Master Service Agreement

Version: 2026.01

This Master Services Agreement (“Agreement” or “MSA”) governs the provision of managed IT services, cybersecurity services, compliance services, and related professional services by C Squared Networks, LLC, a New Jersey limited liability company (“Provider” or “C SQUARED”), to its clients (“Client”).

Effective Date: The date Client executes a Statement of Work (“SOW”) that expressly references this version of the Agreement. This Agreement is incorporated by reference into and made part of each SOW executed by the parties. This Agreement does not become binding unless and until a SOW is executed.

1. DEFINITIONS

“Services” means the services described in one or more executed Statements of Work.
“Statement of Work” or “SOW” means a written document executed by the parties that defines the specific Services, scope, pricing, and term.
“Confidential Information” means non-public, proprietary, or sensitive information disclosed by either party.
“Vendor Equipment” means third-party hardware, software, or systems supported or managed in connection with the Services.

2. STATEMENTS OF WORK; SCOPE OF SERVICES

Services shall be provided solely pursuant to one or more SOWs executed under this Agreement. Each SOW is incorporated herein by reference. Any service or responsibility not expressly included in a SOW is excluded by default. Services requested outside a SOW constitute Out-of-Scope Services and will be billed in accordance with Exhibit A or an executed change order.

3. CLIENT RESPONSIBILITIES

Client shall:

Provide reasonable access to systems, personnel, and facilities;
Maintain required vendor support contracts for Vendor Equipment;
Maintain backups of Client data unless otherwise agreed;
Comply with applicable laws and regulations;
Designate authorized contacts for approvals and communications.

4. TERM AND TERMINATION

4.1 Term of Agreement: This Agreement shall commence on the Effective Date and remain in effect until terminated by either party upon thirty (30) days’ written notice. Termination of this Agreement shall not terminate any active SOW. Each SOW shall remain in effect for its stated term unless terminated in accordance with this Agreement.

4.2 Termination for Convenience (Auto-Scaling by SOW Term): Following the first three (3) months of the term of an applicable SOW, either party may terminate that SOW for convenience upon written notice. Termination requirements automatically scale based on the SOW term:

(a) SOWs of twelve (12) months or less: Sixty (60) days’ written notice; early termination fee equal to one (1) month of recurring service fees.
(b) SOWs longer than twelve (12) months: Ninety (90) days’ written notice; early termination fee equal to three (3) months of recurring service fees.

Termination fees are in addition to fees payable during the notice period. Client remains responsible for all fees due through the effective termination date, non-recurring charges, third-party and prepaid costs, and committed license fees. Termination of a SOW shall not terminate any other SOW or this Agreement.

4.3 Termination for Cause: Either party may terminate this Agreement or an applicable SOW upon written notice if the other party: materially breaches and fails to cure within thirty (30) days; becomes insolvent or subject to bankruptcy proceedings; or engages in gross negligence or willful misconduct.

4.4 Effect of Termination: Upon termination, Client shall pay all amounts due through the termination date, and Provider shall cease Services and deliver paid-for work product.

4.5 Pricing Acknowledgment: Client acknowledges that pricing under this Agreement and applicable SOWs reflects discounted rates based on Client’s commitment to the agreed term.

5. FEES AND PAYMENT

Fees are set forth in the applicable SOW. Invoices are due within thirty (30) days. Late payments accrue interest at 1.5% per month or the maximum permitted by law. Provider may increase recurring fees by up to ten percent (10%) annually upon written notice. Client is responsible for applicable taxes excluding Provider’s income taxes.

6. THIRD-PARTY COSTS

Third-party costs are excluded unless expressly included in a SOW and shall be reimbursed by Client.

7. SOFTWARE AND TOOLS

Software deployed by Provider remains Provider’s property and is licensed solely for delivery of Services. Client acquires no ownership rights.

8. WARRANTY DISCLAIMER

Services are performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS”, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED.

