Master Services Agreement Terms

RECITALS 

A. Company provides information technology services, support, and related functions (“IT Services”). 

B. Client desires to engage Company to perform certain IT Services pursuant to one or more Service Orders under this Agreement. 

C. Client acknowledges that it maintains ultimate control and responsibility for: 

(i) Its data, systems, and user credentials. 

(ii) Granting Company, the necessary access to perform the Services. 

D. The parties intend that specific Services, pricing, and terms will be set forth in Service Orders executed under this Agreement, and this agreement governs the overall relationship between the parties. 

AGREEMENT: 

In consideration of the mutual promises contained herein, the parties agree as follows: 

1. Contracted Services. 

1.1. This Agreement governs the information technology services, support, and related functions (“Services”) that Client engages Systech Consulting, LLC. (“Company”) to provide. The specific scope of Services will be described in one or more written Service Orders executed by both parties. No Services shall be provided unless and until a Service Order or Change Order has been executed. 

1.2. If the scope of Services is expanded, revised, or otherwise modified, the parties will document such changes in a mutually signed Service Order or Change Order. In the event of a conflict between a Service Order or Change Order and this Agreement, this Agreement shall govern. Out-of-scope work described in a Change Order will be billed at Company’s then-current rates and may extend project timelines. 

1.3. Company reserves the right to correct or cancel any Service Order that contains a material clerical or typographical error in pricing or description, provided that Company gives Client prompt written notice and, if applicable, refunds any payments made for the cancelled portion. 

2. Term of Agreement. 

2.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of [twenty-four (24) months] (the “Initial Term”). 

2.2. At the end of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) at the then-current pricing of Company, unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. 

3. Fees and Payment Terms. 

3.1. Client shall pay Company the fees set forth in any Service Order and/or Change Order. Such fees are exclusive of all applicable federal, state, or local taxes, which shall be the sole responsibility of Client. 

3.2. Except as otherwise expressly agreed in writing, Client shall reimburse Company for:

3.2.1. reasonable out-of-pocket expenses incurred in connection with providing the Services (including travel, lodging, meals, postage, and shipping). 

3.2.2. the cost of materials, goods, software, hardware, licenses, supplies, and other items provided by Company in connection with the Services. 

3.3. Unless otherwise stated in the applicable Service Order or Change Order:

3.3.1. Equipment and materials shall be invoiced upon signing, and payment of each invoice is due upon receipt. 

3.3.2. Setup fees shall be invoiced upon signing and are due upon receipt. 

3.3.3. Labor and changes to contracted Services shall be invoiced upon completion and are due upon receipt. 

3.3.4. Managed Services shall be invoiced in advance and are due upon receipt. 

3.4. All invoices shall be deemed received three (3) days after mailing or the same day if sent electronically. Clients shall pay all undisputed amounts without deduction or setoff. 

3.5. Any dispute of an invoice must be made in writing within fifteen (15) days of receipt, specifying in reasonable detail the basis of the dispute. Any undisputed portion shall be paid as set forth above. Invoices not disputed within such period shall be conclusively deemed accepted. 

3.6. Past-due amounts shall accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. 

3.7. All pricing and terms stated in a Service Order or Change Order are based on then-current vendor and market conditions and remain valid for seven (7) calendar days from the date of issuance unless otherwise stated in writing by Company. Thereafter, pricing is subject to change without notice reflecting changes in vendor costs, licensing fees, or other market factors. This pricing validity period applies to initial quotations and proposals, not to pricing established under already executed Service Orders. 

4. Ownership and Company Tools. 

4.1. Except as otherwise stated in writing, all materials, configurations, documentation, software, and other items created or provided by Company remain the property of Company. After full payment, Client receives a non-exclusive, nontransferable license to use such materials internally for its own business. 

4.2. Company retains all rights to its pre-existing and proprietary tools, scripts, templates, processes, and monitoring systems used to deliver the Services (“Company Tools”). Client receives no ownership or continuing license to Company Tools. 

4.3. Third-party software, hardware, and related items are governed by their respective vendor licenses. 

5. Independent Contractor. 

5.1. Company and Client are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Company is solely responsible for its employees, agents, and subcontractors, including all wages, taxes, and benefits. No Company personnel shall be considered employees or agents of Client for any purpose. 

6. Non-solicitation of Employees. 

6.1. Client shall not, directly or indirectly, solicit, hire, or engage any Company employee or contractor involved in providing the Services during the term of this Agreement and for twelve (12) months after its termination without Company’s prior written consent. 

