MASTER SERVICE AGREEMENT
Prior versions: Rev. 1225 (December 2025)
The following terms and conditions govern the relationship between Virtual IT Group, LLC (“us,” “our,” “we,” “Provider,” or “ViTG”) and you (“you,” “your,” “Client,” or “Customer”), and limit our liability for any services or products that we provide to you. Please read these terms carefully and keep a copy for your records. Upon ViTG’s counter-signature of the applicable Quote, you agree to be bound by this Agreement, the Quote, the Service Statement, and any applicable exhibits.
1. DEFINITIONS
Defined Terms. Capitalized terms used in this Agreement have the meanings set forth in this Section or elsewhere in this Agreement. Terms defined elsewhere are cross-referenced by section number.
“Agreement” — This Master Service Agreement, including any Quotes, Service Statements, exhibits, and amendments expressly incorporated by reference.
“Adjustment Date” — The annual anniversary of the Effective Date of the applicable Quote, on which the Annual Price Adjustment described in Section 4.2 takes effect.
“Authorized Contact” — Your personnel or representatives who are authorized to provide directions, consent, or instructions to ViTG, identified per Section 2.9.
“BAA” — A Business Associate Agreement executed by the parties where Client is a Covered Entity or Business Associate as defined under HIPAA.
“Client-Side Downtime” — Defined in Section 7.3. “Confidential Information” — Defined in Section 8.1.
“Effective Date” — The date on which an authorized representative of ViTG counter-signs and executes the applicable Quote following Client’s acceptance. Client’s signature constitutes Client’s revocable offer; the applicable Quote and this Agreement become effective only upon ViTG’s counter-signature.
“Environment” — Any computer network (cloud-based or otherwise), computer system, peripheral, or device (virtual or physical) acquired, installed, maintained, monitored, or operated by ViTG for Client or on Client’s behalf.
“Impacted Data” — Data that has been deleted, corrupted, encrypted, exfiltrated, or otherwise rendered unreadable, unavailable, or compromised as a result of any cybersecurity incident, malware, ransomware, unauthorized access, or similar event.
“Quote” — A quote, proposal, service order, scope of work (SOW), or similar document (electronic or otherwise) proposing Services, whether signed, accepted electronically via DocuSeal or similar platform, or otherwise agreed to in writing.
“Regulated Data” — Data subject to specific regulatory requirements, including without limitation PHI under HIPAA, cardholder data under PCI-DSS, personally identifiable information under FIPA (Chapter 501, Part II, Florida Statutes), student records under FERPA, financial information under GLBA, or any similar federal, state, or international privacy, security, or data protection law.
“Service Statement” — A document attached to, referenced by, or incorporated into a Quote (including the Service Statement attached as Exhibit B) that further defines the scope, provision, service levels, or limitations of the Services.
“Services” — All services, licenses, software, hardware, and products that ViTG performs for Client or sells or re-sells to Client.
“Third Party Products / Third Party Provider / Third Party Service” — Equipment and software purchased through or resold by ViTG from third parties; the vendors/manufacturers (including without limitation Huntress, Avanan, Microsoft 365, NinjaRMM, HaloPSA) whose products/services are incorporated into or resold as part of the Services; and the services they provide.
“Vendor-Side Downtime” — Defined in Section 7.4. “ViTG Equipment” — Hardware or accessories supplied to Client on a rental, license, or temporary basis.
2. SCOPE; SERVICES
2.1 Scope. This Agreement governs all Services that ViTG performs for Client. The specific Services are not described in this Agreement; instead, Services are described in Quotes and Service Statements. This Agreement supplements and governs all Quotes.
2.2 Quotes. ViTG may from time to time provide Client with a Quote proposing Services. A Quote may have one or more Service Statements attached, incorporated, or referenced that further define the scope and provision of the Services. By signing a Quote, Client makes a revocable offer on the terms of each Service Statement attached to or incorporated into the applicable Quote (including the Service Statement attached as Exhibit B) and the terms of this Agreement; those terms become binding only upon ViTG’s counter-signature. If Client does not agree to the terms of the Service Statement and this Agreement, Client should not sign the Quote.
2.3 Versioning. The version of this Agreement can be identified by the “Revision” and “Effective” references at the top of this document. Upon accepting a Quote, Client should refer back to this document and note the version that applies to that Quote. ViTG may update this Agreement from time to time. Updates will apply to Services as of the next Adjustment Date for each Quote unless the Client terminates before then.
2.4 Conflict. If there is a specific, material difference or direct conflict between the language in a Quote or Service Statement on the one hand, and the language in this Agreement on the other, then the language of the Quote or Service Statement (as applicable) will control. If there is a direct conflict between a Quote and a Service Statement, the Quote will control. Notwithstanding the foregoing, no Quote or Service Statement may modify Sections 5 (Limitations of Liability), 6 (Indemnification), 12 (Restrictive Covenants), 14 (Arbitration), or 15.14 (Governing Law; Venue) of this Agreement except by a written amendment expressly referencing those Sections, signed by an authorized officer of ViTG.
2.5 Environment. To avoid delay or negative impact on the Services, during the term Client agrees to refrain from modifying or moving the Environment or installing software in the Environment unless ViTG expressly authorizes such activity. In all situations (including co-managed engagements), ViTG will not be responsible for changes to the Environment that are not authorized by ViTG or for issues arising from those changes.
2.6 Co-Managed Engagements. In a co-managed engagement, ViTG’s responsibility and liability extends only to the systems, configurations, activities, and scope expressly designated in the applicable Service Statement. Client retains sole responsibility for all other Environment components, including any actions taken by Client’s internal IT staff, contractors, or other service providers. ViTG shall have no liability for damages caused by acts or omissions outside its designated scope of responsibility.
