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Master Service Agreement (MSA)

MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT (the "Agreement")  BETWEEN:

Name of company and mailing address from the first issued associated and accepted quotation from Monreal IT to the Client.

(the "Client")

- AND -

MONREAL CONSULTING CORPORATION, DBA MONREAL IT of 30432 EUCLID AVENUE, SUITE 210, WICKLIFFE, OHIO 44092 (Monreal IT).

BACKGROUND:

  1. The Client is of the opinion that Monreal IT has the necessary qualifications, experience, and abilities to provide services to the Client.
  2. Monreal IT is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Monreal IT (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
    1. The Client hereby agrees to engage Monreal IT to provide the Client with services (the "Services") consisting of:
      1. Information Technology and Information Technology Security Services to be detailed in supplemental Exhibits. 
    2. The Services will also include any other tasks which the Parties may agree on. Monreal IT hereby agrees to provide such Services to the Client.
    3. The Services may also include any estimated travel time. In the event travel time is not included in the Services, travel time will be invoiced at half the normal Service rate.
    4. All Services to be detailed in supplemental Exhibits that contain reference to Master Service Agreement Number listed in Section One of this document.
  2. Term of Agreement
    1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
    2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 30 days' notice to the other Party.
    3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
    4. This Agreement may be terminated at any time by mutual agreement of the Parties.
    5. Except as otherwise provided in this Agreement, the obligations of Monreal IT will end upon the termination of this Agreement.
  3. Performance
    1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  4. Currency
    1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
  5. Compensation
    1. For the services rendered by Monreal IT as required by this Agreement, the Client will provide compensation (the "Compensation") to Monreal IT as outlined in each individual Exhibit.
  6. Reimbursement of Expenses
    1. Monreal IT will be reimbursed from time to time for all reasonable and necessary expenses incurred by Monreal IT in connection with providing the Services hereunder.
    2. Monreal IT will furnish vouchers to the Client for all such expenses.
  7. Limited Liability
    1. Neither party shall be liable to the other party for punitive or exemplary damages, even if the likelihood of such damages was known to the party at the time of contracting.  Except for third-party indemnification for Losses arising under this Agreement, neither party shall be liable to the other party for lost opportunities, profits, consequential damages, indirect damages of any kind or nature or expenses of any kind or nature whatsoever, regardless of the cause thereof and even if the likelihood of such lost opportunities, profits or damages was known to the party at the time of contracting.
  8. Confidentiality
    1. Confidentiality information (the "Confidential Information") refers to any data or information relating to the business of  the Party receiving confidential information which would reasonably be considered to be proprietary to the Party divulging the confidential information  including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Party divulging the confidential information  and where the release of that Confidential Information could reasonably be expected to cause harm to the Party divulging the confidential information.
    2. Both Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which it has obtained, except as authorized by the Party divulging the confidential information. This obligation will survive the expiration or termination of this Agreement and will continue to be binding for a period of three years.
    3. All written and oral information and materials disclosed or provided by one Party to the other Party under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Party receiving the confidential information.
    4. Both Parties agree that they shall have, at least, minimum security measures in place for the use, storage, and disclosure of personal information.
  9. Non-Solicitation
    1. During the terms of this Agreement, Client and Monreal IT (“both parties”) will not, without the prior written consent of the other party, recruit or hire any personnel or contract with the subcontractors of the other party who have been assigned to perform work for or introduced to either party as a result of this Agreement, except in the event that either party ceases to function or becomes insolvent. This shall not preclude both parties from using a subcontractor with whom it had a relationship prior to learning that the subcontractor is used by the other party.
  10. Reasonableness of Restrictions
    1. Both Parties agree that they have carefully read and considered the provisions of Section 9 and, having done so, agrees that the time period of restriction, geographical scope of restriction, and scope of activity restrained, are fair and reasonable and are reasonably required for the protection of the goodwill and business interests of either Party and its officers, directors, shareholders, and other employees.  Parties agree that the provisions of Section 9 are supported by good and valuable consideration, and that such restrictions were not entered into under duress.
  11. Return of Property
    1. Upon the expiry or termination of this Agreement, Monreal IT will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
    2. Upon the expiry or termination of this Agreement, Client will return to Monreal IT any property, documentation, records, or Confidential Information which is the property of the Monreal IT.
  12. Capacity/Independent Contractor
    1. In providing the Services under this Agreement it is expressly agreed that Monreal IT is acting as an independent contractor and not as an employee. Monreal IT and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  13. Notice
    1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

