Master Services Agreement
This Master Services Agreement (“MSA” or “Agreement”) is made and entered into by and between Cyber Husky Inc., a South Carolina corporation, with a mailing address of 4000 Faber Place Dr, Ste 300, North Charleston, SC 29405 (hereinafter “Company” or “Service Provider”), and [Company Name], a South Carolina organization, with a mailing address of [Address] (hereinafter “Client”).
Attached to this MSA as Exhibit A, and incorporated by reference, is a Managed IT Services Agreement between the parties.
1. SERVICES
The Service Provider shall provide the services outlined in any signed Addendums and in any additional signed SOWs. Each SOW shall detail the specific services. The terms of this MSA shall govern all SOWs, unless otherwise stated in the SOW. The Service Provider will use reasonable efforts to provide services remotely whenever possible. On-site support will be provided only when remote resolution is not feasible or when expressly required by the nature of the issue. If the Client requests on-site support in situations where remote support would have been sufficient, such on-site support will be billed at the Service Provider’s standard billable rates.
2. CLIENT ENVIRONMENT REQUIREMENTS
2.1 Vendor Warranty: All client-owned hardware covered or managed under this Agreement (including but not limited to servers, workstations, networking equipment, and peripherals) must remain under an active manufacturer or vendor warranty during the service term. Cyber Husky shall not be responsible for hardware failures, parts replacement, or manufacturer-related issues that arise outside of warranty coverage.
2.2 Supported Operating Systems: All servers and workstations must operate on a currently supported operating system (OS) version as defined by the vendor (e.g., Microsoft, Apple, etc.). Devices running end-of-life or unsupported OS versions are excluded from managed support and security guarantees.
2.3 Post-Warranty Equipment: If the client elects not to renew a manufacturer warranty or extended service plan after expiration, the Service Provider may, at its discretion:
- Limit support to “best effort” troubleshooting only;
- Exclude the affected devices from SLA-based response times; and/or
- Require replacement before continued support.
2.4 Equipment Replacement Policy:
- Laptops/Workstations: Expected replacement every four (4) years.
- Servers/Network Hardware: Expected replacement every five (5) to seven (7) years.
- The Service Provider reserves the right to require replacement of equipment that is beyond its reasonable life cycle, no longer meets minimum performance or security requirements, or cannot receive critical vendor updates
3. BILLING AND PAYMENT
3.1 Invoicing: The Service Provider shall invoice the Client at the beginning of each calendar month for that month, unless otherwise specified in an addendum or SOW.
3.2 Payment Terms: All invoices are due and payable within twenty-eight (28) days from the date of the invoice.
3.3 Late Payment: A grace period of fourteen (14) days after the due date will be provided for payment of invoices. Following this grace period, a late fee of $150.00 or 2% of the invoice amount, whichever is greater, will be applied for every subsequent twenty-eight (28) day period the invoice remains unpaid.
3.4 Non-Payment: In the event that any invoice for any services provided by the Service Provider to the Client is not paid in full within sixty (60) days after the due date, the Service Provider may, at its discretion, suspend all services provided to the Client until the outstanding amount is paid in full. During the period of service suspension, all contractual obligations of the Service Provider will be considered as on hold, and the Client will not be entitled to any services or support as per this agreement. The Service Provider also reserves the right to commence legal proceedings for the recovery of the outstanding amount after providing a written notice of seven (7) days to the Client. All costs and expenses incurred in connection with the recovery of overdue payments, including but not limited to legal fees, collection agency fees, and interest on overdue amounts, shall be borne by the Client.
3.5 Additional Fees: If the Client requests on-site support in situations where remote services are sufficient, such on-site support will be billed at the Service Provider’s standard rates of $150/hr.
4. TERM
4.1 Commencement and Duration: This Agreement shall commence on the Effective Date and shall continue in full force and effect until {End of Term} (the “Initial Term”).