2.7 Requirements. Everything in the Environment must be genuine and licensed, including all hardware, software, and peripherals. If ViTG requests proof of authenticity or licensing, Client must promptly provide it. If Services require certain minimum hardware or software requirements as indicated in a Quote or Service Statement (“Minimum Requirements”), Client agrees to implement and maintain those Minimum Requirements as an ongoing condition of Services.
2.8 Updates. Patches and updates to hardware and software (“Updates”) are created and distributed by third parties. If Updates are provided as part of the Services, ViTG will follow manufacturers’ recommendations; however (i) ViTG does not warrant any Update will perform properly, (ii) ViTG is not responsible for downtime or losses arising from or related to Updates, and (iii) ViTG reserves the right (but not the obligation) to refrain from installing an Update until ViTG has determined, in its reasonable discretion, that it is compatible with the Environment.
2.9 Authorized Contacts. ViTG is entitled to rely on any directions or consent provided by Authorized Contacts. If no Authorized Contact is identified in a Quote or Service Statement, the Authorized Contact will be the person who accepted the Quote or who is generally designated during the relationship. Authorized Contact changes must be initiated by an existing Authorized Contact using a verified channel (email from a known address confirmed by telephone callback to a known number, OR a signed authorization form). ViTG will not accept Authorized Contact changes via ticketing systems, help desk requests, unverified phone calls, or recorded voicemail messages. ViTG may delay Services until it has verified the authority of any purported new Authorized Contact. Written (email) verified changes will be implemented within two (2) business days of receipt; verified in-person or live-call changes will be implemented same business day. ViTG shall have no liability for acting on directions from a person reasonably believed to be an Authorized Contact.
2.10 Third Party Support. If a hardware or software issue requires vendor or OEM support, ViTG may contact the vendor or OEM on Client’s behalf and invoice Client for all fees and costs involved. If fees are anticipated in advance or exceed $300, ViTG will obtain Client’s permission before incurring the expense unless exigent circumstances require otherwise.
2.11 Advice; Instructions. ViTG may provide Client with specific advice and directions related to the Services (“Advice”). Client is strongly advised to promptly follow such Advice. ViTG is not responsible for problems caused by Client’s failure to follow Advice. If Client’s failure to follow Advice renders Services economically or technically unreasonable to provide, ViTG may terminate the applicable Services for cause. Services required to remediate issues caused by Client’s failure to follow Advice, Client’s unauthorized modification of the Environment, or to bring the Environment up to Minimum Requirements are out-of-scope and will be billed separately.
2.12 Prioritization. All Services will be performed on a schedule and in a prioritized manner as ViTG deems reasonable and necessary. Exact start dates may vary depending on the Service and on prerequisites (such as onboarding).
2.13 Coverage of All Users and Devices. The Services are priced and delivered on the basis of full-environment coverage. Client agrees that every individual who accesses, stores, processes, or transmits Client data or otherwise uses the Environment — including employees, owners, contractors, temporary staff, and volunteers — must be covered by the Services, and that every device used to access Client data — including workstations, laptops, servers, mobile devices, and tablets, whether company-owned or personally owned — must likewise be covered. Client may not elect partial-environment coverage. ViTG’s security commitments, warranties, and the limitations of liability in Section 5 are expressly conditioned on full-environment coverage; any uncovered user or device is a gap that materially increases risk to the entire Environment. Additions of users or devices are covered and billed under Section 4.7. ViTG may treat Client’s refusal to cover any user or device that accesses Client data as a breach of the Client Security Obligations in Section 3.
2.14 Execution; Counter-Signature. Client accepts a Quote by signing the signing envelope, which constitutes Client’s revocable offer to purchase the Services on the stated terms. No Quote, Service Statement, or this Agreement becomes effective or binding upon ViTG, and ViTG has no obligation to provide Services, until an authorized representative of ViTG counter-signs the same signing envelope. Upon ViTG’s counter-signature, the applicable Quote and this Agreement are fully executed and effective as of the Effective Date. If ViTG declines to counter-sign, no agreement is formed and ViTG’s sole obligation is to refund any amounts prepaid by Client. Until ViTG counter-signs, neither party is bound, no fees accrue, and no payment authorization (including ACH autopay under Section 4.4) takes effect; Client may withdraw its offer at any time before ViTG’s counter-signature.
2.15 Automated Quote Generation; Errors. Quotes are produced by an automated system, including AI- and software-assisted generation. ViTG is not bound by any typographical, mathematical, pricing, scope, configuration, software, data-integration, workflow, or AI-generation error in an automatically generated Quote, and before ViTG counter-signs may, in its sole discretion, either reject the erroneous Quote outright — with no obligation to proceed or to issue a correction — or issue a corrected Quote. No such error binds ViTG, and Client may not rely on an erroneous Quote as accepted. A corrected Quote supersedes the erroneous Quote and requires Client’s signature and ViTG’s counter-signature to become effective. If ViTG rejects an erroneous Quote without issuing a correction, no agreement is formed and ViTG’s sole obligation is to refund any amounts prepaid by Client, consistent with Section 2.14.
3. CLIENT SECURITY OBLIGATIONS
3.1 Client Security Duties. Client acknowledges that the effectiveness of the Services depends in part on Client’s own security practices. Client agrees to the following ongoing obligations, breach of which shall constitute comparative fault and may reduce or extinguish ViTG’s liability for any resulting incident: (a) MFA enabled on all administrative, privileged, and email accounts unless specifically waived by ViTG in writing; (b) annual phishing and security-awareness training for all personnel with Environment access, which ViTG may (but need not) provide; (c) prompt installation of critical security patches on Client-managed systems not under ViTG’s patch management; (d) reporting of suspected phishing, malware, unauthorized access, unusual account behavior, or any other security incident to ViTG within twenty-four (24) hours of discovery; (e) no sharing of credentials, disabling of security controls, or granting access to unauthorized personnel/third parties; (f) current and accurate Authorized-Contact information and a designated primary incident-response contact; (g) no connection to the Environment of any device, system, or software not authorized by ViTG; (h) compliance with any written security/acceptable-use policies provided by ViTG.
