1. Parties & Scope
Net-Tech Consulting, LLC (“Net-Tech”) provides Managed IT, Security, Compliance, and related professional services to the customer (“Client”) under this Master Service Agreement (“Agreement”). Specific services purchased are described in one or more Service Schedules or Statements of Work (“SOWs”).
2. Definitions
Incident: adverse event affecting confidentiality, integrity, or availability of systems/data. SLA: targets per Schedule. Confidential Information: non‑public information. Minimum Compliance Standards: Net‑Tech baseline technical requirements (living document referenced in schedules).
3. Term & Renewal
Initial one (1) year term; auto‑renews for successive one‑year terms unless either party gives 60 days’ written notice prior to renewal.
4. Services, Schedules & Order of Precedence
Schedules/SOWs define scope, SLA, fees, responsibilities, exclusions. For scope/SLA the Schedule or SOW controls; for legal terms this MSA controls.
5. Fees & Payment
Fees and billing frequency per Schedule/SOW; invoices due net 15 unless stated otherwise. Net‑Tech may suspend services for non‑payment.
6. Service Levels
Response/restore targets, coverage windows, and exclusions are defined in the applicable Schedule.
7. Client Responsibilities
Provide access; maintain valid licenses; meet Minimum Compliance Standards; follow security guidance (MFA, patching, backups); maintain appropriate cyber insurance.
8. Confidentiality & Data Protection
Each party protects the other’s Confidential Information and complies with applicable data laws; Client data remains Client’s property.
9. Security & Incident Response
Net‑Tech follows its documented incident response process; Client cooperates in response, recovery, insurance engagement, and legal coordination.
10. Third‑Party Products & Vendors
Net‑Tech may use third‑party providers/tools. Net‑Tech is not liable for third‑party outages/defects except for Net‑Tech gross negligence or willful misconduct.
11. Warranties & Disclaimers
Commercially reasonable efforts; no guarantee of uninterrupted services or prevention of all incidents.
12. Indemnification
Each party defends/indemnifies the other for claims arising from its own negligence or willful misconduct.
13. Limitation of Liability
No indirect/special/consequential/punitive damages. Aggregate liability cap: fees paid in the prior 12 months.
14. Non‑Solicitation
During the term and for 18 months thereafter, neither party will solicit for employment any employee directly involved in the Services without prior written consent.
15. Termination
For material breach not cured within 30 days after notice; for convenience on 60 days’ notice, subject to third‑party commitments stated in Schedule/SOW (e.g., Microsoft NCE).
16. Changes to Standards & MSA Updates
Net‑Tech may update Minimum Compliance Standards/policies with notice; may update MSA for clarity/legal compliance; material changes noticed and apply on renewal unless otherwise agreed.
17. Governing Law & Dispute Resolution
Texas law; good‑faith resolution; mediation prior to litigation in Texas courts.
18. Notices
Notices by certified mail/courier/email with confirmation to addresses designated by each party.
19. Assignment
No assignment without consent, except to affiliate or in M&A/reorganization involving substantially all assets.
20. Entire Agreement; Counterparts & E‑Sign
This MSA with Schedules/SOWs is the entire agreement. Electronic signatures and records are acceptable.