Managed Services Agreement: Disclaimer: Any Language Used in This MSA Template Should Be Reviewed by Your Attorney
Managed Services Agreement: Disclaimer: Any Language Used in This MSA Template Should Be Reviewed by Your Attorney
Services
Agreement
Disclaimer: Any language used
in this MSA template should be
reviewed by your attorney.
Office 365
Cloud Backup
Monthly Reporting
Virtual CIO
Table of Contents
Managed Services Offerings....................................................................................................................... 2
Table of Contents........................................................................................................................................ 3
Description of Services................................................................................................................................ 4
Managed Services Response Times........................................................................................................... 6
Managed Services Requirements................................................................................................................ 7
2
Client Name
Managed Service Agreement | 2020
Agreement................................................................................................................................................... 9
Recurring ACH Payment Authorization...................................................................................................... 11
Terms and Conditions................................................................................................................................ 12
Addendum................................................................................................................................................. 17
Description of Services
Unlimited On-Site and Remote Support
MSP, Inc. will provide maintenance and support for the existing hardware and software including all
equipment listed in the Addendum as well as installed 3rd party software and a line of business
applications. MSP will provide support and troubleshooting for remote access solutions including VPN
access, remote desktop and webmail including remote access setup of off-site computers. MSP will
make a best effort to resolve as many issues as possible remotely and will come On-Site in the event
remote resolution is not possible. Remote support of other staff home computers is included for VPN
access to the network provided home computers have current Windows or Apple operating systems and
3
Client Name
Managed Service Agreement | 2020
antivirus and are updated regularly. Projects outside the scope of the above to maintain the existing
network are billed separately including but not limited to setting up 2nd or additional offices or system
changes expanding beyond what is currently in use in the network are beyond the scope of this
Agreement. Charges will be billed separately at MSP’s then hourly rate for service, currently $____.
All time billed by MSP’s Automated Support software will be covered under the terms of this agreement.
Office 365
Microsoft Office 365 licenses will be provided for each user as identified in the addendum. Office 365
Business Premium plan including email hosting with 50 GB mailbox including Outlook, Word, Excel,
PowerPoint, Publisher, Access, SharePoint, Teams and OneDrive and 1 terabyte of storage for file
storage and sharing.
Cloud Backup
Automatically backs up all current files, email and databases stored on the Servers to a secure online
location (Maximum ____GB). Additional gigabytes may be purchased for $ ____ per ___ gigabyte block
to be added to the monthly billing. Backups will be performed each night after 11 pm. This includes AES-
256 bit DOD Level Encryption of all data. Clients must have a 5 megabyte or higher Internet connection
(both upload and download).
Monthly Reporting
MSP will provide clients with monthly reporting detailing resolved tickets, patching, antivirus performance,
service availability and network reliability.
Virtual CIO
MSP provides quarterly meetings with clients to review ongoing issues, go over upcoming project work,
discuss changes in vendors, advise on best practices, create budgets and plan the technology roadmap
for the next period.
5
Client Name
Managed Service Agreement | 2020
Service not available (all users and 1 Remote within 1 hours Remote within 2 hours
functions unavailable. Ex: Server
down).* On-Site within 3 hours On-Site within 4 hours
Small service degradation (business 4 Remote within 24 hours Remote within 24 hours
process can continue, one user
affected).** On-Site within 72 hours On-Site within 72 hours
*For same day services on priority 3 and 4 tickets must be entered before 4pm.
**Clients may request a specific technician however MSP will at its discretion assign a technician to
address a service ticket or project work.
***MSP reserves the right to allow MSP's NOC (Network Operations Center) to address all tickets initially.
If the NOC cannot resolve a ticket it will be escalated to an MSP Tier 3 or Tier 4 technician. If a ticket is
escalated to MSP from the NOC, MSP may, in its sole discretion, determine that an onsite visit is
necessary.
****Weekend support requiring on-site will incur an additional charge at the rate of $____ per hour.
Client agrees that weather, traffic conditions or Force Majeure outside the control of MSP may extend or
prevent remote or onsite response.
covered by an active hardware warranty. MSP will coordinate warranty diagnostics, repairs and
return to service.
2. PC’s (laptops/desktops/Macs) in excess of 5 years in age that fail will need to be replaced by the
client with a new machine or one that is less than 5 years in age. Work to restore or replace
equipment older than 5 years will be billed as an additional charge.