3.2 Effect of Breach. Breach by Client of any obligation in this Section 3 shall operate as a reduction in ViTG’s liability on a pro-rata basis, up to and including complete extinguishment of liability if such breach was a contributing cause of the damages claimed.
3.3 Client Representations. Client represents and warrants, as of the Effective Date, that it has accurately disclosed: (i) all Regulated Data it will transmit, store, or process through the Environment; (ii) all regulatory regimes applicable to its business; (iii) any known prior security incidents within the preceding thirty-six (36) months; and (iv) any pending or threatened investigations or claims relating to its data-handling practices. Client shall promptly update these disclosures if circumstances change. ViTG reserves the right to adjust pricing, scope, or terminate Services if Client’s actual circumstances materially differ from disclosed circumstances.
4. FEES; PAYMENT
4.1 Fees. Client agrees to pay the fees, costs, and expenses described in each Quote and Service Statement. Client is responsible for sales tax and any other taxes or governmental fees. If Client qualifies for a tax exemption, Client must provide a valid certificate. Client is also responsible for all freight, insurance, and taxes (including import/export duties, sales, use, value-added, and excise taxes).
4.2 Annual Price Adjustment. Fees for recurring Services will be adjusted automatically on each Adjustment Date. The adjustment will equal the percentage change in the Consumer Price Index for All Urban Consumers, Tampa-St. Petersburg-Clearwater, FL metropolitan area, published by the U.S. Bureau of Labor Statistics for the twelve (12) months ending two (2) months prior to the Adjustment Date, and will not exceed six percent (6%) in any single year. ViTG will give at least thirty (30) days’ prior notice of each adjustment.
4.3 Payment Schedule. All fees are due and payable in advance of the Services unless otherwise stated in the Quote. Recurring ACH payments will be deducted on the first business day of the month in which Services are provided. All quoted prices assume automatic recurring ACH payment. If Client elects to pay by credit card where ACH is available, ViTG may assess a disclosed card-processing surcharge or fee not exceeding ViTG’s actual processing cost and only to the extent permitted by applicable law and applicable card-network rules. Any such fee will be separately disclosed on the invoice. Debit cards, prepaid cards, and other payment methods will be handled as required by applicable law and card-network rules.
4.4 Autopay Required. Automatic recurring payment (ACH or card-on-file) is a mandatory condition of Services for all Clients. No Client may be enrolled in Services without autopay. ViTG may suspend Services without notice if autopay is disabled, declined, or cancelled.
4.5 Nonpayment. Fees unpaid more than fifteen (15) days after the invoice date accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law. ViTG may suspend Services without prior notice if undisputed fees are not timely received. Charges continue to accrue during suspension. Disputes must be received within thirty (30) days after the Service is rendered or the date Client pays an invoice, whichever is later; otherwise Client waives the right to dispute. A re-connection fee of up to five percent (5%) may be charged following suspension for nonpayment.
4.6 Collection Costs. If a delinquent balance is referred to a third-party collection agency or to counsel, Client is responsible for the actual collection costs incurred (including collection agency contingency fees), plus reasonable attorneys’ fees and court costs, in addition to interest under Section 4.5.
4.7 True-Up / True-Down Adjustments. Recurring fees adjust to the actual number of covered users, devices, and sites in the Environment, as required by Section 2.13. Additions during a billing period are billed on the following month’s invoice, including (i) a pro-rated charge for the partial month and (ii) the full recurring rate going forward. When Client removes users, devices, or sites, the recurring charge is reduced going forward; however, no credit, refund, or downward adjustment will lower the monthly recurring charge below the floor established at signing — the user count set forth in the accepted Quote as of the Effective Date (the “Signed User Count”). Billing may rise above the Signed User Count as the Environment grows but will not be reduced below it during the term of the applicable Quote. ViTG reconciles covered counts from the managed Environment, which is the system of record for billing-count purposes.
4.8 VoIP Handset Financing; Hardware Term; Early Payoff. If Client elects to finance VoIP handset hardware rather than purchase it outright, the financed handset hardware identified in the Quote (“Financed Equipment”) will be paid in equal monthly handset-financing installments over the hardware term stated in the Quote, which is twenty-four (24) months (“Hardware Term”). The handset-financing installment is separate from the VoIP service charge, although both may be invoiced together as part of the monthly per-extension amount. The Hardware Term applies only to the Financed Equipment and does not create a minimum term for managed services, VoIP service, or any other monthly Service. Title to Financed Equipment passes to Client only after ViTG receives all handset-financing installments and any other amounts due for the applicable Financed Equipment. Unless otherwise stated in the Quote, the handset-financing installment is an interest-free installment recovery of the handset purchase price and does not include unearned VoIP service charges. If Client cancels VoIP service, reduces extension count, removes a financed handset, terminates the applicable Quote, or otherwise stops paying for any Financed Equipment before the Hardware Term is complete, the unpaid financed balance for the affected Financed Equipment becomes immediately due and payable (“Payoff Amount”). The Payoff Amount equals the handset purchase price for the affected Financed Equipment, less handset-financing installments actually paid for that Financed Equipment. ViTG may invoice the Payoff Amount as a one-time charge upon cancellation, reduction, removal, termination, or default. Client bears all risk of loss, theft, damage, misuse, or destruction of Financed Equipment after delivery, ordinary manufacturer defects excepted. Warranty, repair, replacement, return, and support rights for Financed Equipment are limited to the applicable manufacturer warranty or any written warranty expressly stated in the Quote. Softphone-only extensions do not include Financed Equipment and do not carry a Payoff Amount.
5. WARRANTIES; LIMITATIONS OF LIABILITY
5.1 Acknowledgment. This Section 5 limits the liabilities arising from the Services and under this Agreement, and is a bargained-for and material part of the business relationship. Client acknowledges that ViTG would not provide the Services, or enter into any Quote or this Agreement, unless ViTG could rely on the limitations in this Section.
