This Managed Services Agreement (“Agreement”) is made and entered into by and between Managed Technology Solutions (ManagedTEK) (“Service Provider”) and the Subscriber (“Subscriber”).
For good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:
- Services - Service Provider agrees to provide the managed services described in this Agreement for eligible equipment covered under warranty and within the scope of Service Provider’s standard product offerings. Equipment or services outside this scope may incur additional costs.
Service Provider may update or modify the services from time to time. If any such change materially alters the nature of the services, Subscriber may terminate this Agreement by providing written notice within seven (7) days of Service Provider’s notice of such change. Subscriber must deliver this termination notice within thirty (30) days after the change is communicated.
Service Provider may modify the fees in Schedule B on an annual basis. Subscriber may negotiate fee changes with Service Provider.
2. Term and Termination - This Agreement commences on the Effective Date and continues month-to-month unless terminated in accordance with this section. The Agreement will automatically renew on each monthly anniversary.
2.1 Termination Rights - This Agreement may be terminated as follows:
- Either party may terminate with sixty (60) days’ written notice.
- If Service Provider materially breaches the Agreement and fails to cure the breach within thirty (30) days after Subscriber’s written notice, Subscriber may terminate the affected Services.
- If Subscriber fails to pay any outstanding charges within ten (10) days after receiving written notice, Service Provider may terminate the Agreement immediately.
2.2 Effect of Termination - Upon termination, Subscriber remains responsible for:
- All charges incurred through the termination date,
- Any future charges due during the agreed term (if applicable),
- Any costs resulting from Subscriber’s early termination.
Sections 4, 6, 8, 9, and 12 survive termination.
3. Eligibility - All Subscriber equipment must meet minimum eligibility requirements to qualify for coverage. If equipment does not meet requirements, Service Provider may perform necessary remediation at the hourly rates in Schedule B. Service Provider may review equipment remotely or via photographs to determine eligibility.
4. Payment & Fees - Subscriber will be billed monthly in advance for recurring services unless otherwise specified. Additional labor or project-based work will be invoiced under net-10 terms.
Accepted payment methods include ACH, wire transfer, credit card, and debit card. Service tickets may be added to Subscriber’s monthly billing.
4.1 Taxes - Fees do not include applicable taxes. Subscriber is responsible for all sales, use, value-added, and other taxes arising from the services, except taxes imposed on Service Provider’s income.
4.2 Failure to Pay - Failure to pay any fees when due constitutes a material breach. Service Provider may suspend services and/or terminate this Agreement for non-payment.
5. Subscriber Responsibilities
5.1 Authorized Contacts - Subscriber shall designate one primary and one secondary authorized contact who have authority to make decisions on Subscriber’s behalf.
5.2 Provision of Resources - Subscriber will provide, at its own expense:
- Necessary personnel, hardware, software, and materials
- Appropriate workspace
- Access to all required information, passwords, and facilities
If access is denied or restricted, Service Provider is not responsible for any resulting delays or inability to perform services. Subscriber agrees to hold Service Provider harmless in such circumstances.
5.3 Environment and Equipment - Subscriber must maintain proper environmental conditions for all equipment, including:
- Temperature between 68°F and 78°F
- Adequate humidity control
- Properly conditioned electrical supply
5.4 Timeliness - Delivery timelines depend on Subscriber’s timely provision of necessary information, approvals, and access.
6. Proprietary Rights
6.1 Service Provider Intellectual Property - Service Provider retains all rights to its pre-existing and newly developed intellectual property, including software, methodologies, tools, and related materials (“Service Provider Intellectual Property”). Subscriber assigns Service Provider any rights it may inadvertently obtain in such materials.
6.2 License to Deliverables - Service Provider grants Subscriber a perpetual, worldwide, royalty-free, non-exclusive, non-transferable license to use deliverables solely for Subscriber’s internal business purposes. This includes any incorporated Service Provider Intellectual Property.
6.3 Subscriber Data - Subscribers retain ownership of all Subscriber data. Subscriber is solely responsible for its accuracy, quality, legality, and backup. Service Provider is not liable for loss or corruption of Subscriber data.
7. Relationship of the Parties - Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
8. Service Warranty - Service Provider warrants that services will be performed in a professional and lawful manner consistent with industry standards.
If Subscriber notifies Service Provider in writing of a non-conforming service within ten (10) business days, Service Provider will use commercially reasonable efforts to re-perform the service. If re-performance is impracticable, Service Provider will refund fees allocable to the non-conforming service.
9. Limitation of Liability - Service Provider is not liable for indirect, special, punitive, exemplary, or consequential damages. Service Provider’s total liability for any claim shall not exceed the lesser of:
- $1,000, or
- The total amount paid by Subscriber in the three (3) months preceding the incident.
These limitations apply regardless of the legal theory asserted.
