Master Services Agreement

MASTER SERVICES AGREEMENT (“Agreement” or “MSA”)

This Master Services Agreement (“Agreement” or “MSA”) sets forth the terms and conditions under which eSudo Technology Solutions, Inc., a California corporation (“eSudo,” “We,” “Us,” “Consultant,” or “MSP“) agrees to provide products and services to You, the Client (“You,” “Your,” “Company,” or “Client“). eSudo and Client may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Consultant provides information technology (IT) services and products;

WHEREAS, Client desires to engage Consultant to provide IT services and products in accordance with Service Orders, Quotes, or Statements of Work (“Service Order” or “Quote“); and

WHEREAS, Consultant is willing and qualified to provide such services and products to Client;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

ARTICLE 1 – TERM AND TERMINATION

1.1 Term and Termination. Unless otherwise specified in the Service Order, this Agreement shall commence on the earlier of (a) the date eSudo provides a Service to Client, or (b) the date Client accepts a Quote or Service Order, and shall remain in effect for one (1) year. The Agreement shall automatically renew for successive one (1) year periods unless terminated by either Party with ninety (90) days’ written notice, in accordance with this Agreement.

1.2 Independent Contractor Status. eSudo acts as an independent contractor, not as an employee, partner, joint venturer, or agent of Client. eSudo retains discretion over scheduling, task performance, and may engage other clients.

1.3 Effect of Termination. Termination of this Agreement shall not automatically terminate any outstanding Service Orders, which shall remain in effect until completed or separately terminated. Termination of a Service Order shall not affect the validity or enforceability of this Agreement or other Service Orders.

ARTICLE 2 – SERVICES AND SERVICE ORDERS

2.1 Scope of Services. The specific services provided by eSudo shall be detailed in written Service Orders, Quotes, Statements of Work, or similar documents (collectively, “Service Orders”) issued by eSudo and accepted by Client. Each Service Order, once accepted, is governed by this Agreement.

2.2 Client Responsibility for Service Orders. Client is solely responsible for ensuring the accuracy of all information provided to eSudo for Service Orders. A Service Order is deemed accepted upon the earlier of (a) scheduling of Services, or (b) delivery of products or Services.

2.3 Term and Renewal of Service Orders. Each Service Order begins on the Service Activation Date, as determined by eSudo, and continues for the period specified therein. Unless otherwise stated, Service Orders automatically renew for successive one (1) year terms unless terminated with ninety (90) days’ written notice. eSudo may adjust pricing with ninety (90) days’ written notice after the initial term.

2.4 Early Termination and Cancellation.  Unless otherwise specified in the applicable Service Order, if Client terminates this Agreement or any Service Order prior to the expiration of the agreed term for reasons other than eSudo’s material breach, Client shall pay to eSudo an early termination fee equal to:
(a) all unpaid monthly recurring charges (MRC) for the remainder of the term;
(b) any non-recurring charges (NRC), hardware, software, subscription, installation, special construction, or third-party costs incurred by eSudo on Client’s behalf; less any direct costs reasonably avoided by eSudo as a result of early termination.

2.5 Authorized Contacts. Only individuals designated in the Service Order may direct eSudo. Client must notify eSudo in writing of any changes to Authorized Contacts. eSudo may rely on the last known Authorized Contacts.

2.6 Document Hierarchy. In the event of conflicting terms, the following order of precedence applies: (a) Service Orders or Quotes, (b) this MSA, (c) Client Handbook, (d) other written agreements.

2.7 Version Control. The applicable version of this MSA for each Quote is identified by the “Last Updated” date on this document.

2.8 Applicability and Client Policies.

The terms of this Agreement apply to (a) all work performed by eSudo on any hardware, software, equipment, accounts, network, IT system, configuration, and infrastructure, and (b) all products, services, property, and assets provided to Client by eSudo or procured by eSudo on Client’s behalf (collectively, the “IT Network”).

By signing this Agreement, Client agrees to read and abide by the processes, procedures, and policies outlined in the Client Handbook. A copy of the Client Handbook will be provided to Client after execution of this Agreement.

eSudo may update the Client Handbook from time to time to reflect evolving technologies, industry best practices, or operational improvements. However, any updates that materially affect Client’s legal obligations, fees, or service commitments will be provided to Client in writing and will not take effect until at least fifteen (15) days after such notice, unless otherwise agreed by the Parties.

Failure by Client, its users, or administrators to follow the requirements set forth in the Client Handbook, as amended in accordance with this section, whether inadvertent or intentional, absolves eSudo from liability for resulting claims, losses, or damages. The Client Handbook constitutes eSudo’s confidential and proprietary trade secrets and may not be disclosed to third parties without eSudo’s express written consent.

ARTICLE 3 – BILLING AND PAYMENT

3.1 Charges. MRC (monthly recurring charges) are payable in advance via Zelle (preferred), ACH, or Wire Transfer upon request. Other charges, such as hardware or out-of-scope work, are invoiced separately as defined in the Service Statement or Service Order.

