Managed Service Provider (MSP) Agreement

This Master Services Agreement (“Agreement”) is entered into by and between:

US Globe Service Corp (the “Provider”)

Address: 2115 Jericho Turnpike Garden City Park, NY 11040 

Contact: 1-888-US-GLOBE / helpdesk@usglobecorp.com

and the entity (“Customer”) agreeing to these terms by utilizing the Provider’s managed services. By engaging or accepting Provider's services, Customer explicitly agrees to all terms and conditions stated herein.

1. Services Provided

The Provider agrees to deliver the following IT managed services (the “Services”) to the Customer:

• Patching and Updates: Manage and apply regular patches and updates to the Customer’s systems and software to keep them up-to-date and secure.
• Endpoint Detection and Response (EDR): Monitor endpoints for security threats. Customer Responsibility: The Customer shall purchase and maintain the Provider’s recommended EDR solution as advised by the Provider.
• Antivirus/Anti-Malware & Ransomware Protection: Deploy and maintain antivirus and anti-malware solutions (including anti-ransomware) on all endpoints. This includes regular updates and monitoring to protect against viruses, malware, and ransomware.
• Backup Services: Manage and support backups for servers and workstations, including regular testing and verification of backup integrity. Note: Backup software licensing costs are the responsibility of the Customer.
• Firewall Maintenance: Maintain and manage the Customer’s firewall and network security devices to protect the network perimeter.
• Endpoint Protection (Internal & External): Install and manage security software on all endpoints (computers and devices), providing both internal network protection and external threat defense.
• Email System Configuration and Support: Configure, support, and secure the Customer’s email systems to ensure reliable operation (including spam filtering and malware protection for email).
• Security Audits: Perform regular security audits and vulnerability assessments to evaluate the security posture and compliance with applicable standards. Provide recommendations to address any identified issues.
• User Support and Training: Provide helpdesk support to the Customer’s end users for IT issues and conduct basic training on IT systems, cybersecurity best practices, and software usage as needed.

The specific details and any additional services or exclusions may be further described in a Scope of Services or Service Schedule attached to this Agreement. Both parties may update the scope of Services by written agreement.

2. Authorization for Software Installation and Remote Access

The Customer authorizes the Provider to install necessary remote management, security, monitoring, and backup software agents on all Customer-owned or operated desktops, servers, and other covered devices for the purpose of providing the Services. The Customer also grants the Provider permission to use remote access technologies to access Customer’s systems and equipment, solely for performing the Services under this Agreement.

For purposes of this Agreement, the term “Covered Products” refers to all hardware, systems, and devices that are listed in the attached Covered Products Schedule (or otherwise agreed in writing) as of the Service start date. The Covered Products Schedule may be amended by mutual written consent to add or remove equipment under management. The Provider is authorized to access and manage all Covered Products. The Customer agrees not to interfere with or disable the remote management tools installed by the Provider, as they are critical for service delivery.

3. Customer Responsibilities

To enable the Provider to effectively deliver the Services, the Customer shall fulfill the following responsibilities:

• Access and Cooperation: Provide the Provider with timely access to all necessary facilities, equipment, systems, and networks. This includes administrative access credentials, remote/VPN access, and physical access (where applicable) to perform the Services. The Customer will ensure that its personnel cooperate with the Provider’s staff and do not unreasonably delay or hinder support activities.
• Required Software and Licensing: Purchase, license, and/or subscribe to all software or hardware recommended by the Provider that is necessary for performing the Services (such as EDR software, antivirus software, backup solutions, firewall appliances, etc.). The Customer is responsible for maintaining valid software licenses and hardware warranties or support contracts for all Customer-provided software and equipment, as advised by the Provider.
• System Maintenance and Updates: Allow the Provider to apply required software updates and patches, or if the Provider’s policy requires the Customer to perform certain updates, the Customer will promptly install all critical patches on systems as instructed. The Customer is responsible for not delaying or circumventing updates that the Provider deems critical to system security or performance.
• Data Backup and Recovery Cooperation: Work with the Provider to establish and maintain a proper data backup strategy. While the Provider will manage and monitor backups as part of the Services, the Customer is ultimately responsible for reviewing backup reports, notifying the Provider of any issues, and ensuring that all critical data is identified for backup. The Customer should also periodically verify (with Provider’s assistance) that backups are functioning and data can be restored.
• IT Policies and Compliance: Adhere to any reasonable IT and security policies or procedures provided by the Provider. The Customer’s users shall follow guidelines for safe computing (e.g., not sharing passwords, not installing unapproved software) as communicated by the Provider. The Customer is responsible for any breach of security or service issues arising from users’ failure to comply with these policies.

Failure by the Customer to meet the above responsibilities may relieve the Provider from its performance obligations under this Agreement to the extent such failure causes inability or delay in providing the Services. The Provider shall give the Customer notice of any such issues and an opportunity to remedy them.

4. OEM and Third-Party Vendor Support

The Customer acknowledges that certain problems with hardware or software may require support from the original manufacturer or third-party vendors. Accordingly:

• Maintenance of Support Contracts: The Customer is responsible, at its own expense, for obtaining and maintaining any necessary support, service, or maintenance contracts with the appropriate third-party vendors or Original Equipment Manufacturers (OEMs) for all Covered Products and other critical hardware/software in its environment. This includes keeping such contracts active and in good standing (and renewing them as necessary) during the term of this Agreement, especially for servers, networking equipment, and major software applications. The Customer must also ensure that no hardware or software in use is beyond its supported end-of-life (EOL) as defined by the manufacturer, or if it is, the Customer accepts that it may need to replace or upgrade such items at its own cost.
• Vendor Compliance: The Customer is responsible for complying with all applicable license terms and vendor requirements for third-party hardware and software. The Provider will use reasonable efforts to inform the Customer of any known vendor obligations or expirations of support coverage for the Customer’s systems, but the ultimate responsibility for maintaining coverage rests with the Customer.
• Impact of Lack of Support: The Customer understands that if it fails to maintain required OEM or vendor support contracts, the Provider’s ability to resolve issues may be limited or impeded. In such cases, incidents may result in longer downtime, reduced functionality, or the need for the Customer to procure additional support or replacement products before a problem can be fully resolved. Out-of-Scope Services: If a problem arises with a product that is not covered by an active vendor support agreement or is past its EOL, the Provider’s obligations to troubleshoot or fix that issue are outside the scope of this Agreement. The Provider may, at its discretion, still attempt to assist on a time-and-materials basis or when the Customer obtains the necessary third-party support, but such efforts may incur additional charges as agreed upon, and no SLA commitments will apply to out-of-scope services.