10. Mediation / Arbitration - Any dispute arising under this Agreement will first be submitted to voluntary mediation. If unresolved, the matter will proceed to binding arbitration under the rules of the American Arbitration Association and/or the California Arbitration Act. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
11. Force Majeure - Except for Subscriber’s payment obligations, neither party is liable for delays or failures caused by circumstances beyond their reasonable control.
12. Confidentiality - “Confidential Information” includes all nonpublic business or technical information disclosed by either party that is marked or reasonably understood as confidential. This obligation survives termination.
13. Indemnification - Subscriber agrees to indemnify and hold Service Provider harmless from claims, damages, or expenses (including attorneys’ fees) arising from Subscriber’s negligent or intentional acts or omissions.
14. Insurance - Service Provider will maintain insurance customary for managed service providers, including:
- Commercial General Liability
- Professional Liability (Errors & Omissions)
15. General Provisions
15.1 Entire Agreement - This Agreement and its Schedules constitute the complete understanding between the parties and supersede all prior agreements.
15.2 Modifications - Any modification must be in writing and signed by authorized representatives of both parties.
15.3 Governing Law - This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles.
Schedule A – Scope of Services
- Managed IT Services Included - Service Provider will provide the following services as part of the Subscriber’s managed services plan, unless otherwise limited or excluded
1.1 Endpoint Management
- Monitoring and management of workstations, laptops, and servers
- Deployment of security patches and OS updates
- Remote support and troubleshooting
- Performance monitoring and alerting
1.2 Network Management
- Monitoring and management of firewalls, switches, and wireless access points
- Configuration changes, firmware updates, and performance optimization
- Security policy and VLAN adjustments (as permitted by hardware)
- Alerts and incident notifications for critical network events
1.3 Security Services
- Managed Antivirus/EDR installation and monitoring
- Automated threat detection and response
- DNS/Content filtering management
- Email security policy configuration (SPF, DKIM, DMARC when supported)
- Multi-Factor Authentication (MFA) assistance for supported applications
1.4 Backup and Business Continuity
- Monitoring and management of cloud and local backups
- Monthly backup verification
- Quarterly recovery testing (as scheduled)
- Assistance with data recovery requests
1.5 Help Desk Support
- Unlimited remote support during business hours (unless alternate plan selected)
- Priority ticket routing for critical outages
- User onboarding/offboarding
- Software installation and configuration (approved applications only)
1.6 Vendor Management
- Communication with third-party vendors on Subscriber’s behalf
- Ticket creation and escalation for ISP, software vendors, and hardware manufacturers
- Documentation of vendor support cases
1.7 Documentation & Reporting
- Network and device documentation maintained in ManagedTEK systems
- Quarterly reports summarizing:
- System health
- Ticket activity
- Security events
- Backup status
2. Excluded Services (Available at Additional Cost) - The following services are not included unless quoted separately:
- Hardware purchases, upgrades, or replacement
- New system deployments (servers, network infrastructure, cloud environments)
- Cabling or physical network installations
- Website development or hosting
- Application development or database programming
- Compliance audits (HIPAA, PCI, SOC2, FTC Safeguards, etc.)
- Data migration from legacy systems
- After-hours or emergency support (unless Subscriber is on an upgraded plan)
- Unsupported or end-of-life systems
- Remediation required to bring environment up to minimum security standards
3. Service Levels
3.1 Response Time
- Critical issues: within 1 hour
- Major issues: within 4 hours
- Standard issues: same business day
- Low-priority requests: within 24–48 hours
3.2 Coverage Hours
- Standard support hours: Monday–Friday, 8:00 AM – 5:00 PM PST
- After-hours support: available at additional cost
Schedule B:
| Remote Support Monday - Friday, 8:00 a.m. - 5:00 p.m. pst |
$150 per hour |
| On-Site Support Monday - Friday, 8:00 a.m. - 5:00 p.m. pst |
$185 Per Hour, 2-Hour Minimum + Trip Fee |
| After Hours & Weekend Support |
On-Site: $225 Per Hour |
| Holiday Support |
On-Site: $300 Per Hour |
| Emergency Remote Response Time | 1 Hour Or Less |
| Emergency On-Site Response Time | As Available |
| Cybersecurity Event | $350 Per Hour |
| Small Projects | N/A |
| Block Hours | 10 Hours X $150 Per Hour |
Backup Monitoring ( Monthly Monitoring Fee)
Backup monitoring includes weekly backup checkup and repair to any failed backup jobs. This service keeps up with the maintenance of system backups based on agents purchased from ManagedTEK.
IT Support Services:
IT support services are sold in a monthly fee as remote support based on the amount of users a business has.
Remote Support: ( Monthly Fee Per User) HelpDesk Services are SLA based, with general IT support assistance for common computer problems, all support is performed remotely. All Onsite support is Times and Materials based. Onsite support is charged hourly rate including travel time.
