LTS Master Services Agreement

Master Services Agreement: This Services Agreement (this “Agreement”), dated as of September 1, 2025 by Logical Technology Solutions Group, LLC dba LTS Group, a Georgia LLC (“Service Provider”) with offices located at 3459 Acworth Due Wesst Rd Suite 113, Acworth, Georgia 30101 and governs business engagements of customers and client’s (“Client”). Therefore, in consideration of the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:

Term of Agreement: The initial term of this Agreement shall be for one (1) year (the “Initial Term”) commencing on the Effective Date. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either party provides the other with written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.
Notwithstanding the Initial Term of this Agreement, the term for any third-party sub-processor (including but not limited to Microsoft 365, Datto, and SentinelOne, etc) shall be co-terminous with the Master Agreement. If a third-party vendor requires a commitment period that extends beyond the Master Agreement’s termination date, Client remains responsible for all fees associated with such processing until the end of the vendor’s committed term. Service Provider reserves the right to select, change, or substitute any third-party service providers (Sub-processors) used to deliver the Services at its sole discretion.
Service Provider will be the exclusive provider of the services during the term of this Agreement. Client will endorse Service Provider as the Client's primary provider of information technology services.
Client agrees that no other IT Consultant, Technician, or other IT vendors should gain access to the network environment to provide services without prior notification to Service Provider via email describing what is needed and what changes need to be made. If other, vendors gain access to the environment without notification this agreement will be considered breached by terms.
Provided Services. Service Provider shall provide support for devices and systems specified. Client agrees that all Devices shall be covered under warranty or an active vendor support contract. Client warrants that all software is genuine, currently licensed, and vendor supported. Should any hardware, software, and/or system fail to meet the foregoing provisions, such hardware, software, and/or system shall be excluded from further service unless Client remedies the issue. Client agrees to pay any third-party vendor support charges required to resolve any issues.
Service Fee will be calculated as defined under the provisions of approved quotations and will become due and payable as defined under the provisions of the Appendix. It is understood and agreed that all Services requested by Client that are not expressly included within the terms of this Agreement will be considered Additional Projects, and will be billed as separate, individual Services from those contemplated herein.
Payment Terms: Payments are due net 30 days from invoice. Interest on an unpaid account balance will accrue at a monthly rate of 5%. As long as Client makes payment in full on or before the day it is due, no interest will be charged to Client’s account. Services may be suspended if payment is not received five (5) days after the date that it was due. Payments more than 60 days overdue will render the entire term amount due in full immediately and will cause interest to accrue on the entire remaining balance and will authorize Service Provider to pursue legal course for recovering the balance. All future services not paid on or before their due date will also be charged interest. Service Provider will charge Client a service charge for checks that are returned by Client’s bank for insufficient funds. Client agrees to pay said charge in addition to any other charges or fees that Service Provider may be entitled to.
Price Adjustments: The Service Provider reserves the right to review and adjust the fees and charges set forth in this Agreement in response to demonstrable increases in the Service Provider costs to deliver the services. The Service Provider shall provide the Client with no less than ninety (30) days' written notice prior to the effective date of any price adjustment. This notice will be accompanied by reasonable documentation, specifying the components of the increase and the calculation used to arrive at the new fees. Documented increases in the average market rates for relevant technical and support staff, as referenced by commonly accepted industry or government indices (e.g., the Bureau of Labor Statistics' Employment Cost Index for related technical occupations). Increases in the cost of necessary third-party software licenses, computing resources, and essential vendor fees required for the provision of the services. Costs incurred by the Service Provider to comply with new or modified laws, regulations, or governmental requirements that materially affect the delivery of the services. Changes in the general cost of living, as measured by a nationally recognized economic indicator (e.g., the Consumer Price Index (CPI) for All Urban Consumers, U.S. City Average, or a mutually agreed-upon equivalent).
Client Responsibility for Payment. Client or the person approving on behalf of Client, personally guarantee’s payment of all fees and costs incurred by Service Provider.
Taxes. It is understood and agreed that all Federal, State and Local Taxes applicable, except for payroll taxes, shall be added to each invoice for services and materials provided. Client shall pay any taxes due.

