MSA: Terms and Conditions

1. Confidentiality: During the term of the MSA Agreement, and thereafter in perpetuity, neither party shall, without prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” includes proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawings, specifications, models, software, source codes, and object codes. Confidential Information does not include information that Client makes publicly available, becomes publicly available through no act of ASON or Client, or is rightfully received by either party from a third party.
2. Client and ASON both agree that they will not solicit for hire, and will not hire or otherwise engage any of each other’s employees or contractors, either directly or indirectly, during any period services are provided under the MSA Agreement or in the 24‑month period immediately following termination of the agreement.
3. Force Majeure: Neither party shall be liable for any failure of or delay in performance of its obligations under the MSA Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including without limitation: acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism, blockades, embargoes, storms, explosions, labor disputes, governmental acts, failure or delay of third parties or governmental bodies from whom approvals or permits must be obtained, or inability to obtain labor, materials, equipment, transportation, or illness of ASON’s technical staff (collectively, “Force Majeure”). Each party shall use reasonable efforts to minimize the duration and consequences of any such failure or delay.
4. If the Client work is substantially changed due to a Force Majeure, ASON will evaluate the need for change to IT services to Client and related change of managed service fees. Recognizing there are ongoing expenses to ASON of maintaining backups, remote monitoring, other vendor support software/licensing and availability of technicians to service ongoing needs, ASON will review with Client the need for change of fees if any.
   1. ASON shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct, indirect, special, consequential, or punitive, arising out of service or equipment provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, loss to person or property, costs of substitute equipment or other costs, even if ASON has been advised of the possibility of such damages. Regardless of the form of action, ASON’s cumulative liability shall be only for loss or damage directly attributable to negligence of an ASON employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed thirty thousand Dollars. If a collection action is initiated by either party or if ASON has to defend any action by Client, ASON is entitled to its reasonable attorney fees and expenses to be paid by Client.
5. Implied Warranties are expressly disclaimed by ASON. An ASON contractor is a technician or contractor who operates on behalf of ASON, is paid by ASON and has access to ASON’s service ticket management system for making time entries and charges for their work. ASON is not responsible for the acts of other technicians, contractors or consultants providing service to Client not under its control and direction. If Client purchases equipment from ASON, it understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that ASON is not responsible for functioning of the equipment and has not made any express or implied warranties. ASON shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.
6. Remote access to personal computers and/or networks: If/when Client transitions to home or alternative networks, ASON will make best effort to make connections and serviceability. However, such networks may not have adequate internet connectivity and equipment to effectively work. ASON is not responsible for inadequacies in those networks or to secure those connections. Home equipment will not be as secure and may not be able to have ASON’s software and security features. Work on a home or alternative network, unless otherwise included, is outside scope of the MSA Agreement and may be billed at ASON’s then hourly rate. Additional software installed at home or alternative networks will be charged as needed.
7. In the event of Force Majeure, ASON is not required to have technicians work during periods or at places where their safety or health could be in jeopardy and in any event will not require technicians to go on site.
8. Client agrees to carry liability insurance and property insurance covering any damage to its network as well as to any clients of the Client adversely affected by Client’s network functioning or transmissions from its network.
9. ASON may apply changes or additional terms, conditions and provisions to the MSA Agreement upon 30 days’ advance written notice to Client containing the proposed addition or change. If the additions or changes are not objected to, they take effect at the end of the 30 days. Within 30 days Client may submit changes or objections. If the parties do not agree on a change or addition, it shall not become part of the Agreement. All terms, conditions, and provisions of the MSA Agreement continue to apply during any renewal term. Both parties agree to negotiate in good faith rates to be mutually agreed under any renewed service term to be effective at the end of the initial term.
10. Failure to pay: If payment is not received by the first of the month for that month of service ASON reserves the right to put a hold on rendering on‑site and remote services until the monthly fee has been paid, provided ASON gives a five (5) business day notice of late payment.
11. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials provided by ASON. Client shall pay any such taxes unless a valid exemption certificate is furnished to ASON for the jurisdiction of use, except in cases when ASON procures or sources the incorrect equipment and/or software and/or support services—any incorrect items or software shall be returned to ASON.
