• The Managed Service Agreement, hereafter referred to as “The Agreement,”
• Between the signing business entity, hereafter called “Client,”
• And the professional technology services organization Bray-Pey Holdings, LLC.,
• d/b/a Maine Technology Group, hereafter called “Maine Technology Group” or “MTG”,
• And effective as of the date in the signed agreement,
• Becomes legally binding by both parties upon digital or signed approval.
The Agreement
This Master Agreement covers “broad scope” parameters, while specific Terms and Conditions will be contained within the Quoting Document. The Terms and Conditions of the Quoting Document combined with the parameters defined within the Master Agreement, form the body of The Agreement by which both Maine Technology Group and Client both agree to all terms of the Master Agreement and the Terms and Conditions of the Quoting Document.
It is understood that:
• Client desires to obtain the technical support services and IT management strategy offered by Maine Technology Group.
• Maine Technology Group has conveyed to Client an earnest effort quote for IT Managed Services, and/or products related to those services.
• Where the Terms and Conditions of the Quoting Document conflict with the terms of the Master Agreement, the specific terms of the Quoting
• Document will overrule the more general terms of the Master Agreement, but only where the terms conflict; all other terms of the Master Agreement still apply.
• Maine Technology Group hereby agrees and consents to be identified as the Client’s exclusive IT Managed Services Provider delivering the services detailed herein, during the entire term of The Agreement.
• Therefore, both Client and Maine Technology Group, in consideration of the conditions and covenants hereinafter described, do mutually agree upon the following:
Section 1. Agreement Parameters
The Agreement covers the managed endpoints, devices, professional IT services, license subscriptions and technical support work as explicitly defined in the Terms and Conditions of the Quoting Document.
Items that are not defined to be part of The Agreement, or are in the list of Exclusions, are considered NOT covered by The Agreement.
a. These items will either not be supported at all or will be covered at MTG’s discretion for fees in addition to the regular charges for The Agreement.
b. See Section 6 for a list of exclusions to The Agreement.
“Support”, as defined within The Agreement, is considered any of the following (singularly or in combination):
a. Remote or on-site help desk, technical support fixes, or advice/consultation of a technical nature.
b. Assistance to Client end users with specific issues or problems stemming from the legitimate use of covered technical equipment, services, or license subscriptions.
i. End users are defined as agents of Client, either directly or indirectly employed by Client, and authorized to engage MTG’s services in connection with a managed device, endpoint, or system.
ii. Non-authorized end users will not be allowed to initiate MTG services without clear permission from a Client-delegated decision maker.
iii. Designation of, and access to, authorized decision-makers is critical to MTG’s ability to manage Client’s IT infrastructure.
c. Maintenance of networks and endpoints managed by MTG.
1. Maintenance is defined as firmware, software and other operating system updates or patches, changes in operating parameters/settings – as determined by needs and best practices or Client request.
d. Other IT-derived elements, agreed upon in advance by both Client and MTG.
1. These will be defined and determined in a specific quoting document.
“Projects”, as defined within the Agreement, are considered any of the following:
a. Remote or on-site installation, configuration of new equipment, systems, services, or licenses or subscriptions.
b. Remote or on-site “onboarding” of Client services or satellite branch.
c. Migration of a portion of Client service from one platform to another; or from one vendor to another.
d. Professional services or consulting to develop new systems, methods, or infrastructure beyond what is already established and supported in The Agreement.
The Agreement will have defined parameters:
a. The Agreement will either be “one-time” – meaning it does not recur; or it will be “recurring” – meaning that the beginning of each month marks a “refresh” as described further below.
b. The Agreement will refer to units of measure – specifically hours of either support or project labor – and those units will either be set to a specific number, or will be “unlimited”, per month; or, in the case of one-time agreements, until the number of hours is reduced to 0.
c. Specific Work Roles (e.g., Support or Project) and Work Types (e.g., On-site or Remote) will be defined as “covered” in The Agreement.
i. Labor covered under The Agreement will be decremented from the hours available to The Agreement.
ii. Labor not covered under The Agreement will not decrement the hours available to The Agreement, and the hourly charge for such work will be invoiced as described further in this Master Agreement.
Section 2. Payment Obligations
Maine Technology Group will expect prompt payment for products and/or services rendered and invoiced to Client’s designated billing contact(s).
a. Professional services, including Support and Project labor, will be considered “billable” and invoiced ahead and/or after work is performed.
b. Products will be invoiced upon approved acceptance of proposed terms and pricing.
