Master Services Agreement: UPTIME  IT  LLC

This Master Services Agreement (“Agreement”) is made effective as of the date of the first accepted Service Quote (see Section 1), between UPTIME IT LLC (“UPTIME,” “we,” “us”) and the client (“Client,” “you,” “your”), collectively referred to as the “Parties.” The terms below govern all Deliverables and Services provided via a Service Quote (“Quote”).

1. Scope & Incorporation

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This is a master agreement. Specific services—e.g., MSP, automation, consulting—must be detailed in a separate quote describing deliverables, schedules, fees, and SLAs.

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A Services Guide (or similar document) may incorporate operational processes, SLAs, automated workflow descriptions, renewal terms, and security protocols. Quotes prevail over the MSA and the Services Guide.

2. Core Principles

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Our services are powered by our core values: Respect, Excellence, Action, Collaboration, and Trust.

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UPTIME leverages automated workflows to deliver prompt, efficient, and reliable endpoint monitoring, patch management, ticketing, and analytics.

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We proactively manage your IT environment, providing quarterly business reviews and strategic recommendations to align technology with your growth objectives.

3. Third‑Party Services

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UPTIME may resell third‑party products or services (“Third‑Party Services”)—security stack, backup, SaaS, infrastructure—as needed.

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We select and coordinate vendors but cannot guarantee performance of third‑party services; they are provided “as is.” Cost escalations from third parties may be passed through after reasonable notice.

4. Client Responsibilities

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Follow UPTIME’s advice: e.g., hardware upgrades, patching, secure configurations. Client delays or refusals may lead to suspension of services after 10 days’ notice.

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Provide designated primary contact(s), necessary access privileges, working environment, and valid licenses.

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The client must maintain minimum system requirements and genuine software environments.

5. Implementation & Service Levels

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UPTIME defines and schedules transitions, automation implementation, and emergency response in the services guide.

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Normal hours exclude scheduled maintenance windows, client delays, vendor downtime, or force majeure events.

6. Fees, Invoicing & Payment

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Fees are defined in each Quote. Monthly recurring services are invoiced 30 days in advance and due on the 1st of the month. Miscellaneous expenses under $500/month included; excess requires client approval.

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Non-payment over 30 days incurs interest (1.5% monthly or maximum allowed by law). UPTIME may suspend services for overdue invoices.

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UPTIME may increase fees annually; increases over 10% require a 60-day termination option.

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Increases in third-party vendor costs (“pass-through”) will be charged with notice.

7. Warranties & Limitations

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UPTIME delivers services “as is,” with no express warranties. Third‑party hardware/software warranties remain those of the vendor.

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Liability is limited to direct damages capped at the greater of (a) fees paid in past 6 months under this agreement or quote, or (b) $10,000, whichever is greater. Excludes punitive or consequential damages.

8. Term, Termination & Auto‑Renewal

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The agreement begins on first service delivery or quote acceptance and continues until services end. Individual quotes auto-renew annually unless 60-day notice is given.

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Early termination “for cause” includes material breaches or non-payment. Termination fees may apply per quote terms.

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Termination obligations include return of UPTIME assets, license fees, and transition assistance if requested (billed hourly).

9. Confidentiality & Indemnification

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Both Parties must protect confidential Information using at least the same care as their own. UPTIME will notify of any compelled disclosure.

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Each Party indemnifies the other for losses arising from its own breach or negligence.

10. Intellectual Property

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Each Party retains IP rights in its pre-existing or independently-developed intellectual property.

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Any tools, scripts, or automated workflows developed by UPTIME remain UPTIME IP, licensed for client use under the quote.

11. Miscellaneous

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Non-solicitation: Neither party shall solicit the other’s employees for 12 months post-termination.

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Force Majeure: Neither party is liable for delays or failures due to uncontrollable events.

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Governing Law: This agreement is governed by New Jersey law, with exclusive jurisdiction in Bergen County.

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Amendments: Modifications only via written, signed document referencing this agreement and accepted by both parties.

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