Suitability of Existing Environment. Minimum Standards Required for Services. In order for Client’s existing environment to qualify for Service Provider’s Managed Services, the existing environment must meet the minimum standards of Service Provider, and Service Provider will notify Client of any deficiencies in this environment within two (2) business days of discovering the deficiencies. Certain minimum standards in Client’s environment include but are not necessarily limited to, all servers, desktops, notebooks/laptops, and email software must be genuine, licensed and vendor-supported with all appropriate service packs and critical updates, must be protected by a currently licensed, up-to-date and Vendor Supported Server-based Antivirus Solution. Furthermore, Service Provider requires that all wireless data must be securely encrypted, all servers, desktops, and notebooks/laptops must always be accessible via a high-speed internet connection with sustainable upload and download speeds, and Client must have a public static IP address assigned to a network device, allowing remote access to Service Provider. Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.

Loss of Data & System Downtime. Client understands and agrees that the Services, including installation or repair of components to any system, may cause data or software programs in your environment to be damaged, destroyed or lost, whether it is a direct result or indirect result of any work performed on any systems within the environment during or after the Services are completed. Client also understands and agrees that Service Provider is responsible for backing up all data and software programs in any system before any work is set to commence and that Service Provider IS NOT RESPONSIBLE FOR LOSS OF OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK arising out of the services or support or any act or omission, including negligence, by a third-party service provider.

Authorization to Maintain & Access Customer Devices. Client acknowledges that Service Provider will access when necessary, connect to and manage Supported Devices via remote technologies (except where prohibited by law). In connection with these Services, Service Provider may perform remote management activities without first contacting Client. These activities include, but are not limited to: Updating or changing software drivers; Installing and applying software patches; Rebooting devices within maintenance windows; Deleting temporary files & clearing caches; Starting or restarting application services; Staging and executing scripts for automated maintenance routines; Network performance tuning; Transfer data associated with routine system tuning and upkeep between systems within a Client’s network; and Identify, collect, and report on detailed data for devices on a network. Notwithstanding the above, Client is responsible for notifying Service Provider of a restriction of remote access, connections or management activities related to any Supported Device. Restrictions may be limited to pre-defined permission profiles.

Travel and Expenses. In the event that a Client’s issue cannot be adequately remediated via remote means and an on-site visit is required, the following travel policies and charges will apply: A Trip Charge will be incurred for all service calls to Client’s location that exceeds 60 miles round-trip from the nearest Service Provider’s office. Each mile in excess of the 60-mile round-trip radius will be charged at the IRS-approved rate at the time of service. Additionally, all travel expenses will be reimbursed and included in an invoice to the Client.

Client Responsibilities:

Maintenance of Monitoring Service: Client must allow Service Provider to perform maintenance of its own monitoring service technologies during which time monitoring of Client’s environment will be disabled. Commercially reasonable effort will be made to notify Client of any scheduled maintenance of the service.
Client agrees to refresh/replace environment based on best practices of the IT industry and that Service Provider will handle all purchasing for Client offices to verify authenticity of equipment and warranty of coverage.
Service Provider will provide multiple standard means for users of client to request services and it is the discretion of the client to place process for the approved use of these requests. Client will be notified of service requests via email and may make reporting requests of service utilization during the term.
Authority to Grant Access: Client is required to identify at least one technical contact that has supported devices administration responsibilities and is available to provide appropriate supported devices access privileges as a resource to Service Provider prior and throughout the performance of this Service.
Client agrees to cooperate with and follow instructions given by the telephone and on-site technicians. Clients are required to have current software patches for all software installed on all computer systems under management. Additional costs may apply to update patches. Patches must be current prior to commencing services.
Supported Devices - Service Eligibility: Client must maintain supported devices eligibility by ensuring that replacement parts, patches, software updates or subsequent releases are installed as directed by Service Provider.
On-Site Obligations: Where Services require on-site performance, Client must provide free, safe, and sufficient access to Client’s facilities, including parking, ample working space, electricity, Internet access, and a local telephone line. Client must also provide a monitor or display, a mouse (or pointing device), and keyboard (at NO cost to Service Provider), if such items are not already available with the Supported Devices.
Unauthorized software: Service Provider will not support and is not responsible for any unlicensed, unauthorized or pirated software or hardware, nor the effects of using this software.
The Client acknowledges and agrees that it is solely responsible for identifying, understanding, and complying with all applicable laws, statutes, ordinances, rules, regulations, industry standards, and judicial or administrative decrees (collectively, "Applicable Laws") related to its business, its operations, and its use of the services and any deliverables provided by the Service Provider. These include, but not limited to, laws governing data privacy, personal information protection (e.g., GDPR, CCPA, HIPAA, etc., if applicable), and intellectual property rights.
The Client must timely and explicitly notify the Service Provider in writing of any specific legal, regulatory, or contractual compliance requirements that materially affect the manner in which the Service Provider must perform the services.
The Client shall indemnify, defend, and hold harmless the Service Provider from and against any and all claims, liabilities, costs, damages, and expenses (including reasonable attorneys' fees) arising out of or related to the Client's failure to comply with any Applicable Laws.

