Master Service Agreement

MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) governs the relationship between ITECH Solutions (“MSP”), a California corporation, and the client entity (“Client”) engaging MSP’s services, as detailed in applicable Statements of Work (“SOW”) and Service Level Agreements (“SLA”).

1. SCOPE OF SERVICES

MSP provides IT services as described in the SOW and SLA, incorporated herein by reference. Services are provided “as-is” without warranties except as stated in the SOW or SLA. MSP is not liable for third-party hardware, software, or services, including but not limited to cloud platforms or cybersecurity tools.

2. PAYMENT FOR SERVICES

A. Service Charges: Client shall pay MSP fees per the SOW, as modified by mutual written consent. Fees exclude costs for new or replacement hardware, software, cabling, or projects required to perform Services. Client shall pay applicable sales, use, or other taxes, excluding taxes on MSP’s income.
B. Cost Fluctuations: Units (e.g., devices, users) may be added at rates in accepted proposals. Declined Services’ prices may change after 60 days. Non-contracted Service quotes are invalid after 60 days. The initial term is one (1) year, with fees increasing 5% annually upon 30 days’ written notice.
C. Payment: Client authorizes automatic credit card or ACH payments monthly on invoice due dates. Service change notices must be received in writing 7 days before billing to affect the next cycle.
D. Billing Cycles: Setup/onboarding fees and the first month’s Services are due upon invoice receipt. Monthly invoices are sent mid-month, due on the 1st. Undisputed charges within 30 days are deemed approved. Late payments accrue 1.5% monthly interest (or the legal maximum) and may result in Service suspension. Overage/project invoices, pre-approved in writing, are due upon receipt.
E. Projects, Hardware, Software: Client shall prepay for hardware/software (minimum $100), unless otherwise agreed in writing. Ownership transfers upon full payment; MSP may repossess unpaid items.
F. Travel/Lodging: Travel/lodging for onsite Services outside San Luis Obispo County is quoted separately.
G. Late Payments: Unexcused late payments may lead to Service suspension or termination. Reinstatement may incur a fee equal to one month’s charges. Frequent late payments may shift Client to prepayment status. Suspended Services continue billing, with only emergency/critical Services (business-stopping issues without workarounds) provided. Suspension does not alter renewal dates.
H. Incident Response, Disaster Recovery, Security Breaches: Disaster recovery/security breach Services are quoted and approved in writing, except in exigent cases, billed on a time-and-materials basis via third-party cybersecurity firms, typically insurance-covered. Declining incident response Services limits MSP’s remediation guarantee and liability for losses from zero-day vulnerabilities or incidents.

3. AGREEMENT REQUIREMENTS AND RESTRICTIONS

A. Hours of Service: Services are available 8:00 a.m.–5:00 p.m. PST, Monday–Friday, excluding holidays (Memorial Day, Labor Day, Independence Day, Thanksgiving, day after Thanksgiving, Christmas Eve, Christmas, New Year’s Day). Emergency response times vary per the SLA; after-hours Services incur extra charges.
B. Vendors, Products, Services: MSP may change vendors/products for security/management, notifying Client in writing for approval before additional costs.
C. Service Suite Revisions: MSP updates Service suites annually to meet best practices, incorporating updates into Client’s technology roadmap.
D. Hosted Servers: “Hosted Servers” are systems provided at a secure datacenter.
E. Device Support: All private network devices must be supported under this Agreement; unsupported devices must use the guest network.
F. Device Removal/Re-addition: Devices cannot be temporarily removed/re-added without MSP’s written consent. Removed devices must be decommissioned.
G. Device/User Billing: Removed devices/users are charged until the next cycle post-offboarding. Added devices/users incur pro-rated charges from addition date.
H. Device End of Life: MSP may deem devices faulty/beyond economic repair, requiring replacement. Non-replaced devices incur quoted support costs; excessive labor (2+ hours/month) for outdated equipment incurs additional fees.
I. Onsite Services: Service calls start remotely; onsite visits, if needed, follow SLA response times. Client-requested onsite visits for remotely resolvable issues incur quoted charges.
J. MSP Recommendations: Client’s failure to follow MSP recommendations or consult on compatible solutions releases MSP from liability for downtime, data loss, equipment damage, or extra labor. Non-compliance with the SLA or rejection of infrastructure/security recommendations allows MSP to terminate immediately.
K. Client-at-Fault Incident Response: Labor for incidents due to Client’s failure to follow recommendations incurs quoted charges.
L. Third-Party Incident Remediation: Labor for incidents caused by Client, employees, or third parties incurs quoted charges.
M. Rogue Devices/Users: MSP is not liable for damages/downtime from unsupported devices/users; remediation incurs quoted charges.
N. Agreement Modifications: Client-requested changes require legal review, with Client paying review fees as an onboarding charge.

