Master Services Agreement

Clear terms for a modern technology partnership.

Modern IT, Inc. (“Modern IT,” “Supplier,” “we,” “us,” or “our”) provides managed services, professional services, cloud services, licensing and subscription administration, technology products, consulting, automation, artificial intelligence services, and related services to organizations (“Customer”). This Master Services Agreement (“MSA”) establishes the baseline terms for that relationship and is designed to work together with Customer-specific Associated Agreements and Modern IT’s Standard Rates & Service Policies.

Customer-specific Associated Agreements control first. This Master Services Agreement governs the relationship. Modern IT’s Standard Rates & Service Policies fill in commercial terms where the Associated Agreement is silent. Third-party publisher terms govern use of third-party products, but do not reduce Customer’s payment obligations to Modern IT.

1. Agreement Structure and Definitions

This MSA, together with each proposal, statement of work, order, quote, service agreement, change order, subscription authorization, or other document that incorporates or references this MSA (each, an “Associated Agreement”), forms the agreement between Modern IT and the Customer identified in the applicable Associated Agreement (collectively, the “Agreement”).

Modern IT’s Standard Rates & Service Policies, published at modernit.com/rates, are incorporated into this MSA by reference except where an Associated Agreement states otherwise.

“Services” means all managed services, professional services, support, implementation, consulting, training, cloud administration, licensing administration, procurement, automation, artificial intelligence services, and other services supplied by Modern IT.

“Third-Party Services” means software, cloud services, subscriptions, licenses, hardware, telecommunications, platforms, marketplaces, or other products or services supplied by a party other than Modern IT.

1.1 Order of Precedence

If documents conflict, the following order controls to the extent of the conflict: (1) the applicable Associated Agreement; (2) this MSA; (3) the Standard Rates & Service Policies; and (4) other Modern IT documentation expressly incorporated by reference. Third-party publisher terms govern Customer’s rights to use the applicable Third-Party Service, but do not reduce Customer’s payment obligations to Modern IT.

2. Term

This MSA begins when first accepted by Customer and continues while Modern IT provides Services, an Associated Agreement remains active, or Customer has outstanding obligations to Modern IT. Each Associated Agreement may contain its own initial term, renewal term, cancellation rights, and termination provisions.

Expiration or termination of one Associated Agreement does not automatically terminate any other Associated Agreement, subscription commitment, product order, payment obligation, confidentiality obligation, or provision intended by its nature to survive termination.

3. Services and Delivery

Modern IT will perform the Services described in the applicable Associated Agreement using commercially reasonable care and skill. Modern IT may use employees, affiliates, qualified subcontractors, distributors, cloud providers, automation systems, and other resources to perform the Services, subject to applicable confidentiality, security, and data-protection obligations.

Modern IT may improve or modify the tools, methods, platforms, processes, personnel, and systems used to deliver Services so long as the change does not materially reduce an express commitment in an Associated Agreement.

4. Customer Responsibilities

Customer will reasonably cooperate with Modern IT and timely provide information, access, approvals, decisions, facilities, credentials, licenses, personnel availability, and other resources reasonably necessary to perform the Services. Customer is responsible for the accuracy and completeness of information and instructions it provides.

• Maintain accurate information regarding personnel, locations, systems, applications, vendors, and regulatory requirements.
• Promptly notify Modern IT of hires, terminations, role changes, material business changes, suspected security incidents, and other events affecting the Services.
• Ensure that instructions and approvals given to Modern IT are authorized.
• Review and act on material recommendations, risks, and decisions presented by Modern IT.
• Comply with laws, regulations, contractual obligations, and industry requirements applicable specifically to Customer’s business.

Modern IT may reasonably rely on information and instructions received from individuals Customer has represented, designated, or permitted to act as authorized representatives.

5. Customer Decisions, Rejected Recommendations and Directed Risk

Modern IT may identify security, operational, compliance, lifecycle, performance, backup, licensing, or other risks and recommend corrective action. If Customer declines, delays, limits, or fails to implement a written recommendation, Modern IT will not be responsible for loss, interruption, compromise, additional expense, noncompliance, or other consequences to the extent caused by or materially contributed to by Customer’s decision.

If Customer directs Modern IT to implement a configuration or action contrary to a documented recommendation, Modern IT may require written acknowledgment of the associated risk and may decline any action Modern IT reasonably believes would be unlawful, unsafe, unsupported, or materially compromise Customer, Modern IT, or a third party.