      Client
      The mailing address from the first issued associated and accepted quotation from Monreal IT to the Client.
      Monreal IT
      30432 Euclid Avenue, Suite 210
      Wickliffe, Ohio 44092

      or to such other address as any Party may from time to time notify the other. All notices and other communications required under this Agreement shall be in writing and shall be (a) delivered by hand or overnight air courier or (b) set by registered or certified U.S. mail, return receipt requested,  addressed to the parties’ principal place of business. Any notice or other communication given as herein provided shall be deemed to have been given and received for all purposes hereunder on the date of delivery by hand or overnight air courier or on first attempted delivery following the date on which the same is deposited, postage prepaid, and sent certified or registered United States mail.
  14. Indemnification
    1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  15. Representations and Warranties
    1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MONREAL IT DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, SERVICE DELIVERABLES, FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION.  MONREAL IT WILL NOT BE LIABLE FOR ANY SERVICE(S) OR PRODUCT(S) PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO CLIENT BY MONREAL IT UNLESS SUCH THIRD-PARTY PRODUCTS OR SERVICES ARE PROVIDED UNDER MONREAL IT’S WRITTEN STATEMENT OF SERVICES, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT.
  16. Insurance
    1. Monreal IT will be required to maintain general liability as well as errors and omissions insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in the industry of Monreal IT based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law. All insurance policies will remain materially unchanged for the duration of this Agreement.
  17. Legal Expenses
    1. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
  18. Modification of Agreement
    1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  19. Time of the Essence
    1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision
  20. Assignment
    1. Parties will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the affected Party.
  21. No Obligation to Third Parties
    1. None of the obligations and duties of Client under this Agreement shall be construed to create any obligation of Client to, or any rights in, any person or entity other than Monreal IT.  None of the obligations and duties of Monreal IT under this Agreement shall be construed to create any obligation of Monreal IT to, or any rights in, any person or entity other than Client.
  22. Entire Agreement
    1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  23. Addenda
    1. Any addendum, including any exhibits, to this Agreement is hereby incorporated herein.
  24. Inurement
    1. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
  25. Counterparts
    1. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  One or more counterparts of this Agreement may be delivered by facsimile or other electronic means, with the intention that they shall have the same effect as an original counterpart hereof.
  26. Titles/Headings
    1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  27. Gender
    1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  28. Governing Law
    1. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Lake County, Ohio, and the parties hereby consent to the personal jurisdiction and venue therein.
  29. Severability
    1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  30. Waiver
    1. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
  31. Client Responsibilities
    1. Client Conduct & Collaboration Expectations:
      1. To ensure a productive and respectful working relationship, both parties agree to maintain professional, courteous, and constructive communication throughout the duration of this agreement.
      2. Repeated instances of abusive, demeaning, or hostile behavior toward Monreal IT personnel may be considered grounds for termination of this agreement, following written notice and an opportunity to remedy the behavior.
      3. This clause is intended to protect the integrity of the partnership and the well-being of all individuals involved.
    2. A Primary Contact who will:
      1. Be specifically identified on each Exhibit.
        1. An Exhibit will typically be a quotation through the Monreal IT electronic quotation system.
      2. Provide necessary escort personnel that may be required to coordinate and gain access to areas including security-sensitive areas as well as approve digital photography, etc.
      3. Respond in a timely manner to all material issues and provide reasonable access to any required Client information and personnel necessary for Monreal IT’s performance of the Services
      4. Be available for interaction and consultation regarding issues as they arise throughout the Project. Client is expected to provide resolution to issues identified, for which a resolution is possible, within 2 business day(s) for issues identified and communicated to the Primary Contact and/or the Primary Contacts designated resource.
      5. Has authority regarding issue resolutions required to keep the Project on schedule.
      6. Provide necessary system support staff/personnel as needed
      7. Contact responsible for end-user acceptance testing (UAT) including but limited to:
        1. Develop UAT criteria
        2. Identify order of operations with testing methodology
        3. Onsite resource(s) to interact with in order to test equipment and applications identified as part of the UAT
    3. Provide the following for on-site technicians:
      1. Special safety equipment, if required for the site
      2. Adequate internet connectivity to accomplish the objectives
      3. A secure remote access (VPN) method to the Monreal IT engineer for remote support and assistance
      4. Provide a clean, safe, properly heated and cooled, powered, and lit work area for on-site technicians.
    4. Proper security clearances and access to Client facilities, including, where applicable: computer equipment, facilities, workspaces, and equipment, as reasonably necessary for the performance of the Services
    5. Building drawings/schematic/blueprints in electronic (if possible) format
    6. Sample client device for testing/review as necessary, including but not limited to handheld scanners, PCs, notebooks, POS stations, and VoIP phones
    7. Ensure that all site preparation (for example, but not limited to, power, space, HVAC, abatement, cables, and racks) will be in-place and the site will be ready for equipment installation three (3) business days prior to the beginning of any scheduled onsite installation.
