This Master Service Agreement ("Agreement") is entered into by and between TechNet New England LLC ("TNE"), a Massachusetts-based limited liability company located in Chicopee, MA, and the Client identified in the applicable Statement of Work ("SOW"). This Agreement governs all services provided by TNE and incorporates any attached exhibits.

Exhibit A – Scope of Services (Plan-Specific)

Thank you for selecting a managed services plan from TechNet New England LLC. The following scope of services applies to the plan referenced in your active quote, proposal, or Statement of Work (SOW), such as Essentials, Secure, or other named service tiers.

A.1 Service Availability

Services are provided Monday through Friday, from 8:00 AM to 5:00 PM EST, excluding holidays observed by TechNet New England LLC (TNE). Any work performed outside these hours or during holidays is considered out of scope and billed according to Exhibit B.

A. 2 Pre-Conditions for In-Scopes Coverage

The following criteria must be met by the Client to maintain In Scope coverage. Failure to meet these criteria may result in services being considered out of Scope:

 

1. All networking equipment (firewalls, switches, security appliances) must be manufacturer-supported and under a current support contract.

2. Client must maintain valid vendor support contracts for any third-party software to be supported by TNE (e.g., QuickBooks, Sage, Dynamics, CRM, In-House solutions)

3. Workstations must be under 5 years old, and servers under 7 years old.

4. Devices that exceed this age may be supported on a best-effort basis and billed as Out of Scope.

5. The Client must maintain active vendor support agreements for any software or hardware requiring vendor involvement. TNE is not responsible for delays caused by unsupported products.

 

Failure to meet the pre-conditions may result in TNE declining support for affected systems or charging out-of-scope rates for any attempted remediation.

 

A. 3 Out of Scope Services

The following services are considered out of scope unless explicitly included in a separate agreement:

1. Installation of equipment not purchased from TNE.

2. Projects that are break/fix (e.g., system upgrades, major network configuration, IT closet organization, requests outside of scope) 

3. Support or maintenance of services, hardware, or software not provided by TNE (we may interface with the vendor for basic support)

4. Network cabling or low-voltage work.

5. Printer, copier, or multifunction hardware repairs

6. Phone system installation, replacements, or maintenance for systems not provided by TNE.

7. Specialty software support (e.g., In-House systems/software/hardware, CRM systems, Sage); vendor support contract is required for assistance.

8. Any PC over 5 years old, any server over 7 years old, or any other hardware/software that is end-of-life or unsupported by the manufacturer.

9. Any service, support, or project not specifically listed as In Scope or covered by an active service plan.

 

A.4A Supported Tools Requirement for Liability Coverage

TNE’s ability to provide reliable service depends on the use of TNE approved tools and platforms. Full support and liability coverage apply only when the Client uses, or provides TNE with full access to, the following systems:

1. A TNE approved RMM, or the Client’s RMM with unrestricted access for TNE

2. TNE approved antivirus, EDR, and endpoint security

3. TNE approved patching and update tools

4. TNE approved backup platforms

5. TNE approved firewall and logging systems

6. TNE approved cloud identity and security configurations

7. TNE may suspend or refuse service for systems that do not meet these requirements until the Client adopts the required tools.

 

If the Client does not use these systems, or limits TNE’s access to them, all services revert to best effort and TNE has no liability for outages, security incidents, or failures.

 

A. 4 Billing Reconciliation

Tickets generated by the client or TNE’s systems will be billed in accordance with Exhibit B. Credits will be applied monthly for time spent on In-Scopes services. Out-of-scope services will be billed separately. Time is rounded to the nearest 15-minute increment. Remote support has a 15-minute minimum per ticket; onsite support has a 60-minute minimum.

 

TNE can begin working on tickets without client management approval unless the client formally restricts this authorization.

 

All support is provided under our Service Level Objectives (SLOs). Any service not explicitly listed as In Scope is considered Out of Scope and will be billed separately.

 

A. 5 Licensing Responsibility:

 

All licensing costs are considered billable in full and nonrefundable once provisioned. These include Microsoft 365, antivirus, endpoint backup, and DNS filtering. If service is terminated before the license term ends, the Client remains financially responsible for the full license period. Any license costs paid upfront by TNE will be invoiced and due prior to offboarding or account transfer.

 

Licenses will not be released or transferred until all related invoices are paid in full. Requests for license release without payment will be denied without further obligation from TNE.

 

For questions or upgrades, please contact your Account Manager

 

1. Services Provided

 

1.1 TNE shall provide managed services, cybersecurity endpoint, and infrastructure support and consulting in accordance with this Agreement and any applicable SOW or proposal.

 

1.2 The Client agrees to provide timely access to personnel, equipment systems, and facilities necessary to perform services.

 

1.3 TNE may update this Agreement with thirty (30) days’ written notice via email or public posting. Continued use of services after the notice period constitutes acceptance.

 

1.3A Consulting and Advisory Engagements

 

In addition to managed services, TNE may provide consulting, advisory, or project-based services as defined in an Engagement Letter or SOW. Unless explicitly included in a managed service plan, such consulting engagements do not include ongoing monitoring, automated system management, or service-level obligations and will be billed per Exhibit B at applicable hourly rates. TNE is not responsible for end-to-end IT operations unless the Client is under an active managed service plan.

TNE is not liable for outcomes or incidents in environments where the Client does not use TNE approved tools or declines recommended platform requirements.

 

2. Scope of Services

 

2.1 The scope of services shall be as defined in Exhibit A and applicable SOWs. TNE may use subcontractors while remaining accountable for quality. TNE will make all reasonable efforts to resolve service issues remotely before scheduling any on-site visit unless on-site presence is deemed immediately necessary for resolution or security.   

 

2.2 Services are provided in-scope during defined business hours (M-F 8 am–5 pm EST). All out-of-scope or off-hours support is billed per Exhibit B.

 

2.3 TNE reserves the right to inspect and assess systems prior to onboarding. Unsupported legacy or non-compliant devices will be excluded from in-scope service and may be serviced on a best-effort basis only.

