Master Service Agreement
Techtrix, LLC · Last Modified: April 24, 2024
This Master Service Agreement ("Agreement") is entered into between Techtrix, LLC ("Service Provider") and the client identified in the associated Service Order ("Client"). This Agreement governs all services provided by Techtrix to Client.
1. Services
Techtrix will provide the Covered Services described in the applicable Service Order. Services are provided remotely unless otherwise specified. On-site visits may be required for certain engagements and will be coordinated in advance.
2. Client Responsibilities
Client agrees to: (a) provide Techtrix with timely access to systems, facilities, and personnel; (b) maintain any software licenses required for operations; (c) notify Techtrix of changes to the environment; (d) promptly report security incidents or suspected breaches.
3. Fees and Payment
Client agrees to pay the monthly fees set forth in the Service Order, due on the first day of each service month. Late invoices may be subject to a late fee of 1.5% per month. Techtrix may adjust monthly fees upon 60 days written notice to Client.
4. Term and Termination
The Agreement is effective upon execution of the Service Order and continues for the term specified therein, typically twelve (12) months. Unless terminated by either party with 60 days written notice prior to the end of the then-current term, the Agreement automatically renews for successive one-year periods.
5. Confidentiality
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only for purposes of performing obligations under this Agreement.
6. Data and Security
Techtrix will access Client systems only as necessary to perform the Covered Services. If Client is a Covered Entity or Business Associate under HIPAA, the parties will execute a Business Associate Agreement (BAA) as required by applicable law.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECHTRIX’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Governing Law
This Agreement is governed by the laws of the State of California. Any disputes will be resolved by binding arbitration in Placer County, California.