    8. All Project requests and changes must be communicated and negotiated through the Monreal IT Project Manager in writing. Monreal IT Deployment Engineers are specifically instructed not to accept client requests that have not been communicated to them through Monreal IT’s Project Manager and subsequently documented.
  32. General Assumptions
    1. The Client agrees to the following assumptions to ensure their validity and to confirm our mutual understanding of each Exhibit.
      1. Start of each Exhibit(s) engagement will be mutually agreed upon.
      2. Monreal IT will treat all documentation/data supplied by Client as confidential in accordance with the applicable provisions of the confidentiality section of this document.
      3. Every effort will be made to minimize Project impact in the best interest of Client.
      4. All work activities, with the exception of cutovers, will be conducted during normal business hours, Monday through Friday, 8 am to 5 pm.
      5. Security restrictions and/or time restrictions will be reasonable as required by the business and will be mutually agreed upon by both Client and Monreal IT in advance.
      6. Documents prepared by Monreal IT , which are not explicitly identified as deliverables in an Exhibit, are considered to be soft-deliverables and will be delivered without material impact to the associated Exhibit.
      7. Monreal IT is not responsible for any material inaccuracies or material non-completeness of information provided by Client to Monreal IT.
      8. Monreal IT will hold no responsibility for any changes made “after” releasing the system to Client.  If any errors occur from Client changes, a Change Order must be written for associated labor and travel to correct the problems.
      9. Monreal IT may bill the Client actual incurred costs plus a $1,000 idle engineering fee for scheduled work cancellations occurring 72 hours or less from the agreed upon arrival date. Additionally, delays or stoppages of work due to Client’s lack of preparation are subject to the same incurred costs and idle engineering fees.
      10. Monreal IT is permitted to take digital photographs of Client facilities as applicable to each individual Exhibit; Each and every photograph is subject to CLEINT's approval.
  33. Constraints
    1. The Exhibit(s) will be conducted in accordance with known and accepted Client policies, as provided at contract execution, as well as Monreal IT’s best business practices. The known factors, which will guide, control, or constrain the project(s) are the following:
      1. Resources: Client will provide timely technical assistance as needed regarding Client’s legacy information technology environment from a knowledge perspective. Client will be expected to manage end-user devices throughout the cut over/go live process. Client will provide assistance with resolving any logistical or administrative issues that may arise during the engagement.
      2. Facilities: Client will provide Adequate meeting room, workspace and customary access to office equipment for technicians.
      3. Methods/Implementation: Monreal IT will adhere to its internal quality control methodology.
  34. Reporting
    1. Monreal IT will assign a Project Manager to manage, track, and report progress, and to proactively address project-related issues. If requested by Client, a status report will be prepared on a frequency agreed upon by Client and Monreal IT. Any requirements for change to the project scope, schedule, constraints, assumptions, etc., will be evaluated and reported by Monreal IT’s Project Manager via Monreal IT’s Project Impact Report to Client management as they occur.
  35. Out of Scope
    1. Anything not mentioned in the “In Scope” section of an Exhibit, is deemed out of scope.
  36. Approach
    1. The Client and Monreal IT will provide resources on each Exhibit:
      1. Client will provide:
        1. Executive sponsor with authority to make decisions
        2. Project Manager
        3. Specified Engineer(s) most familiar with areas defined in the scope section of each Exhibit.
      2. Monreal IT will provide:
        1. Account Executive
        2. Project Manager
        3. Specified Engineer(s) based on the scope of the Exhibit.
    2. Deliverables
      1. Monreal IT will provide a clear understanding of the specific deliverables that will be rendered under each Exhibit.
    3. Terms and Conditions
      1. Terms and conditions for all Exhibits:
        1. All special pricing is based on vendor approval.
        2. Travel and other out-of-pocket expenses will be billed at cost. Travel will adhere to Client’s travel policy.
        3. Progress billing will be issued for projects lasting longer than 30-days.
        4. Pricing does not include freight charges.  Freight charges will be added to applicable invoices as these fees are incurred. 
        5. Although taxes have been applied, they are estimated and may be subject to change. Any sales tax and duties required by law will be charged to the Client in addition to the compensation.
        6. All Out of Scope work or variances to our estimating assumptions requiring additional work or resulting in project delays will be presented to Client for approval and will be invoiced accordingly as these fees are incurred.
        7. Credit Cards are accepted with a minimum purchase of Ten Dollars ($10.00). Credit card purchases will be charged a fee of three percent (3%).
  37. Payment Schedule
    1. Upon initial acceptance of each individual Exhibit, Client agrees to immediately issue a payment for 100% of the Assessment.
    2. Client agrees to issue a payment of 100% of the monthly recurring cost, representing the first and last months payment (last month designated as a deposit), which will be due on or before the first date of service.
    3. Client agrees to issue a payment of 100% of any recurring costs that have a recurrence frequency greater than monthly.  For example, bi-monthly, quarterly, semi-annual, or annual.
    4. Client will issue a payment of 20% of the total hardware, software, and service identified in each Exhibit.
    5. Monreal IT will immediately invoice Client upon shipment of hardware.
    6. A 1.5% late fee will be assessed per month for unpaid invoices. The late fee will begin five (5) days after payment due date.
    7.  If an account becomes 10 days past due, no further purchases will be allowed until payment in full has been remitted.
    8. If an account becomes 20-days past due, all Help Desk, Infrastructure, Project Management, Cybersecurity and VCIO services will be suspended until payment in full has been remitted.
    9. If an account becomes 30-days past due, all products including but not limited to, software, backup, security, etc. will be suspended until payment in full has been remitted.