This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between Crescent Tek (“Company,” “Provider,” “we,” “our,” or “us”), and the customer identified in the applicable Quote, Proposal, Order, Statement of Work, service order, or other ordering document referencing and incorporating this Agreement (“Client,” “Customer,” or “you”).
This Agreement sets forth the general terms and conditions that govern the relationship between Crescent Tek and Client for managed IT services, support services, professional services, products, subscriptions, software, hardware, and related deliverables provided by Crescent Tek.
Client accepts this Agreement by signing an Order or Statement of Work, as defined below, and by using the Services or continuing to use the Services after being presented with this Agreement.
This Agreement governs all services Crescent Tek performs for Client, together with any software, hardware, licenses, subscriptions, products, consulting, procurement, support, monitoring, maintenance, reporting, onboarding, implementation, and related work provided by Crescent Tek (collectively, the “Services”).
The specific Services to be provided, the pricing for those Services, and any service-specific details will be described in one or more quotations, estimates, proposals, statements of work, order forms, service attachments, Diamond Advantage Agreements, or similar ordering documents issued by Crescent Tek and accepted by Client (an “Order”). Collectively, this MSA, a Service Attachment, and an Order shall constitute and be referred to as the “Crescent Tek Documents”.
In the event of any conflict, inconsistency, or ambiguity among the Crescent Tek Documents, the following order of precedence shall apply, with the document listed first prevailing over those listed after it:
This Order of Precedence shall only apply to the extent of an actual conflict or inconsistency and all other provisions shall remain in full force and effect. In any event, unless an Order expressly states otherwise, the provisions of this MSA regarding the limitation of liability, warranty disclaimers, payment enforcement, confidentiality, dispute resolution, and governing law will control.
Crescent Tek will post this Agreement on its website as its current standard Master Services Agreement. The MSA version in effect on the date Client accepts an Order, as indicated on the Order, will govern unless a later version is expressly accepted by Client or incorporated into a later Order.
“Environment” means Client’s systems, network, computers, workstations, servers, laptops, firewalls, switches, wireless infrastructure, cloud services, software, peripherals, mobile devices, accounts, and other technology assets that are monitored, managed, accessed, maintained, or supported by Crescent Tek under an Order or SOW.
“Covered Devices” means only those devices, users, systems, or assets expressly identified in an applicable Order, inventory, quote, or service schedule as included within the Services.
“Business Hours” means 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding holidays observed by Crescent Tek, unless otherwise stated in an applicable Order.
“After-Hours” means any time outside Business Hours, including evenings, weekends, and observed holidays.
“Third-Party Services” means products, software, hosted services, cloud services, telecommunications, backup solutions, cybersecurity tools, domain services, help desk tools, licenses, or other solutions provided by a third party and used, resold, licensed, recommended, or procured by Crescent Tek in connection with the Services.
Unless otherwise stated in an applicable Order, Crescent Tek may provide Services that include technology consulting, remote support, onsite support, monitoring, patching, help desk support, user administration, technical alignment reviews, procurement assistance, vendor coordination, backup administration, security services, reporting, and project work.
Crescent Tek will determine, in its reasonable discretion, the method, manner, sequencing, and personnel used to deliver the Services, including whether support is provided remotely, onsite, by phone, by ticket, by subcontractor, or through a Third-Party Service provider.
Crescent Tek may decline to perform any requested service that would violate applicable law, create an unreasonable safety or security concern, exceed the agreed scope of Services, or require specialized work not typically associated with the Services provided by Crescent Tek.
If Client purchases Crescent Tek’s Diamond Advantage Managed IT Services, the following plan descriptions apply unless modified by an applicable Order.
The Diamond Advantage Basic Plan includes:
a. unlimited remote Help Desk support for Covered Devices during Business Hours;
b. initial technology assessment and onboarding activities as described in the applicable Order;
c. monitoring services for approved and contracted components;
d. routine remote technical assistance and support for Covered Devices; and
e. such other included services expressly listed in the applicable Order.
The Basic Plan does not include:
i. onsite support;
ii. emergency After-Hours phone support;
iii. emergency After-Hours critical alert monitoring response;
iv. project work; or
v. other out-of-scope services not expressly included in the applicable Order.
For the Basic Plan:
• emergency After-Hours phone support is available on a billable basis at $150 per hour, with a one (1) hour minimum;
• emergency After-Hours critical alert monitoring and response is available on a billable basis at $150 per hour, with a one (1) hour minimum;
• onsite support is billable at $150 per hour, with a one (1) hour minimum, unless otherwise stated in an applicable Order; and
• all project work is outside scope and will be separately quoted or billed.