5. Fees and Payment

• Service Fees: In consideration for the Services, the Customer shall pay the Provider the fees set forth in the pricing schedule or proposal attached to this Agreement (e.g., Schedule B – Pricing). This may include a fixed monthly managed service fee and any other one-time or usage-based charges as described. All fees are stated in U.S. Dollars (USD) unless otherwise noted.
• Billing and Invoicing: Service fees shall be billed monthly in advance. The Provider will issue an invoice to the Customer for the upcoming month’s base Services (and any fixed recurring charges) [15] days before the start of each service period (or on a schedule otherwise agreed in writing). Any variable or one-time charges (for example, projects or extra services) will typically be billed in the following invoice after those services are delivered, unless otherwise specified.
• Payment Terms: Payment on all invoices is due no later than the first day of the service period (i.e., by the start of the month being serviced), unless an alternative net payment term (e.g., net 15 or net 30 days from invoice date) is specified on the invoice. If the Customer requires purchase order numbers or specific billing procedures, the Customer is responsible for providing that information in advance to avoid payment delays. Payment shall be made in the form agreed (e.g., company check, ACH transfer, or other accepted method).
• Late Payments: Any undisputed payment not received by the Provider within 30 days after its due date will be considered late. Late payments shall incur interest at the rate of 2% per month (or the highest rate allowed by law, if lower), calculated from the payment due date until the date payment is received in full. In addition, the Provider reserves the right, after giving at least 7 days’ written notice and opportunity to cure to the Customer, to suspend Services (in whole or part) if the Customer’s account remains delinquent beyond 30 days. The Customer shall be liable for any costs of collection (including reasonable attorneys’ fees) for overdue amounts.
• Taxes: All fees quoted are exclusive of any sales, use, value-added, or similar taxes. The Customer is responsible for paying any applicable taxes or government charges imposed on the Services, except taxes on the Provider’s income. If the Provider is required to pay or collect taxes on the Customer’s behalf, the Customer will be invoiced for such amounts unless the Customer provides a valid tax-exemption certificate.
• Disputed Charges: In the event the Customer believes an invoice is incorrect or includes charges that are not warranted, the Customer must notify the Provider in writing within fifteen (15) days of the invoice date, specifying the disputed item and reason. The parties will work in good faith to resolve billing disputes promptly. The Customer shall pay all undisputed portions of the invoice by the due date. Delay in raising a dispute within the 15-day window will be deemed acceptance of the invoice as correct.
• Additional Software or Equipment: If the Provider, as part of the Services, procures on the Customer’s behalf any third-party software licenses, subscriptions, or equipment (for example, security software licenses, cloud backup subscriptions, or hardware replacements), the cost of such items will be passed through to the Customer. The Provider will obtain Customer’s approval prior to incurring any such expense beyond the standard service fees. These costs may be invoiced separately or added to the next regular invoice, and may be subject to different payment terms (such as due on receipt).
• Additional Charges (After-Hours Support):While the base Service Fees cover support during standard business hours (see Section 11), support requested outside of the Provider’s standard hours will incur overtime charges. If the Customer requires emergency or after-hours assistance (including weekends or holidays), the following rates will apply in addition to the regular fees: 
  • Weekdays (Outside Standard Hours 5:00 PM – 8:00 AM): $125 per hour for support labor.
  • Weekends and Holidays: $175 per hour for support labor.
     These after-hours charges will be billed in increments of one hour, with a minimum of one hour per incident. The Customer will be informed when requesting support outside normal hours that after-hours rates apply.
• Travel and On-Site Support Expenses: If on-site support is required outside of what is included in the Service Fees (for example, travel to a Customer site for emergency support or projects), the Customer agrees to reimburse reasonable travel expenses (mileage, lodging, etc.) incurred by the Provider, provided that the Provider notifies the Customer and obtains approval for any significant travel expenses in advance (except in true emergencies where advance notice is impractical). Any on-site service fees or travel costs will be outlined to the Customer beforehand whenever possible.

All payments shall be made to the Provider at the address or account information indicated on the invoice. The Provider reserves the right to adjust the recurring Service Fees after the initial term or in conjunction with any renewal term (per Section 6), with at least 60 days’ written notice to the Customer, to account for changes in scope, number of Covered Products, or market pricing for services.

6. Term and Termination

Term of Agreement: The term of this Agreement shall commence on the Effective Date and continue for two (2) years thereafter (the “Initial Term”), unless terminated earlier in accordance with the provisions below. Services under this Agreement will begin on a mutually agreed start date (which may coincide with the Effective Date unless otherwise stated).

Renewal: Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one-year periods (each a “Renewal Term”) under the same terms and conditions, unless either party gives written notice of non-renewal at least 60 days prior to the end of the then-current term. Pricing for any Renewal Term may be adjusted by the Provider with at least 60 days’ notice to the Customer before the end of the current term (as noted in Section 5). If notice of non-renewal is properly given, this Agreement will terminate at the end of the then-current term.

Termination for Convenience: After the first 12 months of the Initial Term, the Customer may terminate this Agreement for convenience (i.e., without cause) before the scheduled end of the term by providing at least 60 days’ prior written notice to the Provider. In such event, as an early termination charge and not as a penalty, the Customer shall pay the Provider an early termination fee equal to 50% of the remaining fees for the unused portion of the Initial Term (i.e., 50% of the total monthly recurring fees multiplied by the number of months remaining in the Initial Term after the effective termination date). The Customer agrees that this fee is a reasonable estimate of the Provider’s damages (including lost income and unrecovered setup costs) resulting from early termination. The Customer will also promptly pay for any Services rendered up to the termination date. If the Customer has pre-paid any fees for periods after the termination effective date, the Provider will apply such prepayments toward the termination fee or other amounts due; any excess will be refunded to the Customer.

The Provider may also terminate this Agreement for convenience at any time after the first 12 months by providing 60 days’ prior written notice to the Customer. In such case, the Provider will continue to provide Services through the end of the notice period and will refund any amounts the Customer has pre-paid for Services that would have been delivered after the termination effective date (pro-rated to the termination date). The Provider will also reasonably assist in transitioning services to the Customer or a new provider (any extensive transition assistance may be at an agreed hourly rate).