 

2.4 Services will be considered accepted five (5) business days after TNE confirms service readiness unless Client provides written notice of material issues. This date shall be considered the Acceptance Date.

 

2.5 TNE will make all reasonable efforts to resolve issues remotely before dispatching an on-site technician, except where a security incident, system failure, or client business requirement necessitates immediate on-site action. This practice applies to all in-scope and out-of-scope work described in Exhibit A.

 

2.6 For support requests, TNE technicians will primarily communicate by email, which serves as the main method of documentation and correspondence. Clients and end users will receive email notifications for every ticket created and for each response or update made by either party. TNE may also contact the client by phone, especially for urgent or complex matters, but email remains the primary communication channel for service logging and updates. The Client must ensure that designated personnel monitor email communications related to ticket updates.

 

2.7 TNE may use automation tools, including AI-based systems that do not access confidential data without prior consent. The Client agrees to notify TNE in writing if use of such tools is prohibited under internal policy or regulation.

 

2.8 AI and Automation Tools

 

TNE may use AI-based tools, monitoring systems, and automation platforms to diagnose, report, or remediate issues as part of service delivery. TNE will not process confidential Client data via AI systems without prior approval. Client acknowledges that such tools may influence recommendations or actions taken and agrees that limitations or errors of AI-based systems do not constitute negligence unless resulting directly from TNE’s failure to follow standard published practices.

 

 

3. Fees and Billing

 

3.1 Payment Schedule: Payment for onboarding and the first month of service is due upon signing of this Agreement. Thereafter, monthly service fees are due in advance on the first day of each calendar month.

 

3.2 An onboarding fee equal to one month of the selected service plan will be charged, unless explicitly excluded in writing in the applicable quote, proposal, or SOW. This covers audits, documentation, credential setup, and any required site visits.

 

3.3 Clients on monthly plans receive unlimited in-scope services. Clients using time-and-materials billing will be charged hourly per Exhibit B

 

3.4 Requested service tier changes will take effect at the beginning of the next billing cycle unless agreed otherwise.

 

3.5 All billing and scope changes will be documented in an addendum or revised SOW.

 

3.6 All payments must be made via ACH or credit card. TNE does not accept checks as a valid form of payment. All payments must be made in United States Dollars (USD), regardless of any changes in the Client's local currency or business location. All hourly and recurring charges are subject to applicable Massachusetts tax laws.

 

Refunds for overpayments must be requested in writing within 90 days of the invoice date. TNE reserves the right to apply credits for future invoices instead of issuing a cash refund.

 

3.7 Late Payment Interest

 

Invoices not paid by the due date will incur interest at 1.5% per month (18% per annum) or the maximum allowed by law, whichever is less.

 

3.8 License Billing and Ownership

 

Licenses procured and managed by TNE remain under TNE’s control until they are paid in full. License fees are billed in advance and are non-refundable. Early termination does not relieve the Client of responsibility for remaining license costs unless explicitly waived in writing. TNE will coordinate license transfers or releases upon full payment.

 

3.9 TNE may adjust rates annually by up to 10 percent (10 percent) or in alignment with changes to the Consumer Price Index (CPI), whichever is greater. Any adjustment will be communicated to the Client at least thirty (30) days in advance and will take effect on the next billing cycle. Continued use of services after the notice period constitutes acceptance of the updated rates.

 

3.9A Extraordinary Cost Adjustments

 

In the event of significant cost increases from third-party vendors, platform licensing escalations, or regulatory changes directly affecting service delivery (including licensing, data storage, security tools, insurance, or compliance requirements), TNE may adjust pricing outside the normal annual cap to ensure service continuity. Any increase will be limited to the change in third-party costs and will be communicated to the Client at least 30 days in advance.

 

3.10 Retainer-Based Engagements

 

For consulting or advisory engagements initiated under a retainer model, the corresponding monthly retainer covers a specified number of hours or tasks. Work performed beyond the retainer scope is billed per Exhibit B. Retainer engagements do not constitute fully managed services and do not include proactive monitoring, automated remediation, or priority response unless explicitly defined. Retainers can be converted into a managed services plan through a mutually signed SOW or updated Engagement Letter.

 

4. Client Responsibilities

 

4.1 Maintain a Stable Environment

 

The Client is responsible for maintaining a supported and stable IT environment, which includes:

 

• Workstations are no older than five (5) years.

• Servers are no older than seven (7) years.

• Business-class equipment (not consumer-grade)

• Supported operating systems and software versions.

• Valid licenses for all third-party applications (e.g., Microsoft, Adobe)

• Restricting administrative privileges to TNE and designated personnel authorized by mutual written agreement.

• A single “break-glass” account may be assigned to the Client for emergency use only. If the Client maintains an internal IT team, additional access may be granted upon documented request and based on least-privilege principles with TNE’s written approval.

• Client must notify TNE in writing before any third party makes changes to systems managed by TNE. TNE is not responsible for issues that arise from unannounced third-party work.

• The Client agrees to maintain a working internet connection, functional backup power (if applicable), and vendor support contacts where required to enable TNE to deliver services effectively.

 

4.2 Onboarding and Offboarding Notice

 

Client must provide at least two (2) business days’ notice for staff onboarding or offboarding to ensure secure access control.

 

4.3 Facility and Network Access

 

Client must grant TNE necessary access to facilities, systems, and networks. TNE may disclaim responsibility for service delays caused by insufficient access.

 

4.4 Cybersecurity Insurance

 

Client must maintain active cybersecurity insurance that includes coverage for breach, ransomware, and liability. This policy must include third-party liability coverage and explicitly list IT service providers as covered vendors.

 

4.5 Acceptable Use

 

Client agrees not to use TNE’s services to transmit, store, or distribute any illegal, obscene, defamatory, or discriminatory content. TNE reserves the right to suspend services upon detection of such activity.

 

4.6 Service Reviews

 

Client agrees to participate in quarterly service reviews to assess performance, address concerns, and adjust strategy. TNE will document and share notes and action items.

4.7 Cooperation During Onboarding

 

Client acknowledges that onboarding timelines depend on timely cooperation. Delays in documentation, credentials, or prior provider handoff may impact setup. TNE may charge additional fees if forensic recovery or significant reconfiguration is required.