The Diamond Advantage Standard Plan includes:
a. unlimited remote support during Business Hours for Covered Devices;
b. unlimited onsite support during Business Hours for Covered Devices, subject to the travel provisions below;
c. emergency After-Hours phone support;
d. emergency After-Hours critical alert monitoring and response;
e. monitoring services for approved and contracted components; and
f. such other included services expressly listed in the applicable Order.
The Standard Plan does not include project work unless expressly stated in the applicable Order.
For the Standard Plan:
• emergency After-Hours onsite support is billed at $150 per hour, with a two (2) hour minimum; and
• project work remains outside scope unless separately quoted or expressly included.
Included onsite support under the Standard Plan is limited to locations within sixty (60) miles of Crescent Tek’s office, unless otherwise stated in an applicable Order. Travel outside that radius may be billed at Crescent Tek’s then-current rates, including drive time.
If onsite service requires use of a third-party field technician, subcontractor, or vendor, Crescent Tek may bill Client for such services, travel, pass-through charges, and related coordination time.
Support for devices, systems, users, locations, software, or assets not included within the applicable Covered Devices inventory or Order is outside scope and billable at Crescent Tek’s then-current rates.
Unless expressly stated otherwise in an applicable Order, the following are examples of project or out-of-scope work and are not included in either Diamond Advantage plan:
a. office relocations;
b. server-to-cloud migrations;
c. major system migrations;
d. network cabling;
e. implementation of third-party applications;
f. bulk deployments;
g. installation of five (5) or more computers in a single event;
h. advanced security implementations;
i. special procurement or rollout projects; and
j. any new IT service not expressly included in the Order.
Where included, Crescent Tek may perform an initial technology assessment using its standard procedures. This may include inspection of Client’s workstation or server environment, identification of Covered Devices, review of installed software, consultation regarding user activity or performance, and recommendations regarding the current network or technology environment.
Crescent Tek may provide remote monitoring services for approved and contracted components identified in the applicable Order. Monitoring may include servers, firewalls, switches, workstations, desktops, laptops, and other Covered Devices, depending on the purchased Services.
Client agrees that Crescent Tek may install or configure software, agents, integrations, monitoring tools, and equipment on Client’s systems, firewall, router, or network as reasonably necessary to deliver the Services. Unless otherwise stated, Crescent Tek retains ownership of any monitoring tools, agents, or equipment supplied by Crescent Tek.
Client shall not move, tamper with, disable, disconnect, circumvent, or interfere with Crescent Tek’s monitoring tools, software agents, or equipment. Client shall also advise its employees and contractors of these restrictions.
Crescent Tek’s ability to monitor and support the Environment depends on adequate power, connectivity, remote access, and system operability. Crescent Tek is not responsible for failures, outages, delays, or inability to provide Services caused by internet issues, local network problems, power issues, third-party carrier problems, or Client-side connectivity failures.
Client shall provide Crescent Tek with timely physical and remote access to the Environment, including access credentials, VPN or similar remote access, facilities, documentation, and cooperation reasonably necessary for Crescent Tek to perform the Services.
Client shall designate one or more authorized contacts empowered to approve work, receive notices, coordinate support, and make binding decisions regarding the Services.
Client is solely responsible for ensuring that all software in its Environment is genuine, validly licensed, and authorized for use. Crescent Tek will not knowingly support or install unlicensed software.
Client shall maintain commercially reasonable physical and technical conditions for the Environment, including power, surge protection, HVAC, internet connectivity, security, and manufacturer-recommended operating conditions.
Client agrees not to materially modify, relocate, reconfigure, replace, or allow others to alter the Environment in a manner that affects the Services without notifying Crescent Tek. Crescent Tek is not responsible for issues caused by unauthorized changes or by work performed by third parties.
Crescent Tek may recommend upgrades, replacements, configurations, security protocols, backup practices, or compliance-related safeguards. If Client declines to implement such recommendations, Client assumes responsibility for resulting risks, outages, security incidents, compliance issues, recovery costs, and related damages.
Client understands and agrees that Crescent Tek may use or rely on Third-Party Services to provide some or all of the Services. Crescent Tek is not responsible for the acts, omissions, failures, downtime, security events, or performance of Third-Party Services.