Termination for Cause: Either party may terminate this Agreement for cause upon giving written notice to the other party under the following conditions:

• Material Breach: The other party has materially breached this Agreement and (if the breach is curable) has failed to cure such breach within 30 days after receiving written notice describing the breach in detail. If the breach is incapable of cure, termination may be immediate upon notice. A material breach by the Customer includes, but is not limited to, failure to pay fees when due (subject to any cure period stated for payment), repeated failure to provide required access or cooperation, or violation of the Provider’s intellectual property or confidentiality rights. A material breach by the Provider includes, for example, a repeated failure to meet critical Service obligations or any violation of law that adversely affects the Customer.
• Insolvency or Bankruptcy: The other party becomes insolvent, files for bankruptcy, has a bankruptcy proceeding filed against it (that is not dismissed within 60 days), or makes an assignment for the benefit of creditors, or a receiver is appointed for a substantial part of its assets. In such event, the terminating party may terminate immediately by written notice.
• Security Breach or Compliance Failure: (As applicable) If the Customer experiences a significant data breach or is found to be engaging in activities that seriously compromise security or violate applicable law, the Provider may terminate the Agreement if the Customer does not take timely corrective action as directed by the Provider. Similarly, if the Provider is in material violation of data protection laws or confidentiality obligations, the Customer may terminate if not remedied promptly.

If a termination for cause by the non-breaching party occurs, the termination will be effective either immediately or on a later date specified in the notice (at the non-breaching party’s discretion). In the event of termination for cause, neither an early termination notice period (if different from the cure period) nor an early termination fee will apply. However, the Customer shall still pay the Provider for all Services rendered up to the termination date (and if the Customer was the breaching party, the Provider may also accelerate any fees for Services already delivered but not yet paid).

Effect of Termination: Upon expiration or termination of this Agreement for any reason:

• The Provider will cease providing Services on the effective termination date (except for reasonable transition assistance as agreed). The Customer will promptly pay all outstanding invoices for Services provided up to the termination date, as well as any applicable early termination charges or other sums due under this Agreement.
• Return of Customer Data and Materials: The Provider shall, upon the Customer’s written request, return or securely destroy all Customer data, credentials, and Confidential Information in the Provider’s possession that are reasonably able to be returned or destroyed, except that the Provider may retain archival copies for legal compliance purposes or backups that are not readily retrievable, provided such information remains confidential. The Provider will cooperate with the Customer, upon request, to ensure an orderly transfer of any active projects or relevant data to the Customer or a new service provider (the Provider may charge for extensive transition services at its standard rates if not included in the scope of this Agreement).
• Continued Obligations: Any terms of this Agreement which by their nature extend beyond termination (including but not limited to provisions on confidentiality, data protection, intellectual property, limitation of liability, indemnification, and dispute resolution) shall survive and remain in effect according to their terms.
• Neither party shall be liable to the other for damages purely as a result of terminating this Agreement in accordance with its terms, provided that termination does not relieve either party from liability for any breach of this Agreement occurring before termination.

7. Warranty Disclaimer and Limitation of Liability

No Warranties: Except as expressly set forth in this Agreement, the Provider makes no warranties or guarantees, whether express, implied, or statutory, regarding the Services or any deliverables provided. All Services, work product, and advice are provided on an “as is” and “as available” basis. The Provider specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing or usage of trade. The Provider does not guarantee that the Services will be uninterrupted or error-free, or that all security threats or malfunctions will be corrected. The Customer acknowledges that it is responsible for its selection and use of the Services to achieve its intended results.

Limitation of Liability: To the maximum extent permitted by law, the Provider’s total liability to the Customer for any and all claims, losses, or damages arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), or under any other theory of liability, shall be limited to the total amount of fees paid (or, in the case of ongoing obligations, projected to be paid) by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim. If the claim arises before twelve months of Services have been rendered, the liability cap shall be the amount of fees the Customer is obligated to pay for the first twelve months of the Agreement. The existence of multiple claims or incidents will not enlarge this cap. This limitation applies collectively to the Provider, its officers, employees, agents, and affiliates.

No Indirect or Consequential Damages: Neither party shall be liable to the other for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind, nor for any loss of profits, loss of revenue, loss of business opportunity, loss of data, business interruption, or loss of goodwill, arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages and regardless of whether any claim is based in contract, tort, strict liability, or other legal theory. The parties agree that the foregoing exclusion of damages is a fundamental part of the bargain and a condition of providing the Services, and that fees would be substantially higher without it.

Exceptions: The above liability limitations and exclusions (i) shall apply to the fullest extent permitted by law; and (ii) do not apply to the extent prohibited by law or to the extent liability cannot be limited, such as for death or personal injury directly caused by a party’s negligence, or damages arising from a party’s fraud or willful misconduct. In addition, the liability limitations in this Section 7 do not limit the Customer’s obligation to pay any fees, charges, or indemnification amounts due under this Agreement, and do not limit either party’s liability for breach of Section 9 (Confidentiality) or Section 10 (Data Security) or for infringement of the other party’s intellectual property rights.

The Provider’s pricing of the Services has taken into account the allocation of risk and liability limitations specified in this Agreement. The parties acknowledge that the limitations of liability and disclaimers of warranty herein are fair and reasonable, and were agreed upon in consideration of the expected risks and rewards of the Agreement.

8. Indemnification

8.1 Indemnification by Provider: The Provider shall defend, indemnify, and hold the Customer (and its officers, directors, and employees) harmless from and against any third-party claims, demands, lawsuits, or proceedings (“Claims”) and all related liabilities, damages, losses, and reasonable expenses (including court costs and attorneys’ fees) to the extent arising from: (a) allegations that the Provider’s Services or any deliverables, as provided by the Provider to the Customer, infringe or misappropriate a U.S. patent, copyright, trademark, or trade secret of a third party; or (b) bodily injury or property damage caused by the gross negligence or willful misconduct of the Provider or its personnel in the course of providing the Services. This indemnity obligation is contingent on the Customer: (i) promptly notifying the Provider in writing of any such Claim (so that the Provider’s ability to defend is not prejudiced by delay); (ii) giving the Provider sole authority to control the defense and settlement of the Claim (provided that the Provider shall not settle any Claim in a manner that admits fault or liability on behalf of the Customer or imposes any monetary obligation on the Customer without the Customer’s prior written consent); and (iii) providing reasonable information and cooperation to the Provider in the defense. If any Service or deliverable becomes (or in the Provider’s opinion is likely to become) the subject of an infringement claim, the Provider, at its option and expense, may either: (x) procure for the Customer the right to continue using the affected Service/deliverable; (y) modify or replace it with functionally equivalent non-infringing solution; or (z) if neither of the foregoing options is commercially feasible, terminate the affected Service and refund to the Customer any prepaid fees for the terminated portion. The Provider’s obligations under this Section 8.1 shall not apply to Claims to the extent they arise from (1) any modifications to a deliverable by the Customer or a third party not authorized by the Provider, (2) combination of the Service or deliverable with other products or services not provided by the Provider, or (3) the Customer’s breach of this Agreement or failure to use the Services in accordance with the Provider’s instructions.