- Application; Repairs, Installation, Removal, Troubleshooting
- Printer & scanner; Repairs, Installation, Removal, Troubleshooting, Firmware updates
- Operating System; Configuration changes, Repairs, Patching, Password resets,
- Server Operating Systems, Configuration changes, Repairs, Patching, Password resets, Permissions issues, Shares, printers, Maintenance
- Firewall; Configuration Changes, Vpn setups, Firmware updates, Troubleshooting
- Security; Virus removal, Whitelisting, Installation, Removal, Repair, Troubleshooting
- Hardware and Software out of Warranty is best efforts
IT Support Times and Materials: (Hourly Rate) All IT Support is Times and Materials based unless you are paying a monthly fee for Remote Support. We base this support by appointment only with no SLA in place for this type of IT Support. This support requires approval by the client in the ticket.
- Service Desk
- Worked is done in service tickets initiated by Client (Subscriber) via email, or directly to support@managedtek.com. The tickets are then updated by tech and emails the client with updates/completion.
- Tech hours are recorded in the service tickets.
2. Types of Projects & Support
- Firewall Installation & Configuration
- Server Installation & Configuration
- Workstation & Computer Configuration
- Cyber Security Services Installation
- Networking Installation & Configuration
- Cloud Application Setup & Configuration
- Cloud Servers & Workstation
- Email and Messaging Setup & Configuration
- Security Plains & Compliance
Cybersecurity Standards Required by Subscriber - To ensure a secure and compliant environment, Subscriber agrees to maintain the following minimum cybersecurity standards. If Subscriber elects not to follow these requirements, Service Provider is not responsible for resulting security incidents, disruption, or data loss.
- User Access & Identity - Subscriber must:
- Require Multi-Factor Authentication (MFA) on:
- Email accounts
- VPN
- Remote Desktop / cloud services
- Administrative portals
- Maintain unique user accounts for each employee—no shared logins.
- Immediately notify Service Provider of employee onboarding or termination.
2. Device & Hardware Requirements - Subscriber must ensure:
- All computers comply with current OS versions supported by Microsoft/Apple.
- Unauthorized personal devices do not access business systems unless approved.
- All devices remain powered on and connected to the internet during maintenance windows.
- All critical hardware (firewalls, switches, backup systems) are kept in:
- A secure location
- Proper temperature-controlled environment
- Surge-protected and battery-backed power (UPS recommended)
3. Security Software - Subscriber must not disable or remove security tools installed by Service Provider, including:
- Managed antivirus/EDR
- DNS filtering
- Email threat protection
- Backup agents
- Monitoring agents
If a user disables or circumvents these tools, Subscriber assumes all associated risk.
4. Password & Account Requirements - Subscriber agrees to maintain:
- Passwords that meet minimum requirements:
- 12+ characters
- Mixed complexity
- No reused passwords
- Password manager use (recommended: Keeper, 1Password, Bitwarden)
- Administrative accounts restricted to authorized personnel only
- No sharing of credentials over email or text message
5. Data Protection - Subscriber must:
- Ensure employees store business files only in approved systems
- Avoid saving data to unapproved USB drives or personal cloud storage
- Follow Service Provider’s backup policy, including keeping devices online for backup windows
- Notify Service Provider immediately if any unusual activity is detected
6. Email & Communication - Subscriber agrees to:
- Maintain approved spam filtering and email security systems
- Require verification before sending sensitive information
- Implement financial change verification process (“2-step verification” for wire/bank changes)
- Report phishing attempts immediately
7. Physical Security - Subscriber must:
- Maintain secure access to server/network rooms
- Restrict physical access to authorized staff only
- Secure laptops with cable locks or controlled offices
- Lock mobile devices with passcodes
8. Compliance Requirements - Where applicable, Subscriber agrees to:
- Maintain the controls required for HIPAA, GLBA, PCI, or other regulatory frameworks
- Provide documentation requested during audits
- Follow Service Provider’s recommendations for required cybersecurity controls
If Subscriber chooses not to implement recommended controls, Service Provider may document refusal in a Risk Acceptance Form.
9. Incident Response - Subscriber must:
- Promptly report suspected breaches, phishing attempts, lost devices, or unusual activity
- Cooperate fully during investigations
- Provide requested information, logs, and access as needed
10. Failure to Meet Standards - If Subscriber fails to meet the requirements in this section:
- Service Provider may suspend certain services until compliance is achieved
- Service Provider is not responsible for security incidents caused by non-compliance
- Additional remediation or recovery work will be billed at hourly rates in Schedule B
Note: Customers may increase or decrease active device quantities at any time by submitting a request to ManagedTek’s support desk.
Non-Business Hours Support:
- New Year’s Day
- Martin Luther King
- George Washington
- Memorial Day
- Independence Day
- Labor Day
- Columbus Day
- Veterans Day
- Thanksgiving Day
- Thanksgiving Eve
- Christmas Day
- Christmas Eve