Third-Party Services may be governed by end-user license agreements, service terms, or vendor policies that apply directly between Client and the third-party provider. Client agrees to comply with those terms.
Hardware, software, peripherals, accessories, and licenses purchased through Crescent Tek are generally subject to the manufacturer’s or distributor’s return, warranty, and support policies. Crescent Tek does not provide any independent warranty on Third-Party Services or third-party products unless expressly stated in writing.
If returns are permitted, Client is responsible for any restocking fees, shipping charges, vendor charges, or similar costs associated with returned products.
Crescent Tek may assist Client with procurement of hardware, software, licensing, communications services, and vendor coordination. Unless otherwise stated, procurement assistance does not make Crescent Tek the manufacturer, insurer, guarantor, or warrantor of any third-party product or service.
Client shall pay the fees, charges, recurring service amounts, onboarding charges, pass-through charges, taxes, and other amounts stated in the applicable Order.
Unless otherwise stated in writing, recurring monthly Services are billed in advance and are due on or before the due date reflected on the invoice. Crescent Tek may use ACH, auto-draft, credit card, or other payment methods authorized by Client.
Monthly invoices are due by the 10th day of the month unless otherwise stated in the applicable Order or invoice.
Amounts not paid when due may accrue a finance charge of 1.5% per month or the maximum amount allowed by law, whichever is less.
If Client fails to timely pay undisputed amounts due, Crescent Tek may suspend some or all Services upon written notice, or immediately if permitted under the applicable Order or by law. Suspension does not waive Client’s payment obligations.
If Services are suspended for nonpayment, Crescent Tek may require payment in full, plus any applicable reactivation fee, before restoring Services.
Services outside scope, non-covered devices, special projects, After-Hours onsite services, and other non-included work will be billed at Crescent Tek’s then-current rates unless a different rate is specified in the applicable Order.
Crescent Tek may require deposits for project work, special orders, hardware, software, licenses, or procurement items, including up-front payment in full for third-party products or subscriptions.
Fees do not include applicable sales, use, excise, services, or similar taxes unless expressly stated. Client is responsible for such taxes unless Client provides a valid exemption certificate.
Any purchase order issued by Client is for Client’s internal administrative purposes only. No terms in a purchase order will modify this Agreement or any Order unless Crescent Tek expressly agrees in writing.
This Agreement begins on the earlier of the date Client first accepts an Order or the date Crescent Tek first begins providing Services, and remains in effect until terminated as provided herein.
Unless otherwise stated in a superseding Order, Crescent Tek’s Diamond Advantage Basic and Standard managed service plans are provided on a month-to-month basis.
Either party may terminate this Agreement or an applicable month-to-month managed services Order upon thirty (30) days’ prior written notice to the other party.
If Client enters into a separate Order for additional or different services that includes a longer term or commitment period, that longer-term Order will govern the term of those Services, and the affected Services under this Agreement may co-terminate with that superseding agreement, unless Crescent Tek agrees otherwise in writing.
Either party may terminate this Agreement or an affected Order for cause if the other party materially breaches this Agreement or such Order and fails to cure the breach within thirty (30) days after written notice, except that nonpayment may have a shorter cure period if stated in an applicable Order or invoice.
Crescent Tek may terminate immediately, or upon such shorter notice as Crescent Tek deems reasonable, if Client:
a. engages in abusive, threatening, or unsafe conduct toward Crescent Tek personnel;
b. repeatedly interferes with Crescent Tek’s ability to provide Services;
c. refuses to implement required minimum technical conditions necessary for service delivery;
d. uses the Services in violation of law; or
e. repeatedly causes avoidable system issues through unauthorized changes or unsupported configurations.
Upon termination:
a. Client shall immediately pay all amounts due and owing;
b. Crescent Tek may cease Services;
c. Client shall return or permit Crescent Tek to recover any Crescent Tek-owned equipment, tools, licenses, or software agents; and
d. any licenses or rights to use Crescent Tek-owned tools or software will end.
Offboarding, transition assistance, export of documentation, turnover assistance, password handoff, migration assistance, and related work may constitute a separate billable project and may require a separate Order or prepayment.
Unless otherwise agreed in writing, Crescent Tek has no obligation to store or maintain Client data after termination and may delete or destroy data, credentials, documentation, backup materials, or other information in Crescent Tek’s possession after sixty (60) days following termination.