8.2 Indemnification by Customer: The Customer shall defend, indemnify, and hold the Provider (and its officers, directors, employees, affiliates, and subcontractors) harmless from and against any third-party Claims and all related liabilities, damages, fines, losses, and reasonable expenses (including court costs and attorneys’ fees) arising out of or relating to: (a) the Customer’s or its end users’ misuse of the Services, or violation of any law or regulation in connection with the use of the Services; (b) any data, files, or materials provided by the Customer to the Provider (including claims that Customer Data infringes or violates the rights of a third party, such as intellectual property rights or privacy rights); (c) the Customer’s failure to obtain any necessary licenses, consents, or approvals for the Provider to use hardware, software, or data provided by the Customer under this Agreement; or (d) bodily injury or property damage caused by the Customer’s negligence or willful misconduct. The Customer’s indemnification obligations are subject to the Provider: (i) promptly notifying the Customer in writing of the Claim (with reasonable detail) so that the Customer is not prejudiced by delay; (ii) being given control of the defense and settlement of the Claim by the Customer (with the same proviso regarding settlement—i.e., no admission of fault or payment by Provider without its consent); and (iii) providing cooperation and information to facilitate the defense. The Customer may not settle any Claim against the Provider unless it unconditionally releases the Provider from all liability and does not admit any wrongful act by the Provider.

8.3 Indemnity Procedures and Survival: In any case where indemnification is sought under this Section 8, the indemnified party shall have the right to participate in the defense with counsel of its own choosing at its own expense. The indemnifying party shall keep the indemnified party reasonably informed of the status of the defense and consult in good faith on any substantive issues. The indemnification obligations in this Agreement shall survive the expiration or termination of the Agreement.

9. Confidentiality

9.1 Definition of Confidential Information: “Confidential Information” means any non-public information that one party (the “Disclosing Party”) provides or makes available to the other party (the “Receiving Party”) that is marked or identified as confidential, or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information of the Customer includes, without limitation, business plans, financial records, employee or client data, passwords/credentials, network configurations, and any Customer Data or business information the Provider may have access to in the course of providing Services. Confidential Information of the Provider includes, without limitation, the Provider’s pricing, proposals, product or service plans, trade secrets, know-how, methodologies, software tools, and any documentation or materials provided to the Customer. The terms and conditions of this Agreement (but not its mere existence) are also considered Confidential Information of both parties.

9.2 Exclusions: Information shall not be deemed Confidential Information if the Receiving Party can demonstrate that: (a) it is or becomes publicly available through no wrongful act or breach of any obligation of confidentiality; (b) it was already known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by written records; (c) it was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, and by persons who did not have access to the Confidential Information; or (d) it was obtained by the Receiving Party from a third party who had the right to disclose it without breach of an obligation to the Disclosing Party.

9.3 Confidentiality Obligations: The Receiving Party agrees to hold all Confidential Information of the Disclosing Party in strict confidence and to use it only for the purposes of performing obligations or exercising rights under this Agreement. The Receiving Party shall not disclose or permit access to the Disclosing Party’s Confidential Information to any third party except to its own employees, agents, or subcontractors who need to know the information for the purpose of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care as it uses to safeguard its own confidential or sensitive information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party will not reproduce Confidential Information except to the extent necessary for its authorized use, and any copies made will be identified as belonging to the Disclosing Party and marked confidential.

9.4 Permitted Disclosure: Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if required to do so under applicable law, regulation, or a valid court order or subpoena, provided that (to the extent legally permissible) the Receiving Party gives prompt written notice to the Disclosing Party of such requirement to allow the Disclosing Party an opportunity to seek a protective order or otherwise contest the disclosure. The Receiving Party shall disclose only that portion of Confidential Information which it is legally required to disclose and shall use reasonable efforts to ensure that any information so disclosed will be accorded confidential treatment.

9.5 Return or Destruction: Upon expiration or termination of this Agreement (or earlier, upon the Disclosing Party’s written request), the Receiving Party shall promptly return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party in its possession or control, and erase or securely delete any electronic files containing such information, except that the Receiving Party may retain one archival copy of the Confidential Information if required for legal or compliance purposes. Any retained Confidential Information shall remain subject to the confidentiality obligations herein.

9.6 Duration: The obligations in this Section 9 shall commence on the Effective Date and continue for the term of this Agreement and for a period of five (5) years after termination or expiration of the Agreement. However, Confidential Information that constitutes trade secrets (as defined by applicable law) shall be kept confidential for so long as it remains a trade secret under applicable law.

9.7 Remedies: Each party acknowledges that unauthorized disclosure or use of the other party’s Confidential Information may cause irreparable harm for which monetary damages may be insufficient. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek immediate injunctive relief (without the requirement of posting a bond) to enforce these confidentiality obligations.

10. Data Security and Data Ownership

10.1 Customer Data Ownership: As between the Customer and the Provider, all data that the Customer or its employees or end users input, store, or process using the Services, as well as any data the Provider backs up or accesses from the Customer’s systems in the course of providing the Services (collectively, “Customer Data”), shall remain the sole property of the Customer. The Provider does not claim any ownership rights in Customer Data. The Customer grants the Provider a limited, non-exclusive license to use, access, copy, process, and transmit Customer Data solely as necessary to perform the Services and fulfill the Provider’s obligations under this Agreement. Except for this limited license, nothing in this Agreement transfers to the Provider any right, title, or interest in or to the Customer Data. The Provider shall not use Customer Data for any purposes other than providing the Services, troubleshooting issues, improving the Services (in an aggregated or anonymized manner only), or as otherwise instructed by the Customer in writing.

10.2 Data Security Measures: The Provider shall implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data (including any personal information within Customer Data) against unauthorized access, disclosure, alteration, or destruction. Such measures will be consistent with industry best practices for managed IT service providers and may include, as appropriate: firewall and network security, encryption of data in transit (and at rest, for any Customer Data stored on Provider’s systems), access controls to limit access to authorized personnel, anti-malware protections, regular security patching of the Provider’s tools and systems, and periodic security training for Provider’s employees. The Provider will also maintain up-to-date endpoint protection and monitoring on its own systems used to deliver services to quickly detect and respond to any security incidents.