4.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms equal in length
to the Initial Term (each, a “Renewal Term”), unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term; the Client may instead request a different Renewal Term length by written notice given at least sixty (60) days before the end of the then-current term. The Service Provider may update pricing and terms effective upon renewal by providing written notice at least ninety (90) days prior to
renewal. Any discounts, concessions, or promotional pricing provided in reliance on the Initial Term length (“Term-Based Discounts”) will continue only for Renewal Terms of equal or longer length; if the Client requests a shorter Renewal Term, Term-Based Discounts will not apply, and the Service Provider’s then-current standard rates will apply to that Renewal Term.
5. TERMINATION
5.1 Either Party may terminate this Agreement by providing sixty (60) days written notice to the other Party or immediately following a material breach of this Agreement which remains uncured following written notice of ten (10) days.
5.2 Consequences of Termination: Upon early termination of this Agreement by the Client before the end of the term, the Service Provider shall cease providing the services. In such an event, the Client shall be obligated to pay the remaining balance for the services contracted for the entire term as detailed in any SOWs or addendums. This amount will be due and payable immediately upon termination. Any prepaid fees for services not rendered as of the date of termination shall not be subject to refund.
5.3 Return of Property and Information: Upon termination, the Client shall return all proprietary information, equipment, and materials belonging to the Service Provider.
5.4 Survival: Certain provisions of this Agreement, which by their nature should survive termination, will remain in effect after the expiration or termination of this Agreement. These include, but are not limited to, non-solicitation, confidentiality, indemnification, and limitations of liability.
6. NON-SOLICITATION
6.1 No-Hire: During the Term and for twelve (12) months thereafter, Client shall not, directly or indirectly, solicit, hire, or engage any Service Provider Personnel who performed Services for Client within the prior twelve (12) months, without Service Provider’s prior written consent.
6.2 Safe Harbors: This Section does not apply to (i) responses to general, non-targeted job ads, (ii) individuals who applied without prior solicitation or contact by Client in the preceding six (6) months, or (iii) individuals whose employment/engagement with Service Provider ended more than six (6) months before Client’s first contact.
6.3 Buyout Fee: If Client hires or engages such Personnel (or Service Provider consents), Client shall pay a Buyout Fee equal to the greater of (i) 50% of Annualized Compensation or (ii) $50,000. “Annualized Compensation” means base salary or fees plus target bonus/commission (or average variable comp) for the most recent twelve (12) months (or shorter engagement, annualized).
6.4 Payment; Remedies: The Buyout Fee is due within thirty (30) days of the earlier of (i) start date or (ii) Client’s consent request, and is agreed liquidated damages (not a penalty) reflecting recruiting, backfill, training, and disruption costs. Service Provider may seek injunctive relief in addition to other remedies.
6.5 Subcontractors: This Section also applies to individuals provided by Service Provider’s subcontractors who performed Services for Client.
6.6 Reformation: If any portion of this Section is unenforceable, it shall be modified to the minimum extent necessary and enforced as modified.
7.Limitation of Liability
7.1 General Limitation: The Service Provider’s total
liability to the Client for any and all claims arising out of or relating to the performance or breach of this Agreement, whether in contract, tort, or under any other theory of liability, shall in no event exceed the total amount of fees paid by the Client to the Service Provider for services provided under this Agreement during the three (3) months immediately preceding the event giving rise to such claim.
7.2 Exclusion of Indirect Damages: In no event shall the Service Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, revenue, business interruption, or cost of cover, even if the Service Provider has been advised of the possibility of such damages.
7.3 Specific Service Limitations: The Service
Provider shall not be liable for:
Any security breach or
- incident that is not directly attributable to the Service Provider’s gross negligence.
- Failures or breaches that occur due to the Client’s failure to follow the Service Provider’s reasonable advice or recommendations.
- Incidents or damages that result from factors outside the reasonable control of the Service Provider, including but not limited to acts of God, war, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
7.4 Basis of the Bargain: The Client acknowledges
that the Service Provider has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties.
7.5 Acknowledgement: The Client acknowledges that the
Service Provider is not an insurer. The fees payable to the Service Provider reflect the allocation of risk set forth in this Agreement and are not related to the value of the Client’s property or the potential extent of any loss or damage to such property.