3.2 Non-Payment and Suspension. Services may be suspended after fifteen (15) days of non-payment. Late fees of 1.5% per month, or the maximum legal rate, apply.

3.3 Annual Fee Increases. In order to account for rising operating costs, cost of inflation and price increases by our vendors and suppliers, the Monthly Recurring Charge provided in Service Order or Quote is subject to an annual increase of 3-5% each calendar year, on the anniversary of the signing of this Agreement. The fee increase applies to all contracts regardless of term, and will be communicated to You no less than 30 days in advance of the increase. As eSudo guarantee that the rate of increase will never exceed 5%, a change in MRC as described this paragraph shall not serve as grounds for terminating this Agreement.

3.4 Taxes. Client is responsible for applicable taxes.

3.5 Refunds. Fees are non-refundable once services commence.

3.6 Invoice Disputes. Client must notify eSudo of invoice disputes in writing with supporting documentation within thirty (30) days. Failure to do so deems the invoice accepted. Client must pay undisputed amounts promptly.

3.7 Acceptance by Payment. Payment of any invoice issued under this Agreement constitutes Client’s acknowledgment and acceptance of the terms and conditions of this Agreement, including any Service Orders, Client Technology Handbook, and incorporated documents.

ARTICLE 4 – CLIENT RESPONSIBILITIES

Client agrees to:

• Provide accurate, current information;

• Maintain designated Authorized Contacts;

• Avoid unauthorized access or modifications to systems;

• Obtain eSudo’s approval before introducing unapproved hardware/software;

• Maintain secure remote access as required;

• Permit installation of monitoring/support tools. Disabling tools limits eSudo’s obligations.

4.7 Third-Party Products and Agreements. Client is responsible for complying with all applicable third-party agreements (including EULAs, SLAs, and terms of use) associated with products supported by eSudo. Third-party agreements may change, and Client must stay informed. eSudo disclaims all liability regarding third-party performance, security, or functionality.

4.8 Service Effectiveness Limitation. Unauthorized changes, failure to follow eSudo’s recommendations, or lack of cooperation may impair services and limit eSudo’s liability.

4.9 Staffing & Non‑Solicitation. Client will not solicit or hire eSudo personnel for 12 months post‑engagement; liquidated damages = 50 % of first‑year compensation.

ARTICLE 5 – SERVICE STATEMENT AND CLIENT HANDBOOK

Each Service Order includes a Service Statement detailing scope, limitations, and exclusions. The Service Statement forms part of this Agreement. The Client Handbook outlines operational processes, procedures, best practices, and general requirements to facilitate support and optimal performance of the IT Network. eSudo may update these documents to reflect operational or industry changes, provided any material updates that affect Client’s legal obligations, fees, or service commitments are communicated in writing to Client and will not take effect until at least fifteen (15) days after such notice, unless otherwise agreed by the Parties. 

ARTICLE 6 – WARRANTIES AND LIABILITY

6.1 Limited Warranty. eSudo warrants services for thirty (30) days as performed in a professional manner.

6.2 Limitation of Liability. eSudo’s total liability is limited to fees paid by Client in the three (3) months preceding the claim. eSudo is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages.

6.3 No Data or System Performance Guarantee. eSudo does not warrant uninterrupted or error-free operation. eSudo is not responsible for cybersecurity breaches or data loss beyond its control.

6.4 Data Backup Responsibility. Unless specified in a Service Order, eSudo is not responsible for data backups.

6.5 Cybersecurity Insurance Disclaimer. eSudo’s services are not a substitute for cybersecurity insurance or regulatory compliance.

ARTICLE 7 – INSURANCE AND MUTUAL WAIVER OF SUBROGATION

7.1 Client Insurance Requirements. Client must maintain Cyber Liability, Property, General Liability, and other reasonable insurance with mutual waiver of subrogation.

7.2 Proof of Insurance. Proof of insurance must be provided within ten (10) business days upon request.

7.3 Mutual Waiver of Subrogation. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ALL RIGHTS AGAINST THE OTHER FOR RECOVERY OF DAMAGES TO THE EXTENT THESE DAMAGES ARE COVERED BY THE WORKERS’ COMPENSATION, EMPLOYERS’ LIABILITY, PROFESSIONAL LIABILITY, GENERAL LIABILITY, PROPERTY INSURANCE, COMMERCIAL UMBRELLA/EXCESS, CYBER AND PRIVACY, OR OTHER COMMERCIAL LIABILITY INSURANCE OBTAINED BY EITHER PARTY. CLIENT WILL NOT HOLD CONSULTANT, ITS SUBCONTRACTORS, AND/OR THIRD-PARTY SERVICE PROVIDERS RESPONSIBLE FOR SUCH LOSSES AND WILL CONFIRM THAT CLIENT INSURANCE POLICIES REFERENCED ABOVE PROVIDE FOR THE WAIVER OF SUBROGATION INCLUDED IN THE TERMS OF SERVICE.

ARTICLE 8 – INDEMNIFICATION

8.1 Mutual Indemnification. Each Party indemnifies the other for third-party claims arising from its negligence or misconduct, subject to limitations herein.

