Incorporated by reference into every Statement of Work issued by truit™.
Hans-On Solutions, LLC dba truit™ — Tumwater, WA
This Master Service Agreement ("MSA" or "Agreement") is entered into and made effective as of the date signed by both parties ("Effective Date"), by and between:
Collectively referred to as the "Parties." This Agreement is incorporated by reference into each Statement of Work or Service Order executed by the Parties.
WHEREAS — Consultant is in the business of IT Managed Service Provider.
WHEREAS — Company desires to have Consultant provide Managed IT Services ("Services") as purchased from time to time by way of a Service Schedule, service agreement, purchase or service order, ticket request, pricing appendix or other approved method, in exchange for the Compensation specified herein.
WHEREAS — Consultant is willing and qualified to provide such Services to Company as defined in this Agreement.
NOW, THEREFORE, Company agrees to hire Consultant and the Parties hereby agree as follows.
This Agreement shall commence on the Effective Date and shall remain in effect for three (3) years, automatically renewing for one (1) year periods unless terminated by either Party with 30 days' written notice in accordance with the notice provisions of this Agreement.
Consultant is an independent contractor and is neither an employee nor a partner, joint venturer, or agent of Company. Neither party shall bind the other to any contract. Company will not provide fringe benefits of any kind. Consultant is solely responsible for all taxes, withholdings, and other statutory or contractual obligations.
The manner in which Services are performed shall be determined by Consultant unless otherwise specified in a Service Schedule or Order. Consultant may have other clients and may provide services to any third party during the term of this Agreement.
Consultant agrees to provide the Services described in the Service Schedule attached as Appendix 1 and any subsequent Schedules or Service Orders approved by Consultant.
Company acknowledges it is solely responsible for the accuracy of all information provided. Each Service Order shall clearly set forth: type of Services; term; pricing; location(s); monthly recurring charges (MRC); non-recurring charges (NRC); additional costs; and any additional terms. Service Orders are subject to availability and acceptance by Consultant — deemed accepted once the Service has been scheduled or delivered.
Each Service Order commences on the Service Activation Date. If not renewed upon expiry, recurring Service Orders automatically renew for one (1) year periods until terminated by either Party with at least thirty (30) days' written notice. Following the initial Service Term, Consultant may increase rates with at least thirty (30) days' written notice.
Consultant may, with the prior consent of Company, engage third parties to perform Services; however, Consultant remains fully responsible for all such Services.
This Agreement only covers systems and services listed in the applicable Service Schedule and Service Orders. It does not cover: (a) use of equipment or services in an unsupported manner; (b) unauthorized configuration changes by Company; (c) issues arising from Company preventing required maintenance; or (d) work performed by Company or its other contractors on covered systems.
Company shall use covered systems as intended, and shall: (a) notify Consultant of issues promptly; (b) provide Consultant access for maintenance and fault prevention; (c) inform Consultant of planned IT changes; and (d) maintain good communication at all times.
Monthly recurring charges (MRC) are due in advance. All other charges are due monthly in arrears. All amounts payable in U.S. Dollars within thirty (30) days of invoice date, exclusive of applicable taxes. Charges begin accruing on the date the Service is provisioned.
All Charges are exclusive of taxes. Company is responsible for all applicable taxes in any jurisdiction, including value added, consumption, sales, use, gross receipts, excise, and access fees.
Company must notify Consultant in writing with detailed documentation within thirty (30) days of invoice date. Undisputed amounts must be paid on time. Disputes resolved against Company accrue interest from the original due date. Disputed amounts may not be offset against other accounts.
Fees may change with no less than thirty (30) days' written notice. Fee estimates are informational only and may differ from final invoiced amounts.
Consultant warrants, for thirty (30) days following delivery ("Warranty Period"), that all Services will be performed professionally and consistent with applicable industry standards. Consultant's sole obligation for a warranty breach is to re-perform the deficient services, or, if unable to remedy within thirty (30) days, to void the invoice for those services.
Each Party shall maintain comprehensive liability insurance including general liability, contractual liability, property damage, and cyber/data security liability coverage through a carrier licensed in the State of Washington. Parties shall provide proof of insurance upon execution and immediately notify the other of any lapse, cancellation, or modification.
Consultant shall maintain a technology/professional liability policy with network security and data protection coverage throughout the Agreement term. Coverage must include: privacy violations; data theft, corruption, or unauthorized disclosure; denial of service; and breach response costs. The policy shall carry a minimum limit of $1,000,000 per claim and in the aggregate, with no cyber terrorism exclusion, and must include affirmative contractual liability coverage for data breach indemnity worldwide.