4. CLIENT RESPONSIBILITIES

A. Hardware/Software Installation: Client shall allow MSP’s Managed Service, backup, and security software installation within ten (10) business days of request. Failure to comply may result in additional fees quoted by MSP and limits MSP’s liability for related service disruptions.
B. Documentation/Licensing: Client shall provide accurate configuration and ownership documentation for hardware/software within five (5) business days of MSP’s request. Non-compliance may incur quoted charges for MSP’s verification efforts.
C. Consultation: Client shall consult MSP in writing before purchasing or deploying hardware, software, or third-party network changes that MSP will manage. Client shall disclose all IT systems and software at onboarding and report changes within three (3) business days. MSP is not liable for breaches, downtime, or damages involving undisclosed or unauthorized systems, and remediation incurs quoted charges.
D. Accessibility: Client shall provide timely access to systems, offices, hardware, software, and licenses within two (2) business days of MSP’s request. Delays may result in quoted charges and limit MSP’s liability for service delays.
E. Availability: Devices must be powered on and online 24/7 for patch and security updates, except during scheduled maintenance notified to MSP. MSP is not liable for damages from offline devices, and remediation incurs quoted charges.
F. Multi-Factor Authentication: Client shall implement multi-factor authentication (MFA) on all systems as recommended by MSP within fifteen (15) business days of notification. Failure to implement MFA releases MSP from liability for related breaches and may incur quoted charges for remediation.
G. Record Keeping: Client shall maintain accurate billing information and verify invoice amounts within five (5) business days of receipt. Devices or users removed without portal offboarding continue billing without refunds.
H. Time Limits: Client shall specify written access restrictions at onboarding. MSP will use best efforts to comply, but Client acknowledges that emergency access may override restrictions.
I. Third-Party Vendor Support: Proprietary software or hardware without vendor support incurs quoted charges, disclosed in writing within five (5) business days of identification. If Client disputes charges, parties shall resolve via Section 11 (Dispute Resolution). Remediation is not guaranteed without vendor support.
J. Insurance: Both parties shall maintain professional and cyber liability insurance with limits of at least $1,000,000, providing proof within ten (10) business days of request.
K. Ransomware: Client acknowledges MSP advises against paying ransoms, which may increase future attack risks. Client decisions to pay ransoms release MSP from liability for subsequent incidents.
L. Domain Name: Client shall maintain domain ownership and notify MSP of changes within three (3) business days. MSP is not liable for downtime from Client-managed domain or DNS loss.
M. IP Numbers: MSP controls Hosted Servers’ IP numbers, with changes minimizing disruption. Client shall cooperate with IP transitions.
N. Software Copyright: Client warrants software legality, indemnifying MSP against infringement claims.
O. Software Reselling/Microsoft Services: Client acknowledges third-party solutions (e.g., Microsoft Office 365) are provided by vendors, with MSP invoicing only. MSP makes no warranties and is not liable for defects, errors, or losses, except for invoicing errors.
P. Regulatory Compliance: Client shall provide written compliance requirements (e.g., HIPAA, PCI-DSS, CCPA) via the client portal at onboarding and update within five (5) business days of changes or new regulations. Client shall notify MSP of CCPA data subject requests (e.g., deletion, access) within three (3) business days, and MSP shall assist in compliance, with Client bearing additional costs quoted in writing. MSP will implement reasonable measures to meet disclosed requirements, with Client bearing additional costs quoted in writing. MSP may conduct periodic compliance audits, with Client cooperation, to ensure adherence. MSP is not liable for non-compliance due to Client’s failure to disclose requirements or cooperate with audits.