Maine Technology Group regularly invoices in the following manner:
a. Bill-ahead recurring invoicing:
i. Recurring invoices for services and additions detailed in The Agreement will be produced by Maine Technology Group’s finance department on the first (1st) day of each month in which the Client is considered covered by The Agreement.
ii. Invoices will continue to be generated monthly for the term of The Agreement.
b. Bill-behind non-recurring invoicing:
i. Invoices for technical support hours beyond, or outside of, what is considered “covered” within The Agreement.
ii. Invoices for Products or Expenses not covered within the Agreement.
c. Non-recurring professional services labor invoicing:
i. Invoices for Projects or other work where labor performed needs to be paid.
ii. This may be invoiced ahead of the work, after the work, or both.
d. Products and goods invoicing:
i. Invoices for technological goods, services, and/or licenses, purchased by MTG and re-sold to Client.
MTG will transmit invoices via electronic means (i.e., paperless) only.
a. Initial invoices are sent by email to the billing contact(s) designated by the Client, with a link to the online billing portal for payment.
b. Past invoices can be made available through the online customer portal, or by special request to MTG’s finance department.
Client must provide prompt payment of invoices through the billing portal.
a. Payment options include:
i. Direct bank account transfer (ACH or Automated Clearing House) is the preferred method.
ii. Credit card payments are accepted, with an additional convenience fee; this fee will be calculated as a percentage of the invoice total – the exact percentage dependent on the current credit card processing rates set by the payment processor and the type of credit card used. The exact rate will be shown to the Client during payment.
b. In the event where the Client’s payment is declined for any reason that is not incumbent on MTG, the Client will re-pay to MTG all charges incurred, including, but not limited to fees from the payment processor, MTG’s bank, and/or the Client’s bank or credit card company.
i. An additional fee of no less than $50 will be charged to re-process failed payment(s).
c. Unpaid or incomplete payments that are still owed beyond the invoice due date shall be assessed late fees of 3% of the unpaid balance.
i. MTG maintains a standard of payment due fifteen (15) days from transmission of invoice.
ii. Specifications for payment other than the standard fifteen (15) days must be agreed upon, in writing, by both parties.
d. Support and other professional services may be suspended if non-payment extends beyond 30 days of date due.
It is understood that services and managed devices described in The Agreement are considered a “snapshot” of the Client’s IT environment at the time of signed approval.
a. Services and/or managed devices in addition to those described in The Agreement will be added to The Agreement, and the monthly contracted fee will adjust accordingly.
i. Additional services will be quoted or otherwise communicated in writing to the Client decision maker prior to being added to the Agreement.
ii. Additional managed devices will be quoted or otherwise communicated to the Client decision maker prior to being added to the Agreement.
b. Client will be billed at the first of the month for the number of managed services and devices known and/or estimated to exist during the course of the month ahead.
It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be quoted and invoiced as distinct items.
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under The Agreement.
a. Client is responsible to pay any such taxes unless a valid exemption certificate is furnished to Maine Technology Group for the state of use.
Recurring agreements are subject to annual escalators, applied on the anniversary date of The Agreement.
a. Escalators are up to 5%.
b. The Quoting Document will explicitly state if The Agreement is subject to an annual escalator.
Section 3. Service Coverage
Managed IT Services clients can expect the following Standard Service Level Agreement (see Table 3.0).
a. The key parts of the SLA are the time it takes from an issue being reported, and the time to Respond, time until a Plan is formed, and time to Resolution.
b. These times are a guideline, based on historical performance by MTG.
i. Guaranteed SLA response times, if requested, will be part of the Quoting Document and made part of The Agreement.
ii. Respond, Plan and Resolve hours for MTG’s Standard SLA are calculated from Regular Business Hours (8:00 am-5:00 pm Monday through Friday) and not a 24-hour running clock.
iii. Premium SLA, including 24-hour response, are available upon request (not included in table below).
iv. Recognizing that there are outliers to almost any situation, and that a Res Plan or Resolution are not wholly in MTG’s control 100% of the time, percentages indicate the ability to achieve success on most tickets.
