Master Service Agreement

Version: 2.0

Effective Date: April 1, 2026

Published: April 1, 2026

Last Updated: April 1, 2026

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: This Agreement becomes effective upon the earliest of: (a) Client’s execution of a Statement of Work that references this Agreement; or (b) Client’s authorization of services or continued use of Provider’s services after being provided access to this Agreement. This Agreement is incorporated into and governs all Services provided by Provider unless otherwise expressly agreed in writing.

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 are typically defined in one or more Statements of Work (“SOWs”). In the absence of an executed SOW, services may be authorized by Client through written or electronic communication and shall be governed by this Agreement. Any service or responsibility not expressly included in a SOW or otherwise agreed is excluded by default. Provider may perform out-of-scope services only upon Client’s request or approval.

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.
3.1. Supported Systems and lifecycle Requirements
Client acknowledges that Provider’s ability to deliver Services is dependent on supported, up-to-date systems and infrastructure. Provider does not support systems, software, or hardware that are:
• End-of-life (EOL)
• End-of-support (EOS)
• No longer supported by the manufacturer or vendor including, but not limited to, operating systems such as Windows versions no longer supported by Microsoft.
Any services performed on such unsupported systems shall be:
• Considered out-of-scope; and
• Billed at Provider’s then-current hourly or project rates
Provider reserves the right to:
• Decline support for unsupported systems;
• Recommend remediation, upgrade, or replacement; and
• Limit liability related to performance, security, or stability issues arising from such systems.
Continued reliance on unsupported systems may materially impact Provider’s ability to deliver Services and may result in exclusion from certain service offerings.
3.2 Third-Party Vendor Support
Client is responsible for maintaining active and current support agreements with all third-party vendors associated with systems, software, or equipment within the Client environment (“Vendor Equipment”). Provider’s support of such Vendor Equipment is dependent upon the availability of vendor support and cooperation.
If Client does not maintain a valid and current support agreement with the applicable third-party vendor:
• Provider’s ability to support such systems may be limited or unavailable; and
• Any services performed by Provider related to such systems shall be considered out-of-scope and billed at Provider’s then-current hourly or project rates.
Provider shall not be responsible for issues requiring vendor escalation, proprietary access, or manufacturer support where such support is not available to Provider.
Provider reserves the right to require restoration of vendor support as a condition to continued management of affected systems.

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.
4.6 Month-to-Month Services. For services provided without a defined term in an executed SOW, such services shall be deemed month-to-month. Either party may terminate such services upon at least thirty (30) days’ prior written notice. Client shall remain responsible for all fees incurred during the notice period, including any recurring services provisioned during that time. In no event shall the final invoice be less than one (1) full month of service following notice of termination.

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. Unless otherwise specified in a Statement of Work, such increases may take effect on or after each annual anniversary of the applicable service start date. Client is responsible for applicable taxes excluding Provider’s income taxes.
5.1 Out-of-Scope Services. Services not expressly included in an applicable Statement of Work are outside the scope of this Agreement. Provider may perform out-of-scope services at Client’s request or with Client’s approval. Fees for such services shall be billed at Provider’s then-current rates or as otherwise agreed in writing. Recurring services provided without a defined term shall be billed on a month-to-month basis.

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.

20. AMENDMENTS
By executing a Statement of Work, authorizing services, or continuing to use Provider’s services after being provided access to this Agreement, Client acknowledges that it has reviewed, understands, and agrees to be bound by this Agreement.