Master Services Agreement
This document serves as the Master Services Agreement (MSA) covering all Information Technology (IT) Service Agreements and Statements of Work (SOW) provided by TECHKNOWLEDGEY to CLIENT. Additional Services added subsequent to the date of this MSA shall be deemed incorporated into this Master Services Agreement and subject to all of its terms and conditions. In case of a conflict of terms between a specific IT Service Agreement/SOW, the terms of the specific IT service agreement/SOW will prevail.
This Agreement is for a 12-month term, and shall automatically renew for additional twelve (12) month terms unless TECHKNOWLEDGEY or the CLIENT affirmatively terminates it in accordance with the conditions set forth in this document, or TECHKNOWLEDGEY requires new terms for the next twelve month term.
Fees and Billing Terms for IT Services Agreements
Base IT Management/Basic Endpoint Security (12-month agreement)
Services will be billed monthly in advance based on the number of devices as reported by TECHKNOWLEDGEY’s monitoring tools. CLIENT-owned and approved devices subsequently added to CLIENT’S network will be deemed as being covered under this Agreement unless expressly excluded by CLIENT, and will be added at the applicable device billing rate. Labor required to deploy the Services will be billed separately. The Service shall automatically renew for additional twelve (12) month terms unless TECHKNOWLEDGEY or the CLIENT affirmatively terminates it in accordance with the conditions set forth in this Agreement. Patch management is provided for third-party software listed in Schedule 1.
Managed Backup Services (12-month Agreement)
Managed Backup Services will be billed monthly in advance, with any data overages billed in arrears. Data restoration services are billed at applicable Hourly Technical Service rates. The Service shall automatically renew for additional twelve (12) month terms unless TECHKNOWLEDGEY or the CLIENT affirmatively terminates it in accordance with the conditions set forth in this Agreement.
Premium Managed Network Security (36-month Agreement)
Services will be billed monthly in advance based on the number of devices as reported by TECHKNOWLEDGEY’s
Monitoring tools. CLIENT-owned and approved devices subsequently added to CLIENT’S network will be deemed as being covered under this Agreement unless expressly excluded by CLIENT. CLIENT shall pay any applicable federal, state, or local taxes unless a valid exemption certificate is furnished to TECHKNOWLEDGEY for the state of use. The Service shall automatically renew for additional twelve (12) month terms unless TECHKNOWLEDGEY or the CLIENT affirmatively terminates it in accordance with the conditions set forth in this Agreement.
Hourly Technical Services
Labor services requested by CLIENT, or those required to resolve network issues uncovered by TECHKNOWLEDGEY’S remote monitoring services, will be billed at hourly rates according to the CLIENT’s rate plan.
Under Block Hours plans, standard network technician service hours exceeding monthly Block Hours will be charged at the applicable overage rate. Block Hours plans are 12-month agreements which automatically renew for additional twelve (12) month terms unless TECHKNOWLEDGEY or the CLIENT affirmatively terminates it in accordance with the conditions set forth in this Agreement. Unused Block Hours in any given month will carry over for 12 months from the date of invoice. Unused hours will not be refunded upon termination of this agreement.
Standard service hours shall be 8:00 AM to 5:00 PM Monday through Friday excluding holidays. Service which was begun during standard service hours may continue for one (1) additional hour beyond the standard service hours at regular contracted rates. After-hours service rates are billed at twice the applicable standard rate. Minimum billing is 1 hour for on-site service and 1/2 hour for remote service. Onsite services will incur a trip charge, limited to one per day.
Holidays and Holiday Service Rates
TECHKNOWLEDGEY observes the following company holidays each year. Services required on any holiday listed below must be scheduled in advance. Services requested on national holidays* will be billed at the holiday rate of three times the applicable labor rate.
New Year’s Day*
last Monday in May
first Monday in September
fourth Thursday & Friday
Managed Security Services
Out of Scope Labor
Managed Security Services do not include labor required for virus/malware/threat remediation, data recovery, user training/support, or network support. It is understood that any and all Services requested by CLIENT that fall outside of the scope of a Managed Security Services Agreement will be billed under the CLIENT’s rate plan for hourly technical services.
Vendor-Owned Hardware and Software
As part of its Premium Managed Network Security Service, TECHKNOWLEDGEY will supply firewall device(s) and monitoring software licenses required to provide security services on the CLIENT’s network. Said hardware and software licenses will remain the property of TECHKNOWLEDGEY during and after the term of this agreement. Should the agreement be terminated by either party for any reason, CLIENT agrees that all TECHKNOWLEDGEY owned hardware/software will be removed by TECHKNOWLEDGEY at CLIENT’s cost for a removal fee of $250.
Invoices are due Net-15 from date of invoice. Payments may be made by check or credit card. Upon request, arrangements may be made for automated payments by credit card.
