This Master Service Agreement (“Agreement”) is entered into by and between CAER Technologies, LLC (“Provider”) and the client identified in one or more Service Orders or Statements of Work (each, an “SOW”) (collectively, “Client”). This Agreement governs all Services provided by Provider to Client. In the event of a conflict, the order of precedence is: (1) an executed SOW or Service Order, (2) this Agreement, and (3) any referenced policies.

1. Definitions

“Services” means the managed IT, security, consulting, and related services described in an SOW or Service Order.

“Deliverables” means any work product specifically identified in an SOW.

“Confidential Information” has the meaning in Section 8.

“Business Hours” means Provider’s standard support hours unless otherwise stated in an SOW.

2. Scope of Services

Provider will deliver the Services as outlined in applicable SOWs or Service Orders. Each SOW will describe the Services, Deliverables, timelines, assumptions, and pricing.

Order of Precedence: If there is a conflict between an SOW and this Agreement, the SOW controls for that project or service.

3. Service Levels & Support

• Support Hours. Unless an SOW states otherwise, standard support is available during Business Hours.
• Emergency Support. Emergency support outside Business Hours may be available at escalated rates as defined in the SOW.
• Maintenance Windows. Provider may schedule maintenance that could temporarily affect service availability; notice will be provided when practicable.
• Third‑Party Services. Vendor SLAs (e.g., cloud providers) apply as published by those vendors; Provider is not responsible for vendor outages.

4. Term & Termination

• Term. This Agreement begins on the Effective Date of the first SOW and continues until terminated.
• Termination for Convenience. Either party may terminate this Agreement or any SOW with thirty (30) days’ prior written notice.
• Termination for Cause. Either party may terminate immediately if the other materially breaches and fails to cure within ten (10) business days after written notice.
• Effect of Termination. Client will pay for Services performed and expenses incurred through the effective termination date. Certain provisions survive termination (including confidentiality, limitations, and payment obligations).

5. Fees & Payment

• Fees. Fees are set forth in each SOW or Service Order (including hourly, fixed, recurring, and pass‑through vendor charges).
• Invoicing. Unless stated otherwise, invoices are due net fifteen (15) days from issue date.
• Late Fees. Past‑due balances may accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.
• Taxes. Fees are exclusive of taxes; Client is responsible for applicable sales/use taxes unless a valid exemption is provided.
• Equipment & Software. Hardware/software may require upfront payment; ownership/title transfer is described in the applicable SOW or vendor terms.

6. Client Responsibilities

• Provide timely access to personnel, systems, facilities, and information reasonably required for the Services.
• Maintain proper licensing for third‑party software unless expressly provided by Provider.
• Designate an internal point‑of‑contact with decision‑making authority and ensure change approvals are timely.
• Follow Provider’s security, usage, and acceptable‑use recommendations.
• Ensure reliable power, network, and physical security for devices under Client’s control.

7. Security, Data & Intellectual Property

• Data Ownership. As between the parties, Client owns Client Data. Provider will not sell Client Data.
• Data Use. Provider may process Client Data solely to deliver the Services and improve security/operations (e.g., telemetry, alerts), in accordance with applicable law and the Privacy Policy.
• Backups. Unless expressly included in an SOW, Client is responsible for data backups and retention. Where backup is included, the SOW defines scope and recovery objectives.
• IP Rights. Provider retains all rights to methods, tools, templates, and know‑how. Client receives a non‑exclusive, non‑transferable license to use Deliverables for internal business purposes.
• Security Measures. Provider will maintain administrative, technical, and physical safeguards appropriate to the Services. No system is 100% secure; risk cannot be completely eliminated.

8. Confidentiality

Each party agrees to protect the other’s Confidential Information using at least the same degree of care it uses to protect its own similar information (but no less than reasonable care). “Confidential Information” does not include information that is public without breach, already known without obligation, or independently developed without use of the other party’s information.

Confidential information may be disclosed when required by law or court order with reasonable prior notice to the extent legally permitted.

9. Warranties & Disclaimers

• Provider warrants Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVIDER’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING IN ANY THREE (3)‑MONTH PERIOD WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THAT SAME PERIOD.

11. Indemnification

Client will defend, indemnify, and hold Provider and its personnel harmless from third‑party claims to the extent arising out of: (a) Client’s misuse of the Services; (b) failure to maintain required software licensing; (c) Client’s instructions or configurations; or (d) Client’s violation 

of law.

12. Subcontractors

Provider may use qualified subcontractors and vendors to deliver portions of the Services and remains responsible for their performance.

13. Changes & Project Control

• Change Requests. Material changes in scope, assumptions, or schedule may require a written change order or revised SOW.
• Suspension. Provider may suspend work if invoices are overdue or access is not provided.
• Records. Provider may maintain ticketing and time records; these may be shared with Client upon request.

14. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict‑of‑laws principles. Venue and jurisdiction will lie in state or federal courts located in Texas, and the parties consent to personal jurisdiction there.

15. Miscellaneous

• Notices. Notices must be in writing and delivered by email, certified mail, or courier to the addresses designated in the SOW or Service Order.
• Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in interest (e.g., merger, acquisition, or sale of substantially all assets).
• Severability. If any provision is held invalid, the remainder will remain in effect.
• Waiver. Failure to enforce any provision is not a waiver.
• Entire Agreement. This Agreement together with applicable SOWs constitutes the entire agreement and supersedes prior discussions.
• Amendments. Any amendment must be in writing and signed by both parties (including electronic signatures).
• Non‑Solicitation (Optional). During the term and for twelve (12) months thereafter, neither party will solicit for employment the other’s personnel directly involved in the Services without prior written consent.
• Counterparts; E‑Sign. This Agreement may be executed in counterparts and via electronic signatures, which are deemed originals.

16. Acceptance

By executing an SOW or Service Order that references this Agreement, Client agrees to the terms herein. 

If you have any questions or concerns, you can contact us any time with the link at the foot of the page.