3. All Servers, Desktop PC’s and Notebooks/Laptops with Microsoft Windows or Apple operating
systems must be running an operating system supported by Microsoft or Apple with support
expected to continue 12 months or more with the latest service packs and critical updates
installed. As Microsoft or Apple stops supporting an operating system Client must update their
operating system or remove it from any access to the network.
4. Clients will maintain service/support contracts for hardware such as routers, firewalls and
switches and specialty software applications.
5. If a client has software particular to its business which is installed on its network, the client is
responsible to obtain installation, training and continuing technical support from the software
provider. MSP technicians are able to assist with network support but they are not experts in all
software applications and rely on the software manufacturer to provide software support at
Client’s expense.
6. This Agreement covers users and their associated computers and other devices as detailed in the
appendix. Clients shall provide a desktop and laptop which are less than 5 years old in good
functioning condition to serve as a hot spare. A hot spare will not be counted as an operating
computer for purposes of this Agreement.
7. For each new user added during the term of this agreement beyond computer/users the monthly
Managed Service fee will increase by $____ per month.
8. All server and desktop software must be genuine, licensed and vendor-supported.
9. The network must have a currently licensed, vendor-supported server-based backup solution that
can be monitored and send notifications on job failures and successes.
10. The network must have a currently licensed, vendor-supported hardware firewall between the
internal network and the Internet.
11. All wireless data traffic in the environment must be securely encrypted.
12. There must be an outside static IP address assigned to a network device, allowing VPN access.
At the time of initiating service for Client, MSP will evaluate Client’s network and determine whether all
Managed Services Requirements are in place and if not in place will install the required services.
7
Client Name
Managed Service Agreement | 2020
Charges for bringing the network into compliance with the requirements will be billed as incurred as
additional services.
Agreement
Clients and MSP agree to the following:
MSP will provide the Managed Services listed on the Managed Services Offerings. The term of
this Agreement is 36 months beginning __________. This Agreement will automatically renew
for successive 36-month terms unless at least 30 days prior to the expiration of each such term,
either party notifies the other party in writing of non-renewal. MSP or Client may terminate this
8
Client Name
Managed Service Agreement | 2020
contract at any time, after an initial 36-month period with at least 30 days prior written notice.
Service to be provided to Client is for the network located at the address set forth in the attached
Description of Network Equipment Supported for the equipment described therein.
Client will pay MSP monthly on or before the 1st day of each month the amount of $____.
Parking expenses will be billed for on-site visits; MSP does not have a site visit charge. Clients
will execute the ACH form attached to this Agreement and authorize the monthly drafting of their
account for the monthly managed service. If the client is in a jurisdiction which charges sales tax
on services the stated price does not include tax.
MSP’s hourly rate for additional services for onsite is $_____ and remote $____, weekdays 9-5;
5:01 pm to 8:59 am weekdays, anytime weekends and holidays for on-site is $ ____ and remote
$____.
This Agreement covers only the client’s locations as referenced in the addendum and its IT
assets, services, service hours, and covered days defined within this Agreement.
The addition of locations, IT assets, services, service hours, and covered days not set out in this
Agreement will require billing as additional services or a project or result in an adjustment to the
Client’s monthly charges. For example, clients moving to a new location or adding additional
users requiring additional routers and networks are Projects. All services requested by clients
which are not included in the coverages set out in this Agreement are billed as “Additional
Services” or a “Project” and will be quoted and billed as Separate Charges at MSP’s then hourly
rate plus expenses. Expenses may include but are not limited to travel, parking, and tolls.
The cost of any equipment necessary to perform the additional services or project will be paid by
the Client before installation. The estimated charges for projects and additional services will be
paid in full prior to the commencement of the Project. Client agrees to make payment in full within
30 days of billing for additional services not anticipated in the initial estimated charges plus
expenses.
MSP will begin and maintain network documentation: on-going documentation of hardware,
software, network settings, IP addresses, firewall settings and related network information.
MSP will make available to Client discounted pricing on servers, laptops, desktops and network
equipment.
Clients will comply with the Policies and Responsibilities and also the Managed Services
Requirements.
This Agreement includes the Managed Services Offerings, Managed Services Requirements and also the
Terms and Conditions; these documents are incorporated herein by reference.
