price to the extent permitted by the applicable Order or Government Contract.

21. DISPUTE RESOLUTION; GOVERNING LAW

21.1 Executive Negotiation.

Before initiating formal proceedings, the Parties will attempt in good faith for at least thirty (30) days to resolve the dispute through executives with authority to settle, unless urgent injunctive relief is needed.

21.2 Governing Law.

This Agreement is governed by Florida law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.3 Arbitration.

Except for claims seeking temporary or injunctive relief, disputes will be finally resolved by confidential binding arbitration in Fort Lauderdale, Florida before one JAMS arbitrator. Judgment may be entered in any court of competent jurisdiction.

21.4 Government Customers.

If Customer is a Government Customer and the Contract Disputes Act, a state or local claims statute, sovereign-immunity doctrine, mandatory administrative procedure, statutory venue rule, or other mandatory public-law disputes regime applies to the applicable Order, that regime will control over Sections 21.1 through 21.5 solely to the extent legally required. Otherwise, this Section 21 applies. Nothing in this Agreement constitutes a waiver of sovereign immunity by a Government Customer except to the extent expressly authorized by Applicable Law.

21.5 Fees.

The prevailing Party in an action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs to the extent permitted by law.

22. GENERAL

22.1 Notices.

Notices must be in writing and delivered by personal delivery, nationally recognized courier, certified mail, or email with confirmation to the addresses stated in the Order. Notice is effective upon confirmed delivery, except email notice of breach or termination is effective on the next business day after confirmed transmission.

22.2 Assignment.

Customer may not assign this Agreement or an Order without MTNGS prior written consent. MTNGS may assign this Agreement or an Order to an Affiliate or in connection with a merger, reorganization, sale of substantially all assets, financing, or similar transaction only through an express written assignment or other legally effective transfer. No assignment, assumption, guarantee, or transfer of obligations occurs merely because an Affiliate performs or supports any portion of the Services. Any prohibited assignment is void.

22.3 Independent Contractors; Separate Entities.

The Parties are independent contractors. Neither Party is an agent, fiduciary, partner, joint venturer, or representative of the other. MTNGS and each of its parents and Affiliates are separate legal entities. Nothing in this Agreement authorizes any parent or Affiliate to bind MTNGS, or MTNGS to bind any parent or Affiliate, absent separate written authority from the entity to be bound.

22.4 No Third-Party Beneficiaries.

Except for indemnified parties and permitted assignees, this Agreement creates no third-party beneficiary rights.

22.5 Severability.

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in effect.

22.6 Waiver.

A waiver must be in writing and applies only to the specific instance. Delay or failure to enforce a right is not a waiver.

22.7 Entire Agreement.

This Agreement, its exhibits, and accepted Orders are the entire agreement regarding their subject matter and supersede prior proposals, discussions, and communications. Amendments must be in a writing signed by authorized representatives of both Parties.

22.8 Electronic Acceptance; Signatures.

Customer may accept this Agreement electronically, including by clicking “I Accept” or a similar button or checkbox, and such electronic acceptance has the same legal effect as a handwritten signature. Orders, amendments, and other documents may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together form one instrument.

22.9 Headings and Construction.

Headings are for convenience only. “Including” means “including without limitation.” No presumption applies against the drafter. References to laws include amendments and successor provisions.

22.10 Online Version and Updates.

MTNGS may update this Agreement by posting a revised version with a new “Last Updated” date. Unless required by Applicable Law or expressly agreed by the Parties, a revised version will apply prospectively to Orders accepted, renewed, or extended after the revised version becomes effective and will not retroactively modify an existing Order. If an Order expressly provides that updated online terms apply during its term, MTNGS will provide any notice required by that Order or Applicable Law.

22.11 Government Customer Statutory Limitations.

For a Government Customer, provisions concerning interest, attorneys’ fees, indemnification, automatic renewal, advance payment, governing law, forum, arbitration, assignment, or other obligations apply only to the maximum extent permitted by Applicable Law. Nothing in this Agreement creates an unauthorized obligation, waives sovereign immunity, or requires payment in the absence of legally available appropriations or authority. Except for the foregoing legally required limitations, the remaining provisions of this Agreement remain in effect.

