Managed Services Agreement
Last updated: 03‑19‑2026
BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, OR RECEIVING OR UTILIZING THE SERVICES DESCRIBED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. Scope
This Managed Services Agreement (“Agreement”) governs the provision of managed information technology services by TigerGuard IT, Inc. (“Service Provider”) to the entity identified on an applicable sales order (“Client”).
This Agreement becomes effective as of the effective date of any sales order, statement of work, or service schedule that references this Agreement (“Sales Order”). Specific services, pricing, service levels, and obligations are defined in the applicable Sales Order and any incorporated service‑specific endorsements.
2. Definitions
Computer System
Client‑owned, leased, or licensed technology systems covered under an applicable Sales Order, including hardware, software, and networked resources designated for service.
Managed Services
Ongoing IT support, monitoring, maintenance, and management services provided under a recurring service model as outlined in the applicable Sales Order.
3. Description of Services
Service Provider shall deliver Managed Services in a professional and commercially reasonable manner using qualified personnel and industry‑standard practices.
Client agrees to provide reasonable access to systems, documentation, and personnel as required to perform the Services. Services outside the agreed scope may be subject to additional charges.
4. Term and Termination
Unless otherwise stated in a Sales Order, this Agreement is month‑to‑month.
Either party may terminate the Agreement upon written notice in accordance with the applicable Sales Order. Termination does not relieve Client of its obligation to pay for services rendered prior to termination.
5. Fees and Payment
Client agrees to pay all fees as specified in the applicable Sales Order. Billing cycles, payment methods, and due dates are defined in the Sales Order.
Service Provider may suspend Services for non‑payment in accordance with this Agreement and applicable law.
6. Confidentiality
Each party agrees to maintain the confidentiality of non‑public information received from the other party and to use such information solely for purposes related to this Agreement.
Confidentiality obligations survive termination of the Agreement and do not apply to information that is publicly available or required to be disclosed by law.
7. Access to Systems
In order to deliver Managed Services, Service Provider may require administrative or remote access to Client systems. Access is limited to service delivery purposes and exercised in accordance with applicable agreements and security practices.
8. Warranty and Best Efforts
Service Provider shall perform Managed Services using reasonable care and skill consistent with generally accepted standards for managed IT service providers operating in California.
Services are provided on a “best efforts” basis. Due to the nature of information technology and third‑party software, Service Provider does not guarantee uninterrupted operation, complete security, or error‑free performance.
9. Limitation of Responsibility
Client acknowledges that technology systems are subject to inherent risks, including hardware failure, software defects, cybersecurity threats, and user error.
Service Provider is not responsible for failures or damages caused by circumstances outside its reasonable control, including actions or omissions of third‑party vendors or Client personnel.
10. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, power failures, labor disputes, or governmental actions, provided reasonable notice is given when practicable.
11. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Each party shall continue to perform its undisputed obligations during the pendency of any dispute.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
13. Entire Agreement
This Agreement, together with referenced Sales Orders and incorporated documents, constitutes the entire agreement between the parties regarding Managed Services and supersedes all prior discussions or agreements.
14. Severability
If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.
15. Amendments
This Agreement may be amended only by a written document executed by authorized representatives of both parties.
16. Notices
Notices under this Agreement shall be delivered in writing to the addresses specified in the applicable Sales Order or otherwise provided in writing.
17. Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
18. Service‑Specific Terms
Managed Services may be subject to additional service‑specific endorsements, schedules, or policies referenced in the applicable Sales Order. Those documents govern the detailed scope and conditions of each service.