8.2 Client Indemnification for System Misuse. Client indemnifies eSudo for claims arising from:

• Failure to maintain recommended security measures;

• Misconfigurations not performed by eSudo;

• Unauthorized third-party access caused by Client.

ARTICLE 9 – CONFIDENTIALITY AND DATA PROTECTION

9.1 Confidentiality. Both Parties shall safeguard Confidential Information, including PII, trade secrets, and technical data.

9.2 Data Protection. eSudo shall comply with applicable data privacy laws and not misuse Client data.

9.3 Disclosure to Agents. Confidential Information may be shared with employees or contractors on a need-to-know basis, provided they are bound by confidentiality obligations.

ARTICLE 10 – DEFAULT

10.1 Client Default. Non-payment or breach by Client constitutes default, permitting service suspension or termination.

10.2 eSudo Default. Material breach by eSudo, uncured within thirty (30) days, permits Client to terminate services.

ARTICLE 11 – NOTICES AND DISPUTE RESOLUTION

11.1 Notices. All notices must be in writing and are deemed delivered upon (a) personal delivery, (b) confirmed email, or (c) forty-eight (48) hours after certified mail deposit. Notices to eSudo must also be sent to [email protected].

11.2 Entire Agreement. This Agreement supersedes all prior agreements. Modifications require written consent of both Parties.

11.3 Severability. Invalid provisions shall be modified to be enforceable; the remainder remains in effect.

11.4 Assignment. Client may not assign this Agreement without eSudo’s written consent. eSudo may assign in connection with a merger, acquisition, or to an affiliate.

11.5 Survival. Provisions regarding warranties, limitations of liability, indemnification, confidentiality, and dispute resolution survive termination.

11.6 No Waiver. Failure to enforce provisions does not waive rights.

11.7 Force Majeure. Neither Party is liable for delays beyond their control. If lasting more than thirty (30) days, either Party may terminate with ten (10) days’ notice.

11.8 Mediation. Disputes shall first be mediated in California, with costs shared equally.

11.9 Governing Law. California law governs this Agreement.

11.10 Jurisdiction and Venue. Santa Clara County, California courts have exclusive jurisdiction.

11.11 Attorney’s Fees. The prevailing Party in any dispute may recover legal fees and costs.

11.12 Headings. Headings are for convenience and do not affect interpretation.

11.13 Counterparts and Electronic Signature. This Agreement may be executed in counterparts and signed electronically.

ARTICLE 12 – INTELLECTUAL PROPERTY AND THIRD-PARTY AGREEMENTS

12.1 Work Product Ownership. eSudo retains all rights to work product created under this Agreement. Upon full payment, Client receives a limited, non-transferable license for internal use.

12.2 Third-Party Products and Agreements. Client acknowledges that all third-party products and services provided or supported by eSudo are subject to their respective End User License Agreements (EULAs), Terms of Service, or similar agreements, which may be updated by the applicable vendors from time to time. Client is solely responsible for reviewing and complying with all such agreements, regardless of whether links or copies have been provided by eSudo.

As a convenience, eSudo may reference links to certain third-party agreements, but such references are not exhaustive. The absence of a listed vendor or product does not exempt Client from complying with applicable terms. eSudo makes no warranties and disclaims all liability regarding the performance, support, security, or functionality of any third-party products, including limitations of liability stated in those agreements.

Examples of commonly applicable agreements include, but are not limited to:

• Microsoft 365 and Cloud Services: https://www.microsoft.com/en-us/servicesagreement

• Google Workspace: https://workspace.google.com/terms/premier_terms/

• Amazon Web Services (AWS): https://aws.amazon.com/agreement/

• N-able Backup: https://www.n-able.com/legal/end-user-license-agreement

• Todyl Security: https://www.todyl.com/terms

• Redstor Backup Software: https://www.redstor.com/end-user-licence-agreement/

12.3 Power of Attorney for Software License Acceptance. If Client requests eSudo to procure, install, or configure software, cloud services, or other technology products on Client’s behalf, Client hereby grants eSudo a limited, irrevocable Power of Attorney solely for the purpose of accepting End User License Agreements (EULAs), terms of service, or similar agreements required for the proper acquisition, installation, and use of such software or services. Client acknowledges and agrees they are bound by such agreements, and eSudo shall have no liability beyond those agreements’ terms or for the performance, security, or compliance of any third-party products.

ARTICLE 13 – AUDIT RIGHTS AND SECURITY STANDARDS

13.1 eSudo Audit Rights. eSudo may audit Client’s systems to verify compliance.

13.2 Security Standards and Client Cooperation. eSudo implements reasonable security measures. Client must:

• Provide required access and information;

• Follow documented security recommendations;

• Avoid unauthorized changes that compromise security.

ARTICLE 14 – CALIFORNIA LAW COMPLIANCE

14.1 Compliance with California Law. This Agreement complies with applicable California laws. Invalid provisions shall be modified to comply, preserving the remainder of the Agreement.

END OF AGREEMENT