Support and Professional Services will be offered and available to the Client according to the rates specified in Table 3.1, unless otherwise specified in The Agreement.
a. Maine Technology Group offers Regular Remote and On-site services Monday through Friday, between 8:00 a.m. and 5:00 p.m., excluding published list of public holidays.
b. Maine Technology Group offers emergency technical assistance every day, including weekends and holidays.
i. Emergency technical assistance can be selected by calling our office (207) 692-0955 and choosing the emergency afterhours option from the phone menu.
ii. Emergency technical assistance may likely incur additional charges not covered by The Agreement.
A. These charges include higher rate than standard, as well as minimum amounts.
iii. Client end users calling for emergency technical assistance MUST be known authorized approvers of these charges -OR- otherwise obtain approval in a manner communicated directly with the on-call technician before any such work can begin.
c. Maine Technology Group offers 24/7/365 software monitoring of managed systems and services, as well as proactive resolution of generated alerts during business hours.
d. Support services are tracked, triaged, and responded to through MTG’s ticketing system.
e. Projects and other professional services are scheduled through our Project Management team.
f. Urgent matters are evaluated according to impact and scope of issue raised. See below for description of the decision matrix used for determining urgency.
i. Urgent:
Service not available (all users and functions unavailable).
ii. Important:
Significant degradation of service (large number of users or business critical functions affected).
iii. Normal:
Limited degradation of service (limited number of users or functions affected, business process can continue) -OR- Small service degradation (business process can continue, one user affected).
g. Evenings, weekends and published holidays impact response and resolution times. Premium SLA response timeframes are available to clients requiring 24/7 emergency response.
3.Maine Technology Group shall provide support of all hardware and systems specified in “Terms & Conditions” section of approved quote.
a. All software and licensing are assumed to be Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they may be excluded from this Service Agreement, until proper licensing conditions can be agreed upon.
b. Third Party Vendor Support Charges will be passed on to the Client after first receiving the Client’s authorization to incur them.
Travel time, as well as mileage, to and from Client site will be invoiced on the next month’s billing cycle at the rates specified in Table 3.1.
From time to time, Maine Technology Group may send its employees as authorized agents to Client’s site(s).
a. These on-site service appointments will be in pursuit of a given assignment; (reactive) support and/or (proactive) professional services work.
b. On-site work will be pre-arranged (either by MTG technicians or other administrative staff) and coordinated with the site contact for the Client.
c. MTG staff are directed to follow all safety and security protocols in accordance with the site and Client requirements.
i. Special safety and security protocols must either be communicated in advance during the scheduling process or made clear to the on-site technician upon arrival.
ii. It cannot be assumed that a given MTG technician is familiar with the safety and security protocols of each Client site if:
A. Said technician has no prior firsthand knowledge of the protocols, even if other technicians have.
B. Protocols have not been expressly communicated to the Technician.
iii. Client is responsible for providing a safe workplace free from harm to MTG staff during on-site service.
A. MTG staff are directed to remove themselves from Client sites if they feel their ability to perform work safely is in any way compromised.
d. On-site technicians do not lose agency nor be assumed to gain the responsibilities or obligations of Client staff; MTG staff remain the sole responsibility and management of Maine Technology Group during their time on-site, and will be directed in their actions and decisions by MTG.
e. On-site technicians will prioritize their task(s) according to the desired outcome of their given assignment.
i. Additional tasks that fall outside the scope of the assignment presented to the on-site technician may be given different priority and urgency, including, but not limited to:
A. Lowering of priority.
B. Return at a later time or date.
C. Splitting work to a different ticket.
D. Assignment to a different technician.
E. Falling outside the terms and parameters of The Agreement, and therefore not be covered by The Agreement.
Actual Liability Limitations
In no event shall Maine Technology Group be held liable for indirect, special, incidental, or consequential damages arising under this contract, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs. Maine Technology Group or its suppliers shall not be liable for any indirect, incidental, consequential, punitive, economic or property damages whatsoever (including any damages for loss of business profits, business interruption, loss of data or other pecuniary loss) arising out of this Agreement.
Service Operations Disclaimer
Client grants Maine Technology Group authorization to view any data within the regular routine of the repair or system improvement. Client also authorizes Maine Technology Group to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.
