Master Services Agreement

Updated September 16, 2025

This Master Services Agreement is made effective as of the date a customer engages Onward IT, LLC (“MSP”) for services. This Agreement governs the relationship between Onward IT, LLC, a professional technology services organization located at 10777 Civic Center Drive, Rancho Cucamonga, CA 91730, and any business entity or individual (“Customer”) that utilizes MSP’s services.

By accessing, purchasing, or using MSP’s services, Customer agrees to be bound by the terms of this Agreement.

Recitals:

WHEREAS, Customer wishes to retain MSP for the purpose of providing certain services related to Network and Computer Support, Consulting, Implementation, Troubleshooting, Administration, and Management and IT network cabling installation and related services including, but not limited to, any of the services described in the “Additional Agreements” (as defined below) and any Attachments and/or Exhibits thereto (the “Services”);

WHEREAS, the details and scope of the Services to be provided by MSP to Customer and the costs associated with such Services may be further defined in certain additional Services-related agreements which may be entered into by MSP and Customer simultaneously with or subsequent to this Agreement including, but not limited to, the Managed Services Agreement, Project Services Agreement, ONEManage Service Agreement and the ManageCloud Reactive Services Agreement, (individually and collectively referred to as “Additional Agreements”); and

WHEREAS, MSP desires to provide the Services to Customer in accordance with the terms and conditions of this Agreement as well as the terms and conditions of any Additional Agreements.

NOW, THEREFORE, the parties mutually agree as follows:

Agreement:

Section 1: Service Fees

Upon Customer’s request for the Services and the MSP’s agreement to provide such services, the MSP shall provide the Services to Customer in accordance with the terms and conditions of this Agreement. Except as otherwise provided in any Additional Agreements, any Services provided by MSP to Customer will be billed to Customer on a “time and materials” basis, including but not limited to reimbursement of MSP’s out-of-pocket expenses reasonably incurred in providing on-site services. Unless otherwise specifically provided in any Additional Agreements, the Services performed by MSP will be billed on a per hour basis and shall be payable whether or not MSP is successful in reaching a resolution. Customer must pay all fees for Services immediately upon receipt of invoice. Customer agrees to make available all computer programs, data, documentation, and access to personnel and to Customer’s premises required by MSP to provide the Services. Unless otherwise specifically provided in an Additional Agreement, each request for Services made by Customer shall be deemed to authorize MSP to provide up to 8 hours of Services per incident (“Authorized Hours”). After MSP has provided Services for the full amount of the Authorized Hours for a particular incident, MSP will request authorization from Customer before continuing to provide such Services in connection with that incident.

Section 2: Types of Services

Except as otherwise specifically provided in any Additional Agreements, the following terms shall mean:

2.1. “Engineering Services” are those Services which are performed by a “Systems Engineer” of MSP.

2.2. “Lead Engineering Services” are those Services which are performed by a “Lead Engineer” of MSP.

2.3. “Senior Engineering Services” are those Services which are performed by a “Senior Engineer” of MSP.

2.4. “Technology Management Services” are those Services which are performed by a “Technology Manager” or “Project Manager” of MSP including, but is not limited to, procuring, coordinating, discussing, troubleshooting, organizing, planning, consulting, answering questions, responding to telephone calls, email, or any other reasonable task performed by MSP for Customer.                        

2.5. “Project Services” are those Services which are performed by a member of the “Project Team” of MSP as authorized in the MSP “Project Services Agreement”.

2.6. “Applications Engineering Services” are those Services which are performed by an “Applications Engineer” of MSP.

2.7. “Help Desk Services” are those Services which are performed by a “Help Desk” representative of MSP and are only performed from MSP’S place of business.

2.8. “Security Services” are those services which are performed by a member of the “Security Team” of MSP.

2.9. “Cabling Services” are those Services which are performed by a network cabling service provider including, but not limited to, IT network cabling, installation, and related services.

2.10. “Remote Services” are those Services performed by MSP for Customer from a location other than Customer’s place of business.

2.11. “Emergency Services” are those Services performed by MSP in response to “Emergency Situations.”

2.12. “Emergency Situations” means situations in which the systems administered and managed solely by MSP experience problems that result in fifty percent (50%) or more of the Customer workstations maintained solely by MSP becoming adversely affected. Loss of connection from a workstation to the server(s), or any issue rendering a workstation useless, does not in and of itself constitute an Emergency Situation requiring MSP’S Emergency Services.

2.13. “Normal Business Hours” means Monday through Friday between 8:00AM-6:00PM, excluding publicly observed and other MSP observed holidays. Normal Business Hours are subject to change without notice.

