Master Services Agreement (MSA)

Version 1.5 – Effective 8/28/2026

1. Agreement Overview

This Master Services Agreement (“Agreement” or “MSA”) is made between Andersen Computer Services, Inc. d/b/a OST (“Service Provider”) and the client identified in a signed proposal or quote referencing this Agreement (“Client”).

This Agreement governs the provision of managed IT services, including network monitoring, remote support, endpoint protection, and other technology services provided to Client under a monthly service plan. Exact deliverables, pricing, and plan-specific terms are defined in the signed proposal or quote (the “Quote”).

By accepting a Quote referencing this Agreement, Client acknowledges and agrees to the terms herein. The version of this MSA in effect on the date the Quote is accepted shall govern for the duration of the then-current term; prior versions are archived and available upon request. In the event of a conflict between this MSA and the Quote, the Quote controls only where it expressly states that it modifies this MSA.

2. Term, Renewal, and Termination

• Initial Term: This Agreement has an initial term of thirty-six (36) months (the “Initial Term”), beginning on the first day of the calendar month following acceptance of the Quote, unless a different term is stated in the Quote.
• Renewal: The Agreement automatically renews for successive twelve (12) month periods (each a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
• Termination by Client for cause: Client may terminate with thirty (30) days’ written notice if Service Provider fails to cure a material breach within that notice period. No Early Termination Fee applies to a termination under this provision.
• Termination by Client for convenience: If Client terminates this Agreement before the end of the then-current term for any reason other than Service Provider’s uncured material breach, Client shall pay an Early Termination Fee equal to the then-current monthly recurring fee multiplied by the number of months (including any partial month) remaining in the then-current term, due within fourteen (14) days of Client’s notice of termination.
• Termination by Service Provider: Service Provider may terminate with thirty (30) days’ written notice for any reason. If Service Provider terminates for convenience, Client will receive a pro-rated refund of any prepaid, unused fees, and no Early Termination Fee applies.
• Transition assistance: Upon any termination, Service Provider will assist with an orderly transition of services. Transition assistance is billed at Service Provider’s then-current hourly rates and is conditioned on Client’s account being paid in full.
• Change of control: A change of control of Service Provider does not affect the term or any termination rights under this Section; see Section 12.

3. Fees, Billing, and True-Up

• Monthly recurring fees are outlined in the signed Quote.
• Invoices are due on the first (1st) of each month via ACH.
• Overdue balances accrue a late charge of 1.5% per month (or the maximum rate permitted by law, whichever is less). Services may be suspended if payment is more than ten (10) days late; suspension does not relieve Client of its payment obligations.
• Per-unit true-up: Fees are based on the quantities of users, endpoints, servers, and locations stated in the Quote. Service Provider will reconcile actual quantities monthly against monitoring and licensing counts; additions or reductions are billed or credited at the per-unit pricing in the Quote beginning the following monthly invoice. Reductions shall not reduce total quantities below 80% of the quantities stated in the Quote without Service Provider’s written agreement.
• Annual adjustment: Unit pricing may increase once per twelve (12) month period by no more than 5% upon thirty (30) days’ written notice.

4. Scope of Services

Covered services typically include:

• 24/7 monitoring and patching of endpoints and cloud systems
• Managed EDR/MDR, spam filtering, and dark web monitoring
• Security awareness training and phishing simulation
• 24/7 remote help desk
• Onsite support, included at Service Provider’s discretion
• Backup and disaster recovery services (if included in the signed scope of work)

Exact deliverables, service levels, and response targets are defined in the signed Quote.

5. Business Hours; Submitting Support Requests

“Business Hours” means 8:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays. Remote support is available 24/7/365; response-time targets stated in the Quote apply during Business Hours only, and requests outside Business Hours are handled on a best-effort basis.

Client may request support through the following methods:

1. Phone (preferred and fastest): call the 24/7 help desk at 401-773-7766. This is the most direct and prioritized method and should be used for any time-sensitive or urgent issue.
2. Email: submit a ticket to support@ost247.com. Email is monitored regularly but may have longer response times than phone support.
3. Client portal: log in at onsitetechsri.itclientportal.com to submit and track tickets. Best suited for non-urgent issues or status updates.
4. Desktop shortcut: use the “OST Support” shortcut installed on all managed devices. These tickets are routed into the queue but are not prioritized over phone calls.