 

4.8 Authorization to Manage Cloud Services

 

Client authorizes TNE to act as administrator on platforms including, but not limited to, Microsoft 365 and Google Workspace. This includes provisioning accounts, assigning licenses, adjusting settings, and maintaining stability. Client retains full ownership of data unless agreed otherwise.

If Client retains or requests administrative-level access, TNE is not responsible for misconfigurations, outages, or security issues resulting from Client actions.

 

4.9 Revocation of Access

 

If Client intends to revoke TNE's administrative access to any managed system, formal notice must be submitted in writing via certified mail or courier at least ninety (90) calendar days before the requested date. Verbal or email notices are not accepted.

 

If access is revoked or restricted without notice, TNE is not responsible for disruptions, reduced protections, or noncompliance due to insufficient access.

 

4.10 Credential and Security Responsibility

 

The client is responsible for enforcing secure access practices. This includes avoiding shared credentials, enforcing multi-factor authentication, and following password hygiene recommendations. TNE is not liable for incidents arising from credential misuse or administrative actions taken by the Client.

 

The Client agrees to notify TNE immediately upon discovery of any suspected account compromise or credential leakage.

 

4.11 Audit and Regulatory Notification

 

The Client agrees to notify TNE of any audits, compliance reviews, or regulatory inquiries that involve IT systems within 30 business days. TNE will assist as needed within the scope of active agreements.

 

4.12 Limitations of Technology

 

The Client acknowledges that certain technologies may be incompatible or unsupported, and TNE may be unable to monitor, manage, or patch them. Vendor updates, patches, and definitions are outside of TNE’s control. TNE is not responsible for service interruptions caused by such updates or incompatibility.

 

4.13 Internal/Third-Party Liaison

 

If the Client designates an internal or third-party advisor (e.g., external consultant, partner, or employee) to work alongside TNE, the Client remains fully responsible for system stability, security, and decision-making authority. TNE is not liable for misconfigurations, delays, or disruptions caused by such individuals unless actions are directly performed by TNE staff. The Client must ensure that internal advisors comply with security, documentation, access control, and acceptable use standards defined in this Agreement.

 

4.14 Shadow IT, Unsupported, or Unmanaged Systems

 

TNE is not responsible for issues, security incidents, performance degradation, or data loss that result from the use of hardware, software, cloud services, or configurations not explicitly approved, deployed, or managed by TNE ("Shadow IT"). Any assistance provided for such systems is considered out of scope, billed at hourly project rates, and offered strictly on a best-effort basis.

TNE is not liable for any incident, outage, breach, performance issue, or data loss that occurs when the Client chooses not to use TNE approved RMM, security tools, licensing platforms, monitoring systems, or backup solutions. If the Client declines these tool sets, TNE’s responsibility is limited to advisory services, and all work is provided on a best effort basis with no liability for outcomes.

TNE provides no service level guarantees for systems that do not meet supported tool requirements or for any device categorized as Shadow IT.

 

  

5. Confidentiality & BAA

 

5.1 Both parties agree to maintain strict confidentiality of proprietary, sensitive, or non-public information obtained during the term of this Agreement.

 

5.2 If the Client is a HIPAA Covered Entity or Business Associate, this Agreement incorporates a Business Associate Agreement (BAA) by reference. TNE does not process Protected Health Information (PHI) as a core function of its services, but incidental access may occur while providing support or technical services in such cases:

 

1. TNE will use reasonable and appropriate safeguards to protect PHI.

2. TNE will not use or disclose PHI other than as permitted by law and this Agreement.

3. TNE agrees to report any known unauthorized access or disclosure of PHI.

4. TNE may rely on subcontractors to fulfil their duties; such parties will be held to equivalent confidentiality standards

 

The BAA survives termination of this Agreement as required by law.

 

5.3 This clause serves as a default BAA and is binding unless the Client requests and both parties agree to a separate BAA document. No additional signature is required. If the Client requires a separate, signed BAA, TNE will provide one upon request. In the absence of such a request, this section shall remain binding.

 

5.4 Confidentiality obligations survive for three (3) years following the termination of this Agreement or as otherwise required by applicable law.

 

 

 

5.5 Data Residency and Sovereignty

 

TNE will not move or store Client data in regions outside the United States unless explicitly agreed in writing. It is the Client’s responsibility to notify TNE of any regulatory requirements related to data residency or sovereignty. Failure to disclose such requirements releases TNE from all liability related to non-compliance or cross-border data transfers.

TNE is not responsible for compliance failures caused by data residency requirements that were not disclosed by the Client in writing.

 

6. Intellectual Property

 

6.1 All documentation, automation, scripts, and processes created by TNE remain its property. The Client receives a non-exclusive license for internal use during the term of service.

 

6.2 Client data remains the sole property of the Client.

 

6.2A Tangible Property Rights

 

Authorization to use any software or hardware provided by TNE to the Client provides a personal, non-exclusive, limited, non-transferable, and temporary license. All rights are reserved. The Client may not republish, transmit, distribute, sell, lease, sublet, or make any unauthorized use of TNE property. Modification of such materials or use for any purpose not authorized by TNE is prohibited. The Client agrees to maintain in good physical and working order any hardware, software, or other tangible items belonging to TNE that are installed, lent to, leased to, or otherwise in the Client’s possession. In the event of damage, theft, modification, defacing, loss of, or any acts beyond “normal wear,” the Client will be responsible for reimbursing TNE for repair or replacement at fair market value, payable immediately upon request.

 

6.2B Work Product

 

Any (a) work of authorship fixed in any tangible medium that is subject to copyright, (b) unpatented inventions, including parts, components, processes, techniques, programs, or methods, (c) non-trademarked or non-service-marked distinctive symbols, pictures, or words, (d) hardware or software provided by TNE, (e) trade secrets, or (f) any other copyrightable, patentable, or trademarkable intellectual property developed by TNE, whether independently or jointly with the Client, during the term of this Agreement (“Work Product”) shall belong to TNE. The Client and its successors shall retain a non-exclusive, non-transferable, royalty-free license to use the Work Product solely for internal business purposes during and following the term of this Agreement. The Work Product may not be disclosed, distributed, sublicensed, resold, or used by any third party or unrelated entity without TNE’s express written consent.