Section 4. Monitor and Remediate Services
Maine Technology Group will provide ongoing monitoring services according to the following:
a. Monitored devices and services will be designated as such in the approved quote for services as “MTG MANAGED…” and the applicable service or device type(s).
b. MTG will apply software monitoring to provide scale and efficiency to the services provided.
i. While such software monitoring is running around the clock, it is in no way implied or intended to state that MTG is manually monitoring Client systems nor responding to alerts 24x7.
ii. 24x7x365 monitoring, threat protection, and remediation are available under specific conditions and product offerings. When this is the case, it will be explicit in the terms of the agreement.
iii. Use of MTG’s automated remote management tools is fully understood to be a required and necessary part of the terms of The Agreement.
c. Remote “System Maintenance” and remediation of raised alerts will be performed during normal business hours.
i. In the event that the nature of a given alert falls outside of normal “System Maintenance” and into “Standard Support”, the technical services team will communicate this to the decision-making contact for the Client.
ii. In some cases, alerts are the result of hardware failure, and may necessitate repair or replacement. Repair and/or replacement may prompt a pause in work until approval from Client is given; this pause for approval may come in the form of additional quoted service work or parts.
Wherever MTG’s dual responsibilities of “support” and “security” are in conflict with the best interests of the Client or MTG, it will be brought to the attention of the Client at the earliest opportunity. Resolution of this conflict will be sought before proceeding with any work.
Section 5. Minimum Requirements
To retain Maine Technology Group’s managed services, Client must continue to sustain at bare minimum:
a. All Managed Servers, Workstations, Switches, Firewalls, and other computing and networking equipment with access to Client’s supported corporate environment, MUST be supported, or able to be supported, by the original manufacturer.
i. Client equipment that has aged beyond the point that the original manufacturer will no longer support or warranty the hardware does not fall under the provisions of the Agreement. Support work performed on such aged equipment may default to an “uncovered” hourly rate and MTG cannot make any promise as to the continued function, ability to source “same mode replacements” or replacement parts, or the continued use of the equipment.
ii. MTG will make every effort, either during onboarding/discovery or throughout the life of the Agreement, to identify any such equipment.
A. Client takes responsibility for disclosing the existence of significantly aged hardware at, or prior to, discovery.
B. Client will disclose as soon as able the warranty status of any managed devices (if known).
C. MTG will make best effort to identify the age of installed hardware on the network during discovery.
D. Warranty tracking for equipment either not purchased from MTG or during the term of the Agreement, does not necessarily fall under the terms of the Agreement.
b. All such must have compliant licensing, including supported operating systems, software, firmware, and requisite licensing for features being utilized.
i. Client operating systems, software, firmware, or licensing that has expired, or expired during the term of the Agreement, must either be renewed, replaced, or communicated to MTG as soon as the decision to do so has been made by Client.
A. Server Operating Systems, software, or firmware, that are no longer supported (i.e., have fallen outside of the “End of Support” or “End of Life” dictated by the original manufacturer) cannot be properly managed by MTG and present a serious security threat to Client.
B. MTG will bring any such unsupported items to attention of Client. When appropriate, MTG will present possible solutions for correcting the issue (i.e., best path for renewal or replacement or an extension to support).
C. Client must agree to address these non-supported items as soon as possible.
c. All administrative access, global and local passwords, and management of such must be accessible to MTG.
i. In the event that there is a valid concern why MTG should not have access to devices, systems or passwords, these items will be documented as to the actual scope of management under these limitations, contacts at Client site who have access, and MTG’s means of contacting when access is needed.
ii. If on-site access to a secure area is needed, the requirements for secure access (i.e., keys, access cards, codes, etc.) need to be communicated to MTG prior to access being needed.
iii. Clients requiring techs be accompanied, in whole or in part, by an authorized Client representative must make representative available at the designated time of On-site service.
d. All network data traffic must be protected whenever possible, and wireless data in the environment must be securely encrypted, without exception.
i. At a minimum, Client must utilize WPA2 encryption for wireless signals in a managed network.
A. Wireless networks using no encryption, WEP, or WPA must immediately be brought up to minimum standards or better.
B. Wireless networks encrypted with WPA2 (that meet the Advanced Encryption Standard) must have Wi-Fi Protected Setup (WPS) disabled and use a Pre-shared Key (PSK) of sufficient length to prevent compromise.