5. BACKUP, CONTINUITY, DISASTER RECOVERY

A. Requirements: Disaster Recovery Coverage requires: (1) server warranty, (2) server <5 years old, (3) MSP-supported firewall, (4) MSP-supported security software, (5) working UPS, (6) MSP administration, (7) MSP-supported backup hardware/software, (8) MSP access to installation media/key codes.
B. Process: MSP restores servers to the last backup, performing necessary steps. Servers may be taken offsite.
C. Limitations: MSP is not liable for issues from backup software/hardware malfunctions, powered-off devices, or unbacked SaaS/cloud data (unless Client subscribes to SaaS backup). MSP is not liable for failed recovery due to Client non-compliance, environmental failures, force majeure, or third-party acts.
D. Regulatory Compliance: Client shall provide written compliance requirements (e.g., HIPAA, PCI-DSS) via the portal at onboarding, with updates as needed. MSP will implement reasonable measures to meet these requirements. MSP may conduct periodic compliance audits, with Client cooperation, to ensure adherence to applicable regulations. MSP is not liable for non-compliance without written notice of requirements.

6. TERM AND TERMINATION

A. Term: The initial term is one (1) year, auto-renewing for selected terms (1–3 years) unless terminated with sixty (60) days’ written notice via the client portal or addresses in Section 23.
B. Early Termination: Either party may terminate for material breach with thirty (30) days’ written notice and opportunity to cure. Early termination by Client, except for MSP’s uncured material breach, incurs a fee equal to fifty percent (50%) of the remaining contract value, calculated as the average monthly invoice over the prior six (6) months multiplied by remaining months, or $2,500, whichever is higher. Disputes over the fee shall be resolved per Section 11 (Dispute Resolution). Early termination fees are due within thirty (30) days of termination notice.
C. Effect of Termination: MSP shall provide transition assistance for thirty (30) days post-termination, limited to providing system access, documentation, and backup data as available, at MSP’s standard hourly rates quoted in writing. MSP shall remove Hosted Servers, backups, and Managed Services by the termination date. Client must transition Services by termination date. MSP deletes Client data thirty (30) days post-termination, subject to legal requirements, per Section 18.
D. Termination Costs: Client shall pay a termination fee of $2,500 or one (1) month’s average invoice (based on the prior six (6) months), whichever is higher, for offboarding services, including data extraction and system decommissioning, waived if Client dissolves or transitions to an MSP-approved successor. Offboarding services are quoted in writing at termination notice. Disputes over costs shall be resolved per Section 11.

7. NO WARRANTY/DISCLAIMERS

A. Services and Hosted Servers are provided “as-is.” MSP does not warrant uninterrupted, error-free operation or correction of all errors. Pre-production software is provided “as-is” without warranty.
B. Except for written warranties, MSP disclaims all express, implied, or statutory warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.
C. AI-Driven Services: MSP is not liable for errors, inaccuracies, or losses from AI-driven services or data used in AI training, except in cases of gross negligence.
D. MSP’s liability shall not exceed fees paid in the prior 12 months. No employee statements create warranties or modify this Agreement.

8. LIMITATION OF LIABILITY

A. MSP’s liability is limited to remedies herein, excluding liability for unavailable Services, lost or corrupted data, or software failures, except as caused by MSP’s gross negligence.
B. Neither party is liable for special, indirect, incidental, or consequential damages, including lost profits, revenue, or business interruption, regardless of claim basis, even if advised of such damages.
C. MSP’s aggregate liability for all claims under this Agreement shall not exceed the lesser of (1) fees paid for the specific products or services giving rise to the claim or (2) fees paid in the twelve (12) months prior to the claim, with a per-incident cap of $10,000. This cap survives any remedy failure.
D. AI-Driven Services: MSP’s liability for errors, inaccuracies, or losses from AI-driven services or data used in AI training is limited to fees paid for those services in the prior twelve (12) months, except in cases of gross negligence.
E. Essential Basis: Fees reflect risk allocation, including liability limits, which Client accepts as essential to the bargain.

9. REMEDIES

MSPmay investigate Agreement violations, restricting Hosted Server access to prevent unauthorized activity. Violations may lead to Service suspension/termination or civil remedies. Criminal violations may be reported. No credits are issued for outages from violations. MSP may deactivate Hosted Servers for policy violations, non-payment, or expired payment methods, with notice where applicable.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, with electronic/scanned signatures deemed originals, per the E-Sign Act, UETA, and applicable state law. Facsimile/PDF delivery is binding. Parties shall provide original signatures upon request.