2.14. “After Business Hours” means Monday through Friday between the hours of 12:00 AM and 7:59 AM, and 6:01 PM to 11:59 PM, and 24 hours a day on Saturday and Sunday and during publicly observed and other MSP observed holidays.

Section 3: Deposit

Customer shall pay MSP a deposit (the “Deposit”) in the amount of Zero dollars ($0.00) upon execution of this Agreement. This amount will be credited toward the Services rendered to Customer under this Agreement that are not covered by an Additional Agreement. If MSP requires additional deposits under Additional Agreements, those deposits shall be governed solely by the applicable Additional Agreements.

Section 4: Hourly Rates

Except as otherwise provided in any Additional Agreements, MSP’S hourly rates are as follows:

  • $195.00 per hour for all Standard, During Business Hours, onsite services Including:
    • Engineering Services (2-hour onsite minimum)
    • Lead and Senior Engineering Services (2-hour onsite minimum)
    • Technology Management Services (1-hour onsite minimum)
    • Security Consulting Services (1-hour onsite minimum)
    • Security Analyst Services (1-hour onsite minimum)
    • Security Engineering Services (1-hour onsite minimum)
    • Applications Engineering Services (1-hour onsite minimum)
    • Project Services (1-hour onsite minimum)
  • $292.50 per hour for all Standard, Extended Business Hours, onsite services (2-hour onsite minimum)
  • $390.00 per hour for all Standard, After Business Hours onsite services (2-hour onsite minimum)
  • $125.00 per hours for all Standard, During Business Hours, Remote Help Desk services (30-minute minimum)

All “Remote Services” will have a 30-minute billable minimum and will be billed in 15-minute increments thereafter. If MSP performs Services for Customer during After Business Hours, then Services will be billed at a rate equal to one and one-half (1.5) times the applicable base hourly rate, with a 2-hour minimum charge per incident.

Section 5: Payment Terms on Equipment

Except as otherwise provided in any Additional Agreements, all equipment purchases will be payable immediately upon receipt of invoice.

Section 6: Termination

MSP or Customer may terminate this Agreement at any time, with or without cause; provided, however, that Customer may not terminate this Agreement unless Customer has the right to terminate and does terminate any Additional Agreements then in effect. As long as any Additional Agreements remain in effect, then this Agreement shall also continue to remain in effect. Notwithstanding termination of this Agreement, Customer shall pay MSP for any Services rendered up to the date of termination. Upon termination of this Agreement by Customer and payment of all amounts owed to MSP under this Agreement, MSP shall refund to Customer any unused portion of the Deposit.

Section 7: Disclaimers

CUSTOMER ACKNOWLEDGES AND AGREES THAT THERE MAY BE INSTANCES BEYOND MSP’S CONTROL, INCLUDING BUT NOT LIMITED TO, PROBLEMS WITH THIRD PARTY SOFTWARE, PROBLEMS WITH THIRD PARTY HARDWARE, PROBLEMS WITH THIRD PARTY SERVICES, PROBLEMS WITH THIRD PARTY PRODUCTS AND EQUIPMENT, AND/OR OTHER UNFORESEEN CIRCUMSTANCES THAT MAY PREVENT MSP FROM RESOLVING CUSTOMER’S ISSUES AND/OR PROBLEMS, AND MSP MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING EITHER SUCH THIRD PARTY SOFTWARE, HARDWARE, PRODUCTS, EQUIPMENT, OR SERVICES OR THAT MSP WILL BE SUCCESSFUL IN RESOLVING CUSTOMER’S ISSUES AND/OR PROBLEMS. MSP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE (A) THAT IT WILL BE SUCCESSFUL IN IDENTIFYING, ALERTING, STOPPING, ELIMINATING, CATCHING, PROTECTING Customer FROM, COMPUTER AND/OR NETWORK RELATED SECURITY THREATS, SUCH AS VIRUSES, WORMS, HACKERS, SPYWARE, TROJAN HORSES, ETC.; (B) THAT ANY PROBLEM, ISSUE, EMERGENCY OR OTHER MATTER WILL BE RESOLVED WITHIN ANY TIME PERIOD; OR (C) THAT ITS NETWORK MONITORING SERVICE(S) WILL IDENTIFY 100% OF ALL NETWORK OR COMPUTER-RELATED OUTAGES OR ISSUES.

ALL SERVICES PERFORMED AND PRODUCTS PROVIDED HEREUNDER ARE PERFORMED, PROVIDED, AND MADE AVAILABLE WITHOUT WARRANTY. ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT ANY SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL WARRANTIES OF MERCHANTABILITY; (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (d) ANY AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (e) ANY AND ALL WARRANTIES REGARDING NON-INFRINGEMENT.