During the term of this Agreement and for ten years thereafter, neither party shall attempt to do business with, or otherwise solicit any business contacts found or otherwise referred for the purpose of circumventing, the result of which shall be to prevent either party from realizing or recognizing a profit, fees or otherwise, without the specific written approval. If such circumvention shall occur, Servie Provider shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
All Proprietary Information shall be protected and safeguarded if it is (a) marked confidential or Proprietary Information at the time of disclosure. Notwithstanding the failure of either party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary is also deemed Proprietary Information. Without limitation, information concerning or related to the business, including financial and accounting information, budgets, projections, forecasts, business plans, operating methods, business strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings, concepts, research and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of authorship, know-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, and supplier lists. All of which, to the extent previously, presently, or subsequently disclosed, is hereinafter referred to as "Proprietary Information".
Independent Contractor. The parties to this agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Commercially Reasonable Limits to Scope of Service. Service Provider may determine that a support issue is beyond the scope of this Service, in which case Service Provider may refer Client to an alternative resource or, at Client’s discretion, to a third-party for resolution. In such case, additional costs may apply.

Insurance and Limitation of Liability: Service Prvider shall, at its own cost and expense, maintain in force for the duration of this Agreement the following insurance coverages with carrier(s): Commercial General Liability with limits of $1,000,000, Products and Completed Operations limit of $1,000,000, Professional Liability (Errors & Omissions) of $1,000,000. To the maximum extent permitted by law, the total aggregate liability of LTS Group to the Client for any and all claims, losses, costs, or damages whatsoever arising out of or in any way related to this Agreement from any cause or causes shall not exceed the applicable insurance limits set forth. Upon written request, LTS Group shall provide the Client with a Certificate of Insurance (COI) evidencing the coverages described herein.
Disclaimer of Warranties. Service Provider makes no warranties of any kind, whether express or implied, including but not limited to, any implied warranties of merchantability and fitness for a particular purpose. Service Provider makes no representation, warranty or covenant concerning the capabilities or performance of any personnel or service that Service Provider might provide to the Client in connection with delivery or implementation of the Managed Services Agreement. Hardware and software may be subject to a manufacturer’s warranty.

Force Majeure: Neither Party shall be liable to the other for any delay or failure to perform any obligation hereunder (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such Party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
This Agreement may be terminated by the Service Provider without notice under any of the following conditions: (1) Client has not met its material responsibilities identified in this Agreement, (2) Client has been declared insolvent or bankrupt or a trustee in bankruptcy or a receiver or similar entity is appointed on Client’s behalf, and (3) the Client does not pay Service Provider within the terms outlined and/or otherwise materially breaches this Agreement.
Early Termination by Client: If Client terminates this Agreement prior to the end of the Initial Term or any Renewal Term, Client shall pay to Service Provider, as liquidated damages and not as a penalty, an amount equal to 100% of the remaining monthly service fees due through the end of the then-current term. Client acknowledges that this fee is a reasonable estimate of the actual damages Service Provider will suffer, including non-cancelable third-party vendor commitments (e.g., Pax8, Kaseya, AppRiver).
Upon termination, all invoices due or will be due within the Term or Renewal Term shall become accelerated and automatically due and payable. Customer agrees to pay Service Providers cost and expenses of collecting any amounts due under this Agreement, including the maximum attorney’s fees permitted by law. All hardware and/or software installed by Service Provider or its subcontractors shall be delivered by its sole discretion.
This Agreement shall be governed by the laws of the State of Georgia and venue for any lawsuit regarding the terms of this Agreement shall be in the Court for the County of Cobb County Georgia.

It is agreed between the parties hereto that there are no other agreements or understandings between them relating to the subject matter of this Agreement. This Agreement contain the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements and understandings with respect thereto. This Agreement may only be amended by a written document duly executed by all parties.

No waiver of any term, provision or condition of this Agreement, the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such term, provision or condition of this Agreement.

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.