Master Services Agreement
WHEREAS, Provider offers managed services including but not limited to domain administration, user & data security, virus and malware endpoint protection, data breach triage services, network, email & website hosting & security, and related services ("Services");
WHEREAS, Client desires to engage Provider to provide such Services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. SCOPE OF SERVICES
1.1 Provider shall provide the Services as described in Exhibit A attached hereto and incorporated herein by reference.
1.2 Any changes or modifications to the Services must be agreed upon in writing by both parties.
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of 30 days, unless terminated earlier as provided herein ("Initial Term").
2.2 This Agreement shall automatically renew for successive renewal terms of 30 days, unless either party provides written notice of non-renewal at least ten (10) days prior to the expiration of the then-current term.
3. FEES
3.1 Client shall pay Provider the fees set forth in Exhibit B attached hereto and incorporated herein by reference.
3.2 Fees are due and payable on the 10th of each month in advance, with 15 days grace period. Charges for work performed in a term that exceeds the agreed allotted time shall be included in the following term’s invoice.
3.3 In the event of late payment, Provider may, in its sole discretion, suspend or terminate the Services until payment is received in full.
4. WARRANTIES AND REPRESENTATIONS
4.1 Provider represents and warrants that it shall perform the Services in a professional and workmanlike manner, in accordance with industry standards.
4.2 Client represents and warrants that it has the authority to enter into this Agreement and to grant any necessary permissions or licenses related to the Services.
5. LIABILITY
5.1 Provider shall not be liable for any indirect, incidental, consequential, punitive, or special damages arising out of or in connection with this Agreement, including but not limited to loss of profits, revenue, data, or use, even if advised of the possibility of such damages.
5.2 Provider's total liability under this Agreement shall not exceed the total fees paid by Client to Provider during the twelve (12) month period immediately preceding the event giving rise to the claim.
5.3 Client agrees to indemnify, defend, and hold harmless Provider and its associates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Client's breach of this Agreement or any violation of applicable law.
6. CONFIDENTIALITY
6.1 Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party ("Confidential Information").
6.2 Confidential Information shall not be disclosed to any third party without the express written consent of the disclosing party, except as required by law.
7. TERMINATION
7.1 Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
7.2 Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files a petition for bankruptcy, or has a receiver or trustee appointed for its assets.
8. GENERAL
8.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
8.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
8.3 This Agreement shall be governed by and construed in accordance with the laws of Virginia, without giving effect to any choice of law or conflict of law provisions.
8.4 This Agreement may be updated by Provider from time to time, with or without prior notice to Client. Provider shall make reasonable efforts to inform Client of any material changes to the Agreement. The most current version of the Agreement shall be posted on Provider's website and shall supersede all prior versions. Client's continued use of the Services after any such changes shall constitute acceptance of the updated Agreement.