Managed Service Agreement (MSA)

This Managed Service Agreement (“MSA” or “Agreement”) by and between Client or the Client, and Advanced IT LLC hereinafter referred to as Service Provider or the Service Provider, each as identified above and located at the indicated addresses, is effective as of the date specified above. Additionally, this Agreement will not supersede any current processes, procedures or agreements unless stated explicitly herein.

WHEREAS Service provider is a provider of Information Technology Services Solutions.

WHEREAS Client desires to contract with Service Provider for the provision of the Service Provider
Information.

NOW THEREFORE, for and in consideration of the premises contained herein and good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

  1. Confidentiality and Non-DisclosureThe Service Provider and its agents may use Client information, as necessary to or consistent with providing the contracted services. Service Provider acknowledges that through its relationship with Client, service provider may become aware of Confidential Information or trade secrets proprietary to Client. Service Provider agrees to protect and not to disclose or otherwise make available Client’s Confidential Information and/or trade secrets. Service Provider shall take appropriate action by instruction, agreement, or otherwise with any respect to Service Provider’s employees who are permitted to access Client’s Confidential Information and trade secrets. In order to fulfill Service Provider’s duties and responsibilities of maintaining network security and confidentiality, administrative passwords will be retained by Service Provider and not released to third parties without written consent from the Client.Confidential Information shall mean information, whether oral or written (including information provided in electronic format), provided by Client, or received by Service Provider by virtue of the relationship created from this Agreement, provided that such information shall not be Confidential Information if the information provided (i) is known to the trade or public at the time of its disclosure, (ii) becomes generally available to the trade or public other than as a result of Advanced IT, LLC, (iii) was in the possession of Service Provider in a non-confidential basis prior to its disclosure, (iv) was disclosed to Service Provider by a third party not reasonably known by Service Provider to be under an obligation of confidentiality, (v) was disclosed pursuant to a legal or regulatory requirement, or (vi) was disclosed with the written consent of Client.
  2. Modification or Termination of AgreementThe Service Provider reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, service adjustments, service enhancements, as well as modify this Agreement (or any portion thereof) with a sixty (60) day notice.The Client may request, in writing to the Service Provider, modifications to this agreement (or any portion thereof). The Service Provider will implement any reasonable requested modifications within 30 days of receiving such written request from the Client.The Service Provider reserves the right to refuse or suspend service under this Agreement in the event Client has failed to pay any invoice within thirty (30) days of said invoice date, whether it be an invoice for services provided under this Agreement or any other agreement between the parties.This Agreement may be terminated by the Client upon ninety (90) day’s written notice if the other Party:
    1. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within ninety (90) days of receipt of such written notice.
    2. Breaches any material term or condition of this Agreement and fails to remedy such breach within ninety (90) days of receipt of such written notice.
    3. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of services to another designated provider.
  3. Limitation of Liability

    In no event shall Service Provider be held liable for indirect, special, incidental, or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.The Service Provider shall not be responsible to Client for loss of use of the IT Environment or for any other liabilities arising from alterations, additions, adjustments, service, repairs, cyber intrusions, hacking, malware, malicious encryption, or maintenance which have been made to the IT Environment other than by authorized representatives of the Service Provider.Neither Party shall be liable – whether in contract, tort (including negligence), breach of statutory duty or otherwise – to the other if it breaches any of its obligations under this Agreement (or arising therefrom), for any loss suffered by the other Party in the form of lost revenue or profit or failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment, loss which is not the direct and immediate consequence of the breach, business interruption or management time, or any other loss which is otherwise indirect, commercial, economic, special or consequential.Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury or any other liability which cannot be excluded by law.No action, regardless of form (including in contract, tort or otherwise), arising in connection with the performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.

  4. Terms of ServiceThe headings within this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.This Agreement shall be governed by the laws of the State of New York. It constitutes the entire Agreement between Client and Service Provider for monitoring, maintenance, and service of all covered IT Assets, locations, and other coverages listed herein.The parties hereto expressly assume an obligation to act in good faith toward one another in the performance of their obligations under this Agreement. The Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of nature.Client agrees that during the term of this Agreement and for a period of one year following the termination of this Agreement, the Client will not recruit or hire any employee, agent, representative or subcontractor of The Service Provider, nor will the Client directly or indirectly contact or communicate with the Service Provider’s Personnel for the purpose of soliciting or inducing such Personnel (a) to accept employment with, or perform work for any person, firm, or entity other than the Service Provider; or (b) to provide services to the Client or any other person, firm or entity except as an employee or representative of the Client. The Client agrees that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, the Service Provider, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.IT Services furnished under this Agreement are provided "as is" and, unless otherwise expressly stated in this instrument, without representations or warranties of any kind, either express or implied. To the fullest extent permitted by law, the service provider disclaims all warranties, express, implied or statutory, including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. The Service Provider does not warrant that use of software or products furnished by the Service Provider will be uninterrupted, error-free, or secure, that defects will be corrected, or that products or the server(s) to which access is provided are free of viruses or other harmful components.