11. DISPUTE RESOLUTION

A. Mediation: Disputes arising under this Agreement shall be mediated through a mutually agreed provider in San Luis Obispo County, California, before arbitration or court action, with fees split equally. Parties commencing action without mediation forfeit attorney fees.
B. Arbitration: Unresolved disputes shall be decided by neutral arbitration in San Luis Obispo County, California, by a retired judge or attorney with twenty (20) years of commercial-internet law experience, per California Code of Civil Procedure. Discovery is allowed per Section 1283.05. The Federal Arbitration Act governs enforcement. Arbitration covers all claims, including but not limited to breach of contract, except for claims requiring injunctive relief under Sections 18 or 19.
C. Notice: Client agrees to arbitration, waiving court and jury trial rights, per California law.

12. LEGAL EXPENSES

The prevailing party in legal action to enforce this Agreement recovers reasonable attorney’s fees and costs.

13. FORCE MAJEURE

Except for payment obligations, neither party is liable for delays from events beyond their control, including cyberattacks not caused by MSP negligence, third-party service outages, fire, flood, or acts of God. Performance time extends by the contingency duration.

14. AUTHORITY

Signatories represent authority to bind their entities, per governing documents.

15. INDEPENDENT CONTRACTOR

MSP is an independent contractor, not an employee. MSP may use subcontractors. MSP employees receive no Client benefits.

16. PROPRIETARY RIGHTS

A. MSP Intellectual Property: MSP owns all proprietary software, tools, and know-how used in Services, including branding or marketing content (e.g., developed for initiatives like “The Tech Stoic”). Client assigns any rights in MSP Intellectual Property to MSP.
B. Client Rights: MSP grants Client a perpetual, non-exclusive, non-transferable license to use MSP Intellectual Property in deliverables for internal business purposes.
C. Restrictions: Client shall not copy, modify, or reverse-engineer MSP Intellectual Property or remove proprietary notices.

17. INDEMNITIES

A. Infringement: Client indemnifies MSP against claims that Client’s software or information infringes third-party intellectual property. MSP indemnifies Client for MSP’s intellectual property infringement or gross negligence.
B. Third-Party Claims: Client indemnifies MSP against claims arising from Client’s business conduct, except for MSP’s willful misconduct or gross negligence.
C. Employee Claims: Client indemnifies MSP against claims, including but not limited to lawsuits under California Business & Professions Code Section 16600 or S.B. 699, brought by MSP employees arising from Client’s breach of Section 19 (Non-Solicitation and Employee Hiring), including legal fees and damages.
D. Procedures: Indemnified parties shall provide prompt notice, allow defense control (absent conflicts), and require consent for settlements.

18. CONFIDENTIALITY AND DATA HANDLING

A. Scope: “Confidential Information” means non-public data designated as confidential or reasonably considered confidential, including client data processed by MSP (e.g., personal data, business records). Parties shall protect Confidential Information with reasonable care, using it only to fulfill Agreement obligations. Client data is deleted thirty (30) days post-termination, subject to legal requirements, in compliance with the California Consumer Privacy Act (CCPA) and other applicable privacy laws.
B. Exceptions: Information is not Confidential if publicly known, independently developed, or disclosed without restriction.
C. Residual Rights: Parties may use general knowledge from Confidential Information, excluding specific data.
D. Irreparable Harm: Unauthorized disclosure allows injunctive relief without proving harm.
E. Privacy Compliance: MSP shall implement reasonable measures to comply with CCPA and other applicable privacy laws for client data, provided Client discloses data processing requirements in writing per Section 4.P. In the event of a data breach, MSP shall notify Client within seventy-two (72) hours of discovery, per California Civil Code Section 1798.82, with Client responsible for further notifications as required by law. MSP is not liable for privacy violations or breach notification failures due to Client’s failure to disclose requirements or cooperate with audits.
F. Survival: Confidentiality obligations survive termination for five (5) years, except for personal data subject to privacy laws.