6. Pricing, Invoicing and Payment

Charges will be stated in the applicable Associated Agreement or, where no specific rate is stated, calculated using Modern IT’s then-current Standard Rates & Service Policies. All amounts are exclusive of applicable taxes unless expressly stated otherwise.

Unless an Associated Agreement states otherwise, all invoices are due on the twentieth (20th) day of the month following the invoice date. Customer must raise any good-faith billing dispute in writing within fifteen (15) days after the invoice date and identify the disputed amount and basis. Customer may withhold only the disputed portion while the dispute is being resolved; all undisputed amounts remain payable when due.

If an amount is not paid when due, Modern IT may charge interest at the lesser of 1.5% per month or the maximum amount permitted by law and may recover reasonable collection costs. On five (5) Working Days’ written notice, Modern IT may suspend affected Services and/or Services under another Associated Agreement until overdue undisputed amounts are paid. Modern IT may suspend sooner where reasonably necessary to prevent continued third-party charges, security exposure, unlawful activity, or material financial exposure.

6.1 Rate and Third-Party Price Changes

Unless an Associated Agreement states otherwise, Modern IT may increase its own service rates no more than once in any twelve (12) month period and will provide Customer at least one month’s written notice. Publisher, distributor, tax, telecommunications, shipping, marketplace, cloud-consumption, licensing, currency, or other third-party price changes may be passed through when effective and are not considered a Modern IT-initiated service-rate increase. Promotional or discounted publisher pricing may expire according to the publisher’s terms without creating any obligation for Modern IT to continue the discounted price.

7. Subscriptions, Cloud Services and Third-Party Licensing

7.1 Customer Authorization

Customer authorizes Modern IT to procure, provision, renew, administer, modify, and manage Third-Party Services requested or approved by Customer, including Microsoft products and services obtained through the Cloud Solution Provider (“CSP”) program. Modern IT may rely on subscription instructions from Customer’s authorized representatives. Customer represents that individuals approving purchases, renewals, quantity changes, term changes, or cancellations have authority to bind Customer. Modern IT may require additional approval, written confirmation, or executive authorization for material subscription commitments or changes.

7.2 Publisher Terms

Third-Party Services are subject to the applicable publisher’s then-current terms, product-use rights, licensing rules, privacy terms, cancellation policies, renewal rules, support policies, availability, service levels, and program requirements. Modern IT does not control those terms and may adjust its administration of Third-Party Services as reasonably necessary to comply with publisher or distributor requirements.

7.3 Microsoft Customer Agreement

Microsoft products and cloud services procured through Modern IT’s participation in the Microsoft CSP program are subject to the then-current Microsoft Customer Agreement (“MCA”) and other applicable Microsoft terms. Customer acknowledges that Microsoft requires acceptance of the applicable MCA before certain transactions may be completed.

Customer agrees to review and accept the then-current MCA when required and authorizes Modern IT, its authorized CSP distributor, or Microsoft to record, transmit, verify, or facilitate Customer’s acceptance in accordance with Microsoft’s then-current CSP procedures. Where Microsoft permits a partner or distributor to attest that Customer accepted the MCA, Customer authorizes Modern IT and/or its authorized distributor to make that attestation after the applicable MCA has been presented to and accepted by Customer through a Microsoft-approved process. Customer authorizes Modern IT to retain evidence of the acceptance, including the accepting person’s name, email address, date, time, and related transaction information, to the extent permitted by Microsoft and applicable law.

Customer represents that the person accepting the MCA or authorizing an attestation has authority to bind Customer. Customer will timely complete any direct acceptance, reacceptance, or other Microsoft-required confirmation. Modern IT has no obligation to place, modify, or renew an affected Microsoft order until required Microsoft acceptance is complete. The MCA and other Microsoft terms govern Customer’s rights to use Microsoft products; they are separate from, and do not replace or reduce, Customer’s payment and contractual obligations to Modern IT.

7.4 Subscription Orders and Electronic Approval

An approval communicated through an Associated Agreement, quote, electronic signature platform, customer portal, ticket, email, or other agreed electronic system may constitute authorization to place or modify a subscription order when the communication reasonably identifies the product or service being approved. Modern IT may retain order records and related approvals as evidence of Customer authorization. Nothing in this Section permits Modern IT to attest to a publisher agreement unless the publisher’s then-current process permits such attestation and the required customer acceptance has occurred.