5.2 Third Party Products — AS IS. All Third Party Products sold by or through ViTG are generally nonrefundable once obtained from the third-party provider or reseller. Return policies, re-stocking fees, and warranties are governed by the third-party provider. ViTG will use reasonable efforts to transfer warranties and SLAs to Client but will have no liability for the quality, functionality, or operability of any Third Party Product. All Third Party Products are provided “AS IS” between ViTG and Client, without any warranty whatsoever (express or implied, including merchantability and fitness for purpose).
5.3 Disclaimer. EXCEPT FOR ViTG’S OBLIGATION TO PERFORM THE PURCHASED SERVICES IN A COMMERCIALLY REASONABLE MANNER AS DESCRIBED IN THE APPLICABLE QUOTE AND SERVICE STATEMENT, AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN A QUOTE OR SERVICE STATEMENT, ALL SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ViTG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS.
5.4 No Indirect Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE, LOSS OF PROFITS (EXCEPT FOR FEES DUE AND OWING TO ViTG), SAVINGS, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. This exclusion does not apply to (a) amounts due and payable to ViTG, (b) amounts owed under Section 6 (Indemnification), (c) amounts owed under Section 12 (Restrictive Covenants), or (d) reasonable attorneys’ fees awarded to a prevailing party.
5.5 Liability Cap. EXCEPT FOR THE EXCLUSIONS IN SECTION 5.4, AND SUBJECT ONLY TO SECTION 5.6, ViTG’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, INDEMNIFICATION, OR NEGLIGENCE, SHALL BE LIMITED TO CLIENT’S ACTUAL AND DIRECT DAMAGES, NOT TO EXCEED THE GREATER OF: (A) THE FEES PAID BY CLIENT TO ViTG (EXCLUDING HARD COSTS FOR LICENSES, HARDWARE, THIRD PARTY PRODUCTS, AND THIRD PARTY SERVICES) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO ACCRUAL, OR (B) TWENTY-FIVE THOUSAND DOLLARS ($25,000). IF FEWER THAN TWELVE MONTHS HAVE ELAPSED, THE FEE-BASED CAP SHALL BE CALCULATED BY ANNUALIZING THE AVERAGE MONTHLY FEE ACTUALLY PAID.
5.6 Carve-Outs and Reductions. Nothing in this Agreement shall limit either party’s liability for: (a) willful misconduct, (b) gross negligence, (c) intellectual property infringement by that party, or (d) any liability that, as a matter of applicable law, cannot be contractually limited. The cap in Section 5.5 applies to all other claims, including breaches of confidentiality, data-privacy obligations, cybersecurity incidents, malware/ransomware events, data loss, and BAA breaches (except as the BAA provides otherwise), except where prohibited by law. A party’s liability is reduced to the extent a claim is caused by the other party’s willful or intentional misconduct, gross negligence, or failure to reasonably mitigate. The limitations apply even if the remedies fail of their essential purpose.
5.7 Cybersecurity Limitations. No security solution is one hundred percent effective. ViTG does not warrant that all malware or malicious activity will be detected, prevented, quarantined, or removed, or that any Impacted Data will be recoverable. Unless a specific incident-response or data-recovery service is expressly purchased and listed in a Quote (e.g., a BCDR package, 24×7 SOC, or IR retainer), recovery of Impacted Data is out-of-scope and billed at ViTG’s then-current hourly rates with a retainer deposit in advance. Client is strongly advised to (i) train employees to identify phishing; (ii) enable MFA on all accounts; (iii) maintain adequate cyber liability insurance. Except for incidents caused by ViTG’s willful misconduct or gross negligence, ViTG is held harmless from all costs, expenses, or damages arising from or related to cybersecurity incidents. ViTG’s obligation is to provide the purchased security Services in a commercially reasonable manner consistent with the applicable Quote and Service Statement; ViTG does not guarantee that any threat, vulnerability, malicious activity, compromise, loss, or business interruption will be prevented, detected, contained, or remediated.
5.8 Data Loss. Client bears sole responsibility for maintaining backups unless a specific BCDR or backup Service is expressly purchased. ViTG will not be responsible for data lost, corrupted, or rendered unreadable due to: (i) communications/transmission errors; (ii) equipment failures (including silent hardware corruption); (iii) failure to back up portions of the Environment not expressly designated for backup; (iv) user error or malicious insider actions; (v) third-party software defects; or (vi) force majeure. Unless expressly stated in writing, ViTG does not warrant that any storage, backup, or load-balancing functionality will operate error-free.
6. INDEMNIFICATION
6.1 Mutual Indemnification. Each party (an “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party, its affiliates, and its officers, directors, employees, and agents from and against any and all losses, damages, costs, expenses, or liabilities, including reasonable attorneys’ fees (“Damages”), arising from or relating to: (i) the Indemnifying Party’s material breach of this Agreement; (ii) third-party claims arising from the Indemnifying Party’s intellectual property infringement; or (iii) third-party claims arising from the Indemnifying Party’s gross negligence or willful misconduct.
6.2 Client-Specific Indemnification. In addition, Client shall indemnify and hold harmless ViTG from and against any and all Damages arising from or relating to: (a) Client’s use of the Services in violation of any law, regulation, or third-party right; (b) data Client transmitted/stored that violated any law, regulation, or third-party right; (c) Client’s failure to accurately disclose its regulatory status, Regulated Data holdings, or legal obligations under Section 3.3; (d) Client’s breach of the Client Security Obligations in Section 3; (e) Client’s acts or omissions that caused or contributed to a cybersecurity incident; (f) any claim by Client’s own customers, patients, students, or data subjects; and (g) Client’s disclosure of PHI or other Regulated Data to ViTG prior to execution of a BAA or equivalent.