9
Client Name
Managed Service Agreement | 2020
Client
By _________________________________ Date ___________________
MSP, Inc.
By _________________________________ Date ___________________
This payment is for the next month’s Managed Service Agreement charges.
Billing Information
Bank Details
I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify
________________ in writing of any changes in my account information or termination of this
authorization at least 15 days prior to the next billing date. If the above noted payment dates fall on a
weekend or holiday, I understand that the payments may be executed on the next business day. For ACH
debits to my checking/savings account, I understand that because these are electronic transactions,
these funds may be withdrawn from my account as soon as the above noted periodic transaction dates. I
certify that I am an authorized user of this bank account and will not dispute these scheduled transactions
with my bank; so long as the transactions correspond to the terms indicated in this authorization form.
11
Client Name
Managed Service Agreement | 2020
makes publicly available or information which becomes publicly available through no act of MSP
or Client or is rightfully received by either party from a third party.
2. Client and MSP both agree that they will not solicit for hire and it will not hire or otherwise engage
any of each other’s employees or contractors, either directly or indirectly during any period
services are provided under this agreement or in the 24-month period immediately following
termination of this agreement.
3. Force Majeure: Neither party shall be liable for any failure of or delay in performance of its
obligations under this Agreement to the extent such failure or delay is due to circumstances
beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy,
pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism,
blockades, embargoes, storms, explosions, labor disputes (whether or not the employees'
demands are reasonable and within the party's power to satisfy), acts of any governmental body,
failure or delay of third parties or governmental bodies from whom approvals, authorizations,
licenses, franchises or permits must be obtained, or inability to obtain labor, materials, equipment,
or transportation or illness of MSP’s technical staff (collectively referred to herein as "Force
Majeure"). Each party shall use reasonable efforts to minimize the duration and consequences of
any failure of or delay in performance resulting from a Force Majeure event.
4. If the Client work is substantially changed due to a Force Majeure, MSP will evaluate the need for
change to IT services to Client and related change of managed service fees. Recognizing there
are ongoing expenses to MSP of maintaining backups, remote monitoring, other vendor support
software/licensing and availability of technicians to service on going needs, MSP will review with
Client the need for change of fees if any. Late fees will not be charged under an agreed scenario
below:
Change in number of users at an amount of $____ per user. If reduction is on a per user, as staff
returns to work the per user fee will be added back to the monthly fee and prorated as of the date
of return if mid-month.
A flat fee charge per month. If the change is a flat fee per month then billing will resume upon
Client’s resumption of services as mutually agreed between MSP and Client. This may be an
evaluation between the parties of a gradual resumption of workers and network activity or an
immediate resumption of workers and network activity.
Deferred billing by a ________% over ___months. Then beginning after ___ months the deferred
amount to be added back in subsequent months by ___% of deferred amount or as mutually
agreed. For example: if MSP defers $1000 per month. Then after the ____number of months
passes 25% of the $1000 is added back each month until fully paid.
5. MSP shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct,
indirect, special, consequential or punitive damages arising out of service or equipment provided
hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost
data, or loss to person or property, costs of substitute equipment or other costs even if MSP has
been advised of the possibility of such damages. Regardless of the form of action, MSP’s
cumulative liability shall be only for loss or damage directly attributable to negligence of a MSP
employee or contractor, for the cost of restoring the network to its condition prior to the
negligence, but not to exceed thirty thousand Dollars. If a collection action is initiated by either
12
Client Name
Managed Service Agreement | 2020
party or if MSP has to defend any action by Client, MSP is entitled to its reasonable attorney fees
and expenses to be paid by Client.
7. Remote access to personal computers and/or networks. If or when Client transitions to home or
alternative networks, MSP will make best effort to make connections and serviceability. However,
home or alternative networks may not have adequate internet connectivity and equipment to
effectively work. MSP is not responsible for inadequacies in those home or alternative networks
or to secure those connections. Home equipment will not be as secure and may not have MSP’s
software and security features. MSP is not responsible for the security of the home or alternative
networks. Work on a home or alternative network unless otherwise included is outside the scope
of this Agreement and MSP may charge it’s then hourly rate for work on home or alternative
networks. MSP will charge for additional software installed at home or alternative networks as
needed.
8. In the event of a Force Majeure MSP is not required to have technicians work during periods or at
places where their safety or health could be in jeopardy and in any event will not require
technicians to go on site.