6.2. If Client hires or engages such a person without consent, Client agrees to pay Company liquidated damages equal to one hundred percent (100%) of that employee’s annual compensation at the time of hire. The parties agree this amount represents a reasonable estimate of Company’s cost to recruit, train, and replace the employee, and is not a penalty. 

7. Client Responsibilities. 

7.1. In addition to any obligations and responsibilities described in the Service Order, Change Order, or elsewhere in this Agreement, Client shall:

7.1.1. Ensure that the necessary business and application knowledge is available and conveyed from the Client’s existing support team to Company’s support team. 

7.1.2. Provide ready access to all appropriate computing platforms, documentation (e.g., programming source, copybooks, tables, subroutines) and personnel (i.e., end users and technical representatives) necessary to fully understand the current business systems and environments throughout the life of the engagement. 

7.1.3. Provide at its facility, office space, and equipment for Company’s on-site employees. Access will also be provided to the Client’s source libraries, test systems, and test data. 

7.1.4. Provide external communications capability and/or access to its work facility to enable Company’s on-site project team to access the Client’s information technology system for after-hours or weekend Services as required. 

7.1.5. Assign an employee or representative to be present at the work facility for any after-hours or weekend Services provided by Company. In the event that Client declines or fails to assign an employee or representative to be present during such hours, Client waives any and all claims for any property damage or loss that occurs during such time that Company’s employee(s) is at the Client’s work facility. 

7.1.6. Provide passwords and job numbers to Company employees as needed. 

7.1.7. Cooperate with Company in connection with the performance of Services hereunder as may be reasonably requested by Company. 

7.1.8. Maintain secure passwords, current antivirus protection, and adequate backups for any systems or data not directly managed by Company. Client acknowledges that Company is not responsible for data loss or security incidents arising from systems outside Company’s management or control. 

7.1.9. Maintain proper physical, electrical, and network conditions for any equipment serviced onsite to ensure safe and reliable operation. 

7.1.10. Delays or failures by Client to provide required access, cooperation, or timely decisions shall extend Company’s time for performance without liability. 

7.2. Client Access and Interference

7.2.1. If Client requests administrative or system-level access to devices, networks, servers, or software managed by Company, Client acknowledges that such access may impact the stability, security, or performance of the managed environment. 

7.2.2. If Client, its employees, or any third party modifies, reconfigures, disables, or otherwise interferes with any system, configuration, credential, or policy without Company’s prior written consent, Client assumes full responsibility for the results of such actions. 

7.2.3. Company shall not be liable for any resulting downtime, data loss, or performance issues, and any corrective work required to restore functionality or security shall be billed at Company’s then-current standard rates and shall not be covered under any flat-rate, managed services, or warranty agreement. 

8. Warranty. 

8.1. Networking and wireless equipment installed by Company is warranted by its manufacturer. Company provides no independent warranty. 

8.2. COMPANY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. In addition, Company expressly disclaims any warranty of noninfringement. 

9. Disclaimer. 

9.1. Except as expressly stated in any Service Order or Change Order, all Services, software, hardware, and materials are provided “AS IS” and “AS AVAILABLE.” 

9.2. Company does not warrant that any Services, systems, or networks will be uninterrupted, error-free, or immune from security incidents, malware, or unauthorized access, or that any defect can or will be corrected. 

9.3. Client acknowledges that no information or advice provided by Company shall create any warranty not expressly stated herein. 

10. Limitation of Liability. 

10.1. To the fullest extent permitted by law, Company and its officers, directors, employees, and agents shall not be liable to Client for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation loss of data, revenue, profits, business, or goodwill, even if advised of the possibility of such damages. 

10.2. Except in cases of Company’s gross negligence or willful misconduct, Company’s total cumulative liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Company for the Services giving rise to the claim during the twelve (12) months preceding the event that caused such liability. 

10.3. These limitations apply to all causes of action, whether in contract, tort, or otherwise, and shall survive termination of this Agreement. 

11. Termination 

11.1. This Agreement may be terminated by the mutual written agreement of the parties at any time. 

11.2. Except as otherwise provided in a Service Order or Change Order, Client may terminate any Services and/or this Agreement on thirty (30) days’prior written notice for reasons other than Cause. If Client so terminates, or if Company terminates with Cause, then Client will pay, within thirty (30) days after such termination:

11.2.1. all accrued but unpaid charges incurred through the date of such termination; plus 

11.2.2. an amount equal to one hundred percent (100%) of the Monthly Recurring Charge (MRC) for each term (and any pro rata portion thereof for any partial initial term) remaining in the unexpired portion of the term on the date of such termination if within the first twelve (12) months of the contract; plus 11.2.2.1. an amount equal to fifty percent (50%) of the “MRC” for each term (and any pro rata portion thereof for any partial initial term) remaining in the unexpired portion of the term on the date of such termination; plus 

11.2.2.2. a pro rata portion of all credits received by Customer. 

