This Master Service Agreement (the "Agreement") is entered into by and between TechNet Computing LLC, a company located at 310 Saybrook Rd, Higganum, CT 06441, hereinafter referred to as the "Company," and [CLIENT COMPANY], a company located at [CLIENT ADDRESS], hereinafter referred to as the "Client." The Company and the Client shall collectively be referred to as the "Parties" and individually as a "Party."
This Agreement is subject to updates over time. This is Version 2.0. The most current version can be found at https://technetcomputing.com/msa. The Parties will be notified of any changes via email or other electronic means.
This Agreement commences on the execution date and shall continue in effect until terminated by either Party with at least 90 days prior written notice.
4.1. Monthly Service Fee
The Company agrees to provide the services described herein in exchange for a monthly fee of $250 per user or device unless a mutually agreed price has been established (the "Monthly Service Fee"). The Monthly Service Fee shall be due on the first day of each month for services to be provided in that month. In the event of late payment, a late fee of 5% per month, not exceeding the maximum amount allowed by law, shall be charged on all invoices that are more than 30 days late.
In cases where the Client requires services beyond the scope of those covered by the Monthly Service Fee, the Company's general hourly rate shall be $250. The Client shall be notified of and approve any additional charges for approval before any additional charges are incurred.
The Company reserves the right to change the Monthly Service Fee or Hourly Fee at its discretion. Any fee changes shall be communicated to the Client with a minimum of 90 days written notice via email or other electronic means.
The Company's services encompass the Client's computer and technology infrastructure, as detailed in the signed proposal.
The Client undertakes to:
6.2. Promptly notify the Company of any significant problems with the performance of its systems or network.
6.3. Seek consultation and approval from the Company before making any changes to servers or other systems.
6.4. Immediately inform the Company of any changes to servers, systems, or requirements imposed by third-party vendors or providers.
6.5. Provide the Company with access to the Client's physical premises on an "as-needed" basis.
6.6. Cooperate in good faith by responding in a commercially reasonable time frame to all of the Company's emails, phone calls, requests for action, feedback, and meetings, recognizing that such cooperation is essential for the Company's ability to fulfill its obligations under this Agreement.
6.7. Until fully paid, the Company may defer ordering any hardware, software, or other materials requested by the Client until full payment is received. The Company has full discretion to prioritize items ordered and make substitutions for items that were quoted, provided any substitutions are substantially similar and at a similar price to the Client, and the Company reasonably believes such substitutions are in the Client's business interests.
The Company will make reasonable efforts to coordinate with the Client's external technology providers, particularly when their products or services may impact or be impacted by the services provided by the Company.
Company is not liable for any data loss that does not directly result from the Company's negligence and is caused by a failure of any backup system operated by the Client or by the Company on the Client's behalf.
In the event of an emergency, the Company may take actions it deems reasonably necessary to protect the Client's hardware, data, and functionality. The Company shall not be held liable for any damage or consequences resulting from its actions or inactions under this provision.
This Agreement may be terminated by either Party with at least 90 days' written notice to the other Party.
The Company may suspend services if:
More than two consecutive monthly payments are late or Any three payments are late in any six (6) month period.
Services will be restored upon full payment and upon reasonable terms and conditions determined by the Company.
In the event of a breach of this Agreement by either Party (including the threat of non-payment or any action allowing for suspension), either Party may terminate this Agreement immediately, with no obligation to provide time for the breaching Party to cure said breach. Upon Termination for Breach, the Company agrees to provide the Client with a list of all passwords belonging to Client in Company's possession.
Client consents to the delivery of all passwords via email. The Client will notify the Company within 10 days of any additional passwords that are required. The Company may remove all software, hardware, remote agents, licenses, and support services owned by the Company upon termination. Client expressly grants permission for Company to access all servers and systems for these purposes. Client agrees to return such property to Company within 10 business days of Company's request. Company shall have no responsibility for any loss or damage caused by removal of any of Company's property from Client's systems.
Subject to this Agreement not being terminated due to Client's breach, during the last thirty (30) days of the Agreement, the Company shall transfer knowledge and make its personnel reasonably available to transfer knowledge to the Client's employees or a firm designated by the Client.
The failure of the Company to exercise any provision under this Agreement shall not be deemed a waiver of that provision.
Company shall maintain ownership over any software licenses and remote agents that are installed by Company unless such license is paid for separately by Client.
Except in cases of fraud, negligence, or willfully malicious acts by Company, Company and its service providers and contractors performing services hereunder shall not be liable, in any event, for any damage to Client's property, loss of business profits, business interruptions, or any other pecuniary loss, incidental or consequential or indirect damages that may arise out of this Agreement, even if any Company representative, service provider, or contractor may have been advised of the possibility of such damages.