8. Subscription Commitments and Financial Responsibility

8.1 Commitment Term vs. Billing Frequency

Customer understands that a subscription’s billing frequency is not necessarily its commitment term. A subscription billed monthly may nevertheless carry an annual, multi-year, or other minimum financial commitment.

8.2 Full-Term Responsibility

Customer is financially responsible for each Third-Party Service for the full commitment term requested or authorized by Customer, except to the extent a cancellation, reduction, transfer, refund, or credit is actually permitted and completed under the publisher’s then-current policies.

8.3 No Financing of Customer Subscription Obligations

Customer acknowledges that when Modern IT procures a Third-Party Service, Modern IT or its distributor may incur an irrevocable or non-cancelable financial obligation to the publisher. Any such obligation incurred at Customer’s request or authorization is Customer’s financial responsibility. Customer’s obligation to pay Modern IT is not conditioned on Customer’s continued use of the subscription, employment of the licensed user, receipt of managed services from Modern IT, financial condition, budget availability, merger or acquisition activity, workforce reduction, or continued business relationship with Modern IT.

8.4 Termination Does Not Cancel Subscriptions

Expiration or termination of managed services or any other relationship with Modern IT does not automatically cancel Third-Party Services. Customer remains responsible for all previously authorized subscription commitments until they expire or are successfully canceled, transferred, reduced, or otherwise terminated in accordance with the applicable publisher’s policies.

8.5 Transfers

At Customer’s request, Modern IT will reasonably cooperate with Customer and an eligible successor provider to transfer transferable Third-Party Services where supported by the applicable publisher. Customer remains responsible for charges incurred by Modern IT until the transfer is completed and accepted by the applicable publisher, distributor, and/or successor provider. Modern IT does not guarantee that any subscription is transferable or that a publisher or successor provider will approve a transfer.

8.6 Renewals and End-of-Term Instructions

Unless Customer timely instructs Modern IT otherwise and the publisher permits the requested change, subscriptions may automatically renew, convert, extend, or otherwise transition at the end of their term according to the publisher’s configured renewal settings and then-current program rules. Customer must provide cancellation, quantity-reduction, migration, or other end-of-term instructions sufficiently in advance for Modern IT to reasonably process the request before the publisher’s applicable deadline. Modern IT may provide courtesy renewal notices, but Customer remains responsible for its subscription commitments and renewal instructions.

8.7 License Quantities and Personnel Changes

Customer is responsible for promptly notifying Modern IT of personnel changes and other circumstances that may permit license cancellation or quantity reduction. Modern IT is not responsible for charges that could have been avoided had Customer timely provided the necessary instruction. Where included in Customer’s Services, Modern IT may periodically review licensing and recommend optimization, but such review does not transfer responsibility for Customer’s personnel or authorization information to Modern IT.

8.8 Publisher Price and Program Changes

Third-party pricing may change because of publisher pricing, promotions, currency, taxes, licensing models, product changes, distributor pricing, or other factors outside Modern IT’s control. Modern IT may pass through such changes when effective. Publisher-driven changes do not constitute a Modern IT service-rate increase.

9. Consumption-Based Services

Customer is responsible for valid charges generated by consumption-based services enabled or authorized for its environment, including computing, storage, data transfer, telecommunications, messaging, artificial intelligence usage, marketplace services, API usage, and other metered services.

Budgets, forecasts, cost estimates, alerts, and recommendations supplied by Modern IT are management aids only and do not constitute hard spending limits or guarantees unless Modern IT expressly agrees in writing to implement and manage a defined technical spending control. Modern IT is not responsible for otherwise valid usage charges generated by Customer, its users, applications, workloads, vendors, or authorized systems.

10. Third-Party Products and Services

Modern IT is not the manufacturer, publisher, telecommunications carrier, or operator of Third-Party Services and does not control their availability, functionality, cybersecurity, performance, product roadmap, licensing policies, outages, discontinuation, or service levels. Except for obligations expressly undertaken by Modern IT, Third-Party Services are provided subject to the publisher’s applicable warranties and remedies. Where included in the Services, Modern IT will reasonably assist Customer in pursuing publisher support or available remedies.