C. WPA3 is the preferred standard and should be used in a managed network that will support it sufficiently.
Section 6. Exclusions to Managed Services
The following are exclusions to The Agreement:
a. Any items that is not listed in “Terms & Conditions” section of approved Managed Services quote are not included in The Agreement.
b. Training or education for general or specific uses of technology (hardware, software, or services) are not included in The Agreement.
i. If Client has a request for remote or on-site training, it may be scoped out and separately quoted, either through MTG or a third-party offering.
c. Devices and systems owned by Client end users (laptops, printers, home networks) – especially those that are not managed by MTG – are not included in The Agreement, even if they are used for purposes of work done for the Client.
d. Work performed by a third party is not included in The Agreement.
i. MTG may work with a third party to enrich MTG’s product offerings and help align the Client with a vendor that provides services that MTG does not currently provide directly (such as cabling, web-site management, multi-function printer leasing).
ii. In such cases, MTG does not assume the responsibility of support for these provided services but will – at Client’s discretion – act as intermediary for that vendor.
e. Physical repair or support to a mobile data device, (cell phone, tablet, et.al.), telecommunications device or equipment, multifunction printer/copier, other non-computing office electronics, or any device that MTG does not routinely support or advertise as being supported by MTG are not included in The Agreement (unless otherwise specified).
i. For instance, these devices are regularly found on networks managed by MTG, but are not themselves managed: a copier/multi-function printer that is under a lease agreement, vending machines, security and attendance systems, internet-of-things (IoT) appliances, etc.
ii. In these cases, while MTG might have a part to play in the management of the device (insofar as it passes traffic across the network that MTG is managing), responsibility for the support and/or management of these devices does not fall under the terms of the Agreement.
iii. Such items must either be managed by the Client, third party, or MTG outside of the terms of the Agreement (and therefore subject to default “uncovered” rate).
iv. If an unsupported device or service can be fully replaced by a similar device or service regularly offered by MTG, then this will be offered to Client as a viable alternative for unsupported items.
f. Physical repair or support to a computing device that requires technical expertise or tools surpassing the exchange of tested “bad” modules for known “good” ones. Component-level repairs that require wiring, soldering, or other modifications at that tier, are not included in The Agreement.
i. In this instance, a “module” is considered a piece of equipment that is designed by the manufacturer to be swapped by a trained technician. A non-modular “component” (such as a soldered chip or piece installed at a factory with highly specialized equipment or environment) is not serviceable by MTG.
g. The repair or replacement of commodity items such as printer maintenance kits, toner, ink, paper, or any other consumables thereto, as well as incidental items such as cables, adapters, extenders, organizers, stands, batteries, peripheral devices, displays, etc. are not included in The Agreement (unless otherwise specified).
h. External domain registry or management, setup or registration of internet name servers, setup, testing, or troubleshooting of websites are not included in The Agreement (unless otherwise specified).
i. Delivery or troubleshooting of entertainment or personal applications and services such as Netflix, Pandora, Facebook, personal email, and other non-business uses of such are not covered by The Agreement.
i. The list of such services could be quite extensive; if inclusion of a service should be included in the Managed Services agreement, it should be explicitly outlined what services and what the business uses are for said services.
j. Direct support of third-party software or services are not covered by The Agreement; MTG does not support, implicitly or otherwise, any software that is not support by the software/service manufacturer/provider. Indirect support (i.e., support provided to assist third parties) of managed entities will usually fall under the normal support terms of The Agreement.
When Maine Technology Group adds to the list of items excluded, Client will be notified in advance of any changes that affect The Agreement.
Hardware Equipment Agreement:
a. Client agrees that all equipment provided to Client by Maine Technology Group via Lease, Hardware as a Service (HaaS) or Rental agreement will remain the sole property of Maine Technology Group, and that Maine Technology Group will retain 100% security interest.
i. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without express written permission of Maine Technology Group.
ii. Should this contract be terminated by either party, Client agrees to return the property listed in Proposal, or after acquired, to Maine Technology Group within 10 days after the final cancellation date.
A. Maine Technology Group has permission to take re-possession of MTG-owned equipment listed in The Agreement from the Client in event of contract termination.
B. Client agrees to compensate Maine Technology Group for expenses accrued during the recovery of re-possessed equipment.
C. Client agrees to render payment within 30 days of terminating agreement for any unpaid amount owed, or balance remaining on The Agreement.
iii. A buyout of equipment – as is – if agreed upon by both parties, may override any need to return equipment.
b. During the term of this Agreement, Maine Technology Group shall retain sole ownership of the administrative passwords, and shall not release these access credentials, until the full value of the Agreement is received.
c. Client agrees that equipment owned by Maine Technology Group is to be maintained solely by Maine Technology Group, without exclusion or exception.
i. Any tampering, repair attempt or service completed by Client or other party on the equipment listed in The Agreement will be identified as a material breach of security and the terms of The Agreement.
d. Loss Payee Requirement:
i. Client agrees to protect the interests of Maine Technology Group by insuring MTG-owned equipment against harm or loss.