EXHIBIT A

FORM OF STATEMENT OF WORK/SERVICE ORDER

This Exhibit provides a standard structure for transaction-specific Orders. Complete only the provisions applicable to the transaction.

EXHIBIT B

EQUIPMENT TERMS

B.1 Ownership.

Title to leased, loaned, evaluation, or MTNGS-provided Equipment remains with MTNGS or the applicable Supplier. Customer will not sell, pledge, lease, transfer, modify, relocate, or encumber such Equipment without written approval.

B.2 Care and Custody.

Customer bears risk of loss while Equipment is in its care, custody, or control and will maintain it in accordance with Documentation, reasonable environmental requirements, and security procedures.

B.3 Return.

Customer will return Equipment within five (5) business days after expiration or termination unless the Order provides another period. Customer is responsible for packaging, shipping, tracking, insurance, and any repair or replacement cost beyond ordinary wear and tear.

B.4 Access and Recovery.

To the extent permitted by law and site rules, Customer will provide reasonable access for inspection, maintenance, or recovery of MTNGS-owned Equipment after default or termination.

EXHIBIT C

SERVICE LEVELS

Service levels apply only when expressly completed in an Order. Supplier-controlled availability, maintenance windows, force majeure, Customer-caused events, and unauthorized configurations are excluded.

EXHIBIT D

CYBERSECURITY AND INFORMATION SECURITY REQUIREMENTS

• The applicable Order must identify whether MTNGS will receive, store, process, or transmit Federal Contract Information (FCI), CUI, covered defense information, classified information, personal data, or export-controlled technical data.
• System boundaries, approved environments, encryption, identity and access management, logging, vulnerability management, media handling, subcontractor access, and incident reporting responsibilities must be documented before regulated data is provided.
• Government cybersecurity clauses apply only when expressly incorporated or legally mandatory and may require an equitable adjustment for added controls, assessments, evidence, or reporting.
• Customer remains responsible for Customer-controlled systems, user behavior, endpoint security, access approvals, backups, and incident reporting obligations not assigned to MTNGS.
• No classified information may be provided except through approved channels and locations under an applicable security agreement and need-to-know authorization.

EXHIBIT E

EXPORT CONTROL AND COMPLIANCE REQUIREMENTS

• Customer will provide complete end-user, end-use, ownership, destination, nationality, platform, vessel, aircraft, and program information requested by MTNGS.
• Customer will not provide access to controlled technical data or Products to foreign persons without required authorization.
• Customer will not divert Products or Services to embargoed, sanctioned, or restricted destinations, parties, or end uses.
• MTNGS may screen all relevant transaction parties and may suspend performance while reviewing a potential compliance concern.
• The Parties will cooperate regarding licenses, technology control plans, provisos, recordkeeping, and government inquiries.

EXHIBIT F

GOVERNMENT CONTRACT FLOW-DOWN REQUIREMENTS

The following categories may apply only if specifically identified in the Order or an attached clause matrix:

• FAR and DFARS clauses mandatory for commercial products or commercial services.
• Security, safeguarding, CUI, cyber incident, and supply-chain requirements.
• Export control, anti-trafficking, ethics, equal opportunity, and debarment requirements.
• Domestic preference, specialty metals, Buy American, Trade Agreements Act, or country-of-origin restrictions.
• Cost, audit, records, intellectual property, and technical data rights provisions.
• Priority-rated order, stop-work, changes, termination, and disputes clauses.

No clause will apply merely because it appears in a prime contract, portal, hyperlink, or Customer purchase order. Applicability and tailoring must be expressly agreed in writing by MTNGS Legal in the applicable Order or an attached clause matrix.

EXHIBIT G

ACCEPTABLE USE POLICY

• No unlawful, fraudulent, abusive, infringing, harassing, or deceptive use.
• No interference with networks, satellites, spectrum, platforms, devices, or other users.
• No credential sharing, unauthorized access, vulnerability scanning, malware, or circumvention of security controls.
• No prohibited surveillance, weapons, sanctions evasion, restricted military-intelligence activity, or unlawful export or transfer.
• No resale, redistribution, roaming, mobility, or geographic use beyond the authorization stated in the Order and applicable Supplier terms.
• MTNGS may investigate suspected violations and suspend access when reasonably necessary to protect security, legal compliance, Suppliers, or other users.