6.3 Defense Control. ViTG shall have the right to control the defense, settlement, and disposition of any claim for which Client owes indemnity to ViTG. Where ViTG owes indemnity to Client, ViTG shall have the right to control the defense and settlement of the claim, provided that ViTG may not settle any claim in a manner that imposes non-monetary obligations on Client or requires an admission of liability by Client without Client’s prior written consent. The indemnified party may participate through counsel of its choosing at its own expense. No settlement may impose any admission, injunctive obligation, operational restriction, payment obligation, or other non-monetary burden on ViTG without ViTG’s prior written consent.
7. ACCESS; RESPONSE; DOWNTIME
7.1 Access Rights. Client grants ViTG and its designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to provide the Services. ViTG may install software agents into the Environment. Client is responsible for securing, at Client’s cost, all necessary rights of entry, licenses, permits, and permissions before Services commence, and for providing proper and safe environmental conditions at all times. ViTG shall not be required to provide Services under conditions that pose a safety or health concern.
7.2 Response. ViTG responds to notifications of errors, outages, alarms, or alerts in accordance with priority tables supplied to Client. Response-time commitments do not apply during: (i) the Transition Exception (Section 7.5); (ii) Client-Side Downtime (Section 7.3); (iii) Vendor-Side Downtime (Section 7.4); (iv) periods in which ViTG must suspend Services to protect the security or integrity of the Environment or ViTG’s equipment/network; or (v) force majeure.
7.3 Client-Side Downtime. ViTG will not be responsible for delays or deficiencies to the extent caused by Client’s actions or omissions, including any period during which ViTG requires Client’s participation, information, directions, or authorization but cannot reach the Authorized Contact.
7.4 Vendor-Side Downtime. ViTG will not be responsible for delays or deficiencies to the extent caused by Third Party Providers, Third Party Services, third-party licensors, or upstream service or product vendors.
7.5 Transition Exception. For the first forty-five (45) days following the commencement date of any Service, and for any period during which ViTG is performing off-boarding or transition services, response-time commitments do not apply.
7.6 Scheduled Downtime. Scheduled Downtime means hours, determined by ViTG and not between 9:00 AM and 5:00 PM Eastern, Monday through Friday (unless authorized by Client or required by exigent circumstances), during which ViTG performs scheduled maintenance. ViTG will use best efforts to provide twenty-four (24) hours’ notice.
8. CONFIDENTIALITY
8.1 Definition. “Confidential Information” means any non-public information provided by one party (a “Discloser”) to the other (a “Recipient”), including customer data, customer lists, internal documents and communications, proprietary reports, methodologies, technical information, business strategies, financial information, and pricing. It does not include information that (i) entered the public domain through no act of the Recipient; (ii) was developed independently without reference to the Discloser’s information; or (iii) was lawfully provided by a third party not under an obligation of confidentiality.
8.2 Use. The Recipient will keep Confidential Information fully confidential and will not use or disclose it except (i) as expressly authorized in writing by the Discloser, (ii) as needed to fulfill obligations under this Agreement, or (iii) as required by applicable law, exercising at least a commercially reasonable level of care.
8.3 Compelled Disclosure. If legally compelled to disclose Confidential Information, and not prohibited from doing so, the Recipient will immediately notify the Discloser in writing so the Discloser may seek a protective order, and will use best efforts (at the Discloser’s expense) to assist in obtaining one.
8.4 Additional NDAs. The parties may be required to enter additional NDAs to protect a third party’s Confidential Information; in such event the NDA is read in conjunction with this Section 8, and the more stringent terms govern.
8.5 Breach Notification. On a confirmed or reasonably suspected breach involving Regulated Data, the Recipient shall notify the Discloser without undue delay and in any event within five (5) calendar days after discovery, to the extent required or permitted by law. The parties shall cooperate consistent with FIPA (Chapter 501, Part II, Florida Statutes), HIPAA (where applicable), and any other applicable law. Where HIPAA applies, its longer breach-notification timelines do not excuse obligations under FIPA or other state laws. Where ViTG acts as a third-party agent under FIPA, ViTG’s notice to Client is intended to support Client’s own notification obligations, and Client remains responsible for determining whether notice to affected individuals, regulators, or other third parties is required.
9. DATA RETENTION; TRANSITION
9.1 Active-Service Retention. During the term, ViTG will retain Client data only for the duration and purposes described in the applicable Quote or Service Statement. ViTG is not a general-purpose data-archive provider and has no obligation to retain Client data longer than operationally necessary to deliver the purchased Services.
9.2 Return at Termination. Upon termination, Client may request return or export of Client data. If requested in writing before termination or within thirty (30) days after, ViTG will use commercially reasonable efforts to return/export the data in a mutually-agreeable format within thirty (30) business days after the request, subject to payment of all outstanding fees and ViTG’s then-current hourly rates for transition services (estimated amounts payable in advance). Retrieval of passwords, log files, administrative server information, and data-format conversion are transition services subject to these terms.
9.3 Client’s Retention Responsibility. Client is solely responsible for any data-retention obligations imposed on it by law, regulation, contract, or third-party requirement (including HIPAA’s 6-year log retention, FIPA, PCI-DSS, SOX, FERPA, GLBA, state tax/employment laws, and its own insurance policies); for maintaining its own retention infrastructure; and acknowledges that ViTG’s role is that of a data processor providing tools, not a data custodian, unless a specific retention Service is expressly purchased. The short retention periods in Section 9.4 are a bargained-for cost-savings measure.
9.4 ViTG Deletion; Legal Hold. Following the thirty (30) business-day return window in Section 9.2, ViTG may delete all such data within forty-five (45) calendar days after termination (the “Deletion Date”). Client is responsible for retrieving all needed data before the Deletion Date, after which data may be irretrievably deleted, and shall hold ViTG harmless from claims arising from such deletion. ViTG may retain copies as required by law, regulatory obligations (including HIPAA’s 6-year log retention where ViTG is a Business Associate), for defense of claims, or pursuant to a legal hold, maintaining confidentiality per Section 8.