9. Client agrees to carry liability insurance and property insurance covering any damage to its
network as well as to any clients of the Client adversely affected by Client’s network functioning
or transmissions from its network.
10. MSP may apply changes or additional terms, conditions and provisions to this Agreement upon
30 days advance written notice to client containing the proposed addition or change. If the
additions or changes are not objected to then they shall take effect at the end of the 30 days.
Within the 30 days Client may submit changes or objections to the proposed changes or
additional terms. If the parties do not agree on the change or addition then it shall not become
part of the Agreement. All the terms, conditions and provisions of this Agreement will continue to
apply during any renewal term. Both parties agree to negotiate in good faith rates to be mutually
agreed under any renewed contractual service term to be effective at the end of the initial term.
11. Failure to pay: If payment is not received by the first of the month for that month of service MSP
reserves the right to put a hold on rendering on-site and remote services until monthly fee has
been paid, provided MSP gives a five (5) business day notice of late payment.
13
Client Name
Managed Service Agreement | 2020
12. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice
for services or materials provided by MSP. Client shall pay any such taxes unless a valid
exemption certificate is furnished to MSP for the jurisdiction of use, except in cases when MSP
procures or sources the incorrect equipment and / or software and / or support services any
incorrect items or software shall be returned to MSP.
13. If Client fails to make payment for any services or items purchased, and such failure continues for
fifteen days, interest shall accrue on any amount due at the rate of 12% per annum until paid. In
the event collection processes are instituted to collect any amounts due from Client, Client shall
pay the costs of collection plus reasonable attorney fees.
14. This Agreement is fully assignable by MSP. Immediately upon assignment the assignee’s name,
address and contact information shall be provided to the other party. This Agreement shall be
fully binding and enforceable as against all permitted assignees and successors in interest.
15. Termination: Termination by Client: Client may terminate this Agreement with or without cause
after the first 12 months of the Agreement have passed payment of a Termination Fee equal to
the amount of the monthly Managed Services fee agreed to in this Agreement $____ and ii.)
payment of all past and currently due amounts together with late fees and costs unless client has
valid reason to withhold payment on incomplete tasks, work orders or faulty equipment and
provided MSP was notified in a service ticket within 10 days of the original occurrence of any
incomplete tasks, work orders and/or faulty equipment which it itemized with sufficient detail to
identify the problem. That amount may be withheld until the incomplete tasks, work orders or
equipment issues are resolved. MSP shall be given a reasonable opportunity to correct any
problems. Any such election shall be made in writing by Notice of Termination and is to be
accompanied by the Termination Fee and all other amounts due.
Termination by MSP:
a. Upon giving notice to Client of default and the default is not cured within ten (10) business
days of receipt of written notice from MSP or for failure of Client to pay for service or products
at the time of ordering or within 30 days of billing. Failure of MSP to require payment at the
time provided shall not be construed as a waiver of the right to do so.
b. Any of the following which remains un-dismissed for a period of sixty (60) days: If Client files
protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver
is commenced by a third party against Client.
c. Failure of Client to comply with its obligations in this Agreement after written notice by MSP of
the non-compliance and failure to correct the problem or acknowledge the problem and
commitment to take corrective action in the future.
d. Backups in the event of default or early termination or in the event the parties do not renew at
the end of the term of this Agreement: Client shall be responsible for transferring backups to a
system administered by Client or others on its behalf and for paying any costs of transferring
14
Client Name
Managed Service Agreement | 2020
and/or setting up backups off of the system maintained by MSP. If Client does not provide for
any transfer of backups, they shall be terminated within 30 days of the Notice of Termination
or Notice of Default. Client assumes all responsibility for its backups and MSP has no
responsibility to retain backups. In the event prior to the end of the 30 days, client places its
own backups on site or obtains its own cloud backups then it shall notify MSP so it’s backups
can be terminated.
e. In the event of default or termination under any circumstances Client agrees it will provide
access to MSP technicians to remove antivirus licenses and monitoring tools. The
consequence of and failure to provide this access shall be that Client shall continue to be
responsible for 50% of the amount of the monthly Managed Services payment until access is
allowed and the licenses and tools removed. Spam filtering will be terminated upon default or
termination. Client understands that it is entirely responsible to redirect all of Client’s MX
records away from the spam filter system and redirect email to its server or it must provide
MSP access to its network information and equipment to take those steps. Upon termination
of spam filtering services email will bounce if Client has not taken these steps or requested
and allowed MSP to take those measures. Client understands the above and accepts this
responsibility and the consequences if it fails to cooperate or act; Client acknowledges that
upon termination of the spam filtering if these steps are not allowed or taken email will not be
available and there is no recourse whatsoever to MSP.