 

6.3 All data created or stored on the Client’s systems or cloud services remains the property of the Client. TNE will not access or disclose such data except as required to perform services. Upon written request, TNE will provide reasonable access or export of data, contingent upon full payment of outstanding invoices.

 

6.4 TNE requires MFA, strong password policies, and limited administrative access to ensure data security. If the Client disables these protections or allows insecure practices, TNE shall not be held liable for breaches or data exposure. If the Client disables MFA or bypasses identity protections, TNE is not responsible for credential-based attacks, unauthorized access, or compromised accounts.

  

7. Acceptable Use

 

7.1 Client will not use TNE services for any unlawful or malicious purpose. TNE reserves the right to terminate services in case of misuse.

 

 

 

8. Cybersecurity & Compliance

 

8.1 TNE implements industry-standard cybersecurity best practices in its internal operations and provides guidance to clients accordingly. However, implementation of security measures (such as MFA, backups, endpoint protection, email filtering, DNS filtering, conditional access, etc.) is dependent on the Client’s selected service plan or a separately paid engagement. While recommendations may be shared at no cost, full implementation requires the Client to maintain a managed services plan or authorize project-based work.

 

8.2 TNE is not liable for security incidents or regulatory noncompliance resulting from rejected recommendations, failure to implement controls, or third-party platform limitations.

 

8.3 Product warranties are the responsibility of the original manufacturer. TNE does not offer or imply warranties for any third-party software, services, or hardware.

 

8.4 Client Noncompliance with Security Standards: If the Client declines, delays, or fails to implement recommended controls or security configurations, TNE shall not be held liable for any resulting data breaches, interruptions, compliance violations, or financial losses. The Client accepts full responsibility for risks associated with their decisions.

 

The Client agrees that deviation from these recommendations voids any implied compliance with regulatory frameworks (e.g., HIPAA, PCI-DSS).

 

8.5 Security hardening recommendations are considered advisory unless otherwise included in a paid engagement. If rejected, documentation will reflect the Client’s decision to assume the associated risk. TNE shall not be deemed a guarantor of security, regulatory compliance, or uninterrupted operations. The Client acknowledges that no security measure is infallible and accepts the associated risks.

 

 

 

8.6 Security Monitoring and Vulnerability Scanning Authorization

 

The Client authorizes TechNet New England, LLC (“TNE”) to perform ongoing security monitoring, vulnerability scanning, exposure analysis, and related defensive operations across all systems, devices, networks, cloud services, and infrastructure that are included under this Agreement, applicable Statements of Work, or recurring service plans.

 

These activities are considered part of TNE’s managed service offering and may be conducted using internal or third-party platforms without requiring additional agreements, unless expressly required by law or a third-party vendor. In such cases, the Client agrees to provide consent in the format reasonably requested by TNE.

 

This authorization includes the right to perform authenticated and unauthenticated scans, log analysis, configuration assessment, and related actions necessary to identify, assess, and report on security risks within the Client’s environment.

 

Penetration testing, exploit-based validation, or intrusive testing methods are not included under standard monitoring and will only be performed with the Client’s prior written approval.

 

This clause does not obligate TNE to modify, remediate, or assume responsibility for any systems, applications, devices, or services that are not under its management or otherwise out of scope as defined in this Agreement or applicable Statements of Work.

 

8.7 Incident Response Limitations

 

TNE will provide reasonable assistance during cybersecurity incidents within the limits of the Client’s selected service plan. TNE is not liable for damages, lost revenue, regulatory penalties, or third-party claims arising from cybersecurity events, breaches, attacks, malware, phishing, or other threats, even if occurring during active service delivery, unless such event results directly from TNE’s gross negligence. Remediation, forensic recovery, legal response, or compliance reporting services are not included under standard managed services and will be billed separately.

 

8.8 Client-Directed Changes or Declined Recommendations

 

If Client directs TNE to modify, omit, or disable recommended configurations, security protections, or best practices, or declines upgrades, patching, architecture changes, or other technical recommendations, Client assumes all risk for resulting outages, vulnerabilities, data loss, compliance failures, or operational issues. TNE will document such decisions, which serve as risk acknowledgments.

 

8.9 Client Cooperation During Incident Response

 

The Client must make necessary personnel and access available immediately during a security incident requiring urgent action. Failure to provide timely cooperation or access may limit TNE’s ability to respond, and TNE is not responsible for resulting delays, damages, or losses.

8.10 Liability Exclusion for Unsupported Tools and Declined Platform Requirements

TNE is not responsible for missed alerts, failed patches, undetected compromises, backup failures, or security incidents if the Client:

 

• Does not adopt the recommended RMM or does not provide full RMM access.

• Uses antivirus, EDR, or cybersecurity tools not approved by TNE.

• Uses unsupported firewalls or unsupported operating systems.

• Rejects or delays recommended platform changes.

• Uses monitoring or alerting tools not configured to TNE specifications.

• Deploys third party tools or scripts without TNE approval.

• Alters configurations without notifying TNE.

If required tools are not adopted, TNE provides advisory support only and assumes no liability for resulting incidents or damages. Client assumes full responsibility and liability for all outcomes related to unsupported environments and declined tools.

 

8.11 Emerging Technologies and Unsupported Platforms

The Client acknowledges that certain technologies, platforms, or custom systems, including generative AI, blockchain systems, experimental software, unsupported internal tools, or emerging technologies, may introduce risks that fall outside standard IT best practices. TNE is not responsible for ensuring security, regulatory compliance, stability, or uptime for such technologies unless expressly included in a paid engagement. Any assistance provided for these environments is best effort and billed as out of scope. Emerging technologies are treated as unsupported systems under Sections 4.14, 8.10, and 11.2A.

 

9. Backups & Data Recovery

9.1 Backups are a mandatory component of all managed services. TNE will configure and manage secure automated backups for supported platforms, including Microsoft 365 endpoint systems and servers from the start of service engagement. The Client agrees not to disable, circumvent, or replace backup systems without written consent from TNE.