Each party may receive non-public, confidential, or proprietary information of the other party (“Confidential Information”). Each party shall hold the other party’s Confidential Information in confidence and shall not disclose it to any third party except as permitted by this Agreement or required by law.
Confidential Information does not include information that:
a. becomes publicly available through no wrongful act of the receiving party;
b. was already lawfully known by the receiving party without restriction;
c. is lawfully received from a third party without breach of any duty; or
d. is independently developed without use of the disclosing party’s Confidential Information.
Each party may use the other party’s Confidential Information solely as necessary to perform or receive the Services, enforce rights under this Agreement, or comply with legal obligations.
If disclosure is required by law, subpoena, court order, or similar process, the receiving party may disclose the required information after giving prompt notice where legally permitted.
Upon written request, each party will return or destroy the other party’s Confidential Information in its possession, subject to ordinary archival retention, legal obligations, and backup system limitations.
Any equipment, monitoring tools, appliances, software agents, or service-delivery tools supplied by Crescent Tek and not sold to Client remain the sole property of Crescent Tek.
Client shall not remove, alter, reverse engineer, copy, move, damage, disable, or interfere with Crescent Tek-owned equipment, software, configurations, or service agents.
Upon termination, Client shall promptly return Crescent Tek-owned equipment or provide Crescent Tek reasonable access to retrieve it. If such equipment is not returned or is damaged beyond normal wear and tear, Client shall pay the replacement value.
Configurations, scripts, templates, documentation formats, deployment methods, automation, monitoring rules, and internal service-delivery methods created by Crescent Tek remain Crescent Tek’s proprietary information.
As between Crescent Tek and Client, Client retains ownership of Client’s data.
Unless expressly stated in an applicable Order or SOW, Client is responsible for ensuring appropriate backup, retention, recovery point objectives, recovery procedures, backup verification, and business continuity planning.
Even where backup-related Services are provided, Crescent Tek does not guarantee that any backup will be complete, recoverable, current, error-free, or sufficient for Client’s business needs.
Client is responsible for testing restores and independently confirming that data is recoverable and that backup and retrieval procedures are adequate.
Client acknowledges that no security solution is perfect, no environment is immune from cyber threats, and no provider can guarantee prevention or detection of every virus, malware, ransomware, phishing event, breach, intrusion, or malicious activity.
Client remains responsible for user training, internal policies, credential security, acceptable use enforcement, and prudent technology governance.
Crescent Tek is not liable for losses caused by hackers, phishing, credential theft, ransomware, crypto-lockers, business email compromise, social engineering, unauthorized access, or other criminal acts by third parties.
In the course of providing services under this Agreement, Crescent Tek may access, view, or interact with data residing on or transmitted through Client's systems, networks, and environments, including data that constitutes confidential business information or personally identifiable information (collectively, "Client Data"). Crescent Tek shall access and use Client Data solely to the extent necessary to perform its obligations under this Agreement and any applicable Order, shall not copy, extract, or remove Client Data from Client's environments except as expressly authorized by Client, and shall at all times use commercially reasonable administrative, technical, and physical safeguards appropriate to the nature and sensitivity of the Client Data to which it has access, designed to protect against unauthorized access, disclosure, alteration, or loss arising from the performance of the services. Crescent Tek shall promptly notify Client of any security incident involving unauthorized access to or compromise of Client Data of which it becomes aware, shall cooperate with Client in investigating and remediating any such incident, and upon expiration or termination of this Agreement shall immediately cease all access to Client’s systems and return or securely destroy any Client Data in its possession, including credentials and access keys, and certify such return or destruction in writing.
Unless expressly stated in an applicable Order, the Services are not designed or intended to bring Client into legal, regulatory, industry, insurance, or audit compliance.
Client is solely responsible for determining which laws, regulations, contractual obligations, cybersecurity frameworks, insurance requirements, or compliance standards apply to its business.
If Crescent Tek makes recommendations regarding compliance, privacy, security, data handling, or related safeguards, such recommendations do not constitute legal advice, regulatory advice, or a certification of compliance.
Crescent Tek represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner, using personnel with the skill, training, and experience reasonably necessary for the performance of the Services; (b) the Services will materially conform to any specifications or service descriptions expressly set forth in this Agreement or the applicable Order; and (c) Crescent Tek will comply with applicable laws and regulations in performing the Services.
