MASTER SERVICE AGREEMENT
This Master Service Agreement ("Agreement") is made and entered into as of the Effective Date by and between TechNet New England LLC ("TNE"), a Massachusetts-based limited liability company, and the Client ("Client"). This Agreement governs the services provided by TNE to Client and sets forth the terms and conditions under which such services will be rendered.
1. DEFINITIONS
1.1 "Agreement" means this Master Service Agreement, including all related Statements of Work ("SOW"), Service Level Agreements ("SLA"), and amendments. 1.2 "Client" means the individual or entity obtaining services from TNE. 1.3 "Confidential Information" means all proprietary information, trade secrets, and intellectual property disclosed by either party in the course of this Agreement. 1.4 "Services" means any managed IT services, cybersecurity solutions, cloud services, network support, or related IT consulting provided by TNE to Client. 1.5 "Effective Date" means the date on which this Agreement is signed by both parties. 1.6 "Term" refers to the duration of this Agreement as specified in Section 10. 1.7 "Force Majeure" means any event beyond reasonable control, including natural disasters, cyberattacks, strikes, government actions, and utility failures.
2. SERVICES PROVIDED
2.1 Scope of Services: TNE will provide IT management, cybersecurity, cloud services, network monitoring, and technical support as detailed in each SOW or SLA. 2.2 Subcontracting: TNE reserves the right to subcontract services as necessary, provided that all subcontractors adhere to the terms of this Agreement. 2.3 Service Modifications: TNE may modify service offerings with prior written notice to Client.
3. CLIENT RESPONSIBILITIES
3.1 Access and Cooperation: Client agrees to provide TNE with necessary access, credentials, and cooperation to fulfill service obligations. 3.2 Compliance: Client shall comply with all applicable laws and regulations regarding IT security, data protection, and industry best practices. 3.3 Third-Party Services: If Client uses third-party vendors for software or hardware, Client is responsible for ensuring compatibility with TNE’s services.
4. FEES AND PAYMENT TERMS
4.1 Billing: Fees are billed monthly, annually, or as specified in an applicable SOW. 4.2 Payment Terms: Payments are due within thirty (30) days of the invoice date. 4.3 Late Fees: A late fee of 1.5% per month, or the highest rate permitted by law, will be applied to overdue invoices. 4.4 Suspension of Services: TNE reserves the right to suspend services for non-payment after thirty (30) days past due, with written notice.
5. DATA BACKUP AND SECURITY
5.1 Client’s Data: Client acknowledges that TNE is not responsible for data loss unless explicitly included in a signed data backup service agreement. In the event of a backup service agreement, TNE’s liability shall be limited to restoring the most recent available backup as per the agreed backup schedule. Under no circumstances shall TNE be liable for any loss of data exceeding the amount paid by Client for the backup services in the preceding six (6) months. 5.2 Cybersecurity Liability: TNE employs industry best practices for cybersecurity but cannot guarantee protection against all cyber threats. Client assumes responsibility for security measures outside TNE’s control. 5.3 Backup Responsibility: Unless contracted for managed backup services, Client is responsible for implementing and maintaining data backups. Client acknowledges that even with a managed backup service, full data recovery is not guaranteed.
6. CONFIDENTIALITY
6.1 Non-Disclosure: Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared under this Agreement. 6.2 Exceptions: Confidentiality does not apply to information that is publicly available, lawfully obtained from third parties, or required to be disclosed by law.
7. LIMITATION OF LIABILITY
7.1 No Consequential Damages: Neither party shall be liable for indirect, incidental, special, or consequential damages. 7.2 Liability Cap: TNE’s total liability under this Agreement, regardless of the nature of the claim, shall not exceed the total amount paid by Client for any and all services rendered in the preceding six (6) months. Under no circumstances shall TNE be liable for damages exceeding the fees actually paid by Client during this period, including but not limited to claims related to data loss, service outages, cybersecurity incidents, or contractual breaches. 7.3 Third-Party Products and Services: If TNE resells, recommends, or integrates any third-party products or services, Client acknowledges that TNE is not responsible for any failures, data loss, security breaches, downtime, or damages caused by such third-party products or services. TNE will act as a liaison between the Client and the third-party provider to facilitate issue resolution but holds no liability for the third party’s actions, performance, or lack thereof. Any warranties, service guarantees, or resolutions must be handled directly between the Client and the third-party provider. 7.4 Force Majeure: TNE is not responsible for service interruptions due to events beyond its control.
8. INDEMNIFICATION
8.1 Client Indemnification: Client agrees to indemnify and hold TNE harmless from any claims arising from Client’s misuse of services. 8.2 TNE Indemnification: TNE will indemnify Client against any claims related to negligence or intentional misconduct by TNE employees.
9. TERM AND TERMINATION
9.1 Initial Term: This Agreement is effective for an initial term of three (3) years from the Effective Date. 9.2 Renewal: Upon completion of the Initial Term, the Agreement will automatically renew for successive twenty-four (24) month terms unless terminated in writing with at least ninety (90) days’ advance notice via letter. 9.3 Termination for Cause: Either party may terminate the Agreement if the other party materially breaches its obligations and fails to cure within thirty (30) days of written notice. 9.4 Early Termination: If Client terminates before the term ends, Client agrees to pay the remaining balance of the contract.
10. DISPUTE RESOLUTION
10.1 Negotiation: Parties agree to resolve disputes through good-faith negotiations before pursuing legal action. 10.2 Arbitration: If unresolved, disputes will be submitted to binding arbitration in Massachusetts.
11. NON-SOLICITATION
11.1 Employee Hiring Restriction: Client agrees not to solicit or hire TNE employees for a period of two (2) years following contract termination. Violation of this clause results in a liquidated damages payment of 100% of the employee’s total annual salary.
12. ACCEPTABLE USE POLICY
12.1 Prohibited Activities: Client shall not use TNE’s services for illegal activities, spamming, unauthorized access, or any activities that violate applicable laws or industry regulations. 12.2 Reddit Clause: Any information or discussions regarding TNE’s services posted online (including Reddit and other forums) must not contain false, misleading, or defamatory content about TNE. Public misrepresentation may result in contract termination.
13. GOVERNING LAW
13.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
14. AMENDMENTS
14.1 Modifications: TNE reserves the right to update these terms and conditions at any time, with or without prior notice. Any modifications will be legally binding upon publication on TNE’s website or through written communication to the Client. The effective date of the most recent update shall be the date of publication. Continued use of services constitutes acceptance of the revised terms. Any modifications will be legally binding upon publication on TNE’s website or through written communication to the Client. Continued use of services constitutes acceptance of the revised terms.
15. ENTIRE AGREEMENT
15.1 Complete Understanding: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or understandings, written or oral.
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Published on March 09, 2025