12. If Client fails to make payment for any services or items purchased, and such failure continues for fifteen days, interest shall accrue on any amount due at the rate of 12% per annum until paid. In the event collection processes are instituted to collect any amounts due from Client, Client shall pay the costs of collection plus reasonable attorney fees.
13. The MSA Agreement is fully assignable by ASON. Immediately upon assignment the assignee’s name, address and contact information shall be provided to the other party. The Agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest.
14. Termination
    • By Client: Client may terminate the MSA Agreement with or without cause after the first 12 months have passed, upon payment of a Termination Fee equal to one month of the Managed Services fee and payment of all past and currently due amounts (unless validly disputed as specified). ASON shall be given a reasonable opportunity to correct any problems. Any election shall be made by written Notice of Termination accompanied by the Termination Fee and all other amounts due.
    • By ASON:
      1. Upon notice of default not cured within ten (10) business days, or failure to pay as required.
      2. If Client files for bankruptcy or a petition for receiver/bankruptcy is commenced by a third party and remains un‑dismissed for sixty (60) days.
      3. Failure of Client to comply with its obligations after written notice and failure to correct or acknowledge with commitment to corrective action.
      4. Backups: Upon default/termination, Client is responsible for transferring backups off systems maintained by ASON and paying any transfer/setup costs. If Client does not provide for transfer, backups will be terminated within 30 days of Notice of Termination/Default. Client assumes all responsibility for backups thereafter and must notify ASON if/when its own backups are in place so ASON’s can be terminated.
      5. Client must provide access for ASON to remove antivirus licenses and monitoring tools. Failure to provide access results in Client continuing to be responsible for 50% of the monthly Managed Services payment until removal is completed. Spam filtering will be terminated upon default or termination. Client is responsible for redirecting MX records away from the spam filter and for any email impact if steps are not taken or access not provided.
      6. Upon termination by either party, Client is responsible for the full amount of payments for services and products ordered.
      7. If either party terminates the MSP relationship or Client defaults, parties will cooperate to transfer data and network information as directed by Client. Client pays transfer costs, including technician time and any services with Client data. Client must designate vendors for email, backups, etc., and establish accounts for transfer within 30 days. ASON has no responsibility for backups/email beyond 30 days following termination/default.
      8. Upon written request, ASON will provide up to 60 days’ support to allow transition provided all amounts then due are paid and the fee for the additional 60 days is paid in advance.
15. Dispute Resolution: All claims and disputes arising under or relating to the MSA Agreement are to be settled by binding arbitration unless within small‑claims jurisdiction of ASON. Parties waive the right to bring a lawsuit other than in small claims court. Before arbitration, the aggrieved party must present the claim in writing; parties have 30 days to resolve. If unresolved, arbitration may commence with ARS or another mutually agreed service, under AAA U.S. Commercial Dispute Resolution Procedures for Consumer‑Related Disputes. Decision/award shall be in writing with explanation. Arbitration shall be conducted by an arbitrator experienced in IT services, include a written record of the hearing, and may be converted to judgment. Venue is the home city/county of ASON. Fees/expenses of the arbitrator and proceedings are paid by the losing party.
16. The MSA Agreement and any amendments and its validity, construction and performance shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania (without giving effect to conflicts‑of‑law principles). Exclusive jurisdiction and venue shall be in the county and state of ASON, and the parties consent to such jurisdiction and venue.
17. This MSA Agreement does not create any rights in any third parties.
18. Client shall not modify, create derivative works of, or incorporate other software into the computer programs (except automatic updates or fully supported software scheduled with ASON). Programs must be installed by an ASON technician or software technical support with an ASON technician assisting. ASON is not responsible for maintenance/repair of errors caused by installations/modifications by Client or others; such corrections will be billed at time & materials and may be grounds for immediate termination. Client agrees to prohibit others, including principals, officers and employees from installing hardware, working on server/PC operating systems, or granting Domain Administrator access. Only ASON will make administrative/technical changes to the servers.
19. Notification will be made by email to Client with respect to any changes to these terms and conditions with an active MSA Agreement.

Revised Date: 9/18/25