Furthermore, the Parties expressly agree that Company shall not be liable for any damages, losses, or issues arising directly or indirectly from cybersecurity breaches, including but not limited to data breaches, unauthorized access, or cyberattacks, regardless of their nature or cause.
Client understands and acknowledges that no computer system or software can be made entirely reliable, stable, or secure and that Company cannot guarantee the ongoing stability, safety, security, or recoverability of Client’s systems and data. Company warrants that the Services will be provided in a professional manner consistent with generally prevailing industry standards. Client is solely responsible for maintaining and following standard security and operating procedures to protect the integrity of the systems and network.
Company, on behalf of itself and its service providers, contractors, and suppliers, makes no warranties or conditions for any goods or services, express, implied, or statutory. Company specifically disclaims, on behalf of itself and its service providers, consultants, and suppliers, any implied warranty of merchantability, warranty of fitness for a particular purpose, and warranty arising out of the usage of trade or course of performance or dealing. Company does not warrant nor guarantee any results or that any of its efforts will cause or contribute to the result of any particular decision in any legal proceeding or controversy. Client warrants that it has the proper licenses and rights of use to all software and hardware in its possession and that it has obtained any and all necessary permissions from third parties to use licensed materials, which includes the right of the Company to take the actions conceived of in this Agreement.
Client shall indemnify and hold Company harmless for any losses or claims, including reasonable attorney’s fees, which arise from this section. No limitation of liability set forth elsewhere in this Agreement is applicable to this indemnification.
Neither Party will be liable to the other by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, terrorism, interruptions in electrical or telecommunications services or Internet access, or any other cause beyond the reasonable control of such Party.
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA) in accordance with its relevant industry rules, if any. The Parties agree that this Agreement will be governed by, construed, and interpreted in accordance with the Laws of the State of Connecticut but without regard to its conflict of laws principles. The arbitration will be held in Connecticut. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created hereby.
Company will provide technical and support services performed by trained and skilled individuals who are either directly employed by Company or an approved subcontractor. These individuals will comply with all Customer applicable rules, regulations, and policies regarding such matters as working hours, holidays, security measures, etc. Client agrees not to directly solicit, hire, contract, or perform any outside independent work or services with any Company employee or subcontractors. This agreement shall remain in effect for a period of 12 months after that employee has separated from Company or their current subcontracted employer unless by other written agreement. All work or services contracted in violation of this agreement will result in payment due to Company equal to either 40% of the list price value of all such paid services or 40% of annual salary if the person is employed full-time.
This Agreement sets forth the entire understanding and agreement of the parties and supersedes all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a subsequent writing signed by both parties.
This MSA may be supplemented by addenda, which, when executed by both Parties, shall form an integral part of this Agreement. Such addenda shall be considered an extension of this MSA and shall be binding upon the Parties as if fully set forth herein.
Company may develop procedures, software, or solutions for Client as a way of providing more efficient and effective service, which will better meet Client's needs and requirements (the "Work Product"). Any such software, service, remote agent, solution, or procedure shall remain the property of Company, and Client shall have a license to use the Work Product as long as Company continues to provide Services under this Agreement. Any intellectual property created or developed, in whole or in part, by the Company, shall remain the exclusive property of the Company unless otherwise agreed to in writing.
Physical relocation of existing hardware, including but not limited to office relocation or major redesigns.
Network cables and related wiring work. The Client acknowledges that all its network cabling and related wiring is in proper working order and will remain in proper working order during the course of the Agreement.
Damage related to the failure of the Client to maintain their systems in a suitable and appropriate environment with appropriate cooling, ventilation, and power as advised by the Company. The suitability of the environment shall be decided by the Company in its sole and absolute discretion. Client understands and acknowledges that its servers, systems, and other infrastructure can be damaged by environmental factors and that its implementation of the Company’s environmental recommendations is crucial to maintaining the Client’s infrastructure.
Client agrees to maintain the following minimum standards for all hardware and software connected to its network at any time:
- All servers with Microsoft Windows Operating Systems must be running current vendor supported versions with all thAe latest Microsoft Service Packs and Critical Updates installed.
- All Desktops and Laptops must be running current vendor supported or later and have all the latest Service Packs and Critical Updates installed.
- All Server and Desktop Software must be Genuine, Licensed, and vendor supported. The environment must have a currently licensed, vendor supported hardware Firewall between the Internal Network and the Internet.
- All Wireless data traffic in the environment must be securely encrypted. The Company reserves the right to update this Schedule from time to time.
This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of the State of Connecticut.
CUSTOMER ACKNOWLEDGES HAVING READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO BE BOUND BY ITS TERMS