 

9.2 TNE is not responsible for data loss or incomplete recovery caused by systems outside of its backup scope, misconfigured policies from third parties, or client-requested exclusions. TNE is not responsible for data loss if backups are misconfigured by the Client or disabled by other providers.

 

10. Documentation Access

 

10.1 TNE maintains a secure knowledge base. The Client may access relevant documentation but not internal operational material.

 

10.2 Upon request and with active services, TNE will provide the Client with access to network documentation, configuration standards, and administrative credentials for systems under its ownership, contingent on security and compliance considerations.

 

11. Limitation of Liability

 

11.1 TNE’s total liability shall not exceed fees paid by the Client in the previous 6 months. TNE is not liable for indirect, special, or consequential damages.

 

11.2 Data Loss Exclusion (Shadow IT and Unsupported Systems)

TNE is not liable for data loss, corruption, or recovery costs arising from shadow IT systems, client-maintained configurations, unsupported platforms, or third-party tools not explicitly covered under a live Statement of Work or managed service plan, even if TNE provides best-effort support.

11.2A No Liability for Client-Induced Outages
TNE is not liable for outages caused by Client actions, including administrative changes, third-party activity, internal IT changes, or misconfigurations performed without TNE oversight.

11.3 RMM and Platform Dependency

TNE’s services depend on proper functioning of RMM platforms, monitoring tools, and security systems. If the Client does not use TNE approved tools, TNE is not liable for any resulting incident, breach, performance issue, or data loss. TNE shall not be responsible for missed alerts, failed detections, outages, or security incidents when the Client does not permit TNE to configure or monitor the RMM directly.

 

 

12. Indemnification

 

12.1 Client agrees to indemnify TNE for damages arising from misuse, negligence, or breach

 

12.2 TNE indemnifies the Client for damages arising from gross negligence or willful misconduct, up to an amount not exceeding the total fees paid by the Client to TNE in the six (6) months immediately preceding the incident. This limitation does not apply to damages resulting from criminal acts or intentional fraud by TNE

 

12.3 TNE is not responsible for delays, damages, or failures resulting from vendors or contractors outside its direct control, including internet service providers, cloud software vendors, or third-party hardware installers.

 

13. Term & Termination

 

13.1 The initial term is twenty-four (24) months. It automatically renews for successive 24-month terms unless either party gives 90 days (3 months)’ written notice.

 

13.2 Early termination by Client results in a fee equal to the lesser of (a) the balance remaining or (b) 3 months’ average billing. Any prepaid or pass-through licensing costs (e.g., Microsoft 365, antivirus, backup) are excluded from this cap and will be invoiced in full through their respective terms. These licenses are nonrefundable once provisioned and must be paid in full prior to service termination. This early termination fee is agreed by both parties to be a reasonable estimate of damages for early termination and not a penalty.

 

13.3 TNE may terminate immediately for non-payment breach or illegal activity.

 

13.4 Upon termination:

 

1. All leased equipment must be returned within 7 days.

2. Transition support is provided only after full payment.

3. If another provider takes over, the Client must coordinate data handoff.

4. The client agrees to pay all license costs in full through their term, even if the agreement is terminated early.  If TNE prepaid or committed to licenses on the client’s behalf, those amounts will be invoiced separately and are not subject to the early termination cap in 13.2.

5. If the prior provider refuses access, or if TNE determines that systems are compromised or unrecoverable, TNE may reset, wipe, or reconfigure systems as needed to restore stability. TNE is not liable for the resulting data loss in such cases.

 

 

 

13.5 This Agreement survives any merger or acquisition by either party. Buyer of Client assumes this Agreement unless terminated per Section 13.

 

13.6 Transition Cooperation and Liability

 

In the event of client termination, acquisition, or service transition, TNE will provide reasonable assistance to ensure secure and professional offboarding. This includes the transfer of documentation, credentials, and system access, contingent upon all outstanding invoices being paid in full. If the successor fails to follow TNE’s documented offboarding procedures or misuses access credentials, TNE shall not be held liable for any resulting disruptions or damages.

 

If cooperation with the transition process breaks down due to the actions or inactions of the Client or their successor, the amount will be estimated based on the expected hours required to complete offboarding and must be paid in advance before services continue. The Client is solely responsible for ensuring that any successor, acquiring party, or third-party provider adheres to TNE’s documented transition process. Failure to follow TNE’s documented transition process, or any refusal to cooperate with handoff procedures, will be considered a breach and may result in additional fees or legal remedies.

 

TNE will assist with transitioning licensed services (such as Microsoft 365, DNS filtering, and backups) once all past-due invoices, including license fees, have been paid in full. Licenses will be released or transferred as appropriate only after payment is cleared.

 

The Client and any acquiring entity also agree not to make false or defamatory claims about TNE or its representatives during or after the transition. Any such actions may constitute a material breach of this Agreement and may be subject to legal remedy.

 

All work performed for the benefit of the Client's successor or acquiring party during the transition period shall be billed at project rates, regardless of prior contract terms. TNE shall not be responsible for onboarding or assisting third-party vendors unless authorized and paid in advance.

 

If the acquiring party is not under a current agreement with TNE, all time spent, including but not limited to data transfer, documentation handoff, and credential management, will be billed at standard project labor rates in Exhibit B.

 

13.7 Termination for Abuse or Bad-Faith Conduct

 

TNE reserves the right to terminate this Agreement immediately if the Client or its representatives engage in abusive, threatening, harassing, or deceptive behavior toward TNE personnel, or if the Client repeatedly acts in bad faith, obstructs service delivery, or misrepresents TNE’s role or responsibilities. Written notices will be provided

 

If termination occurs under this section, the full remaining contract balance becomes immediately due, and no refunds will be issued for services already delivered or in progress.

 

14. Governing Law

This Agreement is governed by the laws of the Commonwealth of Massachusetts. Any action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Hampden County, Massachusetts, regardless of Client's location. Client waives all objections to this jurisdiction based on venue or inconvenience.