10.3 Data Privacy and Compliance: Each party agrees to comply with all applicable data protection and privacy laws in the performance of this Agreement. The Customer is responsible for ensuring that it has the legal right to disclose any personal data or other regulated data to the Provider as needed for the Provider to perform the Services. If any Customer Data is subject to specific data protection regulations (for example, personal information under laws such as the California Consumer Privacy Act (CCPA) or health data under HIPAA), the Customer agrees to notify the Provider in advance and, if required by law, the parties will enter into a separate data processing addendum or business associate agreement to address their respective obligations. The Provider will not sell, rent, or share Customer Data with third parties for marketing or other commercial purposes unrelated to the Services.

10.4 Data Breach Notification: In the event the Provider becomes aware of a confirmed unauthorized access to or acquisition of Customer Data stored or managed by the Provider (a “Data Breach”), the Provider will promptly (and no later than as required by applicable law) notify the Customer of the breach. Such notice will include, to the extent known, a summary of the nature of the Data Breach, the types of data affected, and any steps the Provider is taking to mitigate the breach and prevent future occurrences. The Provider will cooperate with the Customer’s reasonable requests for further information regarding the Data Breach and will assist the Customer in complying with any legal obligations the Customer may have to notify affected individuals or authorities, at the Customer’s request and expense. The Provider shall take appropriate actions to contain and investigate the Data Breach and will remedy the vulnerabilities that led to it, in accordance with its obligations to protect Customer Data.

The Customer is responsible for maintaining appropriate security measures for any Customer systems that are not under the Provider’s management, and for any actions of its own employees or contractors that may compromise security (e.g., sharing passwords, falling victim to phishing attacks). The Provider shall not be liable for any Data Breach or security incident to the extent it is caused by Customer’s failure to follow the Provider’s security recommendations or by vulnerabilities in systems that the Provider is not contracted to manage.

10.5 Data Retention and Return: During the term of this Agreement, the Provider shall maintain any backed-up Customer Data according to the agreed backup retention schedules (as part of the Backup Services). Upon termination of the Agreement, and unless otherwise specified, the Provider will retain any Customer Data in its backups or systems for a period of up to 30 days (retention period) to allow the Customer to request retrieval. If the Customer requests a copy of any stored Customer Data (such as backup images or configurations), the Provider will provide it in a readily usable format, subject to payment of any reasonable costs (if the volume of data or effort to transfer is significant). After the retention period, the Provider shall securely erase or overwrite Customer Data in its possession, except for any data that must be retained for legal compliance or that resides in routine backups archived beyond the retention period (which backups will eventually cycle out or be destroyed in the ordinary course). Any retained data remains subject to confidentiality obligations.

10.6 Responsibility for Data Content: The Customer is solely responsible for the legality, accuracy, and quality of Customer Data. The Provider is not responsible for reviewing the content of Customer Data to determine if it’s sensitive or subject to special laws; that responsibility lies with the Customer. If the Customer’s use of the Services will involve sensitive personal data (e.g. social security numbers, financial account info, health records), the Customer should inform the Provider so that appropriate additional safeguards or agreements can be implemented.

This Section 10 delineates the parties’ responsibilities regarding data and information security. The Customer acknowledges that while the Provider will take reasonable security measures, no system is completely immune from incidents, and therefore the Customer agrees to maintain its own insurance or contingency plans for data loss or cybersecurity incidents. The limitations of liability in Section 7 apply to any data loss or breach, except to the extent caused by the Provider’s gross negligence or willful misconduct.

11. Support Hours

The Provider will provide user support and incident response during its Standard Support Hours, which are 8:00 AM to 5:00 PM, Monday through Friday, excluding federal or state holidays observed by the Provider. Support requests can be made via the Provider’s designated helpdesk phone number or email/ticket system. The Provider will use all reasonable efforts to be available to receive and address support requests during these hours.

After-Hours Support: Support requested outside of Standard Support Hours (such as nights, weekends, or holidays) is available on an emergency basis and will be subject to additional charges as outlined in Section 5 (Additional Charges). The Customer should use the Provider’s emergency contact procedure for any after-hours critical issues. If the Customer’s service package includes extended or 24/7 support, the details (and any different response commitments) will be set forth in an addendum or the SLA section.

For any after-hours support that is not covered by a special support plan, the Provider will respond on a best-effort basis once the Customer contacts the emergency support line and agrees to the applicable after-hours rates. The Customer acknowledges that response times outside of Standard Support Hours may be longer than those during normal hours (if not specifically covered by an SLA or extended support agreement).

On-Site Service: Standard support is typically provided remotely. If an issue cannot be resolved remotely and requires an on-site visit, the Provider will schedule a visit during normal hours (or after-hours, if urgent and the Customer approves any after-hours on-site rates). On-site services may incur travel charges as described in Section 5. The Provider will communicate with the Customer to arrange a convenient time for any on-site work.

12. Service Level Agreement (SLA)

The Provider will use commercially reasonable efforts to meet the following Service Level targets for response and resolution of support requests. Response Time is defined as the time for a Provider technician to acknowledge and begin working on the issue after a support ticket or call is received. Resolution Time is defined as the target time to resolve the issue or restore functionality (which may include implementing a temporary workaround) after the initial response. Actual resolution may depend on complexity and third-party dependencies, but the Provider will work diligently within these targets.

Incidents will be categorized by severity as follows:

• Priority 1 – Critical: A critical issue causing a complete outage or severe impact on essential business operations (e.g., entire network or server down, widespread ransomware attack, or other major system failure affecting all users). Response Time: within 1 hour (during Standard Support Hours). Resolution Time: target within 4 hours or as soon as possible, with continuous effort until restored. The Provider will assign all necessary resources to address a Priority 1 issue, and will keep the Customer updated frequently (e.g., hourly).
• Priority 2 – High: A high-impact issue significantly affecting multiple users or key business functions, but operations can continue in a limited fashion (e.g., email server performance is degraded, a branch office network is down, or an important application is malfunctioning for many users). Response Time: within 2–4 hours. Resolution Time: target within 8 hours (by end of same business day or faster if possible). Work will continue with priority during business hours until a resolution or acceptable workaround is in place.
• Priority 3 – Medium: A moderate impact issue affecting a single user or a non-critical system, or a general technical question. Business operations are only minimally impacted (e.g., individual workstation issues, software errors with workarounds, peripheral device problems). Response Time: within 1 business day (typically within 8 business hours). Resolution Time: target within 3 business days or at the next scheduled maintenance window. These issues will be addressed in the order received and according to impact.
• Priority 4 – Low: A minor issue, cosmetic error, or request that does not significantly affect operations (e.g., a request for software installation/upgrades, routine maintenance, or general guidance). Response Time: within 2 business days. Resolution/Completion Time: target within 5 business days, or as scheduled with the Customer. Low priority requests may be grouped into planned maintenance cycles.