11. Artificial Intelligence, Automation and Copilot Services

Modern IT may provide consulting, configuration, development, automation, artificial intelligence, Microsoft Copilot, agent, machine-learning, workflow, analytics, or related services (“AI Services”). Customer acknowledges that AI-generated outputs may be probabilistic, incomplete, inaccurate, non-unique, or inappropriate for a particular purpose and should be reviewed by qualified personnel before being relied upon for consequential decisions.

Customer is responsible for determining whether its use of AI Services is appropriate for its business, data, users, and regulatory environment and for establishing any required human review, approvals, recordkeeping, and use restrictions. Modern IT will use reasonable care to configure AI Services consistent with the applicable scope but does not warrant that AI-generated output will always be accurate, complete, unique, uninterrupted, noninfringing, or fit for a particular decision.

Modern IT will not intentionally use Customer Confidential Information to train a public or generally available AI model except where specifically authorized by Customer or inherent in a Third-Party Service Customer has approved, subject to the applicable Third-Party Service terms. Customer is responsible for ensuring its users do not place regulated, confidential, personal, or proprietary information into AI systems that Customer has not approved for that information.

12. Customer Data

As between the parties, Customer retains ownership of Customer Data. Customer grants Modern IT the limited rights necessary to access, process, transmit, back up, restore, migrate, configure, secure, analyze, and otherwise handle Customer Data for purposes of providing the Services and meeting legal obligations.

Customer represents that it has the rights and lawful basis necessary to provide Customer Data to Modern IT and to direct Modern IT’s processing of it. Modern IT will handle Customer Data in accordance with the Agreement, applicable Data Protection Addendum, and applicable law.

13. Information Security

Modern IT will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Services being provided. Customer acknowledges that no information system, cybersecurity control, backup system, cloud service, or security program can eliminate all risk.

Modern IT does not warrant that Customer will never experience malware, unauthorized access, data loss, ransomware, phishing, business-email compromise, zero-day exploitation, service interruption, or other security incident.

If Modern IT becomes aware of a suspected security incident materially affecting Services under Modern IT’s control, Modern IT will take commercially reasonable steps consistent with the applicable scope to investigate, contain, remediate, and communicate regarding the incident. Customer remains responsible for incident-response obligations, notifications, legal determinations, and business decisions specific to Customer unless an Associated Agreement expressly assigns those responsibilities to Modern IT.

14. Customer Security Responsibilities

Even where Modern IT provides managed security services, Customer remains responsible for matters within Customer’s control, including personnel behavior, physical security, timely employment-change notices, approval of security policies, use of applications and data, legal and regulatory requirements specific to Customer, unauthorized systems, and decisions to reject Modern IT recommendations. Customer will promptly notify Modern IT of suspected security incidents relevant to the Services.

15. Backup, Retention and Disaster Recovery

Backup, retention, disaster recovery, replication, archival, recovery-point objectives, and recovery-time objectives apply only where expressly included in an Associated Agreement. Customer is responsible for identifying systems and information requiring backup or retention and for advising Modern IT of applicable legal or business requirements.

No backup or disaster-recovery system is guaranteed to be error-free or immune from corruption, deletion, compromise, software defect, third-party failure, or events beyond reasonable control. Where Modern IT manages backup, Modern IT’s obligation is to perform the agreed backup and recovery processes using commercially reasonable care, not to guarantee that every item is recoverable in every circumstance.

16. Unsupported and End-of-Life Technology

Modern IT may identify hardware, software, operating systems, applications, or services that are unsupported, end-of-life, insecure, unmaintainable, or inconsistent with Modern IT’s support standards. Modern IT may condition continued support on remediation, modernization, isolation, replacement, or written risk acknowledgment. Modern IT is not responsible for failures or security incidents to the extent caused by Customer’s decision to continue using such technology after written notice.

17. Projects, Changes and Out-of-Scope Work

Work outside the applicable scope may require a quote, change order, project authorization, or time-and-materials billing. Modern IT is not obligated to perform materially expanded work solely because it relates to an existing Service. Customer-caused delays, incomplete information, scope changes, vendor delays, or dependency failures may affect project schedules and costs.

18. Confidentiality

Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only to perform obligations or exercise rights under the Agreement. “Confidential Information” includes nonpublic business, financial, technical, security, customer, pricing, credential, vulnerability, architecture, and operational information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that the receiving party can document: (a) is or becomes public through no breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from another source without confidentiality duty; or (d) is independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives prompt notice where legally permitted and reasonably cooperates in seeking protective treatment.