8. INDEMINIFICATION
8.1 Indemnification by the Client: The Client agrees to indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from any claim, suit, action, or proceeding (collectively, “Claims”) related to or arising out of:
- The Client’s use of the services provided under this Agreement, except to the extent such Claims result directly from the Service Provider’s gross negligence or willful misconduct.
- The Client’s breach of any representation, warranty, or obligation under this Agreement.
- Any negligence or more culpable act or omission (including recklessness or willful misconduct) by the Client or its personnel.
8.2 Procedure for Indemnification: Upon the occurrence of any Claim for which the Service Provider seeks indemnification under this provision, the Service Provider will:
- Promptly notify the Client in writing of the Claim, provided that failure or delay in providing such notice shall not relieve the Client of its obligations under this section, except to the extent that the Client is materially prejudiced by such failure or delay.
- Provide reasonable cooperation to the Client, at the Client’s expense, in the defense of such Claim.
- Allow the Client to control the defense and settlement of the Claim, provided that the Client may not settle any Claim in a manner that admits guilt or liability on the part of the Service Provider without the Service Provider’s prior written consent, which shall not be unreasonably withheld or delayed.
8.3 Limitation on Indemnification: Notwithstanding anything to the contrary in this Agreement, the Client’s obligation to indemnify, defend, and hold harmless shall not extend to any Claims resulting from the Service Provider’s own gross negligence or willful misconduct.
9. Governing law
9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.
9.2 Dispute Resolution: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle such disputes. To this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.
9.3 Waiver of Jury Trial: BOTH PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10. Severability
10.1 If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, such term or provision shall be severed from this Agreement. The remaining terms and provisions shall remain in full force and effect and shall be interpreted to give effect to the Parties’ intentions as closely as possible within the limits of applicable law.
11. Counterparts
11.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
12. Headings
12.1 The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
13. Waiver
13.1 No waiver by either party of any breach or default of any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or any other provision. Any waiver must be in writing and signed by the party granting the waiver.
14. Force majeure
14.1 Definition: “Force Majeure” refers to any event or circumstance beyond the reasonable control of a Party, including, but not limited to, natural disasters (such as earthquakes, hurricanes, floods), war, terrorism, civil unrest, labor strikes, epidemics, pandemics, governmental actions or orders, nuclear, chemical or biological contamination, or any other disaster of a similar nature to those enumerated that is beyond the reasonable control and not the fault or negligence of the Party affected and which said Party was unable to prevent by the exercise of reasonable diligence.
14.2 Suspension of Obligations: If either Party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement due to a Force Majeure Event, then such obligations shall be suspended for the duration of the Force Majeure Event. The affected Party shall promptly notify the other Party, detailing the nature and extent of the Force Majeure Event and its impact on their ability to perform their obligations.
14.3 Mitigation and Resumption of Duty: The Party affected by the Force Majeure Event shall use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations and shall resume the performance of its obligations as soon as reasonably possible after the removal of the Force Majeure Event.
14.4 Right to Terminate: If the Force Majeure Event prevails for a continuous period of more than 90 days, either Party may terminate this Agreement by giving 14 days’ written notice to the other Party. All amounts owed by the Client to the Service Provider up to the date of termination shall become immediately due and payable.
14.5 Exclusion: It is understood and agreed that any inability to pay by the Client is not a Force Majeure Event and shall not relieve the Client of its payment obligations under this Agreement.
15. ASSIGNMENT
15.1 This Agreement shall not be assigned by either Party without the prior written consent of the other Party. Any unauthorized assignment shall be deemed null and void. Notwithstanding the foregoing, the Service Provider may assign this Agreement in whole or in part, without the Client’s consent, in connection with a corporate reorganization, consolidation, merger, or sale of substantially all of its assets.
16. AMENDMENT
16.1 This Agreement may be amended or modified only by a written document executed by duly authorized representatives of both Parties. No oral statement or prior written material not specifically incorporated into this Agreement shall be of any force and effect.