    If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

  5. General Coverage ExclusionsIn addition to other limitations and conditions set forth in this Agreement, this agreement does not cover any work, services, products, licenses, costs, or fees unless explicitly detailed herein. Any and all out of scope requests, services, or costs must be defined in a separate agreement or Addendum and are subject to the terms, conditions, and fees detailed in a quote or invoice.This Agreement does not cover any costs, expenses, or fees not detailed herein. Some uncovered costs include but are not limited to:
    • The cost of any IT Assets, replacement parts, equipment, or shipping charges of any kind.
    • The cost of any software upgrades, renewals, or licenses.
    • The cost of any 3rd Party Vendor or manufacturer’s support, service fees, incident fees, assurance fees.
    • The cost of any and all IT Assets classified as consumables. (toner, ink, service kits, etc.)
    • Any and all service, maintenance, and support for IT Assets not covered by this agreement including but not limited to software, hardware, or infrastructure.
    • Travel to and from uncovered locations and covered locations where travel time and distance exceed limitations and any applicable fees will be listed in Appendix A – Coverage Summary.
    • Project work.
    • Restoration of lost data caused by inadequate backups, uncovered or unsupported backups, systems/hardware failure is outside the scope of this agreement.
    • Data is not covered and is always considered outside the scope of this agreement.IT Services and support can experience issues with software, applications, hardware and other IT Assets that are unexpected and uneconomic or excessively timely to address. In the event that a timely and/or economical repair is not possible the Service Provider will recommend a work-around, a replacement, an additional service, or project to alleviate the issue. The recommendation the Service Provider offers will only be covered by this Agreement if defined explicitly herein and may incur fees or other out of scope charges to be mutually agreed on by the Service Provider and the Client before work is completed.
  6. Client Responsibilities

    • All Software must be Genuine, Licensed and Vendor-Supported.
    • The Client will conduct business with the Service Provider in a professional and courteous manner.
    • The Client will provide the Service Provider with payment for all service and support costs at the agreed interval per the Fees and Payment Schedule section of this Agreement.
    • The Client shall obtain and maintain any and all necessary licenses for software, IT Asset(s), or services (including cloud services) being leveraged within the Client’s IT environment(s).
    • The Client will provide adequate workspace and facilities for use by the Service Provider’s representatives as reasonably required by the Service Provider.
    • It is recommended the Client has Cyber Security Insurance provided by a licensed insurance broker.
    • The Client shall inform the Service Provider of all health and safety rules and regulations that apply at its locations.
    • Client agrees to grant access to data for the Service Provider to perform service responsibilities.
  7. Fees and Payment ScheduleFees will be calculated as defined under by the quote or invoice provided to the Client per billing cycle and will become due and payable as defined under the provisions of that invoice. Services may be suspended for non-payment. Services provided by Service Provider that fall outside the scope of this Agreement may be billed on different intervals and under different terms.If I have given credit card information to Advanced IT for payment, I authorize Advanced IT, LLC to charge my credit card on file for agreed upon purchases. I understand that my information will be saved to file for future transactions on my account. You may cancel this authorization at any time by contacting us. This authorization will remain in effect until cancelled.It is understood and agreed that all Services requested by Client that are not expressly included within the terms of this Agreement will be considered Additional Projects, and will be billed as separate, individual Services from those contemplated herein.The services Advanced IT provides are in a separate document provided as a Quote or Invoice.
  8. AcceptanceThis Service Agreement covers only the locations, IT Assets, Services, Onsite Services, Service Hours, and Covered Days defied within this Agreement, and provided invoices. The addition of locations, IT Assets, Services, Onsite Services, Service Hours, and Covered Days not outlined in provided invoices at the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the fees.By acceptance of the Service Providers Quote or Invoice, you are in agreement and acceptance of this Managed Service Agreement.