19. Intellectual Property

Customer owns Customer Data and materials Customer provides. Modern IT retains ownership of its pre-existing and independently developed methodologies, templates, scripts, automation frameworks, utilities, documentation frameworks, processes, know-how, software tools, prompts, reusable AI components, configuration standards, and other proprietary materials (“Modern IT Materials”).

Unless an Associated Agreement expressly states otherwise, Customer receives a nonexclusive, nontransferable right to use Modern IT Materials embedded in a deliverable solely for Customer’s internal business purposes while complying with the Agreement. Ownership or expanded license rights for bespoke deliverables may be stated in the applicable Associated Agreement.

20. Warranties and Disclaimers

Each party warrants that it has the requisite rights, power, and authority to enter into the Agreement. Modern IT warrants that it will perform Services using reasonable care and skill. If Customer timely identifies a material failure to satisfy that service warranty, Modern IT’s first remedy will be commercially reasonable reperformance where practical.

Except as expressly stated in the Agreement, and to the maximum extent permitted by law, Services and Third-Party Services are provided without additional warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted operation, or absolute security.

21. Limitation of Liability

21.1 Direct Loss and Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODERN IT’S LIABILITY UNDER AN ASSOCIATED AGREEMENT IS LIMITED TO DIRECT LOSS ONLY AND WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO MODERN IT UNDER THE RELEVANT ASSOCIATED AGREEMENT IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

21.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODERN IT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; OR DAMAGES CLAIMED BY CUSTOMER BASED ON A THIRD-PARTY CLAIM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MODERN IT WILL NOT BE LIABLE TO THE EXTENT A LOSS IS CAUSED OR MATERIALLY INCREASED BY CUSTOMER’S FAILURE TO ACCEPT OR ACT ON A WRITTEN MODERN IT RECOMMENDATION, CUSTOMER’S FAILURE TO PERFORM ITS RESPONSIBILITIES, CUSTOMER-DIRECTED RISK, UNSUPPORTED OR UNAUTHORIZED TECHNOLOGY, OR A THIRD-PARTY PRODUCT OR SERVICE OUTSIDE MODERN IT’S REASONABLE CONTROL.

21.3 Customer Payment Obligations

The limitations in this Section do not reduce or limit Customer’s obligation to pay amounts due under the Agreement, including authorized subscription commitments, third-party charges, taxes, expenses, collection costs, or transition charges.

22. Customer Indemnification

Customer will defend, indemnify, and hold harmless Modern IT and its affiliates, personnel, and subcontractors from third-party claims, damages, fines, penalties, liabilities, and reasonable costs (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of Products or Services other than in accordance with the Agreement; (b) Customer’s breach of the Agreement; (c) Customer Data or materials supplied by Customer; (d) Customer’s unlawful or unauthorized instructions; (e) Customer’s use of unlicensed or improperly licensed software; or (f) laws, regulations, contractual duties, or business activities applicable specifically to Customer, except to the extent caused by Modern IT’s willful misconduct.

Modern IT will promptly notify Customer of a claim for which it seeks indemnification, will not make a material admission or settlement without Customer’s approval where Customer has assumed the defense, and will reasonably cooperate at Customer’s expense. Modern IT may retain separate counsel at its own expense except where a conflict of interest reasonably requires separate counsel.

23. Suspension

Modern IT may suspend affected Services when reasonably necessary to prevent a security threat; protect Customer, Modern IT, or third parties; comply with law or publisher requirements; address materially overdue payment; or prevent continued accumulation of unauthorized or unpaid third-party charges. Modern IT will provide advance notice whenever reasonably practical.

24. Termination, Consequences and Transition Assistance

24.1 Termination Without Cause

Except where an Associated Agreement has a fixed term or provides different termination rights, either party may terminate the applicable Associated Agreement without cause on ninety (90) days’ written notice.

24.2 Termination for Cause

Either party may terminate an Associated Agreement immediately by written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or similar officer appointed over material assets, or is unable to pay debts when due. Either party may terminate for a material breach that remains uncured thirty (30) days after written notice describing the breach. Nonpayment of an undisputed invoice for thirty (30) days or more after its due date constitutes a material breach by Customer.

