Sample agreement — replace with executed version
This document is a sample of the standard Bytes Master Services Agreement. The binding version is the executed PDF provided to Client during onboarding. Where the executed version differs from this page, the executed version controls.
1. Scope of Services
Bytes shall provide the information technology services described in one or more written Statements of Work, Service Orders, or Service Descriptions ("Service Documents") referencing this Agreement. Each Service Document is incorporated by reference. Services not described in a Service Document are outside the scope of this Agreement.
2. Term and Termination
The initial term of this Agreement is set forth in the applicable Service Document and renews automatically for successive periods of equal length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice describing the breach in reasonable detail.
3. Fees and Payment
- Recurring fees are invoiced monthly in advance.
- Project and time-and-materials fees are invoiced monthly in arrears.
- Payment terms are net thirty (30) days from invoice date.
- Past-due amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
4. Client Responsibilities
Client agrees to designate a primary point of contact, provide timely access to personnel, facilities, and systems necessary for Bytes to perform the Services, and maintain valid licenses for all software within the supported environment.
5. Confidentiality
Each party will protect the other's Confidential Information using the same degree of care it uses for its own confidential information, and not less than a reasonable degree of care. Confidential Information does not include information that is publicly known, independently developed, or rightfully received from a third party without confidentiality obligations.
6. Limitation of Liability
Except for a party's indemnification obligations, breach of confidentiality, or gross negligence or willful misconduct, each party's aggregate liability under this Agreement is limited to the fees paid by Client to Bytes in the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages.
7. Indemnification
Each party will defend and indemnify the other against third-party claims to the extent caused by its own negligent or willful acts or omissions, breach of this Agreement, or violation of applicable law.
8. Governing Law and Disputes
This Agreement is governed by the laws of the State of Nebraska, without regard to its conflict-of-laws principles. Any dispute arising out of this Agreement will be resolved exclusively in the state or federal courts located in Scotts Bluff County, Nebraska.
9. General
9.1 Entire Agreement
This Agreement, together with any Service Documents, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter.
9.2 Assignment
Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.
9.3 Notices
All notices required under this Agreement must be in writing and delivered to the addresses set forth in the applicable Service Document or such other address as a party may designate in writing.
Contact
Questions about this Agreement may be directed to help@bytesmanagedit.com.