Crescent Tek's warranties are conditioned on Client's timely performance of its obligations under this Agreement, including providing reasonable access to systems, personnel, information, and facilities as necessary for Crescent Tek to perform the Services. Crescent Tek will not be responsible for any failure to meet a warranty obligation to the extent caused by Client's acts or omissions, third-party products or services not provided by Crescent Tek, or changes made by Client or a third party without Crescent Tek's authorization.
If Client believes Crescent Tek has failed to provide Services in accordance with Section 14.1, Client must provide written notice describing the alleged failure in reasonable detail, within thirty (30) days of the time the Services were performed. Crescent Tek shall, as Client's exclusive remedy and Crescent Tek's sole obligation, use commercially reasonable efforts to re-perform the nonconforming Services, or if Crescent Tek cannot do so, it will provide a reasonable credit or refund for the deficient portion of the Services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CRESCENT TEK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, DELIVERABLES, SOFTWARE, SYSTEMS, OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, AND CRESCENT TEK EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, COURSE OF PERFORMANCE, OR OBLIGATION THAT MIGHT OTHERWISE BE IMPLIED UNDER THE LOUISIANA CIVIL CODE PROVISIONS GOVERNING CONVENTIONAL OBLIGATIONS, MANDATE, OR LEASE OF SERVICES.
CLIENT ACKNOWLEDGES THAT THIS DISCLAIMER HAS BEEN BROUGHT TO ITS ATTENTION, THAT CLIENT HAS READ AND UNDERSTANDS THIS PROVISION, AND THAT CLIENT FREELY AND VOLUNTARILY CONSENTS TO IT.
Crescent Tek does not warrant that the Services will be uninterrupted, error-free, fully secure, or able to resolve every issue, avoid every outage, recover every data set, or or that all defects, vulnerabilities, or security events can or will be prevented, detected, or remediated.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRESCENT TEK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER, SOW, OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO CRESCENT TEK FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The foregoing limitations do not apply to:
a. Client’s breach of its payment obligations;
b. either party’s breach of its indemnification obligations to the extent expressly stated herein; or
c. damages caused by a party’s gross negligence, fraud, or willful misconduct.
Client acknowledges that Crescent Tek has relied on the warranty disclaimers and liability limitations in this Agreement and that such provisions are a material part of the parties’ bargain.
Client shall defend, indemnify, and hold harmless Crescent Tek and its officers, directors, employees, agents, and affiliates from and against third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from:
a. Client’s breach of this Agreement;
b. Client’s misuse of the Services;
c. Client’s violation of law;
d. Client’s use of unlicensed software;
e. claims arising from Client Data, Client content, or Client-provided materials; or
f. Client’s failure to implement required or recommended safeguards after being advised of the related risk.
Subject to the limitations in this Agreement, Crescent Tek shall defend, indemnify, and hold harmless Client from third-party claims to the extent directly caused by Crescent Tek’s gross negligence or willful misconduct in performing the Services.
The indemnified party shall promptly notify the indemnifying party of the claim, cooperate reasonably in the defense, and allow the indemnifying party to control the defense and settlement, provided no settlement admits wrongdoing or imposes non-monetary obligations on the indemnified party without consent.
During the term of this agreement and for a period of twelve (12) months after the expiration or termination of this Agreement, Client agrees not to solicit, recruit, or employ any current employee of Crescent Tek without the prior written consent of Christian Huete. Crescent Tek hereby agrees that it will likewise not solicit, hire, or retain, in any capacity whatsoever any of Client's current employees without written consent from Client.
If this provision is violated, the hiring party shall pay the non-hiring party liquidated damages equal to forty percent (40%) of the affected employee’s first-year base compensation with the hiring party. The parties agree that actual damages would be difficult to determine and that this amount is a reasonable estimate and not a penalty.
Crescent Tek is an independent Contractor and is not employed by Client. Crescent Tek is contracting with Client for the Services described in this Agreement and at all times reserves the right to determine the method, manner, and means by which the Services will be performed. Crescent Tek is not required to perform the Services during a fixed hourly or daily time, shall not be required to devote its full time to the performance of the Services required hereunder, and has full control over the order or sequence in which Services are to be performed. Client acknowledges that Crescent Tek has other clients and offers services to the public.
Before filing arbitration or litigation, the parties shall attempt in good faith to resolve any dispute through informal discussions.
Except for claims by Crescent Tek for nonpayment, injunctive relief, or recovery of Crescent Tek-owned equipment or property, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules.
Arbitration shall take place in Jefferson Parish, Louisiana, unless the parties agree otherwise.
If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs, and expenses.