9.5 Third Party Service Retention. Retention periods, availability, and export formats of Third Party Services are governed entirely by the applicable Third Party Provider’s terms and are outside ViTG’s control. By way of example only: EDR alert data may be retained ~365 days; email-security quarantine/log data ~180 days; Microsoft 365 audit-log retention varies by license tier. ViTG has no obligation to retain Third Party Service data beyond what the underlying vendor provides; Client is responsible for purchasing additional retention if its obligations require it; and ViTG has no liability for loss of access to or deletion of data by any Third Party Provider.
9.6 Proprietary Configurations. Any configurations, custom scripts, automation routines, runbooks, playbooks, or proprietary settings ViTG creates in providing the Services (“ViTG Proprietary Configurations”) remain the exclusive property of ViTG. Upon termination, Client receives a perpetual, non-transferable, non-exclusive, royalty-free license to continue using the specific configurations deployed in its Environment for internal business purposes, provided it does not resell, sublicense, copy, or reverse-engineer them. Work product Client specifically purchased as work-for-hire under a separately-scoped Quote is owned by Client per that Quote.
10. TERM; TERMINATION
10.1 Term. This Agreement begins on the Effective Date and continues until terminated as described herein. Each Quote has its own term. Termination of Services under one Quote does not, by itself, terminate this Agreement or any other Quote. Any auto-renewal shall be preceded by at least sixty (60) days’ prior written notice identifying the renewal term and any price change.
10.2 Termination Without Cause. Where a Quote is month-to-month or does not specify a fixed term, either party may terminate that Quote without cause on thirty (30) days’ prior written notice, and no Termination Fee applies. Where a Quote specifies a fixed term, no party may terminate without cause prior to expiration; if Client does, Client is responsible for the Termination Fee (Section 10.3). If ViTG ceases providing a Service to all its customers, it may terminate the applicable Quote on one hundred twenty (120) days’ notice. If no Services under any Quote are in progress, either party may terminate this Agreement without cause on thirty (30) days’ notice.
10.3 Termination For Cause. On a material breach, the non-defaulting party may terminate the affected Services For Cause if (i) it notifies the Defaulting Party in writing with specifics and (ii) the breach is not cured within twenty (20) days (ten (10) for non-payment). If ViTG terminates For Cause, or if Client terminates a fixed-term Quote without cause before expiration, Client shall pay all amounts that would have been paid through expiration at fees in effect at termination (“Termination Fee”), which applies only to fixed-term Quotes. The parties agree the Termination Fee is liquidated damages and not a penalty, representing a reasonable estimate of anticipated damages. If Client terminates For Cause, Client pays only for Services properly delivered and accepted prior to termination.
10.4 Client Conduct. If Client or its personnel engages in unacceptable conduct that renders it impracticable, imprudent, or unreasonable to provide Services, ViTG may, on ten (10) days’ written notice, terminate this Agreement or the applicable Quote For Cause.
10.5 Equipment / Software Removal. Upon termination, Client shall provide ViTG access during normal business hours to remove all ViTG Equipment. If access is not granted, or ViTG Equipment is missing, broken, or damaged (normal wear excepted), ViTG may invoice for full replacement value. Client agrees not to remove, disable, circumvent, or disrupt any software agents unless directed by ViTG.
11. REGULATED DATA AND BAA
11.1 Disclosure Required. Client shall notify ViTG in writing, before providing access or permitting transmission, of any Regulated Data it will or may introduce into the Environment, and of all regulatory regimes applicable to its business.
11.2 Business Associate Agreement. If Client is a Covered Entity or Business Associate under HIPAA, or otherwise processes PHI, the parties shall execute a BAA in the form provided by ViTG. For any Quote in which HIPAA Support is selected or PHI is identified as in scope, the BAA will be included in the signing package and executed together with the Quote, and in all events a BAA must be fully executed before any PHI is transmitted, stored, or processed through the Environment. Until a BAA is fully executed, ViTG has no obligation to access, process, troubleshoot, migrate, back up, restore, monitor, or otherwise handle PHI, and Client shall not place PHI into any system or workflow requiring ViTG access. Each Quote shall identify whether PHI is within scope. Any pre-BAA disclosure of PHI is at Client’s sole risk. Where PHI is involved, the BAA governs with respect to PHI and supersedes conflicting terms of this Agreement, but only as to PHI.
11.3 Compliance Limitations. Unless otherwise expressly stated in a Quote, the Services are not intended and will not be used to bring Client into full regulatory compliance with any law applicable to its business. Services may aid Client’s compliance efforts; however, the Services are not (and shall not be represented or relied upon as) a compliance solution. ViTG will, where required, adhere to the NIST Cybersecurity Framework or CIS Controls as the baseline security framework, and the parties shall comply with all applicable laws in performance of this Agreement.
11.4 Client Compliance Warranty. Client warrants it has accurately identified any law governing its business that would impede or restrict the Services or require ViTG to register with or report to any authority, and agrees to promptly notify ViTG if it becomes subject to any such law, which may require modification to scope or pricing.
12. RESTRICTIVE COVENANTS
12.1 Non-Solicitation of Personnel. During the term of this Agreement and for a period of two (2) years following its termination, neither party (the “Restricted Party”) will, individually or with others, directly or indirectly solicit, induce, or influence any of the other party’s employees or contractors who materially participated in, performed, or supervised the Services, or who had substantive business contact with the Restricted Party in connection with the Services, in each case during the twelve (12) months preceding the solicitation, to discontinue or reduce their relationship with the other party, or to recruit, solicit, hire, or engage any such person.