 

 

15. Dispute Resolution

 

15.1 Both parties will first attempt good faith negotiation.

 

15.2 If unresolved disputes are not settled by binding arbitration in Massachusetts.

 

15.3 Limitation on Actions: No action, regardless of form, arising in connection with the performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.

  

16. Entire Agreement

 

16.1 This Agreement, including all referenced Exhibits, constitutes the entire agreement between the parties. No oral or email communications shall modify this Agreement unless formally executed as described below.

 

16.2 TNE reserves the right to update the terms of this Agreement to remain compliant with changes in law, regulations, industry practices, or business operations. All updates will be provided to the Client via email or written notice at least thirty (30) days in advance of becoming effective. Continued use of TNE’s services. After the notice period, the acceptance of the changes will constitute acceptance of the changes

 

16.3 If a client objects to any update, they must provide written notice within fifteen (15) days of receipt TNE and the Client will then work in good faith to resolve the issue or execute a mutually agreed addendum If no resolution is reached the Client may terminate the Agreement by providing ninety (90) days’ written notice subject to advance notice and early termination obligations described in Section 13.2.

 

16.3A Good Faith: Both parties agree to act in good faith toward one another in performing their obligations under this Agreement.

 

16.4 Severability

 

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

 

16.5 Survival

 

The provisions of Sections 3.7, 5, 6, 11, 12, 14, 15, 16, and 19 shall survive any termination or expiration of this Agreement.

16.6 Notices

 

All notices required under this Agreement must be in writing and delivered by certified mail, recognized courier, or confirmed email to the contacts listed in the applicable Statement of Work. A notice from the Client to TNE will be deemed effective only upon acknowledgment of receipt by TNE. For email notices to TNE, acknowledgment must be in the form of a reply email from TNE confirming receipt. For mailed or couriered notices to TNE, acknowledgment must be signed, and delivery confirmation must be obtained.

 

Notices from TNE to the Client will be deemed effective upon acknowledgment of receipt by the Client or, if no acknowledgment is provided, on the fifth (5th) business day after documented delivery.

 

17. Service Level Objectives (SLO)

 

These objectives are provided as performance guidelines and are not contractual guarantees. The SLOs shall not be used as a basis for termination, breach claims, or damages. They are intended to inform expectations and demonstrate TNE’s commitment to professional service.

 

The following Service Level Objectives (SLO) represent the standard of service TNE strives to deliver for all managed service clients. These are not guaranteed SLAs and do not incur service credits, but they reflect TNE’s commitment to industry best practices and MSP performance expectations:

 

Response Times

 

Critical issues (e.g., system outages): Response within 30 minutes during business hours

High priority issues (e.g., degraded performance): Response within two business hours

Normal issues (e.g., user access, routine support): Response within four business hours

Low priority requests (e.g., general guidance): Response within one business day

 

Resolution Goals

 

Critical: Resolved or mitigated within four hours

High: Resolved within one business day

Normal: Resolved within two to three business days

Low: Resolved within five business days

 

Ticket Management

 

All tickets are tracked and timestamped via a PSA (Professional Services Automation) platform.

Clients receive ticket confirmations and updates automatically or upon request.

 

Communication & Escalation

 

Quarterly service reviews

Immediate escalation to a senior technician or manager if the issue is not resolved within the expected resolution time.

These objectives are reviewed periodically by TNE and updated in accordance with evolving best practices and industry benchmarks.

 

 

 

 

SLA – Exhibit C

 

The SLA is provided as a service guideline for clients with enhanced support plans. While TNE will make the best efforts to meet or exceed these targets, failure to meet SLA metrics shall not constitute a breach of this Agreement or grounds for termination. SLA compliance is contingent upon proper use of the ticketing and escalation process, and timely cooperation by the Client.

 

The consultant will provide all in-scope customary scheduled and routine services defined in Exhibit A of this Agreement in a prompt and timely manner. In addition, the consultant shall meet or exceed the following requirements in responding to specific requests for service:

 

Service Level   Guarantee , Urgency Response Time, Escalation Threshold , Service Level 

Emergency         Within 1 Hour 1 Hour 2 Business Days

Within 1 Business Day , 2 Business Days , 5 Business Days

Medium   Within 2 Business Days 4 Business Days 10 Business Days

Low   Within 2 Weeks Not Applicable Not Applicable

 SLA metrics depend on the Client’s timely participation, including response to escalations, approval for changes, and providing necessary access. Delays caused by the Client may void SLA timeframes.

 

 

Response Time refers to how long it takes for the Consultant to initiate contact with the Client for initial troubleshooting using methods such as email, phone, text, or an on-site visit. If a contact method is specified in the ticket notes, that method will be used.

 

Escalation Threshold is the maximum amount of time the Client should wait after ticket creation or last update before requesting escalation if TNE has not met the Response Time.

 

Service Level Guarantee is the maximum time allowed to resolve issues based on severity. TNE is not responsible for delays caused by the Client or third-party vendors (e.g., software, telecom hardware). Clients must request SLA reports from TNE for validation. SLA audits are limited to the month immediately preceding the request.

For Emergency requests, the Client must:

 

1. Submit a helpdesk request via email to support@technetne.com or using the TNE desktop icon.

2. Including your company name and contact information.

3. Call the support line at (413) 514-0004 and use the emergency option. Leave a voicemail with your Company name and contact details if no technician answers.

4. Text (413) 514-0004 with your company name and contact info.

5. Failure to follow all three steps reduces the urgency from Emergency to High.

 

Exhibit B – Labor Rates, Travel, and Billing Terms

The following rates apply to all labor performed by TechNet New England LLC (“TNE”) unless otherwise defined in an active Statement of Work (SOW). These rates apply to both onsite and remote work. Labor considered In Scope under Exhibit A will not be charged. All Out of Scope labor, project work, emergency work, or travel will be billed in accordance with this Exhibit.