Conditions Of Service
The CLIENT’s Network is eligible for services under this MSA provided it is in good condition and TECHKNOWLEDGEY serviceability requirements and site environmental conditions are met. TECHKNOWLEDGEY reserves the right to inspect the network upon the commencement of the term of this agreement for the purpose of creating a diagram of the Network and/or conducting a diagnostic test of the network. Said inspection, if deemed necessary, shall be billed separately at the applicable labor rate.
Except in cases of breach or material nonperformance of Agreement obligations, either party may cancel this Agreement with ninety (90) days prior written notice prior to the anniversary date.
If either party gives such notice of cancellation, TECHKNOWLEDGEY will assist CLIENT in the orderly termination of services, including timely transfer of the services to another designated provider. CLIENT agrees to pay TECHKNOWLEDGEY the costs of rendering such assistance.
In the event CLIENT gives notice of termination prior to the renewal date, the early termination fee will be the total of the remaining monthly billings for the unexpired Agreement term.
Breach Of Contract
Should either party breach, or fail to perform, any material term or condition of this MSA, the other party may terminate this agreement with 30 days written notice. Unpaid account balances will incur a 2-1/2% service charge each month beginning with the due date of the late payment.
In the event of CLIENT breach, the early termination fee will be the total of the remaining monthly billings for the unexpired Agreement term. If TechKnowledgey incurs any expense in the collection of monies owed, CLIENT is fully responsible for all collection costs including but not limited to, attorney’s fees.
CLIENT agrees and acknowledges TECHKNOWLEDGEY is entitled to self-help remedies upon CLIENT’S breach of this MSA. The enumeration of any right or remedy, particularly in this paragraph, does not affect TECHKNOWLEDGEY’s right to prosecute under applicable laws, to claim civil penalties, or to pursue other remedies. CLIENT agrees and acknowledges that nothing under this MSA shall adversely affect the rights of TECHKNOWLEDGEY or the enforcement of TECHKNOWLEDGEY’s rights against CLIENT.
TECHKNOWLEDGEY is not responsible for Services impeded by, and claims for service credits or other financial compensation whatsoever cannot be made in respect of, the following:
- outages and/or loss or failure of service resulting from Scheduled Maintenance that may affect availability of all or any part of the network;
- faults where the cause has been identified as being a malicious act or otherwise through the actions of another of the CLIENT's users that have been found to be in breach of TECHKNOWLEDGEY’s terms and conditions;
- faults which are the result of misuse or interference by the CLIENT or any third party with the Service;
- faults which are the result of data transmission originating from equipment owned or managed by CLIENT;
- any outage and/or loss or failure of service caused by any act or omission of the CLIENT in breach of this MSA or other Agreement with TECHKNOWLEDGEY;
- any outage and/or loss or failure of service resulting from the severance or break in the CLIENT's relevant telecommunications link outside TECHKNOWLEDGEY’s control;
- any outage and/or loss or failure of service resulting from Force Majeure; and
- outages and/or loss or failure of Service to the extent caused or contributed to by any equipment not supplied by TECHKNOWLEDGEY and/or in relation to which TECHKNOWLEDGEY has not agreed to provide maintenance and/or support.
TECHKNOWLEDGEY and/or its third party agencies periodically conduct Scheduled Maintenance that may affect availability of TECHKNOWLEDGEY’s Services. TECHKNOWLEDGEY shall (and/or will take all reasonable steps to ensure that its third party agencies carrying out Scheduled Maintenance shall) make every reasonable effort to ensure that Scheduled Maintenance does not affect availability of the Services, but reserves the right to carry out Scheduled Maintenance and shall give the CLIENT as much notice as is reasonably practicable to ensure proper operation of the Services.
TECHKNOWLEDGEY and its agents will not use or disclose CLIENT information, except as necessary to provide the contracted services, or as required by law, and will protect against unauthorized use.
Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by any CLIENT during the course of engagement and for a period of two (2) years thereafter. Your signature on this document confirms your organization’s agreement to adhere to this professional standard of conduct.
CLIENT acknowledges that TECHKNOWLEDGEY is involved in a highly strategic and competitive business. CLIENT further acknowledges that CLIENT would gain substantial benefit and that TECHKNOWLEDGEY would be deprived of such benefit, if CLIENT were to directly hire any personnel employed by TECHKNOWLEDGEY. Except as otherwise provided by law, CLIENT shall not, without the prior written consent of TECHKNOWLEDGEY, solicit the employment of TECHKNOWLEDGEY personnel during the term of this MSA and for a period of two (2) years following its expiration.
CLIENT agrees that determining TECHKNOWLEDGEY’s damages resulting from breach by CLIENT of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CLIENT violates this provision, CLIENT shall immediately pay TECHKNOWLEDGEY an amount equal to 50% of employee’s total annual compensation, as liquidated damages and TECHKNOWLEDGEY shall have the option to terminate this Agreement without further notice or liability to CLIENT. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs TECHKNOWLEDGEY would incur to identify, recruit, hire and train suitable replacements for such personnel.