12.2 Liquidated Damages for Non-Solicitation. On a violation of Section 12.1, the parties agree (actual damages being difficult to determine) that the Restricted Party shall pay the other party, as liquidated damages and not as a penalty, an amount equal to one hundred twenty-five percent (125%) of the affected person’s total annual compensation (base salary, bonuses, commissions, benefits, and employer-paid taxes) over the twelve (12) months preceding the violation. This represents a reasonable pre-estimate of anticipated damages, reflecting recruitment and replacement costs, training and onboarding, reduced ramp-up productivity, lost billable revenue, loss of institutional knowledge and client relationships, and the difficulty of replacing trained MSP technical personnel in the Tampa Bay market. If a court determines this provision unenforceable, the parties agree that actual damages (including all categories above) shall be recoverable without this cap. The non-breaching party shall also be entitled to injunctive relief to prevent further violation, without the necessity of proving actual damages or posting any bond or other security. Any violation of Section 12.1 is a material breach entitling the non-breaching party to terminate For Cause.
12.3 Customer Non-Circumvention. During the term and for one (1) year thereafter, Client shall not circumvent ViTG to obtain, directly or indirectly, the same or substantially similar managed IT, cybersecurity, cloud infrastructure, or voice (VoIP) services from any specific vendor, subcontractor, or provider that ViTG introduced, scoped, priced, negotiated, or procured for Client during the engagement, or for which ViTG negotiated preferential pricing, licensing, or commercial terms on Client’s behalf. This Section does not restrict Client from continuing a vendor relationship that pre-existed ViTG’s introduction, or from making ordinary, publicly available purchases that do not rely on ViTG-negotiated pricing, architecture, or procurement work.
12.4 Reasonableness. The parties acknowledge that the restrictions in this Section 12 are reasonable in scope, duration (two (2) years for Section 12.1; one (1) year for Section 12.3), and geography (limited to the geographic areas in which the other party actually conducts business or in which the Services were provided or received), are necessary to protect legitimate business interests under Fla. Stat. § 542.335, and are supported by adequate consideration. If any court modifies the scope, duration, or geography of any restriction to make it enforceable, the parties agree to be bound by the modified restriction.
13. INSURANCE
13.1 Insurance Requirements. ViTG and Client will each maintain, at their own expense, all insurance reasonably required in connection with this Agreement, which for ViTG shall include at minimum: (a) commercial general liability of not less than $1,000,000 per occurrence / $2,000,000 aggregate; (b) cyber liability / technology E&O of not less than $1,000,000 per occurrence; and (c) workers’ compensation as required by Florida law. For Client, at minimum: (a) commercial general liability of not less than $1,000,000 per occurrence; and (b) if Client holds Regulated Data or provides regulated services, cyber liability of not less than $1,000,000 per occurrence. Each party shall provide a certificate upon reasonable request. Policies will not be cancelled, materially changed, or non-renewed without at least thirty (30) days’ prior written notice. The required insurance limits do not expand, waive, or modify any limitation of liability, exclusion of damages, indemnity limitation, or other risk allocation in this Agreement. Client’s failure to maintain the required cyber liability insurance is a material breach and reduces or bars recovery to the extent such insurance would have responded.
13.2 Equipment Insurance. If Client is supplied with ViTG Equipment, Client shall acquire and maintain, at its cost, insurance for the full replacement value, listing ViTG as additional insured / loss payee.
14. ARBITRATION; DISPUTES
14.1 Arbitration. Except for (a) undisputed collections actions to recover fees due to ViTG, (b) actions for emergency injunctive relief to enforce confidentiality, restrictive covenants, or protect IP, and (c) claims within the exclusive jurisdiction of small claims court, any dispute arising from or related to this Agreement, including the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator mutually agreed upon by the parties, administered by the AAA under its Commercial Arbitration Rules. If AAA is unavailable within a reasonable distance, any mutually-agreed forum may be used. The arbitrator may award all remedies available at law or equity, except punitive damages unless expressly permitted by Florida law.
14.2 Venue; Arbitrator. The arbitration shall take place in Hillsborough County, Florida, or via mutually-agreed location or video-conference. The arbitrator shall be experienced in contract, IP, and IT transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand, the forum shall select the arbitrator. The arbitrator will determine the scope of discovery, which the parties intend to be limited and tailored to the specific issues.
14.3 Costs. Initially the cost of arbitration shall be split evenly; however, for disputes of $25,000 or less, each party shall bear its own filing and administrative costs up to the amount that would have been charged in Florida small claims court. The prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs.
14.4 Class Action Waiver. CLASS AND COLLECTIVE ACTION WAIVER. THE PARTIES WAIVE ANY RIGHT TO BRING DISPUTES AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN COURT, AND WAIVE ANY RIGHT TO SERVE AS A CLASS REPRESENTATIVE. DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.
14.5 Limitation of Recoverable Damages for Delayed Claims. The parties preserve all limitations periods provided by applicable law, and nothing in this Section limits the time within which a party may commence an action where such limitation would be prohibited by applicable law. The parties acknowledge, however, that the reliability of evidence, the availability of witnesses and logs, and the ability to investigate service-related events diminish materially with the passage of time. Accordingly, except for the claims excluded below, any claim arising out of or related to any Service, this Agreement, or any Quote that is first asserted in writing or filed more than twelve (12) months after the date the cause of action accrued (or, if later, after the date the claimant knew or reasonably should have known of the facts giving rise to the claim) shall be subject to a contractual limitation on the measure of recoverable damages, and not a penalty: the total direct damages recoverable by either party on such delayed claim shall be limited to an amount equal to three (3) months of the recurring fees in effect for the affected Service as of the date the cause of action accrued. The parties agree this is a reasonable allocation of risk given the difficulty of proof and diminishing reliability of evidence over time. This Section 14.5 does not apply to: (a) claims for nonpayment of amounts owed by either party; (b) breaches of confidentiality by either party; (c) either party’s indemnification obligations; or (d) violations of the restrictive covenants in Section 12 by either party. Where a claim is brought within twelve (12) months of accrual, the general liability cap in Section 5.5 controls; where both this Section 14.5 and Section 5.5 apply to a delayed claim, the lower applicable limit shall control.
