1.  Scope of Agreement

This Agreement establishes the terms and conditions under which Provider will perform various managed IT, cybersecurity, and consulting services (“Services”) as described in one or more Statements of Work (SOWs), Service Orders, or Quotes, each of which shall reference this Agreement and be deemed incorporated herein.

2.  Term and Termination

  • This Agreement shall commence on the Effective Date and continue until terminated by either party as provided herein.
  • Termination for Convenience. Either party may terminate this Agreement, or any Statement of Work (SOW), Service Order, or Quote, by providing thirty (30) days’ written notice to the other This includes termination due to business sale, closure, or other valid business reasons.
  • Termination for Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach in reasonable detail.
  • Effect of Termination. Upon termination or cancellation of this Agreement, Client shall pay for all Services rendered up to the effective termination date, including any non-cancellable third-party costs incurred on Client’s behalf.
  • Early Termination Fee (ETF). If Client terminates Monthly Recurring Services prior to the expiration of a fixed contract term (e.g., 12 or 24 months), Client shall be responsible for an Early Termination Fee equal to the remaining balance of the term. The ETF shall not apply if termination is due to a documented service failure that Ntreks does not cure within thirty (30) days following written notice. For purposes of this section, a “documented service failure” means a material and repeated failure by Ntreks to meet performance standards defined in the applicable SLA, resulting in measurable service disruption or degradation.
  • Termination Upon request, Ntreks will provide commercially reasonable assistance to transition services back to Client or a third party. Such assistance shall be provided at Ntreks’ standard hourly rates.
  • For the purposes of this section, a “documented service failure” is defined as a material and repeated failure by Ntreks to meet the specific performance standards outlined in the applicable SLA (Service Level Agreement), which results in measurable service disruption or Such failure must be reported by Client in writing, including relevant details, dates, and impact, and must not have been resolved or mitigated by Ntreks within thirty (30) business days of receiving written notice.

3.  Services

Statements of Work. Services will be specified in SOWs or service orders, including the work to be performed, pricing, delivery timelines, and any assumptions or exclusions.

 

  • Change Changes to any SOW, Service Orders or Quotes must be agreed to in writing by both parties.

 

3.2  Monthly Recurring Services (MRS).

Certain services provided by Ntreks are delivered on a monthly recurring basis, as outlined in the applicable Statement of Work (SOW), Service Order, or Quote. These include, but are not limited to:

 

  • Helpdesk support
  • Endpoint protection
  • Remote monitoring and management (RMM)
  • Patch management
  • Backup and disaster recovery (BDR)
  • Email security and filtering
  • Security awareness training
  • vCISO advisory services

 

Monthly Recurring Services will automatically renew each month unless terminated in accordance with this Agreement. Any changes to quantities (e.g., number of users, devices, or locations) will be reflected on the following month’s invoice.

3.3  Service Level Agreements (SLAs).

Each SOW will reference the applicable SLA, which outlines the performance standards, response times, and resolution targets for the covered services. Ntreks shall use commercially reasonable efforts to meet or exceed these SLAs. In the event of repeated failures to meet defined SLA thresholds, Client may be entitled to service credits or pursue remedies as outlined in the SLA document.

4.  Fees and Payment

  • Provider will invoice Client as defined in the applicable SOW, Service Order or Quote (e.g., monthly, annually, or per project).
  • Payment Payments are due within 15 days of the invoice date unless otherwise stated. Late payments are subject to a 1.5% monthly interest.
  • Client is responsible for applicable taxes, excluding taxes on Provider’s income.

 

4.4  Monthly Billing.

For Monthly Recurring Services, Client will be billed in advance on a monthly basis unless otherwise stated in the applicable SOW, Service Order or Quote. Any overages, on-demand or time-based services (e.g., hourly work, project labor), will be invoiced in arrears.

4.5  Service Adjustments.

Changes to recurring service levels (e.g., user/device count) must be submitted at least five (5) business days prior to the next billing cycle to be reflected on that month’s invoice. Mid-cycle increases will be prorated; mid-cycle decreases will take effect in the following billing cycle.

5.  Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or confidential information disclosed by the other party (“Confidential Information”). This obligation shall continue for three

(3) years following the termination of this Agreement.

6.  Intellectual Property

  • Provider All pre-existing IP and tools developed by Ntreks during the engagement remain the sole property of Ntreks.
  • Client Client retains all rights to its data. Ntreks may use anonymized data to improve its services.