19. NON-SOLICITATION AND EMPLOYEE HIRING

A. Definition: For purposes of this Section, “solicit” means actively recruiting or inducing an employee to terminate their employment with the other party, including but not limited to directly offering employment, encouraging an employee to apply for a position, or targeting an employee with job advertisements. “Solicit” does not include general job postings or advertisements not directed at the other party’s employees, nor does it include an employee’s independent application for employment without inducement.
B. Restriction: During the term of this Agreement and for twelve (12) months after its termination or expiration, neither party shall solicit the other’s employees without prior written consent. This restriction applies only to employees directly involved in providing or receiving Services under this Agreement.
C. Hiring with Consent: A party may hire the other’s employee with written consent, which ITECH Solutions may condition on payment of a hiring fee equal to twenty-five percent (25%) of the employee’s annual base salary at the time of hiring, to compensate for recruitment, training, and transition costs. The hiring fee shall be paid within thirty (30) days of the employee’s start date. Consent shall not be unreasonably withheld if the hiring fee is paid and the employee applies independently.
D. Exceptions: This Section does not apply to hiring required to comply with federal regulations, including but not limited to Executive Order 14055 (Nondisplacement of Qualified Workers Under Service Contracts), where the Client, as a successor contractor, must offer a right of first refusal to ITECH Solutions’ employees.
E. Remedies: Breaches of this Section entitle the non-breaching party to seek damages, including but not limited to recruitment and training costs, and injunctive relief to prevent further solicitation or hiring in violation of this Section. The parties agree that such breaches may cause irreparable harm.
F. Survival: This Section survives termination or expiration of this Agreement for the duration specified in Subsection B.

20. CHOICE OF LAW; VENUE

This Agreement is governed exclusively by the laws of the State of California, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved in San Luis Obispo County, California, and the parties consent to personal jurisdiction in such courts. This choice of law applies to all claims, including employee claims under California Business & Professions Code Section 16600 or S.B. 699, to the extent permitted by law.

21. ADVICE

Parties acknowledge they were advised to seek legal counsel and have either done so or voluntarily declined, understanding the Agreement’s terms.

22. TIME IS OF THE ESSENCE

Time is essential to this Agreement.

23. SERVICE OF NOTICE

Notices are sufficient via registered mail to addresses specified in the SOW or other agreement.

24. ENTIRE AGREEMENT; MODIFICATIONS

This Agreement is the complete statement, superseding prior agreements. Amendments require mutual written consent via the client portal or written notice to addresses in Section 23. MSP may update terms to comply with new laws or best practices, with 30 days’ notice.

25. NO WAIVER

Failure to enforce provisions is not a waiver of enforcement rights.

26. CAPTIONS

Captions are for convenience and do not define scope.

27. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties agree that the court may reform the invalid provision to the minimum extent necessary to render it enforceable, consistent with the parties’ intent and California law.

28. ASSIGNMENT

Neither party assigns rights/obligations without consent, except in stock/asset sales, subject to assignee’s financial capability.

29. QUARTERLY BUSINESS REVIEWS

Client shall participate in quarterly reviews with C-level attendance to evaluate service performance.

30. COMPLIANCE WITH FEDERAL REGULATIONS

This Section applies solely to Clients engaged in contracts with federal government entities or federal contractors subject to federal regulations. If Services involve such contracts, the parties shall comply with applicable federal regulations, including but not limited to Executive Order 14055 (Nondisplacement of Qualified Workers Under Service Contracts). In case of conflict between this Agreement and federal regulations, the latter shall prevail, and the conflicting provision shall be modified to the minimum extent necessary to comply. MSP shall notify Client of required modifications, with costs quoted in writing per Section 2.

31. COMPLIANCE WITH STATE AND LOCAL REGULATIONS
This Section applies solely to Clients engaged in contracts with any state or local government entities in the United States subject to applicable state or local regulations. If Services involve such contracts, the parties shall comply with applicable regulations governing public sector contracts, including but not limited to employee protections, procurement, or data security requirements. In case of conflict between this Agreement and such regulations, the latter shall prevail, and the conflicting provision shall be modified to the minimum extent necessary to comply. MSP shall notify Client of required modifications, with costs quoted in writing per Section 2.

32. TARGETED NOTIFICATIONS FOR AMENDMENTS
If MSP amends this Agreement to comply with laws or best practices applicable only to specific Client types (e.g., government clients under Sections 30 or 31), MSP may notify only those Clients affected by the amendment, via the client portal or written notice to addresses in Section 23, with thirty (30) days’ notice. MSP shall provide a general notice to all Clients via the client portal, confirming the amendment’s limited applicability, to ensure compliance with Section 24.