Master Service Agreement

1. Services

Provider agrees to provide information technology services as described in applicable Statements of Work ("SOW") or Service Orders executed by both parties. Services may include but are not limited to:

• Private cloud infrastructure hosting
• Managed IT services and support
• Network design and implementation
• Security and compliance consulting
• Disaster recovery and business continuity

2. Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term as specified in the applicable SOW. The Agreement will automatically renew for successive periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

Either party may terminate this Agreement for cause upon thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

3. Fees and Payment

Client agrees to pay all fees as set forth in the applicable SOW or Service Order. Unless otherwise specified:

• Recurring fees are invoiced monthly in advance
• Payment is due within thirty (30) days of invoice date
• Late payments may incur interest at 1.5% per month
• Provider may suspend services for accounts more than 30 days past due

4. Service Level Agreement

Provider commits to the service levels specified in the applicable SOW. Standard infrastructure services include a 99.9% uptime guarantee. Service credits may be available for verified outages exceeding the agreed-upon service levels, subject to the terms of the specific SLA.

5. Client Responsibilities

Client agrees to:

• Provide accurate and complete information necessary for service delivery
• Maintain appropriate security practices for accounts and credentials
• Comply with all applicable laws and regulations
• Not use services for illegal purposes or to harm others
• Promptly notify Provider of any security incidents

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to third parties except as necessary for the performance of this Agreement or as required by law.

7. Data Protection

Provider will implement and maintain appropriate technical and organizational measures to protect Client data. For clients subject to specific regulatory requirements:

• SOC 2: Annual SOC 2 Type II reports are available upon request

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Provider's total liability shall not exceed the fees paid by Client in the twelve (12) months preceding the claim
• Neither party shall be liable for indirect, incidental, special, or consequential damages
• These limitations do not apply to breaches of confidentiality, indemnification obligations, or willful misconduct

9. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any claims, damages, or expenses arising from: (a) the indemnifying party's breach of this Agreement; (b) the indemnifying party's negligence or willful misconduct; or (c) the indemnifying party's violation of applicable law.

10. Intellectual Property

Each party retains all intellectual property rights in its pre-existing materials. Any custom developments created specifically for Client under this Agreement shall be owned by Client, subject to Provider's retained rights in any underlying tools, methodologies, or pre-existing materials.

11. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, government actions, or failures of third-party infrastructure.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes shall be resolved in the state or federal courts located in Broward County, Florida.

13. Amendments

This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.

14. Entire Agreement

This Agreement, together with all SOWs, Service Orders, and attachments, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter herein.