24.3 Consequences of Termination

Termination does not affect rights or obligations accrued before termination and does not cancel Customer’s Third-Party Service commitments. Customer must pay all amounts due under the Agreement, including subscription commitments and authorized transition work. Each party will, on request, return or destroy the other party’s Confidential Information where reasonably practicable, subject to legal, audit, backup, archival, and compliance requirements.

24.4 Transition Assistance

Modern IT will reasonably cooperate in transition subject to payment of undisputed outstanding amounts, continued payment of subscription commitments, payment for transition work at applicable rates unless otherwise included, reasonable security procedures, and receipt of successor-provider information. Modern IT will provide Customer-owned credentials and data that are appropriately transferable. Modern IT is not required to transfer its proprietary tools, internal systems, automation, supplier licenses, documentation templates, or intellectual property, and transition assistance does not require Modern IT to continue financing Third-Party Services on Customer’s behalf.

25. Trade Secrets, Confidentiality and Fair Competition

Nothing in the Agreement restricts lawful employee mobility or lawful competition. Each party will protect the other party’s Confidential Information and trade secrets and will not knowingly induce the other party to disclose or misuse protected information, interfere unlawfully with contractual relationships, or engage in misappropriation or unfair competition.

26. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, utility failure, internet or telecommunications outage, widespread cloud-provider outage, government action, labor disruption, war, terrorism, epidemic, civil disturbance, or similar event. This Section does not excuse payment obligations already incurred. If a Force Majeure Event prevents material performance for thirty (30) consecutive days, the other party may terminate the affected Associated Agreement on written notice, subject to Customer’s continuing subscription and payment obligations.

27. Notices and Electronic Communications

Formal notices under the Agreement may be delivered to the primary business contact and address or email specified in the applicable Associated Agreement. Notices sent by email are effective when sent, provided the sender does not receive a delivery-failure notice. Routine operational communications, approvals, subscription instructions, and service requests may be provided electronically through email, ticketing, customer portals, electronic signature, or other agreed systems.

28. Assignment and Contractors

Neither party may assign the Agreement without the other party’s written consent, which will not be unreasonably withheld, except that Modern IT may assign the Agreement without Customer consent in connection with a merger, reorganization, sale of substantially all assets, transfer to an affiliate, or other business combination, provided the assignee assumes the applicable obligations. Modern IT may use qualified independent contractors and subcontractors to perform Services, subject to applicable confidentiality, security, and data-protection obligations.

29. General Provisions

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or agency between the parties. Neither party may bind the other except as expressly authorized in writing.

The Agreement constitutes the complete and exclusive agreement regarding its subject matter and supersedes prior or contemporaneous discussions on that subject. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue in effect. The Agreement may be executed and accepted electronically and in counterparts. Headings are for convenience and do not alter interpretation.

Provisions that by their nature should survive expiration or termination will survive, including payment obligations, subscription commitments, confidentiality, intellectual property, limitations of liability, indemnification, transition obligations, governing law, dispute provisions, and rights or remedies accrued before termination.

29.1 Updates to Web-Published Terms

Modern IT may update this MSA or the Standard Rates & Service Policies from time to time. For an existing Contract, the terms in effect when that Contract was made will continue to apply unless the Customer agrees otherwise in writing or the applicable Associated Agreement expressly provides for updated terms to apply. Updated terms may apply to new Associated Agreements and renewals. No web update will retroactively eliminate an accrued Customer right or Modern IT obligation.

30. Dispute Resolution

Before commencing court proceedings relating to a dispute under the Agreement, except where a party seeks urgent injunctive or interlocutory relief, the initiating party will provide written notice describing the dispute and designate a representative with authority to resolve it. The other party will designate a representative within fourteen (14) days after receipt. The representatives will cooperate in good faith to attempt to resolve the dispute. If the dispute is not resolved within one (1) month after the other party designates its representative, either party may pursue any legal remedy available to it.

31. Governing Law

The Contract is governed by the laws of the state of California, USA.

32. Data Protection Addendum

The Data Protection Addendum below applies only to the extent Modern IT Processes Customer Personal Data on Customer’s behalf under the Agreement. If Customer requires specialized regulated-data terms, including a Business Associate Agreement for HIPAA-regulated Services, those terms must be expressly agreed in writing and apply only to the Services and data within their stated scope.