11.3. If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement (including any Service Order or Change Order), that party may provide written notice describing the alleged failure in reasonable detail. If the alleged failure relates to non-payment or unauthorized solicitation of a Company employee, the breaching party shall have ten (10) business days after notice to cure. If the breach is not cured within that time, the non-breaching party may immediately terminate this Agreement, in whole or in part, by written notice. For all other defaults, if the breaching party does not, within twenty (20) calendar days after receiving written notice, either 11.3.1. cure the failure or 

11.3.2. if the breach cannot reasonably be cured within twenty (20) days, diligently begin and continue curing it, the non-breaching party may terminate this Agreement, in whole or in part, by written notice. 

11.4. Either party may immediately terminate this Agreement, by written notice to the other, if the other party:

11.4.1. ceases doing business, dissolves, becomes insolvent, enters receivership, or is the subject of a bankruptcy proceeding. 

11.4.2. makes an assignment for the benefit of creditors; or 

11.4.3. has a substantial part of its property subjected to levy, seizure, or sale by a creditor or government agency. 

11.5. Termination of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable. 

11.6. Company will continue to perform Services during any notice period unless otherwise mutually agreed upon in writing. If Client provides notice of termination and directs Company not to perform Services during that period, Client agrees to pay Company an amount equal to the amount normally due for that period. Upon termination by either party, Client will pay Company for all Services performed and all other charges and expenses reasonably incurred through the date of termination. Upon termination or expiration, Client’s obligations regarding return of Company-owned equipment and materials shall be governed by Section 12 viii (Return of Equipment and Access for Removal). 

11.7. If Client fails to pay any undisputed invoice within ten (10) days after written notice of non-payment, Company may suspend the affected Services until all past-due amounts are paid in full. Suspension may include disabling remote monitoring, maintenance, or support functions and revoking access to Company-owned systems or software, but Company will not intentionally damage or render inoperable any Client-owned equipment or data. Such suspension shall not constitute abandonment under ORS 701.305 or other applicable law. Company shall have no liability for delays or losses resulting from a permitted suspension. Services will be restored promptly upon receipt of payment plus any reasonable restoration fees. 

11.8. Upon termination or expiration of this Agreement, Client shall, within fourteen (14) calendar days, return to Company all Company-owned equipment, hardware, software, documentation, or other materials provided under this Agreement or any Service Order. If any such items are located at Client’s premises, Client shall provide reasonable access for Company to retrieve them during normal business hours within the same fourteen (14)-day period. If Client fails to return or permit retrieval of Company-owned equipment within that period, Client shall pay Company the then-current replacement cost of the unreturned items. Client shall not retain, copy, or use any Company-owned or Company-licensed materials following termination except as expressly permitted in writing by Company. 

12. Miscellaneous Clauses. 

12.1. Except as otherwise expressly agreed in a Service Order or Change Order, Company shall have the right to adjust its rates from time to time for Services rendered. Barring exceptional circumstances, Company shall not increase its base labor rates more than once per calendar year; however, any increase in vendor or third-party licensing costs, taxes, regulatory fees, or other pass-through expenses affecting the Services shall automatically be applied to Client’s account as of the date such increase takes effect for Company, without the need for additional approval or modification of this Agreement. Company will provide notice of any such adjustment as soon as reasonably practicable. 

12.2. The person executing and delivering this Agreement on behalf of each party represents and warrants to the other that he or she is duly authorized to do so and that the execution and delivery of this Agreement is the lawful and voluntary act of such party. 

12.3. Company may provide the same or similar services to other clients, and Client may utilize other information technology service providers that are competitive with Company. 

13. Permitted Delays. 

13.1. Each party shall be excused from performance under this Agreement for any period, and to the extent, that it is prevented from performing any obligation by causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil disturbance, pandemics, labor disputes, government actions, supply-chain disruptions, failures or fluctuations in electric power, Internet connectivity, telecommunications, or cloud-service provider outages, equipment failure, viruses, malware, or other similar events. 