f. In the event of termination by either party, Client is responsible for the full amount of all
payments for services provided and products ordered.
g. If either party terminates the relationship of managed service provider and client or if Client
defaults then the parties agree to work cooperatively to transfer the client’s data and network
information as directed by the client to another service provider or to the client. The client will
pay the cost of transfer which will include hourly charges of technicians to accomplish the
transfer and any services maintained by MSP containing Client data. Client must designate a
vendor to handle its email, backups and any other services provided by MSP. Client must
establish an account for transfer of the backups and any other services within 30 days of
notice of termination or default, or within 30 days of termination of this SLA. MSP has no
responsibility for backups, email or other services beyond 30 days following termination or
default under this Agreement.
h. In the event of termination of services for any reason by either party, upon written request by
Client MSP will provide up to 60 days support to allow Client to make a transition provided
Client pays all amounts then due and pays the fee for the additional 60 days in advance.
16. Dispute Resolution: All claims and disputes arising under or relating to this Agreement are to be
settled by binding arbitration unless they are of an amount which can be handled within the small
claims court of the jurisdiction of the MSP. The parties agree they waive the right to bring a
lawsuit based on such claims or disputes other than in small claims court. Before commencing
any arbitration proceedings the aggrieved party must first present the claim or dispute in writing to
the other party. The parties shall have 30 days to resolve the claim or dispute. If not resolved
then the aggrieved party may commence arbitration proceedings. The arbitration shall be
15
Client Name
Managed Service Agreement | 2020
conducted by Arbitration Resolution Services, Inc. (ARS) or other mutually agreed upon dispute
resolution service and the parties shall be bound by any and all rules of the American Arbitration
Associations United States Commercial Resolution Dispute Resolution Procedures for
Consumer–Related Disputes. Any decision or award as a result of any such arbitration
proceeding shall be in writing and shall provide an explanation for all decisions. Arbitration shall
be conducted by an arbitrator experienced in Information Technology services and experience
required for arbitrator and shall include a written record of the arbitration hearing. An award of
arbitration may be converted to judgment in a Court of competent jurisdiction. The location of
arbitration shall be in the home city, county of MSP. The fees and expenses of the arbitrator and
proceedings shall be paid by the losing party.
17. This Agreement and any amendments and its validity, construction and performance shall be
governed by the laws of _____________________. Exclusive jurisdiction and venue for all
matters relating to this Agreement shall be in the county and state of the MSP, and the parties
agree and consent to such jurisdiction and venue.
18. This Agreement does not create any rights in any third parties.
19. Client shall not modify, create any derivative work of, or incorporate any other software into the
computer software programs or any portion thereof with the exception of allowing automatic
updates to commence or confirming the installation of an automatically scheduled update or fully
supported software for which client has purchased technical support and has scheduled such
installation with MSP. Programs must be installed by an MSP technician or software technical
support with an MSP technician assisting. MSP shall not be responsible for maintenance of or for
repair of errors or malfunctions occasioned by any installation, modification or enhancement to
the Programs made by Client or by anyone other than MSP unless MSP has agreed. Corrections
of unauthorized modifications shall be at the rate of $____ per hour and may be grounds for
immediate termination by MSP of this Managed Services Agreement. Client agrees to prohibit
others, including its principals, officers and employees from installing hardware, working on the
technical aspects of the operating systems on the Servers and PC’s or to give anyone Domain
Administrator access. Only MSP will make administrative or technical changes to the servers.
Addendum
Network Information to be filled in by Client and confirmed by MSP technician
Location Addresses: ___________________________________________________________________
Number of full-time users on site: _________________________________________________________
Number of full-time remote users: ________________________________________________________
Number of part-time users on site: ________________________________________________________
Number of part-time remote users: ________________________________________________________
Number of email accounts: ______________________________________________________________
Network Equipment Supported: __________________________________________________________
16
Client Name
Managed Service Agreement | 2020
Equipment Number
17