This Master Service Agreement (the “Agreement”) is entered into between Hawesome Technologies, a Colorado corporation (“Provider”), and the entity or individual purchasing services from Provider (“Client”). Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
Provider is a technology service provider specializing in Managed IT Services, Cloud Solutions, Cybersecurity & Compliance, IT Consulting, and Hardware/Software Solutions. Client may engage Provider for these services through separate project agreements, statements of work, or service orders (each an “Addendum”) that supplement this Agreement.
1. DEFINITIONS
1.1. Addendum: A separate agreement or service order that details the specific services, products, or project scopes to be provided under the framework of this Agreement.
1.2. Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with either Party.
1.3. Confidential Information: All non-public information, including but not limited to personally identifiable information (PII), trade secrets, business operations, strategies, contract terms, vendor data, and pricing.
1.4. Deliverables: Specific work products, reports, or materials delivered to Client or created by Provider during the performance of services.
1.5. Initial Assessment: The evaluation of Client’s current systems, networks, and equipment conducted by Provider prior to the commencement of managed services.
1.6. Intellectual Property Rights: All patents, trademarks, service marks, copyrights, trade secrets, and other intellectual property rights recognized worldwide.
1.7. System: Client’s complete technology infrastructure, including but not limited to devices, hardware, software, networks, servers, and related components.
2. PROVIDER’S OBLIGATIONS
Upon execution of an Addendum, Provider shall:
a) Designate Primary Contacts: Provider will provide a tiered communication structure. Technical support requests should be directed to the Help Desk via established escalation protocols. Project-specific inquiries should be directed to the IT Director or Vice President. Account, billing, or contractual matters shall be directed to the Vice President.
b) Manage Subcontractors: Provider may utilize subcontractors to perform services, provided that such subcontractors are bound by requirements substantially similar to those in this Agreement. Upon Client’s written request, Provider will ensure subcontractors sign appropriate confidentiality and intellectual property agreements.
3. CLIENT’S OBLIGATIONS
Client agrees to:
a) Cooperation and Communication: Designate an authorized employee as a primary point of contact with the authority to make decisions. Client shall respond promptly to requests for direction, information, and approvals.
b) Legal Compliance: Obtain and maintain all necessary licenses and consents required for its business operations and comply with all applicable local, state, federal, and international laws.
c) System Access: Grant Provider remote access to the System via reputable third-party monitoring software. Client acknowledges that while Provider utilizes industry-standard tools, remote access carries inherent security risks that Provider cannot fully guarantee against. Client shall also provide reasonable physical access to premises and facilities when necessary.
d) Materials and Equipment: Ensure all equipment is in good working order and meets applicable legal and industry standards. Client must maintain active manufacturer warranties on all critical equipment and procure and maintain comprehensive cyber insurance coverage.
e) Marketing Communications: Permit Provider to send newsletters, technical tips, and security advisories to Client’s employees to facilitate proactive system protection and education.
4. TERM AND TERMINATION
4.1. Duration: Agreement shall have an initial term of one (1) year. Upon the expiration of the initial term, this Agreement shall automatically renew for successive one-year periods unless all services under all Addendums have been completed and the Agreement is terminated in accordance with this Section.
4.2. Termination for Cause: Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period, or if the other Party becomes insolvent, files for bankruptcy, or undergoes liquidation.
4.3. Early Termination by Client: If Client terminates this Agreement or any Addendum without cause, Client shall pay:
5. FEES AND PAYMENT
5.1. Standard Services: Fees for services are specified in each Addendum and are payable within thirty (30) days of the invoice date.
5.2. Out-of-Scope Work: Any services performed outside the scope of an Addendum, or services performed outside standard business hours (8:00 AM – 5:00 PM, Monday-Friday), on holidays, or necessitated by unauthorized modifications to the System, will be billed at Provider’s current hourly rates as published at hawesometech.com.
5.3. Taxes: Client is responsible for all applicable sales, use, excise, or other taxes levied by government authorities.
6. INTELLECTUAL PROPERTY
6.1. Deliverables: Upon full payment of all fees, Provider assigns to Client a non-exclusive, non-transferable license to use the Deliverables solely for Client’s internal business purposes.
6.2. Provider IP: Provider retains exclusive ownership of all its pre-existing intellectual property, methodologies, tools, and scripts used to perform the services. No other rights are transferred except as expressly stated herein.
7. CONFIDENTIALITY
Each Party shall:
8. WARRANTIES AND DISCLAIMERS
8.1. Limited Warranty: Provider warrants that services will be performed by qualified technicians in a professional and workmanlike manner.
8.2. Disclaimer: EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL SERVICES AND THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS."
9. INDEMNIFICATION
Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, damages, or expenses arising from:
10. LIMITATION OF LIABILITY
10.1. Excluded Damages: In no event shall either Party be liable for any loss of revenue, loss of profit, loss of data, or any consequential, incidental, indirect, or punitive damages, even if advised of the possibility of such damages.
10.2. Liability Cap: Provider’s total cumulative liability for any claims arising out of this Agreement shall not exceed the total amount paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.
10.3. Property Damage: Provider’s liability for physical damage to Client’s tangible personal property caused by Provider’s negligence shall be limited to the repair or replacement of the damaged property.
11. NON-SOLICITATION
Client agrees not to solicit, recruit, or hire any of Provider’s employees or subcontractors during the term of this Agreement and for a period of twelve (12) months following its termination. In the event of a breach of this provision, Client shall pay Provider a placement fee equal to fifty percent (50%) of the hired individual’s total annual compensation.
12. FORCE MAJEURE
Neither Party shall be liable for delays or failures in performance (excluding payment obligations) caused by circumstances beyond their reasonable control, including natural disasters, acts of God, war, terrorism, government restrictions, epidemics, pandemics, or labor disputes.
13. GENERAL PROVISIONS
13.1. Notices: All notices must be in writing and delivered to the addresses specified in this Agreement or a subsequent Addendum.
13.2. Entire Agreement: This Agreement, together with any Addendums, constitutes the entire agreement between the Parties and supersedes all prior discussions or representations.
13.3. Assignment: Neither Party may assign this Agreement without written consent, except that Provider may assign its rights to an Affiliate or a successor in interest via merger or acquisition.
13.4. Recording: Both Parties consent to the recording of telephone conversations and support sessions for training, security, and quality assurance purposes.
13.5. Governing Law and Venue: This Agreement is governed by the laws of the State of Colorado. The Parties agree that any legal action shall be brought exclusively in the courts of El Paso County, Colorado.
13.6. Jury Waiver: THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT.
13.7. Attorney Fees: In any legal proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs.
Provider Contact Information:
Hawesome Technologies
5525 N Union Blvd, Suite #200
Colorado Springs, CO 80918