15. MISCELLANEOUS
15.1 EULAs. Portions of the Services may require Client to accept third-party EULAs. Client grants ViTG permission to accept EULAs on its behalf. EULAs may contain different service levels, warranties, or limitations; Client agrees to be bound and will look only to the applicable third party for enforcement.
15.2 Third Party Services. Portions of the Services may be acquired from, resold from, or rely on Third Party Providers; not all will be expressly identified. ViTG may change Third Party Providers so long as the change does not materially diminish the Services. Third Party Providers are not ViTG’s contractors or under its control; ViTG shall not be responsible for, and shall be held harmless from, any failure of any Third Party Service or Provider.
15.3 BYOD. Client represents that ViTG is authorized to access all devices connected to the Environment, whether owned, leased, or controlled by Client. Unless stated in writing, Devices will not receive Services while disconnected from the Environment. ViTG will not be responsible for issues caused by unknown Devices, nor obligated to provide Services to them.
15.4 Equipment. All ViTG Equipment is licensed to Client, not owned or leased. Upon termination, Client’s license terminates and all ViTG Equipment must be returned at Client’s expense. Configurations on ViTG Equipment are proprietary to ViTG and shall not be circumvented, modified, or removed without ViTG’s prior written consent.
15.5 Ownership. Each party remains the owner of its own intellectual property. Client owns its pre-existing IP and data. ViTG owns any software, code, algorithms, or works of authorship it creates while providing the Services, subject to Section 9.6.
15.6 Physical Security. Client agrees to implement and maintain reasonable physical security for all managed hardware in its possession or control, including (i) door/cabinet locks; (ii) alarm systems; (iii) fire detection and suppression; and (iv) periodic reviews of personnel access rights.
15.7 Assignment. Neither this Agreement nor any Quote may be assigned without the other party’s prior written consent. ViTG may assign to a successor in connection with any merger, consolidation, sale of substantially all assets, or similar transaction, provided the assignee assumes ViTG’s obligations. On Client’s change of control, Client shall provide notice within thirty (30) days, and ViTG may (i) continue Services on existing terms or (ii) terminate or renegotiate within sixty (60) days after notice.
15.8 Amendment. Unless otherwise expressly permitted, no amendment or modification of this Agreement or any Quote will be valid unless originated in writing by ViTG, specifically referring to this Agreement or the Quote, and accepted in writing (email or electronic signature acceptable) by Client.
15.9 Severability. If any provision is declared invalid by a court of competent jurisdiction, it will be ineffective only to the extent of the invalidity, and the remainder of the provision and all other provisions will remain in full force and effect.
15.10 No Incorporation of Client Terms. ViTG will not be bound by any terms printed on any Client purchase order, invoice, memorandum, or other communication unless ViTG has expressly acknowledged and accepted such terms in writing signed by an authorized officer of ViTG.
15.11 No Waiver. The failure to enforce any term, the temporary or recurring waiver of any term, or the granting of an extension of time, will not constitute a waiver of such term in any other occurrence.
15.12 Entire Agreement. This Agreement, together with any Quotes, Service Statements, and any executed BAA, sets forth the entire understanding of the parties and supersedes all prior agreements. No representation, promise, inducement, or statement of intention not embodied herein has been made. No oral statements, marketing materials, sales presentations, social media content, or representations by ViTG employees, agents, or marketing automation shall be binding or create any warranty, obligation, or liability. Any document not expressly incorporated acts only to provide illustrations or descriptions and does not modify this Agreement.
15.13 Force Majeure. Neither party will be liable for delays or failures to perform because of circumstances beyond its reasonable control, including natural disasters, acts of a public enemy, terrorism, riot, sabotage, labor disputes, power failures, communications outages, transportation delays, supply-chain disruptions, cyberwarfare, cyberterrorism, zero-day exploits, malware/virus incidents that circumvent then-current defenses, pandemics, government orders, and acts of God.
15.14 Governing Law; Venue. This Agreement and all Services will be governed by and construed according to the laws of the State of Florida, without regard to its conflict-of-law provisions. The parties irrevocably consent to exclusive jurisdiction and venue in Hillsborough County, Florida for any action not subject to arbitration.
15.15 Notices. Notices may be sent by U.S. mail, overnight courier, fax, or email, deemed delivered three (3) business days after deposit in the U.S. Mail (certified or return-receipt), one (1) business day after overnight delivery, or one (1) business day after email or fax delivery. Email notice is sufficient only if (i) sent to the last known email address and (ii) the sender copies itself and preserves the email until acknowledged. All electronic documents and communications satisfy any writing requirement.
15.16 Independent Contractor. ViTG is an independent contractor, not Client’s employer, employee, partner, affiliate, or agent.
15.17 Data Access. Some Services may be provided by persons outside the United States, and Client data may occasionally be accessed, viewed, or stored on secure servers outside the U.S. Client agrees to notify ViTG if its business requires modification of these provisions; additional (and potentially significant) costs may apply.
15.18 Counterparts; Electronic Signatures. The parties may sign this Agreement and any Quote or amendment in any number of counterparts, each deemed an original and all together one agreement. The parties consent to transact business electronically pursuant to the Florida Electronic Signature Act and the federal E-SIGN Act. Electronic signatures, including those captured via DocuSeal or similar platforms, shall have the same legal force and effect as handwritten signatures.
15.19 No Third Party Beneficiaries. No third party is intended to benefit from or enforce this Agreement.
15.20 Survival. The provisions that by their context are intended to survive termination will survive, including without limitation Sections 5 (Limitations of Liability), 6 (Indemnification), 8 (Confidentiality), 9 (Data Retention), 12 (Restrictive Covenants), 13 (Insurance), 14 (Arbitration), and 15 (Miscellaneous).