It is the responsibility of the CLIENT to promptly notify TECHKNOWLEDGEY of any events/incidents that could impact the Services provided under this MSA and/or any supplemental service needs for TECHKNOWLEDGEY to respond in a timely manner via phone, email, remote access, and/or on-site services.
TECHKNOWLEDGEY must deem any equipment/services CLIENT may want to add under this MSA after the effective date acceptable. The addition of equipment/services subsequent to the start of this Agreement, if acceptable to TECHKNOWLEDGEY, shall result in an adjustment to the CLIENT’s monthly charges.
Warranties And Limitations
CLIENT acknowledges the CLIENT’S awareness and full consent without recourse against TECHKNOWLEDGEY that TECHKNOWLEDGEY, its agents, independent contractors, representatives, and employees must connect into the CLIENT’s network to meet its obligations under this MSA. CLIENT acknowledges there is an implied risk of owning a computer network and being connected to the world. TECHKNOWLEDGEY is not the manufacturer of many of the solutions that it implements for its clients and cannot possibly assume the liability of products created by other companies. Therefore, CLIENT accepts and confirms full disclosure of risks for loss or damage to the CLIENT for which the CLIENT agrees not to hold TECHKNOWLEDGEY liable whatsoever because, again, the CLIENT is providing permission to TECHKNOWLEDGEY to do perform the agreed-upon services.
As TECHKNOWLEDGEY is not an insurer, CLIENT agrees that all insurance covering personal injury and property loss or damage on CLIENT’s premises is the sole responsibility of the CLIENT. CLIENT’s obligation of payments is solely based on TECHKNOWLEDGEY’s service and unrelated to the value or usefulness of CLIENT’s property.
CLIENT WAIVES ANY CLAIMS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM TECHKNOWLEDGEY’S BREACH. CLIENT MAINTAINS ALL RISK OF LOSS SPECIFICALLY WITH CLIENT’S OWN PROPERTY. Client acknowledges it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from a failure to perform any of TECHKNOWLEDGEY’s obligations because of, among other things, the inability to ascertain what portion of any loss would be proximately caused by TECHKNOWLEDGEY, if any, compared to the equipment of CLIENT improperly operating or failing to operate at all. CLIENT understands and agrees if TECHKNOWLEDGEY should be found liable for any loss or damage due to a failure to perform any of TECHKNOWLEDGEY’s obligations or applicable standard of care, TECHKNOWLEDGEY’s liability shall be limited to a sum equal to the total of one half year’s base payment or $500.00, whichever is smaller. This liability is exclusive and shall apply for all loss or damage of CLIENT, irrespective of cause or origin, which results directly or indirectly to persons or property from the performance or non-performance of any of TECHKNOWLEDGEY’s obligations or from negligence, active or otherwise, of TECHKNOWLEDGEY, TECHKNOWLEDGEY’s employees, or TECHKNOWLEDGEY’s agents.
Survival Of Covenants
Notwithstanding a change in the parties’ relationship or the termination of their relationship, the covenants set forth in this MSA and all related Service Agreements shall survive and CLIENT fully acknowledges the enforceability of all covenants under this Agreement.
This Agreement confers no rights or remedies on any third party, other than the parties to this Agreement and their respective successors and permitted assigns. This Agreement is not intended to serve as a joint venture or to create a partnership between parties, but the parties remain separate as merchants under applicable law.
Governance Of Contract
This Agreement shall be governed under the laws of the State of Indiana. This Agreement shall be interpreted and construed without any presumption or inference based upon the party or parties causing this Agreement to be drafted in fact.
Choice of Court
A lawsuit arising directly or indirectly out of this Agreement will be litigated in the State of Indiana even if such litigation involves federal court.
CLIENT holds TECHKNOWLEDGEY harmless upon, if at all, the CLIENT causing a party other than TECHKNOWLEDGEY hardship or damages while the CLIENT conducts business under the terms of this Agreement.
Assignability and Severability
This Agreement is not assignable by CLIENT unless provided written consent by TECHKNOWLEDGEY.
Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision, term, or phrase is held invalid, the rest of this Agreement will remain in full effect.
Waiver Of Breach
TECHKNOWLEDGEY’s waiver, if any, of CLIENT’s breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach of this Agreement by CLIENT.
The parties can amend this Agreement only by a written document signed by both parties.
The parties have had an opportunity if they so choose to consult with their attorneys, have read and understood this Agreement, and have signed this Agreement on their own free will.
Titles and Headings
Titles and headings are inserted into this Agreement for reference purposes only, and must not be used to interpret this Agreement.
Patch Management of Third-Party Software
Wide software support: Current Windows operating system updates as well as updates for multiple third-party software application families, including Adobe products, Java, and browsers. All updates for Microsoft Windows and other Microsoft products—including Exchange and Office 365.
Below is a list of third-party software applications* supported for patch management:
*subject to change
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