A. Client agrees to make all logical and earnest attempts to keep equipment safe, secure, and protected while in their possession.
B. Client agrees to keep current insurance on Maine Technology Group equipment while in their possession and list Maine Technology Group as an additional loss payee and provide (and maintain) proof thereof.
C. Client further agrees to be responsible for any and all costs for the repair or replacement of equipment supplied and owned by Maine Technology Group should it be damaged or repaired by an unauthorized third party while in Client’s possession.
e. Should Client default on The Agreement, it is agreed that:
i. Maine Technology Group may repossess MTG-owned equipment without notice, upon breach of this agreement by Client.
ii. MTG may enter the premises at any time with the express purpose of removing any hardware owned by MTG.
iii. All efforts to recover MTG’s property will be deemed consensual and not a trespass.
iv. Client agrees to fully cooperate and will not interfere in any way, including but not limited to the involvement of law enforcement.
v. The hardware provided under The Agreement belongs solely to Maine Technology Group, which retains a 100% Security Interest.
Section 7. Confidentiality and Cohesion of Service
1. Maine Technology Group and its agents may use Client information, as necessary to or consistent with providing the contracted services and will use best efforts to protect against unauthorized use.
2. To fulfill Maine Technology Group's duties and responsibilities of maintaining network security and confidentiality, administrative passwords
will be retained by Maine Technology Group and not released to the Client or other third parties, without exclusion or stipulation.
a. The purpose of this restriction is to maintain the confidentiality and cohesion of our services, including network and administrative security.
i. MTG cannot fulfill the role of trusted partner in the security of Client's network and IT infrastructure if administrative access of any component is granted elsewhere.
b. In certain circumstances, access to IT infrastructure - in whole or in part - may be required exclusively by the licensing agreements for the tools and services used by MTG.
i. For example, a stipulation of SPLA server licensing requires MTG to restrict administrative access to any servers using that license solely to MTG.
c. Emergency "break-glass" administrative accounts can be setup for the client upon request.
i. This is with the understanding that use of such accounts is a last resort in an urgent situation and that usage of such an account is accompanied by immediate communication to MTG.
3. Upon the termination of The Agreement, and at the mutual accord of both Maine Technology Group and the Client, including payment of all sums due to Maine Technology Group, passwords and other administrative codes will be released to the Client or others at the Client's written direction.
4. At no point during the course of the Agreement will the Client's data, either exclusive existence, or duplication thereof, ever become the property of MTG.
a. This includes, but is not limited to, data backups, email messages, electronic documents, active directory information, employee or end user information, Client customer data (including sensitive data types like ePII, ePHI, eR), electronic financial records.
b. Maine Technology Group will never utilize or access such Client data, unless specifically directed to by, and under the direction of, an authorized Client entity.
i. Accidental access by MTG will be disclosed at the earliest opportunity (for example, in the normal course of servicing an endpoint an MTG employee is exposed to private health information belonging to a Client customer, MTG would inform the Client immediately to assess whether this constituted a breach of HIPAA privacy).
c. In any case where MTG comes into possession of Client's data (e.g., a hard drive belonging to Client), instructions for what to do with
said data will be requested.
i. Data destruction options, and any related costs, will be presented as well.
5. MTG reserves the right to utilize third parties in the delivery of services.
a. Any third-party vendor is fully vetted by MTG before entering into service.
b. Usage of a third-party vendor does not override, or render moot any part of the Agreement.
c. MTG does not attempt to hide or obscure the usage of third-party vendors.
i. Any "MTG branded" products provided by third-party vendors are done so with permission and under proper use instructions of all involved parties.
Section 8. Pre-Termination Cancellation Terms
1. The Agreement may be terminated by the Client, at any time, with thirty (30) days written notice, provided that Maine Technology Group has:
a. Failed to fulfill in any material respect its obligations under The Agreement and did not cure such failure within ninety (90) days of receipt of such written notice.
b. Breached any material term or condition of this Agreement and failed to remedy such breach within ninety (90) days of receipt of such written notice.
c. Terminated or suspended its business operations unless it is succeeded by a permitted assignee under The Agreement.
2. Client agrees that Maine Technology Group reserves the sole right to cancel The Agreement, at any time, with thirty (30) days written notification.
a. If thirty days is not enough time for Client to find a new provider, an addendum to the Agreement may be added if agreed on by both MTG and Client.
