Legal

Managed Services Agreement

Last Updated: March 25, 2025

This Managed Services Agreement ("Agreement") is made by and between the undersigned client ("Client") and Managed Nerds, LLC, a Georgia limited liability company ("Service Provider"), having its principal office at 100 Grace Hopper Lane, Suite 3733, Augusta, GA 30901.

During the term of this Agreement, Service Provider will provide, and Client will accept, the services listed and described on the Service Quote, which is sent via the Service Provider's billing system, linked to this Managed Services Agreement and fully incorporated in this Agreement, in accordance with the terms and conditions set forth below:

Term of Agreement

This Agreement is effective as of the last date set out below and shall remain in force for a period of one month. This Agreement will be reviewed regularly to address any necessary adjustments or modifications to the level of service provided and to adjust for inflation. The Client will be notified sixty (60) days in advance of any service or rate adjustments. This Agreement will automatically renew for successive periods of one month each, unless terminated by either party as provided herein:

  • This Agreement may be terminated by the Client upon thirty (30) days written notice to the Service Provider.
  • This Agreement may be terminated by Service Provider upon sixty (60) days written notice to the Client.

If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider its current hourly rate for rendering such assistance.

Fees and Payment Schedule

Recurring monthly Services and Fees as specified in the Service Quote will be invoiced to Client on a monthly basis. Hourly Services and Fees as specified in the Service Quote will be invoiced to Client on a weekly basis. Invoices may include Sales Tax where Service Provider is required by law to collect taxes. Services may be suspended if payment is not received within 30 days following the date due. Refer to the Service Quote for services covered by the monthly fee under the terms of this Agreement. Past due invoices over thirty days will be charged an interest rate of 1.5% per month, or the maximum amount allowed under applicable laws, whichever is less. Client shall pay all costs of collection, including without limitation, reasonable attorney's fees.

It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services subject to the Service Provider's current hourly rate.

Taxes

The parties agree that any Federal, State, or Local Taxes applicable shall be added to each invoice for materials or services rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.

Coverage / Business Hours

Help desk and vendor management of Client's IT networks will be provided to the Client by Service Provider through remote means between the hours of 8:00 am – 6:00 pm Monday through Friday (U.S. Eastern Time), excluding U.S. federal holidays. Cybersecurity Monitoring Services will be provided 24/7/365. Services that fall outside of the scope of Appendix A will be billed at Service Provider's then-current hourly rate.

Support and Escalation

Service Provider will create a Service Request for any Client request for support for services provided for in the Service Quote. Service Provider will respond to Client's Service Request with best effort after hours or on holidays. Service Requests must be opened by Client's designated I.T. Contact Person by email to our Help Desk, or by phone or text if email is unavailable. Each call will be assigned a Service Request number for tracking.

Service Outside Normal Working Hours

Emergency services performed outside of the hours of 8:00 am – 6:00 pm (U.S. Eastern Time) Monday through Friday, including U.S. federal holidays, shall be subject to after-hours pricing, unless stated otherwise in the Service Quote. If no after-hours pricing is specified in the Service Quote, the after-hours rate of $225 per hour shall apply.

Service Call Where No Trouble Is Found

If Client requests onsite service and no problem is found or reproduced, Client shall still be billed at the current applicable hourly rates as indicated in the Service Quote. If no hourly rate is specified, the normal working hours rate of $150 per hour shall apply during business hours, and $225/hour shall apply after-hours.

Limitation of Liability

In no event shall Service Provider be liable to Client or any other person, whether in tort or contract, or under any other legal theory, for lost profits or revenues, loss of use or similar economic loss, for any indirect, special, incidental, consequential or similar damages arising out of or in connection with the Services performed by Service Provider under this Agreement, even if Service Provider has been advised of the possibility of such claim. In no event shall Service Provider's liability for damages with respect to the Services provided exceed the charges paid by Client within the preceding 6-month period.

Additional Maintenance Services / Warranties

Hardware / System Support / Warranties

Service Provider will use reasonable means to work with third parties, vendors, and equipment manufacturers to resolve problems that arise from the use of third-party vendor products, provided that such products are genuine, duly licensed, and vendor supported. Warranties for the computer software or hardware products, if any, are provided by the manufacturer of those products, and NOT by Service Provider. NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTY (WHETHER EXPRESS, IMPLIED OR STATUTORY) IS MADE BY SERVICE PROVIDER with respect to the services provided or hardware or software sold or installed by Service Provider hereunder. Service Provider shall provide its services in a timely and competent manner that meets generally acceptable industry standards.

