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ORANGE COUNTY COMPUTER, INC.

Master Service Agreement

Modernized MSP, Cloud, Microsoft 365, Cybersecurity, and Support Terms

1. Agreement

This Master Service Agreement (“Agreement”) is entered into between Orange County Computer, Inc. (“OCC”) and Client. This Agreement governs all managed services, professional services, cloud services, cybersecurity services, Microsoft 365 services, hardware procurement, software licensing, consulting, and support services provided by OCC.

Services will be further defined in Statements of Work, Service Orders, Quotations, Addendums, and Managed Service Plans executed between OCC and Client.

2. Scope of Services

OCC may provide services including:

  • Managed IT Services
  • Help Desk Support
  • Microsoft 365 Administration
  • Microsoft Entra ID Administration
  • Cloud Services
  • Cybersecurity Services
  • Backup and Disaster Recovery
  • Network Administration
  • Server Administration
  • Project Services
  • Hardware and Software Procurement
  • Consulting Services

Specific services are defined in the Client’s selected service plan and applicable Statements of Work.

3. Service Delivery

OCC will provide services during standard business hours unless otherwise stated in the Client’s service plan.

Support requests may be submitted through:

  • Support Portal
  • Email
  • Telephone
  • Authorized Client Contacts

Emergency support availability and service level commitments are defined within the applicable Service Level Agreement (SLA) Addendum.

4. Client Responsibilities

The Client agrees to:

  • Maintain current licensing for software and cloud services.
  • Provide OCC reasonable access to systems and facilities required to perform services.
  • Designate authorized contacts for support requests and approvals.
  • Promptly notify OCC of material changes to systems, personnel, vendors, or security incidents.
  • Maintain compliance with laws, regulations, and contractual obligations applicable to its business.

5. Data Ownership

Client retains ownership of all Client data, records, configurations, and information stored within Client-controlled systems.

OCC shall access Client data solely for purposes necessary to deliver contracted services.

Upon termination of services, OCC shall reasonably cooperate with the return or transfer of Client data subject to:

  • Full payment of outstanding invoices
  • Technical feasibility
  • Applicable service fees
  • Licensing restrictions imposed by third-party vendors

6. Information Security

OCC implements commercially reasonable administrative, technical, and operational safeguards designed to protect Client information.

These safeguards may include:

  • Multi-Factor Authentication (MFA)
  • Access Controls
  • Role-Based Administrative Access
  • Security Monitoring
  • Malware Protection
  • Encryption Technologies
  • Backup Solutions
  • Security Incident Procedures

No security solution guarantees absolute protection from cyber threats. Client understands that cybersecurity risk can only be reduced, not eliminated.

7. Third-Party Services

OCC may utilize third-party vendors, service providers, software publishers, cloud providers, and data-center operators in delivering services.

Examples may include:

  • Microsoft
  • Backup Providers
  • Security Vendors
  • Cloud Infrastructure Providers
  • Hardware Manufacturers

OCC does not control third-party services and is not responsible for outages, service interruptions, or failures originating from third-party providers.

8. Confidentiality

Each party agrees to maintain the confidentiality of proprietary or sensitive information received from the other party.

Confidential information shall not be disclosed except:

  • To authorized employees or contractors
  • As necessary to provide services
  • As required by law, regulation, court order, or governmental authority

These obligations survive termination of this Agreement.

9. Security Incidents

If OCC becomes aware of a security incident affecting systems or services under its management, OCC will take reasonable steps to:

  • Investigate the incident
  • Mitigate known impacts
  • Communicate material information to authorized Client contacts
  • Cooperate with Client’s response efforts

Specific breach notification obligations for regulated industries are addressed in applicable compliance addendums.

10. Fees and Payment

Client agrees to pay all invoices according to the terms specified in service agreements, quotations, or Statements of Work.

Invoices not paid when due may be subject to:

  • Late fees
  • Service suspension
  • Collection costs
  • Reinstatement fees

Recurring cloud and licensing services remain billable until properly cancelled.

11. Term and Renewal

Unless otherwise stated in a signed agreement:

  • The initial term shall be twelve (12) months.
  • Agreements automatically renew for successive twelve-month terms.
  • Either party may terminate with thirty (30) days written notice prior to renewal.

12. Termination

Either party may terminate this Agreement for material breach if such breach remains uncured following written notice.

Upon termination:

  • Client remains responsible for outstanding balances.
  • OCC will reasonably assist with service transition.
  • Data transfer services may be subject to additional fees.
  • Third-party licensing obligations remain Client responsibilities.

13. Limitation of Liability

To the fullest extent permitted by law, OCC shall not be liable for indirect, incidental, consequential, punitive, special, or exemplary damages, including but not limited to:

  • Loss of revenue
  • Loss of profits
  • Loss of data
  • Business interruption
  • Cybersecurity incidents caused by third parties

OCC’s aggregate liability shall not exceed the fees paid by Client during the three (3) months immediately preceding the event giving rise to the claim.

14. Indemnification

Each party agrees to indemnify and hold harmless the other party against claims arising from:

  • Negligence
  • Misconduct
  • Violation of law
  • Intellectual property infringement
  • Unauthorized actions by its personnel

15. Compliance Addendums

Certain industries may require additional contractual obligations.

These obligations shall be addressed through separate addendums, which may include:

  • HIPAA Addendum
  • Business Associate Agreement (BAA)
  • Security Addendum
  • Service Level Agreement (SLA)
  • Compliance Addendum
  • Data Processing Agreement (DPA)

Where an addendum conflicts with this Agreement, the addendum shall control.

16. Governing Law

This Agreement shall be governed by the laws of the State of California. Venue shall be Orange County, California.

17. Entire Agreement

This Agreement, together with all Statements of Work, Quotes, Service Orders, and Addendums, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.dendums, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.