These response and resolution targets apply to service requests made during Standard Support Hours. For issues reported outside of Standard Support Hours, response will occur when on-call staff receives the request (which for true emergencies should be via the emergency contact number), and resolution will be on a best-effort basis given available resources, unless separate after-hours SLA terms are agreed.

Customer Responsibilities for SLA: The Customer must report issues through the designated support channels and provide sufficient information and access for the Provider to diagnose and resolve the problem. SLA timers for response begin when the issue is reported through the proper channel. If a ticket is opened via email or portal outside of Standard Support Hours, the “clock” for response will start at the beginning of the next support day (unless the Customer also pages emergency support for a critical issue).

SLA Remedies: The Provider will make good faith efforts to meet the above SLA targets. In the event of a consistent failure to meet Response Time targets for critical or high-priority issues, the Customer may escalate the matter to the Provider’s management for review and remediation. Repeated failures to meet agreed SLA targets may be considered a material breach under Section 6 (giving the Customer the right to terminate for cause if not cured). At the Customer’s request, the parties may also discuss service credits or other compensation for significant SLA breaches, but any such credits must be agreed in writing (this Agreement does not automatically provide service credit remedies unless separately negotiated in an SLA addendum).

The Provider’s obligations to meet SLA targets are contingent on the Customer fulfilling its responsibilities (see Section 3) and external factors (like internet outages or third-party service outages) that may impact resolution being beyond the Provider’s reasonable control.

13. Intellectual Property Rights

13.1 Provider Intellectual Property: The Provider retains all right, title, and interest in and to all intellectual property and proprietary materials that it owned or developed prior to or outside of this Agreement, as well as any intellectual property created by the Provider in the course of providing the Services that is of general application or not uniquely related to the Customer’s business. This includes, without limitation, the Provider’s tools, software, scripts, processes, methodologies, know-how, and any templates or generic documentation developed by the Provider. The Customer shall have no ownership rights in such Provider intellectual property; however, the Provider grants the Customer a non-exclusive, royalty-free, perpetual license to use any such materials delivered to the Customer as part of the Services for the Customer’s internal business purposes. The Provider is free to use any generalized ideas, concepts, techniques, or skills gained during the course of providing Services for any other purpose, provided that no Customer Confidential Information or Customer-specific data is used or disclosed in doing so.

13.2 Customer Intellectual Property: The Customer retains all right, title, and interest in and to its own intellectual property and any materials or software it provides to the Provider for use in connection with the Services, as well as any work products that are specifically and exclusively related to the Customer’s business operations or data. Except as expressly set forth in this Agreement, the Provider will not acquire any rights to the Customer’s intellectual property. If any of the Customer’s software licenses or materials require the Customer to obtain the vendor’s consent before allowing a third-party (such as the Provider) to use them for outsourcing or managed services, the Customer is responsible for obtaining such consent.

13.3 Work Made for Hire & Assignment: To the extent that any deliverables, documentation, reports, or other materials are created by the Provider specifically for the Customer as part of the Services and are paid for in full by the Customer (collectively, “Work Product”), the Provider agrees that such Work Product shall be considered a “work made for hire” for the Customer. If any of the Work Product is not by law considered a work made for hire, the Provider hereby assigns to the Customer all right, title, and interest in that Work Product upon the Customer’s payment in full for the Services related to its creation. The Provider may retain copies of Work Product for its records and to satisfy any regulatory requirements. The Provider shall have the right to use any general know-how, skills, or expertise gained during the development of Work Product in the Provider’s business, so long as the Provider does not use or disclose any of the Customer’s Confidential Information or any identifiable aspect of the Work Product that would breach its obligations to the Customer.

13.4 Third-Party Materials: The Customer acknowledges that the Provider may utilize third-party software, open-source components, or utilities in the course of delivering Services. All third-party materials are the property of their respective owners and may be subject to their own license terms. The Provider will pass through or assign to the Customer any third-party licenses or warranties for third-party products provided as part of the Services, to the extent the Provider is permitted to do so.

Nothing in this Agreement shall restrict the Provider’s right to offer or provide similar services to other clients, so long as the Provider does not use the Customer’s Confidential Information in doing so. Likewise, nothing in this Agreement restricts the Customer’s right to obtain similar services from other providers, subject to the Customer’s obligations herein (such as confidentiality and any exclusivity if agreed).

14. Independent Contractor Relationship

The relationship of the Provider to the Customer is that of an independent contractor. Nothing in this Agreement is intended, or shall be construed, to create a partnership, joint venture, or employment relationship between the Provider (or its personnel) and the Customer. Each party remains separate and independent. Specifically:

• No Agency or Authority to Bind: Neither party is an agent of the other, and neither party has the right or authority to make any contract, representation, or commitment on behalf of the other unless expressly authorized in writing. The Provider’s personnel are not employees or agents of the Customer, and the Customer’s employees are not employees or agents of the Provider.
• Non-Exclusive Services: The Provider is free to perform services for other clients during the term of this Agreement. The Customer acknowledges that the Provider may provide similar services to other businesses, including potential competitors of the Customer, as long as this does not breach any obligation of confidentiality owed to the Customer. Likewise, the Customer is free to engage other service providers for similar services, subject to any agreed exclusivity or minimum commitment in this Agreement (none is implied unless stated).
• Control of Work: The Provider will control and direct the means, manner, and methods by which the Services are provided. The Provider shall use its own expertise, work methods, and tools to deliver the Services in a professional manner consistent with industry standards. While the Provider will coordinate with the Customer on scheduling and specific needs, the Provider and its staff are not subject to the Customer’s day-to-day supervision in performing their work.
• Provision of Personnel and Equipment: The Provider may use its own employees or engage qualified subcontractors or independent consultants (“Subcontractors”) to perform portions of the Services, provided that the Provider remains responsible for the performance of Services by any such Subcontractors. The Provider will ensure that any Subcontractors are bound by confidentiality and professionalism obligations consistent with this Agreement. The Provider will provide its own laptops, software tools, and other equipment needed to perform the Services, except for access to the Customer’s systems and facilities as required.
• No Employee Benefits: Because the Provider is an independent contractor, neither the Provider nor its employees or subcontractors are eligible for or entitled to any benefits that the Customer provides to its own employees. The Provider’s personnel shall not participate in any of the Customer’s benefit plans, pension plans, insurance, vacation pay, sick pay, or other fringe benefits. The Provider is solely responsible for payment of compensation to its personnel and subcontractors, and for any applicable withholding of taxes, social security, or other payroll obligations for its workforce.
• No Exclusivity / No Full-Time Requirement: The Customer acknowledges that it shall not require the Provider or its personnel to work exclusively for the Customer or to devote full-time hours to the Customer beyond what is agreed for the scope of Services. The Provider will allocate its resources in a manner that fulfills its obligations to the Customer while balancing other work commitments.