Section 8: Limited Liability

MSP IS IN NO WAY LIABLE FOR ANY LOST PROFITS OR LOST REVENUES OF CUSTOMER, ANY LOSS OF CUSTOMER’S DATA (INCLUDING, BUT NOT LIMITED TO, CRITICAL DATA EITHER ON THE CUSTOMER’S WORKSTATION AND/OR SERVERS, BACKUP DEVICES, OR OTHER STORAGE DEVICES), BUSINESS INTERRUPTION, AND PLANNED OR UNPLANNED DOWNTIME AS A RESULT OF THE SERVICES PROVIDED HEREUNDER. WITH RESPECT TO MSP’S DISK BASED AND ON-LINE BACKUP AND/OR ADVANCED RECOVERY CONTINUITY APPLIANCE SERVICE (DBOB OR ARCA), MSP MAKES NO GUARANTEE OR WARRANTY THAT MSP’S DISK BASED AND ONLINE BACKUP SERVICE WILL OPERATE ERROR-FREE AND MAKES NO GUARANTEE OR WARRANTY THAT CUSTOMER’S DATA WILL BE RECOVERABLE IN THE EVENT OF CUSTOMER DATA LOSS, HOWEVER CAUSED. WITH RESPECT TO CUSTOMER’S TAPE BACKUP HARDWARE AND ROTATION SEQUENCE, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER SHALL BE RESPONSIBLE FOR ENSURING THAT BACKUP PROCEDURES ARE COMPLETED SUCCESSFULLY ON A DAILY BASIS. CUSTOMER WILL BE RESPONSIBLE FOR ENSURING THAT ALL NECESSARY FILES, FOLDERS, AND OTHER DATA ARE SELECTED FOR BACKUP IN Customer’s BACKUP JOBS. MSP SHALL HAVE NO LIABILITY, WHATSOEVER, ARISING OUT OF WORK PERFORMED PURSUANT TO THIS AGREEMENT, INCLUDING ANY LOSS OF DATA, BUSINESS INTERRUPTION, PLANNED OR UNPLANNED DOWNTIME, LOSSES, CLAIMS, DAMAGES, COSTS OR EXPENSES. IN NO EVENT SHALL MSP BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF WORK PERFORMED PURSUANT TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED UPON WARRANTY, TORT, CONTRACT, OR THE INFRINGEMENT OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHT.

MSP SHALL HAVE NO LIABILITY, WHATSOEVER, ARISING OUT OF THE FAILURE OR MSP RESPONSE TO THE ONGUARD MONITORING SYSTEM, INCLUDING BUT NOT LIMITED TO ANY BUSINESS INTERRUPTION, LOSSES, CLAIMS, DAMAGES, COSTS OR EXPENSES. Customer AGREES THAT MSP IS NOT A PARTY TO NOR WILL BE LIABLE FOR ANY VIOLATIONS OF OR NON-COMPLIANCE WITH SOFTWARE LICENSING CONTRACTS OR PROVISIONS IN PLACE AT ANY TIME BETWEEN CUSTOMER AND ANY THIRD-PARTY SOFTWARE PROVIDER AND CUSTOMER SHALL INDEMNIFY MSP AGAINST ANY CLAIMS THAT ARISE OUT OF OR ARE RELATED TO SUCH CONTRACTS OR PROVISIONS. CUSTOMER ACKNOWLEDGES THAT ALTHOUGH MSP MAY RECOMMEND AND/OR INSTALL SOFTWARE ON CUSTOMER’S COMPUTERS, CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING LICENSE COMPLIANCE IN ACCORDANCE WITH SOFTWARE VENDOR END-USER LICENSE AGREEMENTS AND ALL APPLICABLE STATE AND FEDERAL LAWS. FURTHERMORE, IF MSP IS REQUESTED TO INSTALL SOFTWARE ON CUSTOMER’s COMPUTER SYSTEMS, CUSTOMER HEREBY WARRANTS THAT Customer IS COMPLIANT WITH SOFTWARE VENDOR END-USER LICENSE AGREEMENTS AND ALL APPLICABLE STATE AND FEDERAL LAWS.