D1. Scope and Roles

For purposes of this DPA, “Customer Personal Data” means Personal Data Processed by Modern IT on Customer’s behalf in connection with the Services. “Personal Data,” “Process,” “Processing,” “Controller,” “Business,” “Processor,” “Service Provider,” and similar terms have the meanings given by applicable Data Protection Laws. Customer is the Controller/Business or equivalent responsible party for Customer Personal Data, and Modern IT is the Processor/Service Provider or equivalent to the extent required by applicable law.

Modern IT will Process Customer Personal Data only as necessary to provide, secure, support, improve, administer, and bill for the Services; comply with Customer’s documented lawful instructions; comply with applicable law; or as otherwise permitted by the Agreement and applicable Data Protection Laws.

D2. Customer Instructions and Responsibilities

Customer represents that it has provided all notices and obtained all rights, consents, and lawful bases necessary for Modern IT to Process Customer Personal Data as contemplated by the Agreement. Customer is responsible for determining whether the Services are appropriate for Customer’s legal, regulatory, retention, residency, and data-governance requirements and for communicating any requirements that Modern IT must implement under an Associated Agreement.

D3. Confidentiality and Security

Modern IT will require personnel who access Customer Personal Data to be subject to appropriate confidentiality obligations and will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and the sensitivity of the Customer Personal Data.

D4. Subprocessors and Third-Party Platforms

Customer authorizes Modern IT to use affiliates, subcontractors, distributors, cloud providers, security providers, backup providers, support tools, and other subprocessors reasonably necessary to provide the Services, including Microsoft and other Third-Party Services approved or used by Customer. Modern IT will require subprocessors that Process Customer Personal Data on Modern IT’s behalf to be subject to data-protection obligations appropriate to the services they perform. Customer acknowledges that Third-Party Services may Process data under their own applicable terms and privacy commitments.

D5. Data Location and Cross-Border Processing

Customer Personal Data may be accessed, transferred, stored, or Processed in locations where Modern IT, its personnel, its subprocessors, or approved Third-Party Services operate, subject to applicable Data Protection Laws and any express data-location commitments in an Associated Agreement. Modern IT will implement legally required transfer mechanisms where applicable to its role as Processor/Service Provider.

D6. Security Incidents

Modern IT will notify Customer without unreasonable delay after Modern IT becomes aware of a confirmed unauthorized access to or acquisition of Customer Personal Data within Modern IT’s control that constitutes a reportable breach under applicable Data Protection Laws (“Covered Incident”). Routine unsuccessful security events, including scans, probes, unsuccessful login attempts, blocked attacks, or similar events that do not result in unauthorized access to Customer Personal Data, are not Covered Incidents.

Modern IT will take commercially reasonable steps within the applicable scope to investigate, contain, and remediate a Covered Incident and will provide information reasonably available to Modern IT that Customer reasonably requires to satisfy Customer’s legal obligations. Customer is responsible for making legal determinations and notifications applicable specifically to Customer unless an Associated Agreement expressly states otherwise.

D7. Data Subject and Regulatory Requests

Taking into account the nature of the Processing and the functionality of the Services, Modern IT will provide reasonable assistance to Customer with legally required requests by individuals to exercise rights regarding Customer Personal Data and with lawful regulatory inquiries, to the extent Customer cannot reasonably fulfill the request without Modern IT’s assistance. Unless caused by Modern IT’s breach of this DPA, material assistance outside the ordinary scope of Services may be billed at applicable rates.

D8. Return, Deletion and Retention

Upon termination of the applicable Services or upon Customer’s lawful written request, Modern IT will return or delete Customer Personal Data within Modern IT-controlled systems where reasonably practicable, subject to legal, regulatory, audit, security, backup, archival, dispute, and contractual retention requirements. Data maintained in routine backups may remain until overwritten or expired in the ordinary course, provided it remains protected under the Agreement.

D9. No Sale or Unrelated Commercial Use

Modern IT will not sell Customer Personal Data or use Customer Personal Data for targeted advertising or for an unrelated commercial purpose. Modern IT may use aggregated or de-identified information that cannot reasonably identify Customer or an individual for security, analytics, service improvement, benchmarking, and business operations, to the extent permitted by applicable law.

D10. Order of Precedence

If this DPA conflicts with another provision of the Agreement concerning Processing of Customer Personal Data, this DPA controls only to the extent of that conflict. Any specialized data-protection addendum or Business Associate Agreement expressly executed by the parties controls over this DPA solely within its stated scope.

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