Legal

Master Services Agreement

The terms and conditions under which Sidekick Security, LLC provides cybersecurity consulting services to its customers.

Sidekick Security, LLC — Master Services Agreement

This Master Services Agreement (“Agreement”) sets forth the terms and conditions under which Sidekick Security, LLC (“Company”), having its principal place of business at 10411 Motor City Drive, Suite 750, #1030, Bethesda, MD 20817, provides cybersecurity consulting services to its customers (“Customer”). By executing a Statement of Work (“SOW”) that references this Agreement, Customer agrees to be bound by these terms (each a “Party,” collectively the “Parties”).

1. Scope of Services

  • Description of Services: Company shall provide cybersecurity consulting services to Customer as outlined in the Statement of Work (SOW) or any other mutually agreed-upon document specifying the services, deliverables, and milestones.
  • Changes to Services: Any changes to the scope of services must be agreed upon in writing by both parties and may result in additional fees and/or timeline adjustments.
  • Precedence: In the event of a conflict, ambiguity, or inconsistency between this Agreement and any SOW, the SOW will prevail.

2. Payment Terms

  • Fees: Customer agrees to pay Company the fees specified in the SOW or as otherwise agreed upon in writing.
  • Invoicing and Payment: Company shall invoice Customer according to the agreed-upon payment schedule. Customer shall make payment within 30 days of receiving the invoice, unless otherwise specified in the SOW.
  • Taxes: Customer is responsible for any applicable taxes, duties, or other governmental charges related to the services provided under this Agreement.

3. Intellectual Property

  • Ownership: Any intellectual property rights created or developed by Company in the course of providing the services shall be owned by Company, unless otherwise agreed upon in writing.
  • License: Company grants Customer a non-exclusive, non-transferable license to use any deliverables provided as part of the services, solely for internal use and in accordance with the terms of this Agreement.

4. Confidentiality

  • Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed during the term of this Agreement, unless otherwise required by law or with the written consent of the disclosing party.
  • Non-Disclosure Agreement (NDA): If the parties have executed a separate NDA, the terms of the NDA shall govern in the event of any conflict with this Agreement.

5. Term and Termination

  • Term: This Agreement shall commence on the effective date of the applicable SOW and continue until terminated as set forth herein.
  • Termination for Convenience: Either party may terminate this Agreement for any reason by providing written notice to the other party thirty (30) days in advance.
  • Termination for Cause: Either party may terminate this Agreement immediately in the event of a material breach by the other party.
  • Effect of Termination: Upon termination, Customer shall pay Company for all services performed and expenses incurred up to the effective date of termination.

6. Client Warranties

Customer represents and warrants that it will provide Company with: (i) accurate information concerning Customer’s Assets (as defined herein), and (ii) all access and cooperation reasonably necessary to facilitate the Services. If Customer fails or delays in its performance of any of the foregoing, Company shall be relieved of its obligations under this Agreement or any SOW to the extent such delays or failures impede Company’s ability to perform its obligations.

Customer represents and warrants that (i) it owns and controls, directly or indirectly, all of the Customer’s Assets, or that all such Customer’s Assets are provided for Customer’s use by a third party, (ii) it has authorized Company to access such Customer Assets to perform the Services, (iii) it has full power and authority to engage and direct Company to access Customer Assets and to conduct the Services, (iv) except as has been obtained previously, no consent, approval, authorization or other notice to a third party (including but not limited to employees, contractors, sub-contractors, and other entities with access to Customer’s assets) are required in connection with Company’s performance of the Services, and (v) its use of the Services will comply with all applicable laws, regulations, and ordinances.

As used herein, “Customer Assets” means Customer’s physical premises and/or Customer’s systems (including, without limitation, all computer and telecommunications equipment, including servers, workstations, laptops, and associated attachments, accessories, peripheral devices and other equipment and/or applications and software (whether owned or licensed)) that Company may be directed to access in performance of the Services.

7. Limitation of Liability

  • Exclusion: In no event shall either party be liable for any indirect, incidental, consequential, or special damages arising out of or in connection with this Agreement.
  • Maximum Liability: The maximum liability of either party under this Agreement, regardless of the cause of action, shall not exceed the total fees paid or payable to Company by Customer during the six (6) months preceding the date the claim arose.

8. Governing Law and Dispute Resolution

  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflict of law).

9. General Provisions

  • Entire Agreement: This Agreement, including any attached exhibits or appendices, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
  • Amendments: Any amendments to this Agreement must be in writing and signed by authorized representatives of both parties.
  • Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
  • Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
  • Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or any other provision.

This Agreement is incorporated by reference into each Statement of Work executed between Company and Customer.