13.2. Company’s time for performance shall be extended, if and to the extent reasonably necessary, when:

13.2.1. Client fails to submit information, approvals, or other required items on time. 

13.2.2. Client or any governmental agency requests special scheduling or otherwise delays normal processing; or 

13.2.3. Client fails to provide any required equipment, software, or premises access. 

13.3. Company shall promptly notify Client of any expected impact on its schedule or ability to perform. 

13.4. Neither party shall be liable for damages or penalties resulting from a permitted delay under this Section, and such nonperformance shall not constitute a default or ground for termination. 

14. Notice. 

14.1. All notices required by this Agreement shall be in writing and deemed given as provided below. 

14.2. A notice shall be deemed delivered:

14.2.1. five (5) days after deposit in the United States mail, postage prepaid, registered or certified mail, addressed to the party’s address on file. 

14.2.2. two (2) business days after delivery to a recognized overnight courier service. 

14.2.3. upon receipt when personally delivered; or 

14.2.4. on the date transmitted by email to the last known email address from which the sender received email from the recipient, provided no bounce or error message is received. 

14.3. Notices may also be delivered through Company’s client portal or ticketing system, if applicable, and shall be deemed delivered upon electronic posting. 

14.4. Either party may change its notice address or contact by written notice given in accordance with this Section. 

15. Attorney Fees. 

15.1. In any action or proceeding to enforce, interpret, or collect amounts due under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, court costs, and expenses incurred before trial, at trial, on appeal, in arbitration, or in bankruptcy or collection proceedings. 

15.2. For purposes of this Section, “prevailing party” includes a party that obtains substantial relief through settlement, dismissal, or other resolution in its favor. 

16. Modification. 

16.1. No modification, amendment, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both parties. 

16.2. Modifications executed by secure electronic signature services (such as DocuSign, Zoho Sign, or similar platforms) shall be deemed valid and binding as original signatures. 

16.3. Routine operational communications, invoices, or service tickets shall not constitute a modification of this Agreement or any Service Order unless expressly stated as such in writing and executed by both parties. 

17. Integration. 

17.1. This Agreement, together with all executed Service Orders, Change Orders, and written Addenda between the parties, constitutes the entire agreement with respect to the subject matter herein. 

17.2. All prior and contemporaneous proposals, negotiations, representations, or agreements, whether oral or written, are hereby superseded and of no further effect. 

17.3. Each party acknowledges that it is entering into this Agreement based solely on the written terms contained herein and not on any other statement, promise, or representation made by the other party or its representatives. 

18. Interpretation. 

18.1. The paragraph and section headings in this Agreement are provided for convenience only and shall not affect the meaning or interpretation of any provision. 

19. Severability. 

19.1. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. 

19.2. The parties agree that any invalid or unenforceable provision shall be interpreted, to the greatest extent possible, in a manner that most closely reflects the original intent of the parties. 

20. Waiver. 

20.1. Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other right or remedy. 

20.2. A waiver of any provision or breach shall apply only to the specific instance and shall not affect the right of the waiving party to enforce that provision in the future or to enforce any other provision of this Agreement. 

20.3. No waiver shall be valid unless made in writing and signed by an authorized representative of the waiving party. 

21. Binding Effect 

21.1. Subject to the restrictions set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.

21.1.1. Client shall not assign or transfer this Agreement, in whole or in part, without Company’s prior written consent. Company may assign or transfer this Agreement to any successor entity, affiliate, or purchaser of substantially all of its assets or business, with written notice to Client. 

21.2. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict-of-law principles. Any action, suit, or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Douglas County, Oregon, and each party consents to the personal jurisdiction and venue of such courts. 

21.3. Transmission of any signed document by facsimile, email (including scanned PDF), or secure electronic signature service (such as DocuSign, Zoho Sign, or similar) shall be deemed the same as delivery of an original executed document. Each party agrees that electronic signatures are valid and binding to the same extent as handwritten signatures under the Oregon Uniform Electronic Transactions Act (ORS 84.001–84.061). 

21.4. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

21.4.1. Signatures transmitted electronically or by facsimile shall be deemed valid and binding as originals. 

22. Counsel. 

22.1. Each party acknowledges that it has been represented by counsel or has had the opportunity to seek legal counsel in connection with the negotiation and execution of this Agreement. 

22.2. The rule of contract construction that a written agreement is to be construed against the party who drafted it shall not apply to this Agreement. Both parties agree that this Agreement shall be interpreted in accordance with its plain meaning and without regard to authorship.