Both parties agree that no employment relationship is created by this Agreement. The Provider will not represent itself as an employee or agent of the Customer, and the Customer will not represent itself as having control over the Provider’s employees or Subcontractors. Any persons employed or contracted by the Provider in connection with the performance of Services shall be under the complete control of the Provider and shall not be considered employees of the Customer.

15. Compliance with Laws

Each party agrees to comply with all applicable federal, state, and local laws and regulations in connection with its performance of (or, in the case of the Customer, use of) the Services under this Agreement. This includes, but is not limited to, the following:

• General Compliance: The Provider will perform the Services in accordance with all applicable laws, rules, and regulations, including those related to data privacy, export/export control, labor and employment, and any required certifications or licenses for performing IT services. The Customer will use the Services in compliance with all laws and will not require or request the Provider to perform any task in violation of any law or regulation.
• Export Controls: The Customer shall not provide to the Provider any hardware, software, technology, or technical data that is controlled under U.S. export laws (such as the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR)) without informing the Provider in advance and obtaining the Provider’s consent. If any Customer Data or systems are subject to export control restrictions, the Customer is responsible for informing the Provider and ensuring compliance. The Provider likewise will notify the Customer if any technology it uses to deliver the Services is subject to export restrictions that could affect the Customer’s usage.
• Licenses and Permits: The Provider shall maintain any business licenses or professional certifications that are required for it to legally provide the Services. The Customer shall ensure that it has obtained any permits or consents required for the Provider to access its premises or systems (if, for example, the Customer is a tenant in a building that requires notice for vendor access).
• Safety and Workplace Laws: If the Provider’s staff perform any work on the Customer’s premises, the Customer shall provide a safe and secure working environment and inform the Provider of any safety rules or hazards. Each party shall comply with applicable occupational safety laws and any site-specific regulations.
• Industry-Specific Regulations: If the Customer operates in a regulated industry (for example, healthcare, finance, etc.) that imposes specific legal requirements on service providers (such as HIPAA for healthcare or PCI-DSS for payment card data), the Customer will notify the Provider of such requirements before the start of the Services. The parties will then negotiate in good faith any additional provisions or agreements (such as a Business Associate Agreement for HIPAA compliance) necessary to address those requirements. The Provider will make commercially reasonable efforts to comply with industry-specific regulations applicable to the Services when clearly communicated and agreed in writing.
• Customer’s Legal Compliance: The Customer is responsible for ensuring that its use of the Services and its own IT systems complies with any laws applicable to its business (for example, data retention laws, privacy laws concerning its employees or customers, and software licensing laws). The Customer warrants that it will not use the Services to store or transmit any content or data that violates any law or infringes the rights of any third party (e.g., defamatory material, illegally obtained data, or infringing software). The Customer further warrants that it has obtained all necessary rights, permissions, and consents to allow the Provider to access and use Customer-provided software, systems, and data for the purpose of providing the Services, and that such access/use by the Provider will not violate any third-party license or agreement.

If any governmental authority imposes new or additional requirements on the Provider’s delivery of Services, or on the Customer’s use of Services, the parties will cooperate to modify this Agreement or the Services as needed to comply. Any significant change in scope or cost due to compliance with new laws or regulations may give the Provider the right to adjust fees or other terms, upon notice to the Customer.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is due to causes beyond that party’s reasonable control. This includes, but is not limited to, acts of God, natural disasters (e.g., earthquakes, hurricanes, floods), fires, epidemics or pandemics, acts of government or regulatory authorities (e.g., government orders or regulations, embargoes), war, terrorism, civil unrest or riots, labor strikes or labor disputes (excluding strikes involving the affected party’s own employees), utility or telecommunications outages, internet backbone failures, or other unforeseeable events beyond the control of the affected party (each, a “Force Majeure Event”).

The party affected by a Force Majeure Event shall give prompt notice to the other party, providing details of the event and an estimate of the delay in performance. The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance of its obligations as soon as practicable. If a Force Majeure Event continues for an extended period (e.g., more than thirty (30) days), and substantially prevents either party from performing a material obligation, the parties will discuss in good faith an equitable solution, including the possibility of terminating the Agreement or excusing performance, without penalty.

It is understood that a Force Majeure Event does not excuse the Customer’s obligation to pay for Services already rendered. However, if the Provider is unable to deliver Services for a period of time due to a Force Majeure Event, the Provider will not charge the Customer for the period of non-delivery and will resume charges when Services resume.

17. Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a “Dispute”) in accordance with the following procedure:

17.1 Informal Negotiation: In the event of a Dispute, either party shall provide written notice to the other party describing the issue in dispute and referencing this Section. Within five (5) business days of such notice (or another mutually agreeable timeframe), the parties shall commence good-faith negotiations to resolve the Dispute. Such negotiations shall be conducted between executives or representatives of the parties who have authority to settle the Dispute and who are not directly involved in the day-to-day administration of this Agreement. The parties shall use their best efforts to resolve the Dispute informally through discussion and negotiation.

17.2 Mediation: If the parties are unable to resolve the Dispute through informal negotiations within 30 days from the date of the initial dispute notice (or a later date if both parties agree to extend negotiations), either party may request that the Dispute be submitted to mediation. Mediation is a voluntary, non-binding process in which a neutral mediator facilitates negotiation between the parties. If both parties agree to mediation, they shall work together in good faith to select a single mediator and schedule the mediation session in a mutually convenient location (or virtually) within a further 30-day period. The costs and fees of the mediator shall be shared equally by the parties, and each party shall bear its own attorneys’ fees in the mediation. If mediation occurs but does not result in a settlement of the Dispute, or if the other party refuses to mediate, either party may proceed to binding arbitration as described below.