3. If the Client chooses to pre-terminate The Agreement, Maine Technology Group will assist the Client with the orderly termination of services, including timely transfer of the services to another designated provider, under the following stipulations:
a. Client will pay Maine Technology Group the actual costs of rendering such assistance.
i. Actual costs could include but are not limited to: Training, data transfer, license transfers or equipment de-installation.
b. Client will pay an Early Termination Fee to Maine Technology Group, under the following criteria:
i. All attempts to remedy Client's given reason for early termination have been exercised by MTG.
ii. Client still finds MTG has substantively failed to live up to the stipulations of The Agreement.
iii. Termination within Months 0 to 24 will require immediate lump sum payment equal to 50% of Remaining Agreement Value. Termination within Months 25-60+ will require immediate lump sum payment equal to 25% of Remaining Agreement Value.
A. Remaining Agreement Value will be determined as equal to the value of the most recent month's invoice projected forward to the last month of the originally approved agreement.
iv. Failure to pay the Early Termination Fee may delay the timely and orderly transfer of services away from MTG.
c. In the event of pre-termination, Maine Technology Group shall use any and all remedies under the law, to protect any equipment or intellectual property provided in The Agreement.
Section 9. Service Conduct Definitions
1. Client in no way, may solicit, inquire, or otherwise arrange employment, contract, or covenant, either direct or indirect, with an employee of Maine Technology Group, during the term of The Agreement and surviving for a period of one (1) year after an employee is employed by Maine Technology Group.
a. In the event of a breach of this clause, Maine Technology Group will be entitled to punitive damages, including, but not limited to, the full remaining value of The Agreement and may cancel all provided services, licenses, and obligations by virtue of a breach hereto.
2. During the term of The Agreement, no subsidiary technology service provider, contractor, or individual human resource, either by invitation or by solicitation, may be allowed to investigate, scope, or diagnose Client's technology, network, hardware, or managed infrastructure, in part or in whole.
a. In the event that MTG learns of such, it will be considered a "Material Breach" of The Agreement.
i. In accordance with the terms set forth herein, Maine Technology Group has sole right to execute on such a breach by any available legal remedies.
b. In the event that a legal entity or firm has been solicited to investigate, scope, or diagnose Client's technology, network, hardware, or managed infrastructure, in part or in whole, Client must immediately notify and request the assistance of Maine Technology Group.
i. Supporting documentation, including subpoenas or legal service notifications, may be requested, to assert the nature of the network investigation, and ensure that proper access is provided and scheduled for compliance.
c. In the instance where a Client maintains a resource in any way responsible for the co-management of the managed network:
i. Client will agree to make clear this expectation before the commencement of the Agreement.
ii. Client will set clear parameters as to the division of labor to the co-managing resource.
ii. The co-managed relationship will be stipulated in writing to MTG and which parts of the Agreement are overridden (drawing attention to specific sections and paragraphs of the Agreement).
Section 10. Jurisdiction and Venue of Enforcement
1. The Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Maine. Jurisdiction and Venue shall exclusively lie in the County of Kennebec. It constitutes the primary Agreement between Client and Maine Technology Group for the services outlined herein.
2. This Agreement can be modified by a signed written Addendum by both parties.
3. If any collection action, litigated or otherwise, is necessary to enforce the terms of The Agreement, Maine Technology Group shall be entitled to reasonable attorneys' fees and costs in addition to any other relief to which it may be entitled.
4. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
5. Maine Technology Group is not responsible for failure to render services due to circumstances beyond its control including, but not limited
to, acts of God, natural disasters designating a commercially identified Force Majeure event, actions of Client or anyone that Client may grant access to environment.
Section 11. Acceptance of Terms and Conditions
1. The Agreement covers those services and equipment listed in all Appendices, or as modified with an Addendum or Amendment which may result in an adjustment to the Client's monthly charges.
2. Should the Client wish to acquire additional equipment or services and wants Maine Technology Group to provide service, prior approval from Maine Technology Group must be obtained and endorsed exclusively.
3. The undersigned, for value received and hereafter valuated, hereby unconditionally guarantee(s) to Maine Technology Group full payment of all sums due and owing, pursuant to the terms indicated.
A copy of this Master Services Agreement may be found at:
https://www.mainetechgroup.com/managed-service-master-agreement/
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