Master Service Agreement

2.1 Service Delivery

MS Power House will provide the Services described in each Statement of Work, including but not limited to:

• Managed IT Services and 24/7 monitoring
• Cloud migration and Azure services
• Data migration and email migration services
• Cybersecurity solutions and threat protection
• Microsoft 365 consultation and implementation
• Business automation and workflow optimization

2.2 Service Standards

All Services will be performed in accordance with industry best practices, applicable Service Level Agreements, and professional standards.

3.1 Initial Term

This Agreement commences on the Effective Date and continues for an initial term of three (3) years, unless terminated earlier in accordance with this Agreement.

3.2 Renewal

This Agreement will automatically renew for successive one (1) year periods unless either party provides ninety (90) days written notice of non-renewal.

3.3 Termination for Convenience

Either party may terminate this Agreement for convenience with ninety (90) days written notice. Client remains liable for all fees incurred through the termination date.

4.1 Fees and Payment

Client will pay all fees as specified in the applicable Statement of Work. Key payment terms include:

• Monthly recurring fees due in advance on the 1st of each month
• Project fees due according to milestone schedule
• Payment terms: Net 30 days from invoice date
• Late payment fee: 1.5% per month on overdue amounts

4.2 Minimum Commitment

Managed services require a minimum of twenty-five (25) users for enterprise-level service commitments and SLA guarantees.

5.1 Data Protection

MS Power House implements industry-standard security measures including encryption, access controls, and regular security assessments to protect Client Data.

5.2 Compliance

MS Power House maintains SOC 2 Type II certification and complies with applicable data protection regulations including GDPR and CCPA.

5.3 Data Processing Agreement

The parties will execute a separate Data Processing Agreement governing the processing of personal data in accordance with applicable privacy laws.

6.1 SLA Incorporation

The Service Level Agreement is incorporated by reference and forms an integral part of this Agreement.

6.2 Key Commitments

• 99.9% service availability for managed services
• 15-minute response time for Priority 1 incidents
• 24/7 monitoring and support for critical systems
• SLA credits for failure to meet commitments

7.1 Liability Cap

MS Power House's total liability under this Agreement is limited to the greater of (a) $5,000,000 or (b) the total fees paid by Client in the twelve (12) months preceding the claim.

7.2 Exclusions

Neither party will be liable for indirect, incidental, consequential, or punitive damages, except for breaches of confidentiality or data security obligations.

7.3 Insurance

MS Power House maintains professional liability insurance of not less than $5,000,000 and cyber liability insurance of not less than $10,000,000.

8.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.

8.2 Dispute Resolution

Disputes will be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.

8.3 Entire Agreement

This Agreement, together with all Statements of Work and referenced documents, constitutes the entire agreement between the parties.