Virus Recovery for Current, Licensed Antivirus Protected Systems

Service Provider will attempt to correct damages caused by virus infection not detected and quarantined by an Antivirus program, provided that Client has in place a current, fully licensed and vendor supported antivirus solution.

Cybersecurity Monitoring Services

Service Provider will provide ongoing monitoring and cybersecurity services of all critical devices and cloud users as indicated in the Service Quote. Service Provider will provide reports, as well as document critical alerts, scans and event resolutions to Client as requested. Should a problem with cybersecurity software be discovered during monitoring, Service Provider will make every attempt to rectify the condition in a timely manner through remote means.

Suitability of Existing Environment

Minimum Standards Required for Cybersecurity Services

For Client's existing environment to qualify for Service Provider's Managed IT Services, the following requirements must be met:

  • The Operating System for all covered devices must be currently supported by the Operating system vendor, and able to receive regular security updates. No End-of-Life systems will be supported.
  • The Service Provider must be able to install and maintain their Remote Monitoring & Management (RMM) software on all covered devices, unless the Client is installing the software as a part of a co-managed arrangement.
  • The Service Provider must be provided a user with Global Administrative privileges in any cloud environments that are being monitored as a part of the ongoing monitoring and cybersecurity protection.
  • Any systems owned by the Client that access, store, or process payment card information (data subject to PCI DSS) or medical data (data subject to HIPAA) must purchase, accept, and keep Service Provider's minimum Cybersecurity stack installed, or this Agreement will be subject to automatic termination.

Costs required to bring Client's environment up to these Minimum Standards are not included in this Agreement.

Excluded Services

Service rendered under this Agreement does not include:

  • Parts, equipment or software not covered by vendor/manufacturer warranty or support.
  • The cost of any parts, equipment, or shipping charges of any kind.
  • The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
  • The cost to bring Client's environment up to minimum standards required for Services.
  • Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
  • Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client's employees or anyone other than Service Provider.
  • Maintenance of application software packages, whether acquired from Service Provider or any other source unless as specified in the Service Quote.
  • Licensing of any kind, whether acquired from Service Provider or any other source unless as specified in Service Quote.
  • Programming (modification of software code) and program (software) maintenance unless as specified in Service Quote.
  • Training Services of any kind, unless as specified in Service Quote.

Confidentiality

Both parties acknowledge that during the course of this Agreement, each may obtain or be exposed to confidential information regarding the other party's business. Both parties agree to treat all such information as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties until such time as the information becomes public knowledge.

Indemnification

Client shall be responsible for acquiring and maintaining all rights and licenses required under this Agreement. Client further agrees to indemnify and hold harmless Service Provider, its employees, agents, and representatives, from and against all claims, losses, expenses and fees, including attorney fees, costs and judgments that may be asserted against Service Provider, its agents, employees or representatives, that result from the acts or omissions of Client, its agents, employees, or representatives.

Miscellaneous

a) Applicable Law: This Agreement shall be governed by the laws of the State of Georgia, and the parties hereby stipulate and agree that the State of Georgia shall have exclusive jurisdiction over any controversy that may arise under this Agreement.

b) Entire Agreement: This Agreement constitutes the entire Agreement between Client and Service Provider regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreements whether written or oral. Appendix A terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client.

c) Force Majeure: Service Provider shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond its control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, supply shortages, or the like.

d) Non-Solicitation: During the term of this Agreement, and for a period of one (1) year after its termination, Client will not directly or indirectly approach, solicit, entice, or attempt to entice any employee of Service Provider to terminate his or her employment without a written agreement to compensate Service Provider for such action.

e) Amendment: This Agreement may only be modified or amended in writing signed by both parties.

Acceptance of Service Agreement

This Service Agreement covers only those services and equipment listed in Appendix A. Service Provider must deem any equipment/services Client may want to add to this Agreement after the effective date acceptable. The addition of equipment/services not listed in original Service Quote at the acceptance of this Agreement, if acceptable to Service Provider, may result in an adjustment to the Client's monthly charges. An additional Service Quote may be sent to the Client with the addition of equipment/services to facilitate transparency and ensure Client is aware of the adjustment to monthly charges.