Each Party agrees to release, indemnify, defend, and hold harmless the other Party and its directors, officers, employees, agents, successors, and assigns from all claims, losses, expenses, and liabilities arising from the Indemnifying Party's performance or failure to perform under this Agreement, except where arising from the Indemnified Party's own negligence or willful misconduct.
Consultant is not obligated to indemnify Company for claims by Company's clients arising from: (a) violations of applicable law; (b) property damage or personal injury caused by Company's clients; (c) Service termination due to Company Default; or (d) misuse of any Service by any third party.
The Indemnified Party shall promptly provide written notice of any claim. The Indemnifying Party has the right to select counsel and control the defense and settlement, provided that settlement may not negatively impact the Indemnified Party. The Indemnified Party may participate in defense at its own expense.
Each Party acknowledges it may receive access to confidential and/or proprietary information of the other, which shall not be disclosed to third parties or used for any purpose outside this Agreement. Confidential Information includes business plans, customer lists, pricing, trade secrets, PII, technical documentation, software, tools, training materials, and any templates or processes provided by Consultant (deemed confidential without further marking).
Neither Party shall disclose or use Confidential Information during or after the term, except as permitted by specific exceptions: (a) information that becomes publicly known through no fault of the Receiving Party; (b) information already in the Receiving Party's possession; (c) subsequent disclosure by a third party without obligation of confidence; (d) information approved in writing; (e) disclosure required by court order or law with prompt notice; (f) information independently developed; or (g) disclosure required to fulfill obligations under this Agreement.
Violation of Sections 8.3 or 8.4 constitutes a material breach of this Agreement.
Confidential Information may be shared with a Party's officers, directors, employees, contractors, and agents strictly on a need-to-know basis, provided such agents are bound by appropriate non-disclosure obligations.
Unauthorized disclosure entitles the Disclosing Party to seek injunctive relief without posting a bond, plus reimbursement for all losses, court costs, and reasonable attorney fees.
Consultant shall not store, copy, analyze, monitor, or use Company's data except for purposes set forth in this Agreement. Consultant shall comply with all applicable laws regarding personally identifiable information (PII) and data privacy, and will protect the privacy and legal rights of Company's personnel, clients, customers, and contractors.
Company is in default if it: (a) fails to cure a monetary breach within ten (10) days of notice; (b) fails to cure a non-monetary breach within thirty (30) days of notice; or (c) initiates or has initiated against it bankruptcy or insolvency proceedings. Upon a Company Default, Consultant may suspend or terminate Services and/or this Agreement.
Consultant is in default if it fails to cure any material non-monetary breach within thirty (30) days of written notice. Service-related failures or performance degradation are not Consultant Defaults — Company's exclusive remedy is limited to the Limited Warranty and Limitation of Liability provisions. All charges incurred prior to termination remain Company's obligation.
All notices shall be in writing and deemed delivered when personally delivered, sent by email, or 48 hours after deposit in U.S. certified mail to the addresses on the signature page.
This Agreement, together with all attachments, schedules, and exhibits, constitutes the entire agreement between the Parties and supersedes all prior discussions, understandings, and agreements. Amendments require written consent of both Parties.
If any provision is declared illegal or unenforceable, the remaining provisions remain in full force. Courts may limit unenforceable provisions to make them enforceable.
Company may not transfer or assign its obligations without Consultant's prior written consent. Consultant may assign this Agreement in connection with a merger, change of control, or sale of substantially all assets.
Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and Confidentiality provisions survive expiration or termination of this Agreement.
Failure to enforce any provision does not constitute a waiver of that provision or any subsequent breach.
Neither Party is liable for delays caused by events beyond their reasonable control, including acts of war, labor disputes, riots, natural disasters, or government regulations. Obligations are extended day-for-day during the event. If the interruption exceeds thirty (30) days, either Party may terminate with ten (10) days' notice.
This Agreement is governed by the laws of the State of Washington, excluding its choice-of-law principles.
All proceedings shall be filed and conducted in the State of Washington. Each Party consents to the exclusive jurisdiction of Washington state and federal courts and waives any objection to venue.
The prevailing party in any arbitration, suit, or action is entitled to recover all reasonable attorney fees, court costs, and expenses from the losing party.
Section headings are for reference only and do not modify the terms and conditions of this Agreement.
This Agreement may be executed in counterparts, each deemed an original. Electronic signatures carry the same weight as handwritten signatures and are accepted via any e-signature service compliant with the ESIGN Act and UETA.
This Master Service Agreement is incorporated by reference into your Statement of Work.
By signing your Statement of Work, you acknowledge that you have read, understood, and agree to be bound by all terms of this MSA.
© Hans-On Solutions, LLC dba truit™ — 2646 RW Johnson SW, Ste 100, Tumwater, WA 98512