This Agreement is entered into by and between Nu Path Technologies, LLC, a Managed Service Provider and Managed Security Service Provider, duly organized and existing under the laws of the State of California and authorized to do business in the State of Texas (hereinafter referred to as “Provider”), and
the Client, as defined below (hereinafter referred to as “Client”).
This Agreement shall be effective as of the date of execution by the parties (the “Effective Date”).
1.1• “Services” shall mean all managed services (MSP) and managed security services (MSSP) to be rendered by Provider under this Agreement, including without limitation, those specified in any Statement of Work (“SOW”) or Service Order issued pursuant hereto.
1.2• “Confidential Information” shall mean all non-public, proprietary, or confidential information disclosed by either party to the other, whether orally or in writing, and whether or not marked as confidential.
1.3• “Client Environment” refers to all hardware, software, cloud platforms, and network infrastructure under the ownership, control, or custody of the Client.
2.1• General. Provider shall provide managed IT and cybersecurity services, including but not limited to infrastructure support, endpoint monitoring, network defense, security auditing, and compliance consulting.
2.2. Customization. The Services shall be tailored to the Client’s requirements as documented in any applicable SOW or mutually agreed-upon amendment hereto.
3.1• Term. The initial term of this Agreement shall be for twelve (12) months, commencing on the Effective Date, and shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.
3.2• Termination for Cause. Either party may terminate this Agreement immediately upon written notice in the event of a material breach by the other party which remains uncured after ten (10) business days’ written notice and opportunity to cure.
3.3• Effect of Termination. Upon termination of this Agreement, Provider shall return all Client data in its possession and cease all service activities, subject to final billing and settlement of outstanding amounts.
4.1• Fees. Client shall pay Provider the fees as outlined in the applicable SOW. All fees are non-refundable unless otherwise expressly stated herein.
4.2. Invoicing and Payment. The Provider shall invoice the Client monthly in advance. Payment is due within fifteen (15) calendar days of the invoice date. Any undisputed late payment shall accrue interest at a rate of 3.5% per month or the highest rate permitted by law.
4.3. Taxes. All fees exclude applicable federal, state, and local taxes, which shall be the sole responsibility of the Client.
5.1. Uptime and Response Commitments. Provider shall exercise commercially reasonable efforts to meet the following response and resolution timeframes:
|
Priority |
Response Time |
Resolution Time |
|
Critical |
1 Hour |
4 Hours |
|
High |
2 Hours |
8 Hours |
|
Medium |
4 Hours |
24 Hours |
|
Low |
1 Business Day |
3 Business Days |
5.2. SLA Exclusions. SLA commitments shall not apply during force majeure events, acts of God, power outages, internet failures, or interruptions due to third-party service providers outside Provider’s control.
Client shall:
7.1. Mutual Confidentiality. Each party agrees to protect the confidentiality of the other party’s Confidential Information with the same degree of care it uses to protect its own confidential data.
7.2. Permitted Disclosure. Confidential Information may be disclosed only to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.
8.1. Compliance Obligations. Provider shall adhere to applicable data privacy and cybersecurity laws, including without limitation, the California Consumer Privacy Act (CCPA), Texas Privacy Protection Act, HIPAA, NIST standards, and other applicable federal or industry-specific requirements.
8.2. Breach Notification. Provider shall notify Client within forty-eight (48) hours of any confirmed data breach impacting Client’s data or systems and shall cooperate fully with remediation efforts.
9.1. Cap on Liability. In no event shall Provider’s aggregate liability arising out of or related to this Agreement exceed the total fees paid by Client during the three (3) months preceding the claim.
9.2. Exclusion of Damages. Under no circumstances shall either party be liable for indirect, incidental, consequential, punitive, or exemplary damages, including but not limited to lost profits, even if advised of the possibility of such damages.
Each party (“Indemnifying Party”) shall indemnify and hold harmless the other party (“Indemnified Party”) from and against any third-party claims, liabilities, damages, or costs (including reasonable attorneys’ fees) arising from: (i) gross negligence or willful misconduct; or (ii) breach of applicable laws or this Agreement.
11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California or Texas, depending on Client’s principal place of business, without regard to its conflicts of law principles.
11.2. Arbitration. Any dispute arising under or in connection with this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the city of the Client’s principal business location.
12.1. Force Majeure. Neither party shall be liable for any delay or failure in performance due to events beyond its reasonable control.
12.2. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other, except in connection with a merger or acquisition.
12.3. Entire Agreement. This Agreement, together with any referenced SOWs, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written communications.
12.4. Amendments. No amendment or modification of this Agreement shall be valid unless made in writing and executed by authorized representatives of both parties.
12.5. Counterparts. This Agreement may be executed in counterparts and delivered electronically; each shall be deemed an original, and together they shall constitute one binding agreement.