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MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") is entered into as of January 1, 2023
by and between Target Company, Inc. ("Provider") and Acme Corporation ("Customer").

1. TERM
This Agreement shall commence on the Effective Date and continue for a period of
three (3) years unless earlier terminated in accordance with Section 12.

2. SERVICES
Provider shall provide the services described in each Order Form executed by the
parties from time to time.

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3. FEES AND PAYMENT
Customer shall pay Provider the fees set forth in the applicable Order Form.
Payment terms are net thirty (30) days from date of invoice.

4. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of the other party's Confidential
Information and not to disclose such information to any third party.

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12. TERMINATION
12.1 Either party may terminate this Agreement upon ninety (90) days written notice.
12.2 Either party may terminate this Agreement immediately upon written notice if
the other party materially breaches this Agreement and fails to cure such breach
within thirty (30) days after receiving written notice thereof.
12.3 Change of Control. In the event of a Change of Control of Provider, Customer
may terminate this Agreement immediately upon written notice.

13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