EXCEPT FOR INTENTIONALLY WRONGFUL ACTS OR GROSS NEGLIGENCE, MSP’S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT DIRECTLY (I.E., SERVICES NOT COVERED BY AN ADDITIONAL AGREEMENT) IS IN ANY EVENT LIMITED TO THE AMOUNT PAID TO MSP PURSUANT TO THIS AGREEMENT DIRECTLY DURING THE TWELVE CALENDAR MONTH PERIOD PRECEDING THE MONTH IN WHICH THE CLAIM IS FIRST ASSERTED, AND MSP’S LIABILITY FOR SERVICES PROVIDED UNDER ANY ADDITIONAL AGREEMENT IS IN ANY EVENT LIMITED TO THE AMOUNT PAID TO MSP PURSUANT TO THAT ADDITIONAL AGREEMENT DURING THE TWELVE CALENDAR MONTH PERIOD PRECEDING THE MONTH IN WHICH THE CLAIM IS FIRST ASSERTED.

THIS LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT, AND MSP WOULD NOT PERFORM THE SERVICES WITHOUT THIS LIMITATION.

Section 9: Non-Solicitation of MSP Employees; Liquidated damages

Customer acknowledges that MSP has made and is continuing to make substantial investments in recruiting, training and assigning its personnel, and that MSP would be deprived of the benefits of its investment in and productivity from its work force, if Customer were to solicit away from MSP, or hire, any personnel of MSP. Accordingly, Customer agrees that during the term of this Agreement and any Additional Agreements, and for a period of one year after termination of this Agreement and all Additional Agreements, Customer (and any of its affiliates or subsidiaries) shall not directly or indirectly solicit for employment, or employ or attempt to employ as an employee, independent contractor, or otherwise, any employee of MSP who performed Services for Customer within three years of the solicitation or hiring, without the prior written consent of an authorized representative of MSP. Customer and MSP mutually acknowledge and agree that it would be impractical and extremely difficult to ascertain the amount of monetary damages that would be caused by a breach by Customer of this provision. Therefore, Customer and MSP mutually agree that in the event of a breach by Customer in any way of this provision, that results in an employee of MSP leaving MSP and going to work for Customer, either as an employee or as an independent contractor, Customer shall pay to MSP as liquidated damages, an amount equal to One Hundred and Fifty Thousand Dollars ($150,000). This amount is an effort by both parties to properly and reasonably assess the damages that MSP would suffer as a direct result of a breach by Customer, or any of its affiliates or subsidiaries, taking into account the fact that the MSP will lose significant revenue and incur significant costs in connection with attempting to recruit, train, and replace such employee. In light of these circumstances, Customer and MSP mutually agree that this liquidated damages provision represents reasonable compensation to MSP for the losses that it would incur due to any such breach. Customer and MSP further acknowledge and agree that nothing in this paragraph shall limit MSP’S right to obtain injunctive relief or any other damages including, but not limited to, punitive, consequential, or special damages, as may be appropriate.

Section 10: Confidentiality

10.1 MSP acknowledges that it may receive confidential information and trade secrets from Customer while carrying out the actions contemplated by this Agreement and any Additional Agreements. During the term of this Agreement and any Additional Agreements, and at all times afterwards, MSP agrees to safeguard Customer’s confidential information with the same degree of care that it uses to protect its own confidential information.

10.2 Customer acknowledges that it may receive or obtain MSP’S confidential information and trade secrets, including but not limited to proprietary software, algorithms, methods and techniques, in the course of MSP’s performance of the Services. During the term of this Agreement and any Additional Agreements, and at all times afterwards, MSP shall not use or disclose MSP’S confidential information and trade secrets except with the prior written consent of MSP. Customer shall return all copies, in any medium, of such confidential information and trade secrets to MSP upon demand.

10.3 MSP will only share Customer data with those employees of MSP who need to use such data to perform work requested by Customer. MSP will not share Customer information to third parties without Customer’s explicit consent. Should work be performed by MSP for Customer, Customer agrees to allow MSP to reference Customer name and Customer logo for marketing purposes unless otherwise requested by Customer. No reference to work performed shall be made unless otherwise approved by Customer or outlined in a separate agreement.

Section 11: Interest on Past-Due Obligations

If Customer fails to pay any or all monies due to MSP within (30) days of the invoice date, the unpaid balance shall bear interest at the rate of five percent (5%) per month from the invoice date.

Section 12: General

12.1. Independent Contractor: MSP is, and at all times will be, an independent contractor. Nothing in this Agreement or any Additional Agreements shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party has the authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other party.

12.2. Assignment: Neither party may assign or transfer its rights or delegate its obligations under this Agreement or any Additional Agreements without the other party’s prior written consent, which will not be unreasonably withheld. This Agreement and any Additional Agreements shall be binding upon the successors and assigns of the parties to this Agreement and such Additional Agreements.

12.3. Entire Agreement: This Agreement together with any Additional Agreements and all of the schedules, attachments, exhibits, and addenda attached hereto or thereto (if applicable) constitute the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter of this Agreement.