B.1 Standard Labor Rates

Description

Times Valid

Rate per Hour

Regular Rate

Monday to Friday, 8:00 AM – 5:00 PM EST

$120/hr

Project / Specialist Rate

Monday to Friday, 8:00 AM – 5:00 PM EST

Up to $275/hr (complex projects, senior consulting, cybersecurity, migrations, emergency remediation)

After Hours Rate

Monday to Friday, 5:01 PM – 7:59 AM

Regular Rate × 1.5

Weekend Rate

Saturday and Sunday

Regular Rate × 2

Holiday Rate

As defined by the TNE Holiday Schedule

Regular Rate × 2

Travel Time

Anytime

$75/hr

Auto-fix Rate

Anytime (automated ticket resolution)

$0

Minimums:

• Remote work: 15-minute minimum
• Onsite work: 60-minute minimum
• After hours/weekend/holiday onsite: 2-hour minimum

All hourly work is billed in 15-minute increments and is subject to applicable taxes. Minimums apply per ticket: 15 minutes for remote, 60 minutes for on-site.

 

 

B.2 Travel Policy and Out-of-Region Work

TNE performs onsite service primarily in Massachusetts, Connecticut, and surrounding New England regions. Travel outside these areas is permitted under the following conditions.

 

B.2.1 Local Travel (Standard Service Area)

Local travel applies to the following states: MA, CT, RI, and parts of southern NH.

 

Billing includes:

• Travel time billed at $75/hr.

• Mileage billed at IRS standard rate (if using personal vehicle)

• Parking and tolls billed at cost.

B.2.2 Out-of-State Travel (Beyond Standard Service Area)

Any travel outside of a 20-mile radius of Chicopee, Massachusetts requires prior review and approval by TNE, with billing as follows:

Client must cover all travel expenses, including:

• Airfare or rail

• Hotel accommodations

• Rental vehicle or rideshare costs.

• Mileage if personal vehicle is used.

• Parking and tolls

• Per diem for meals and incidental expenses (GSA rates apply)

• Any required shipping of equipment or tools

 

Travel time is billed at:

• $75/hr for standard scheduled travel

• Project/Specialist rate if travel is part of an urgent deployment or emergency remediation as defined in Exhibit A or Exhibit C

 

 

B.2.3 Emergency Out-of-State Travel

If the Client requests travel with less than 24 hours’ notice, the following apply:

• Travel billed at Project/Specialist Rate

• All travel expenses billed at cost.

• Minimum 4 hours charge applied for emergency dispatch.

• Airfare or hotel booked at available market rates (not discounted or refundable fare restrictions)

B.2.4 International Travel

International work requires:

• A separate written SOW

• Full expense coverage

• Prepayment of projected travel costs

• A 50 percent travel deposit before booking.

TNE reserves the right to decline any international travel request based on security, logistics, or staffing constraints.

B.3 Expense Reimbursement

All expenses incurred on behalf of the Client will be invoiced at actual cost, including but not limited to:

• Vendor fees

• Courier or shipment fees

• Specialty hardware or rental equipment

• Fuel or travel surcharges if applicable.

Receipts will be provided upon request.

B.4 Rate Adjustments

TNE may adjust labor or travel rates:

• Annually by up to 10 percent, or
• In accordance with Section 3.9A Extraordinary Cost Adjustments, or
• When vendor, fuel, airfare, or lodging costs materially increase

Clients will receive 30 days’ written notice of any rate changes unless increases are directly tied to pass-through travel or lodging costs.

 

 

B.5 Non-refundable Travel

If the Client cancels a scheduled onsite visit with less than 96 hours’ notice, the Client is responsible for:

• Nonrefundable airfare
  • Nonrefundable hotel stays
  • 1 hour of travel time
  • Any prepaid or incurred travel expenses.

Emergency cancellation fees apply per Section B.2.3.

B.6 Applicability

This Exhibit applies to all:

• Managed service clients
  • Project clients
  • White label and subcontracted engagements (Exhibit D)
  • One-time engagements
  • Advisory or consulting retainers

All travel terms apply regardless of the service tier unless expressly waived in writing by TNE.

 

Exhibit D. White Label and Subcontracted Support Services

D.1 Relationship Structure

White label clients and subcontracted clients must comply with all requirements in Exhibit A, Section 8, Section 11, and all other provisions of this Agreement unless explicitly stated otherwise in writing.

When TNE provides services under a white label or subcontracted arrangement, TNE supports the Client’s internal team only. TNE does not provide direct helpdesk or PSA services unless approved in a separate agreement.

D.2 Communication Boundaries

The Client is responsible for all communication with their end users. TNE will not use the Client’s PSA or ticketing platforms. All communication with TNE must be submitted through TNE’s support channels.

D.3 Required Tools for Liability Coverage

TNE requires access to the Client’s RMM, security stack, and documentation systems. If these are not provided, all work is best effort and excluded from liability.

D.4 Direct Contact with End Users

TNE may contact end users only in situations where immediate action is required to prevent operational damage or security breaches. TNE will identify as support working on behalf of the Client and will not impersonate the Client.

D.5 No Liability for Unsupported Environments

TNE is not liable for incidents that occur in environments that do not use TNE approved RMM, backup platforms, security tools, or monitoring systems.

 

Exhibit E. TNE Observed Holidays

TNE observes the following holidays for the purposes of service availability, billing, and holiday rate calculations. Work performed on any observed holiday is billed at the Holiday Rate listed in Exhibit B.

E.1 Federal Holidays Observed

TNE observes all United States federal holidays, including:

• New Year’s Day
• Martin Luther King Jr. Day
• Presidents Day
• Memorial Day
• Juneteenth National Independence Day
• Independence Day (Fourth of July)
• Labor Day
• Columbus Day or Indigenous Peoples Day
• Veterans Day
• Thanksgiving Day
• Christmas Day

If a federal holiday falls on a weekend, TNE observes the federal government’s designated alternate day.

E.2 Additional Business Observed Holidays

TNE also observes the following commonly recognized corporate holidays:

• The Friday after Thanksgiving
• Christmas Eve
• New Year’s Eve

These days are treated as holidays for billing and service availability.

E.3 Military Observed Holidays

To support clients with military affiliations, TNE also recognizes the following military observances as holidays:

• Armed Forces Day
• National Guard Birthday
• Navy Birthday
• Marine Corps Birthday
• Coast Guard Birthday
• Air Force Birthday
• Space Force Birthday
• Reserve components’ recognition days as published annually by the Department of Defense
• Memorial and remembrance observances published by the Department of Veterans Affairs

TNE may adjust or update the list of military observances each calendar year based on official schedules.