17.3 Binding Arbitration: Any Dispute that cannot be resolved through negotiation or mediation (or in the event one party does not wish to mediate) shall be resolved by binding arbitration. The arbitration shall be administered by the American Arbitration Association (AAA) (or another reputable arbitration organization agreed by the parties) under its Commercial Arbitration Rules (or a similar set of rules) in effect at the time of the dispute. The arbitration will be heard and determined by a single arbitrator experienced in information technology services agreements and licensed to practice law. The arbitrator shall be jointly chosen by the parties; if the parties cannot agree on an arbitrator within 15 days of a demand for arbitration, the AAA shall appoint the arbitrator.

The arbitration proceedings shall take place in [State and County: e.g., New York, New York] unless the parties agree to a different venue. If an in-person hearing is not practical, the parties and arbitrator may agree to conduct the arbitration via video conference. The arbitration and all related filings and evidence shall be confidential, except as needed to enforce the award.

The arbitrator shall have the authority to award any relief available in law or equity that a court of competent jurisdiction could award, except that the arbitrator shall not have authority to award any damages or remedies expressly prohibited by this Agreement (such as punitive damages or any damages limited by the terms of this Agreement). The arbitrator shall provide a written reasoned decision explaining the award. Judgment upon the arbitration award may be entered in any court having jurisdiction.

17.4 Equitable Relief: Notwithstanding the agreement to arbitrate, either party may at any time seek injunctive or other equitable relief in a state or federal court located in the agreed jurisdiction (see Governing Law in Section 18) to prevent any actual or threatened misuse or disclosure of its Confidential Information or violation of its intellectual property rights. Seeking such interim relief in court shall not be deemed a waiver of the right to arbitrate the underlying Dispute.

17.5 Continuing Obligations: Except for the specific disputed matter, the parties shall continue to perform their obligations under this Agreement during the pendency of dispute resolution efforts, unless this Agreement has been terminated.

17.6 Attorneys’ Fees: Each party shall bear its own attorneys’ fees and costs in connection with any Dispute, provided that if a party prevails on a statutory claim that affords the prevailing party attorneys’ fees (or if there is a written contract that provides for attorneys’ fees), the arbitrator or court, as applicable, may award reasonable attorneys’ fees to the prevailing party in accordance with that statute or contract. Additionally, if a party fails to comply with an award or court order and the other party must seek enforcement, the enforcing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing the award or order.

This Section 17 shall survive the termination or expiration of the Agreement. The parties understand that, by agreeing to binding arbitration, they are waiving any right to a jury trial for any Dispute hereunder, except for the limited court actions described for injunctive relief or enforcement.

18. Miscellaneous

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Subject to the dispute resolution provisions above, each party consents to the exclusive jurisdiction of the state and federal courts located in New York for the purposes of any judicial proceedings (such as motions to compel arbitration or to enforce arbitration awards, or to obtain injunctive relief) that may arise out of or relate to this Agreement.
• Notices: Any formal notices or communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by hand, sent by reputable overnight courier with tracking, or mailed by registered or certified mail (postage prepaid, return receipt requested), to the respective addresses of the parties set forth at the beginning of this Agreement (or to such other address as a party may designate by written notice to the other). Additionally, notices regarding termination or an alleged breach must also be sent via email to a known business email address of the other party’s representative. Routine operational communications (e.g., support tickets, day-to-day emails) are not considered formal notices and may be sent via ordinary email. Notice given by certified mail shall be effective three (3) business days after mailing; notice by courier or hand delivery shall be effective on receipt (as confirmed by courier records or signature).
• Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each party. This requirement includes any change to the scope of Services, fees, or term; email exchanges or verbal agreements are not sufficient to modify the Agreement unless both parties explicitly agree in writing (which can include a documented electronic signature or agreed electronic communication explicitly amending the contract).
• Entire Agreement: This Agreement, including any schedules, addenda, or attachments referenced herein, constitutes the entire understanding between the Provider and the Customer with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written. The parties acknowledge that they have not relied on any representations or promises not expressly set forth in this written Agreement. In the event of a conflict between the terms of the main body of this Agreement and any schedule or SOW, the main body of this Agreement shall govern unless the schedule/SOW expressly states an intent to override specific provisions of the main Agreement.
• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible to effect the intent of the parties, and the remaining provisions of the Agreement shall remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is as close as possible to the original intent of the invalid provision.
• Waiver: No waiver of any term or condition of this Agreement by either party shall be valid unless in writing and signed by an authorized representative of the party against whom the waiver is asserted. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of that or any other right, power, or remedy. A waiver on one occasion shall not be construed as a waiver of any future breach or event.
• No Third-Party Beneficiaries: This Agreement is made solely for the benefit of the Provider and the Customer and their respective successors and permitted assigns. Except as expressly provided in this Agreement (for example, indemnification of a party’s directors, officers, employees as stated in Section 8), nothing in this Agreement shall create or confer any rights or remedies in favor of any person or entity other than the parties to this Agreement. No third party shall have the right to enforce any term of this Agreement.
• Survival: Any provisions of this Agreement which by their nature should survive termination or expiration in order to achieve their purpose (including, but not limited to, payment obligations, confidentiality (Section 9), data security (Section 10), limitation of liability (Section 7), indemnification (Section 8), dispute resolution (Section 17), and governing law/jurisdiction) shall survive and remain in effect after the expiration or termination of this Agreement.
• Headings: The section headings and titles in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of the Agreement.
• Counterparts & Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (for example, via secure e-signature service or PDF) shall be valid and binding to the same extent as original signatures. The parties agree that an electronic signature or other electronic manifestation of assent (such as an email exchange clearly indicating agreement to the final terms of the contract) is intended to authenticate this Agreement and shall have the same force and effect as a manual signature.

19. Assignment

Neither the Provider nor the Customer may assign, delegate, or transfer (whether voluntarily, by operation of law, or otherwise) this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this section shall be null and void. Notwithstanding the foregoing, either party may assign this Agreement without consent (but with written notice to the other party) in the event of a merger, acquisition, or sale of substantially all of its assets or equity, provided that the successor or assignee agrees in writing to be bound by all terms and conditions of this Agreement. Additionally, the Provider may assign this Agreement to any parent, subsidiary, or affiliate entity as part of an internal reorganization, or may delegate performance to a subcontractor as permitted in Section 14, provided that the Provider remains liable for performance.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. In the context of any permitted assignment, the assigning party (or its estate) will remain responsible for obligations and liabilities incurred prior to the assignment.