12.4. Modification: MSP shall have the ability to modify, amend, or revise any of the terms and conditions of this Agreement (including, but not limited to, provisions regarding MSP’S fees) and any Additional Agreements upon thirty (30) days’ notice to Customer. Customer may terminate this Agreement and any Additional Agreements within such thirty (30) day period if Customer does not consent to or agree with such modifications, amendments, and/or revisions; provided, however, that MSP may avoid such termination by agreeing to rescind the proposed modification, amendment, or revision within 15 days after receipt of Customer’s notice of non-consent. If Customer does not terminate this Agreement and any Additional Agreements during such time, then all such agreements, as modified, shall be deemed adopted, agreed to, and authorized by Customer. Except as otherwise provided in this section, neither this Agreement nor any of the Additional Agreements may be modified or amended unless such modification and/or amendment is in writing and signed by each entity or party to this Agreement or the Additional Agreement.

12.5. Force Majeure: MSP shall not be liable to the Customer for failure to perform any of its obligations under this Agreement or any Additional Agreements during any period in which such performance is delayed or rendered impracticable or impossible due to circumstances beyond MSP’S reasonable control, provided that MSP promptly notifies Customer.

12.6. Governing Law and Jurisdiction: This Agreement and any Additional Agreements shall be governed by and construed in accordance with the laws of the State of California as applied to agreements made between residents of California for performance entirely within California. Jurisdiction shall be the state and federal courts of California located in San Bernardino County, California.

12.7. Arbitration. Except for actions seeking injunctive relief, pre-judgment attachment or other relief that is not within the powers of an arbitrator, in the event of any controversy, claim or dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this agreement (“Dispute”), either party may require that the Dispute be determined by an arbitration administered by ADR Services, Inc. (“ADR”), Los Angeles, California, ADR and held at an office of ADR in Los Angeles, California. The arbitration shall be held before a sole arbitrator and shall be binding with no right of appeal. The arbitration shall be conducted pursuant to the ADR Services, Inc. Standard Arbitration Rules. The arbitration shall be commenced by filing a demand for arbitration with the administrator of ADR and serving the demand on the opposing party. The parties shall select an arbitrator by mutual agreement through ADR within fifteen (15) calendar days of the date the demand for arbitration is filed. If the parties are unable to agree on the selection of an arbitrator within such time, the administrator of ADR shall select an independent arbitrator. The arbitrator’s fees and similar costs of the arbitration shall initially be borne equally by the parties, subject to the provisions of Section 12.10.

12.8. Severability: In case any provision of the Agreement or any Additional Agreements is held to be invalid, unenforceable, or illegal, that provision shall be severed from this Agreement or such Additional Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement and the Additional Agreements.

12.9. Waiver: The failure of either party to enforce any provisions of this Agreement or any Additional Agreements is not a waiver of the provisions or of the right of that party to subsequently enforce that, or any other, provision of this Agreement or the Additional Agreements.

12.10. Attorney Fees and Costs; Debt Collection. In any judicial or arbitration proceeding involving any dispute or claim arising out of or related to this Agreement or any Additional Agreement, or the goods or services provided hereunder or thereunder or in connection herewith or therewith, or the enforceability hereof, the prevailing party is entitled to recover all reasonable costs incurred pertaining to such proceeding, including without limitation reasonable costs and fees of attorneys or other professionals and the prevailing party’s share of the arbitrator’s fees and similar costs of the arbitration. If MSP uses a debt collection service or other means for collecting amounts owed by Customer hereunder, Customer shall in addition to any amounts owed hereunder pay for all fees and expenses incurred by MSP in connection therewith including the fees and expenses associated with such debt collection efforts.

12.11. Indemnification. Customer will indemnify, defend and hold harmless MSP for any losses, liabilities, claims, causes of action, damages, fees and expenses, including attorneys’ fees and costs, that arise out of, relate to, or result from, directly or indirectly, (i) any breach of any representation, warranty, or covenant or failure to perform by Customer, or (ii) the acts, negligence, or omissions of Customer or any of its affiliates, subsidiaries, representatives, assigns, agents, employees or any other third parties working for, on behalf of, or in connection with Customer including, but not limited to, any damage, injury or loss that results from security breaches of Customer’s network or any loss or corruption of Customer’s data.

12.12. Survival of Obligations. The following obligations will survive termination of this Agreement for any reason: The obligations relating to Section 1, 3, 4, and 5 (Relating to Payment Obligations); Section 6 (Termination); Section 7 (Limited Warranty; Disclaimers); Section 8 (Limited Liability); Section 9 (Non-Solicitation; Liquidated Damages); Section 10 (Confidentiality); and Section 11 (Interest on Past-Due Obligations)