During the pendency of a dispute, Client shall continue to pay undisputed amounts due and Crescent Tek may continue providing Services unless the Agreement or applicable Services have been validly terminated or suspended.
As a condition precedent to the assertion of any claim by Client arising out of or relating to this Agreement, Client shall provide Crescent Tek with written notice of such claim within one (1) year after the date Client knew or, in the exercise of reasonable diligence, should have known of the facts giving rise to the claim, specifying in reasonable detail the nature of the claim and the relief sought. Failure to provide timely written notice as required by this Section shall constitute a waiver of such claim.
Crescent Tek shall maintain commercially reasonable insurance coverage, including general liability and/or professional liability coverage, in amounts Crescent Tek deems appropriate for its business.
Client is responsible for maintaining insurance appropriate to its business, operations, data, equipment, cyber exposure, and contractual obligations. Client is strongly encouraged to maintain first-party cyber liability insurance, business interruption coverage, and insurance covering on-premises hardware and data-related losses.
If Crescent Tek places Crescent Tek-owned equipment at Client’s premises, Client shall maintain insurance sufficient to cover its replacement value if requested by Crescent Tek.
This Agreement is governed by the laws of the State of Louisiana, without regard to conflict of laws principles.
Any and all legal actions relating to this Agreement hereto shall be litigated in Jefferson Parish, Louisiana.
Notices under this Agreement must be in writing and delivered by hand, certified mail, recognized overnight courier, or email to the addresses set forth in the applicable Order, unless a party later changes its notice address by written notice.
Notices to Crescent Tek shall be sent to:
Crescent Tek Information Services, Inc.
9029 Jefferson Hwy., Suite D #234
River Ridge, LA 70123
Neither party may assign this Agreement without the other party’s prior written consent, except that Crescent Tek may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or similar corporate transaction.
Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, labor disputes, utility failures, carrier outages, internet failures, cyberattacks, acts of war, terrorism, epidemics, governmental actions, or supply chain disruptions.
If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permitted by law.
No waiver of any breach or provision of this Agreement shall be effective unless in writing. No failure or delay in enforcing rights shall constitute a waiver.
This Agreement, together with all applicable Orders, SOWs, exhibits, and service attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals, brochures, understandings, or agreements on that subject matter.
This Agreement and any Order or SOW may be executed in counterparts and by electronic signature, PDF, or similar electronic means, each of which shall be deemed an original and all of which together shall constitute one agreement.
SERVICE ATTACHMENT A
DIAMOND ADVANTAGE MANAGED IT SERVICES
This Service Attachment forms part of the Master Services Agreement between Crescent Tek and Client.
Depending on the selected plan and applicable Order, Diamond Advantage services may include:
The Basic Plan includes unlimited remote Help Desk support during Business Hours for Covered Devices.
Not included in Basic:
• onsite support
• projects
• emergency After-Hours phone support
• emergency After-Hours critical alert monitoring and response
• emergency After-Hours onsite support
Billable Basic items:
• After-Hours phone support: $150/hour, 1-hour minimum
• After-Hours critical alert monitoring and response: $150/hour, 1-hour minimum
• onsite support: $150/hour, 1-hour minimum
• out-of-scope or project work: Crescent Tek’s then-current rates or quoted rates
The Standard Plan includes unlimited remote and onsite support during Business Hours for Covered Devices, together with emergency After-Hours phone support and emergency After-Hours critical alert monitoring and response.
Not included in Standard:
• project work
• emergency After-Hours onsite support
Billable Standard items:
• emergency After-Hours onsite support: $150/hour, 2-hour minimum
• project or out-of-scope work: Crescent Tek’s then-current rates or quoted rates
• travel beyond 60 miles from Crescent Tek’s office, unless otherwise stated
Business Hours are 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding Crescent Tek-observed holidays.
After-Hours support availability may depend on staffing, severity, scope, and on-call personnel availability. Crescent Tek will determine whether a request constitutes routine support, emergency support, or project work.
Only devices, users, systems, or other items expressly identified in the applicable Order, SOW, inventory, or pricing schedule are Covered Devices. Non-covered items are billable.
Projects, migrations, rollouts, major installs, office moves, cabling, and similar work are outside scope unless expressly included in writing.
Crescent Tek Information Services, Inc.
Client
By: _______________________________
By: _______________________________
Name: ____________________________
Name: ____________________________
Title: _____________________________
Title: _____________________________
Date: _____________________________
Date: _____________________________