6. Client Responsibilities

To receive services, Client must:

• Maintain a supported and secure IT environment meeting Service Provider’s published Minimum Standards
• Follow Service Provider’s recommendations for security and compliance
• Provide administrative access to systems and notify Service Provider of changes or incidents

7. Exclusions

This Agreement does not cover:

• Hardware, parts, or licensing costs
• Unlicensed or unsupported systems
• Force majeure events, misuse, or third-party vendor delays
• Custom software development or training (unless specified in the Quote)

8. Limitation of Liability

Except for the carve-outs below, each party’s aggregate liability arising out of or related to this Agreement is limited to the total fees paid by Client in the six (6) months preceding the claim, and neither party is liable to the other for indirect, incidental, special, or consequential damages, including lost profits or business interruption, even if advised of the possibility of such damages.

The limitations above do not apply to: (a) a party’s gross negligence or willful misconduct; (b) a party’s breach of Section 9 (Confidentiality); or (c) Client’s payment obligations and indemnification obligations under this Agreement.

9. Confidentiality

Both parties agree to maintain the confidentiality of the other party’s business operations, data, and systems, and to use such information solely to perform under this Agreement, unless disclosure is required by law or authorized in writing. This obligation survives termination of this Agreement.

10. Independent Contractor Status

Service Provider acts as an independent contractor and retains the right to use third-party contractors (e.g., help desk, NOC, SOC) as part of service delivery. Service Provider remains responsible for the performance of its subcontractors.

11. Non-Solicitation

Client agrees not to solicit, hire, or contract with any employee or subcontractor of Service Provider during the term of this Agreement and for eighteen (18) months thereafter. If Client hires or engages such a person, Client may do so upon payment of a conversion fee equal to 50% of that person’s total compensation over the preceding twelve (12) months, due prior to the start of employment or engagement.

12. Assignment; Successors and Assigns; Change of Control

Service Provider may assign or transfer this Agreement, in whole or in part, including all rights, obligations, and Quotes hereunder, without notice to or consent of Client, to (a) any affiliate of Service Provider, or (b) any successor in interest by way of merger, consolidation, reorganization, sale of equity, or sale of all or substantially all of the assets or business to which this Agreement relates. Upon such assignment, the assignee assumes Service Provider’s obligations under this Agreement, and Service Provider is released from obligations arising after the effective date of the assignment.

A change in the ownership or control of Service Provider, whether by transfer of equity, assets, or otherwise, shall not constitute a breach or termination of this Agreement, shall not give rise to any right of Client to terminate, and shall not alter, shorten, or reset the then-current term, any Renewal Term, or the Early Termination Fee.

Client may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Service Provider’s prior written consent, which shall not be unreasonably withheld. Any purported assignment in violation of this Section is void.

This Agreement binds and benefits the parties and their respective permitted successors and assigns.

13. Governing Law and Venue

This Agreement is governed by the laws of the State of Rhode Island, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Rhode Island for any dispute arising out of this Agreement.

14. Cybersecurity Risk Acknowledgment and Waiver

Client acknowledges that no cybersecurity solution is 100% effective and that Service Provider cannot guarantee protection against all threats, even with best practices in place.

• Client is responsible for implementing and maintaining recommended controls, including MFA, backups, EDR, and patching.
• If Client declines or delays implementation of protections recommended by Service Provider, as documented in writing by Service Provider (including via ticket, email, or a risk-acceptance acknowledgment): Service Provider shall not be liable for resulting breaches, data loss, or downtime; and Client assumes all associated risk and agrees to indemnify Service Provider against related third-party claims or damages.
• This Section survives termination of the Agreement for twenty-four (24) months.

15. Intellectual Property; Client Materials

All automation scripts, software tools, monitoring configurations, and internal processes developed or deployed by Service Provider in delivering the services (“Provider Tools”) remain the exclusive property of Service Provider. Client is granted a limited, non-transferable, non-exclusive license to benefit from Provider Tools solely during the term of this Agreement. Upon termination, Service Provider may remove or disable Provider Tools unless otherwise agreed in writing.

Notwithstanding the foregoing, Client’s data, credentials, and documentation of Client’s own environment (including network diagrams, passwords, configurations of Client-owned systems, and license records) are and remain Client’s property. Upon termination and payment of all outstanding amounts, Service Provider will deliver such materials to Client in a standard, usable format as part of transition assistance.

16. Notices

All legal notices, including termination and non-renewal notices, must be in writing and sent by email to info@ost247.com with delivery confirmation, or by certified mail to Service Provider’s registered business address. Notices to Client will be sent to the Primary IT Contact and/or the billing contact on file.