E.4 Future Adjustments

TNE may update or revise its holiday schedule to align with federal, state, or military changes. Updated schedules will be published annually. Continued use of services after publication constitutes acceptance.

E.5 Effect of Holidays on Service Delivery

• All holidays listed above are treated as non-business days.
• Work performed on holidays is out of scope and billed at the Holiday Rate.
• Response targets and SLO time calculations pause during holidays.
• Scheduled maintenance or onsite visits will not be performed on holidays unless agreed in writing.

 

 

18. Additional Provisions

 

18.1 Scope of Services Defined

 

Only services specifically listed in Exhibit A and active Statements of Work (SOWs) are considered in scope. Any work not documented is not included and may incur additional fees.

 

18.2 Offboarding as Billable: Transition or offboarding support requested by the Client after termination is considered a separate billable engagement unless explicitly stated otherwise in the Agreement

 

18.3 Prevailing Party Clause: In the event of a legal dispute arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and legal costs.

 

18.4 Agreement Continuity on Termination: Termination of this MSA does not invalidate any ongoing or 

active SOWs which must be closed or mutually transferred prior to full disengagement.

 

18.5 Assignment: This Agreement may be assigned by TNE during a sale, merger, or reorganization. The acquiring party will assume all obligations. Client may not assign this Agreement without TNE's prior written consent.

 

18.6 Transition Timeline

 

All transition or offboarding requests must be scheduled with a minimum of thirty (30) business days’ notice. Expedited or unscheduled requests may be treated as project labor and billed at the applicable hourly rate.

 

18.7 Strategic Partnering

 

Client and TNE may mutually agree to collaborate on joint service offerings or technology initiatives. Such arrangements must be documented in writing and will not modify the terms of this Agreement unless explicitly stated. TNE retains ownership of all processes, scripts, documentation, and intellectual property used in such collaborations unless otherwise agreed.

 

 

18.8 Non-Disparagement

 

The Client agrees not to publicly or privately make false, defamatory, or disparaging statements regarding TNE or its staff at any time during or after the term of this Agreement. This clause does not restrict truthful statements made as required by law or regulation.

 

19. Non-Diversion and Non-Solicitation

 

During the term of this Agreement and for one (1) year after termination, the Client will not recruit, hire, or directly or indirectly solicit any employee of TNE who has provided services under this Agreement. This includes any contact or communication intended to induce such personnel to work for any person or entity other than TNE.

 

If a violation occurs, the Client shall pay liquidated damages equal to one hundred percent (100%) of the affected individual’s most recent annual compensation. The parties agree that this amount represents a reasonable estimate of the damages TNE would sustain from such a breach and is not intended as a penalty.

 

The parties agree that the liquidated damages specified herein represent a reasonable estimate of the costs TNE would incur as a result of such a breach and are not intended as a penalty.

 

20. Force Majeure

Neither party shall be liable for delays or failure to perform obligations under this Agreement due to causes beyond their reasonable control, including natural disasters, labor disputes, utility failures, cyberattacks, pandemics, epidemics, public health emergencies, third-party service outages, or governmental actions. Obligations will resume promptly once the cause is resolved.

21. Disclaimer of Warranties

TNE does not guarantee that the use of software, hardware, services, or other furnished products will be uninterrupted, error free, or secure, or that defects will be corrected. Products or services are provided “as is,” and while TNE will follow industry best practices to address issues as they arise, no guarantees are made as to performance or outcome. TNE expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

21.1 Third Party Platform Disclaimer

TNE does not control or maintain third party platforms, including Microsoft 365, Google Workspace, AWS, Azure, QuickBooks Online, or other cloud services. TNE is not liable for outages, delays, data loss, downtime, or performance issues caused by third party service providers. The Client agrees that their use of such platforms is subject to the terms, conditions, and limitations of the associated service provider.

22. Military Activation and Service Obligation (Massachusetts Applicable)

22.1 Short Term Activation (Up to 4 Weeks)

If TNE principal is activated for military duty or emergency service for a period of up to four weeks, TNE will implement temporary service adjustments. These may include but not limited to the use of subcontractors, partner MSPs, or temporary coverage arrangements. The Client agrees to cooperate with TNE during this period. Standard rates apply unless otherwise agreed in writing.

22.2 Extended Activation (More Than 4 Weeks)

If TNE or its principal is activated for military duty or emergency service for a period longer than four weeks, TNE may suspend part or all services without penalty. TNE may also transfer, assign, or sell this Agreement to a qualified MSP or service provider. The Client agrees to cooperate with all reasonable transfer, onboarding, and documentation requests needed to maintain continuity.

22.3 Continuity Options

During an extended activation under Section 22.2, TNE may do one or more of the following:

• Provide partial coverage using subcontractors or partner MSPs.

• Assign or transfer this Agreement to another provider with similar technical capabilities.

• Sell the contract to a qualified MSP.

• Place the Agreement in temporary suspension until TNE returns to normal operations.

22.4 No Liability for Military Service Interruption

TNE is not liable for delays, outages, service interruptions, or other impacts caused by military activation or emergency service obligations. Military activation is recognized as mandatory under federal and Massachusetts law and is outside TNE’s control.

22.5 Client Cooperation Requirement

The Client agrees to cooperate fully with any transition, assignment, subcontracting, or temporary coverage arrangement. This includes providing access to systems, documentation, credentials, facilities, and personnel required to maintain stability and continuity.

22.6 Return to Service

When TNE or its principal returns from military activation or emergency service, TNE will resume services in good faith as previously contracted. Any temporary provider may complete active incidents or projects to ensure continuity and prevent disruption.

22.7 Contract Term Flexibility

If a transfer or sale of the contract occurs under Section 22.2, the Client may continue with the assigned provider. If the Client elects to terminate instead of continuing with the assigned provider, the early termination fees in Section 13.2 continue to apply unless TNE waives them in writing.