9. LIMITATION OF LIABILITY

Provider shall not be liable for indirect, incidental, special, or consequential damages. Provider’s total liability shall not exceed the fees paid by Client in the twelve (12) months preceding the event giving rise to the claim, except for gross negligence, willful misconduct, or indemnification obligations.

10. INDEMNIFICATION

Each party shall indemnify the other against third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement, subject to the limitations herein.

11. CONFIDENTIALITY

Each party shall protect Confidential Information and use it solely for purposes of this Agreement. Confidentiality obligations survive termination for five (5) years.

12. RETURN OF RECORDS

Upon termination, Provider shall return Client data in a commercially reasonable format within fourteen (14) days, subject to retention obligations.

13. ASSIGNMENT

Neither party may assign without consent, except in connection with a merger or sale of substantially all assets.

14. NOTICES

Notices shall be provided by email, courier, or certified mail and are deemed received per delivery method.

15. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of New Jersey. Venue shall lie exclusively in New Jersey courts.

16. ENTIRE AGREEMENT

This Agreement and all executed SOWs constitute the entire agreement and supersede all prior agreements.

17. SURVIVAL

Sections relating to payment, confidentiality, indemnification, limitation of liability, and termination obligations survive termination.

18. FORCE MAJEURE

Neither party shall be liable for delays caused by events beyond reasonable control. Payment obligations are not excused.

19. BINDING EFFECT

This Master Services Agreement becomes effective and binding upon the execution of any Statement of Work that incorporates this Agreement by reference. By executing a Statement of Work, Client acknowledges that it has reviewed, understands, and agrees to be bound by the then-current version of this Agreement.

EXHIBIT A: OUT-OF-SCOPE SERVICES CHARGES

This Exhibit A is incorporated by reference into the Master Services Agreement (the “MSA”) between C SQUARED and Client.

1. Purpose

This Exhibit defines the hourly rates and terms for “Out-of-Scope Services.” These are services, work, or tasks requested by the Client and performed by the C SQUARED that are not explicitly defined in a mutually executed Statement of Work (SOW) or are specifically excluded from coverage under the standard MSA terms.

2. Authorization of Out-of-Scope Services

C SQUARED is not obligated to perform any Out-of-Scope Services until the Client has provided written authorization (e.g., via a signed Change Order or an authorized email approval). Authorization must be obtained before the commencement of the work.

3. Out-of-Scope Hourly Rates

All authorized Out-of-Scope Services will be billed on a time and materials basis at the following standard hourly rates.

Service Category	Service Level / Role	Hourly Rate (USD)
General IT Services
Standard Help Desk Support (Tier 1/2)	Technician / Support Specialist	$150 / hour
Systems Administration & Network Support	Systems Administrator	$200 / hour
Infrastructure/Cloud Architecture Consulting	Senior Consultant	$250 / hour
Cybersecurity Services
Security Monitoring & Alert Triage (SOC)	Security Analyst	$175 / hour
Vulnerability Assessments / Penetration Testing	Specialist / Ethical Hacker	$250 / hour
Incident Response & Forensics	Incident Handler / Expert	$300+ / hour
IT Strategy & Risk Consulting	Senior Cyber Risk Consultant	$400 / hour

4. Billing Increments and Terms

Billing Increment: Time spent on Out-of-Scope Services will be tracked and billed in minimum increments of fifteen (15) minutes.
Payment Terms: Invoices for Out-of-Scope Services are due and payable within thirty (30) days of the invoice date.
Expenses: Pre-approved, reasonable travel and material expenses incurred while providing Out-of-Scope Services will be itemized and billed separately.
Rate Changes: C SQUARED reserves the right to review and adjust these rates annually, providing Client with 30 days written notice of any changes.

5. Exclusions (Examples of work that are always Out-of-Scope)

The following are explicitly excluded from any standard SOW and will always be billed according to the rates above:

Support for hardware or software outside the agreed-upon standard environment.
New software development or custom application integration.
Major hardware refreshes or network infrastructure overhauls (these require a dedicated SOW).
Any work required due to Client negligence, misuse of systems, or failure to follow agreed-upon security policies.