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Managed Security for Linux
Managed Services for Windows
Managed Services for Email
About
Clients
Contact
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(401) 443-9804
Onboarding – Master Service Agreement
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Master Service Agreement (MSA) This Master Service Agreement (the “Agreement”) is entered into as of [DATE] (the “Effective Date”) by and between: [YOUR COMPANY NAME], a [STATE] corporation with a principal address at [YOUR ADDRESS] (the “Service Provider” or “MSSP”), and [CLIENT NAME], a [STATE] [BUSINESS TYPE] with a principal address at [CLIENT ADDRESS] (the “Client”). 1. Scope of Agreement 1.1 Purpose: This Agreement governs the provision of managed IT and security services (“Services”) by the Service Provider to the Client as described in attached Service Addenda. 1.2 Service Addenda: The Services to be provided are detailed in one or more addenda (“Service Addenda”), which are incorporated into this Agreement by reference. Each Addendum will specify: The scope of work Performance standards Fees and payment terms Additional terms specific to the Service 1.3 Modifications: Additional Services may be added via mutual written agreement, documented in a new Service Addendum. 2. Term and Termination 2.1 Term: This Agreement begins on the Effective Date and will continue until terminated in accordance with Section 2.2. 2.2 Termination for Convenience: Either party may terminate this Agreement or any Service Addendum with [30/60/90] days’ written notice. 2.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party: Fails to cure a material breach within [30] days after receiving notice of the breach. Becomes insolvent or files for bankruptcy. 2.4 Effect of Termination: Upon termination: The Client will pay all outstanding fees for Services rendered up to the termination date. The Service Provider will provide reasonable assistance in transitioning Services, at the Client’s expense. 3. Fees and Payment 3.1 Fees: The Client agrees to pay fees as specified in the applicable Service Addendum. 3.2 Invoicing and Payment: Invoices will be issued [monthly/quarterly] and are due within [30] days of receipt. Late payments may incur interest at a rate of [1.5% per month] or the highest rate permitted by law. 3.3 Taxes: The Client is responsible for all applicable taxes, excluding taxes based on the Service Provider’s income. 3.4 Disputed Charges: If the Client disputes any charges, it must notify the Service Provider within [10] days of the invoice date. The parties will work in good faith to resolve the dispute. 4. Responsibilities 4.1 Service Provider Responsibilities: The Service Provider will: Deliver Services in a professional and timely manner. Maintain confidentiality of the Client’s data and systems. Notify the Client promptly of any detected security incidents. 4.2 Client Responsibilities: The Client will: Provide the Service Provider with access to systems, networks, and facilities as needed to deliver the Services. Maintain accurate records of assets and systems covered under this Agreement. Promptly notify the Service Provider of any changes to its IT environment. 5. Confidentiality 5.1 Definition: “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. 5.2 Obligations: Both parties agree to: Protect Confidential Information using reasonable care. Use Confidential Information only as necessary to perform their obligations under this Agreement. 5.3 Exclusions: Confidential Information does not include information that: Is publicly available without breach of this Agreement. Was independently developed by the receiving party without use of the disclosing party’s Confidential Information. 6. Indemnification 6.1 By Service Provider: The Service Provider will indemnify the Client against claims arising from the Service Provider’s gross negligence or willful misconduct. 6.2 By Client: The Client will indemnify the Service Provider against claims arising from the Client’s use of the Services in violation of applicable law or this Agreement. 7. Limitation of Liability 7.1 No Consequential Damages: Neither party will be liable for indirect, incidental, or consequential damages, including loss of profits or data. 7.2 Cap on Liability: The Service Provider’s total liability under this Agreement will not exceed the total fees paid by the Client in the [6/12] months preceding the claim. 8. General Provisions 8.1 Governing Law: This Agreement will be governed by the laws of the State of [STATE], without regard to its conflict of law principles. 8.2 Entire Agreement: This Agreement, including all Service Addenda, represents the entire agreement between the parties and supersedes all prior agreements. 8.3 Amendments: This Agreement may only be amended in writing, signed by both parties. 8.4 Force Majeure: Neither party will be liable for delays or failures caused by events beyond their reasonable control, such as natural disasters or government actions. 8.5 Notices: All notices under this Agreement must be in writing and delivered to the addresses specified above.
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