7.  Warranties and Disclaimers

  • Mutual Each party warrants it has the authority to enter into this Agreement.
  • Services Ntreks warrants that Services will be performed in a professional and workmanlike manner.
  • EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED.

8.  Limitation of Liability

  • Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or IP infringement, neither party shall be liable for indirect, incidental, or consequential damages.
  • Ntreks’ total liability under this Agreement shall not exceed the total amount paid by Client in the 12 months preceding the claim.

9.  Data Security & Compliance

  • Security Ntreks shall implement industry-standard safeguards for data protection.
  • Ntreks will comply with applicable laws and regulations (e.g., HIPAA, CMMC, SOC 2) as specified in the applicable SOW, Service Order or Quote.
  • Incident In the event of a data breach, Ntreks shall promptly notify Client and follow its incident response plan.

10.  Insurance

Ntreks agrees to maintain commercially reasonable insurance coverage during the term of this Agreement, appropriate to the scope and nature of the Services provided.

11.  Independent Contractor

The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties. Each party is solely responsible for the supervision, direction, control, wages, benefits, and taxes of its own employees and contractors. Neither party has the authority to bind or obligate the other in any way without prior written consent.

12.  Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemics, government order or regulation, war, terrorism, civil unrest, labor strike or lockout, infrastructure or utility failures, Internet service provider or cloud platform outages, or similar events beyond the party’s reasonable control. The affected party shall promptly notify the other party of such event and make reasonable efforts to mitigate the effects of the force majeure. Performance times shall be extended for a period equal to the duration of the delay caused by such events.

13.  Dispute Resolution

  • Informal Resolution. The parties agree to adopt the following procedures with respect to the resolution of any disputes or controversies which may arise from or in connection with this Agreement: In the event that one party believes that the other party has failed to perform any of its obligations under this Agreement, such party or its nominated representative shall promptly so notify the other party or its nominated representative in writing and request a performance review meeting. The nominated representatives or their designated representatives will discuss the issue and negotiate in good faith in an effort to resolve the dispute without any formal In the event that the parties are not able to resolve the issue by negotiation, they will submit the issue to mediation using a mediator they select. If they are not able to agree on a mediator, then each party shall select a mediator and the two mediators selected shall select a third mediator who will meet with the parties in an attempt to mediate the issue.
  • No arbitration or litigation for the resolution of such disputes may be commenced until the designated representatives have met and either party has concluded in good faith that amicable resolution through continued negotiation and mediation does not appear.
  • If any legal action or other proceeding is brought for the interpretation or enforcement of this Agreement, or because of an alleged breach, default, or other dispute in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, whether for negotiation, trial, appellate, bankruptcy, or other services, and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
  • This Agreement shall be governed by the laws of the State of Florida. Disputes will be resolved in the courts of Sarasota County, Florida.

14.  Miscellaneous

  • Entire This Agreement and any SOWs, Service Orders, Agreement, or Quote constitute the full agreement between the parties.
  • Any modifications to any Statements of Work, Service Orders, Quotes, or related Agreements governed by this MSA, must be made in writing and signed by both parties to be valid and enforceable.
  • Neither party may assign or transfer this Agreement, including any of its rights or obligations under any Statement of Work, Service Order, Quote, or related Agreement, to any third party without the prior written consent of the other party. Any attempted assignment in violation of this clause shall be null and void. This provision shall not restrict Ntreks from assigning this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.
  • All notices required or permitted under this Agreement must be in writing and delivered by hand, certified mail, recognized courier, or electronic mail (with delivery confirmation). Notices shall be deemed delivered upon receipt or confirmation of delivery. Notices must be directed to the addresses specified in this Agreement or such other address as either party may designate in writing. Notices to Ntreks can be sent to: support@Ntreks.com.
  • MSA Subject to The terms, conditions, and subjects of this Agreement may be updated by Ntreks at any time. All updates will be made available on Ntreks’ official website. Continued use of the Services after any update shall constitute acceptance of the revised terms.

15.  Recurring Service Terms

  • Unless otherwise specified in an applicable Statement of Work, Service Order, Quote, or related agreement, Monthly Recurring Services will automatically renew for a successive term equal in length to the initial term, under the same terms and conditions, unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.