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Master Service Agreement

This Master Services Agreement (“MSA”) governs all services provided by Keystone Business Solutions, LLC (“Keystone”) to any customer (“Customer”).

By engaging Keystone for any services, signing any service agreement, or continuing to use Keystone’s services, Customer agrees to be bound by this MSA. This MSA applies to and supersedes any conflicting terms in individual service agreements unless explicitly stated otherwise in writing.

Scope and Applicability

This MSA applies to all services provided by Keystone, including but not limited to:

  • Managed IT services 
  • Cybersecurity services 
  • Microsoft 365 and cloud services 
  • Data protection and backup services 
  • Consulting, project work, and support services 

Specific services, pricing, and deliverables may be outlined in separate agreements, proposals, or statements of work (“Service Agreements”), which are governed by this MSA.

Term and Relationship

This MSA remains in effect for as long as Customer receives services from Keystone.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.


Customer Responsibilities

Customer agrees to:

  • Provide timely access to systems, users, and environments as needed 
  • Maintain valid licensing for all required software and services 
  • Follow reasonable security and operational recommendations provided by Keystone 
  • Notify Keystone of any changes to systems, infrastructure, or vendors 

Keystone is not responsible for issues resulting from failure to meet these responsibilities.


Third-Party Products and Services

Customer acknowledges that Keystone may recommend, resell, or support third-party products and services.

Keystone:

  • Is not the manufacturer or provider of third-party products 
  • Makes no warranties regarding third-party products or services 
  • Is not responsible for outages, failures, or changes made by third-party vendors 

Customer agrees that use of third-party products is subject to the vendor’s terms and conditions.


Disclaimer of Warranties

Except as expressly stated in writing, Keystone provides services “as is” without warranties of any kind, express or implied.

Keystone does not guarantee:

  • That all issues will be resolved 
  • That systems will be error-free or uninterrupted 
  • Any specific business outcome, uptime, or performance level 


Limitation of Liability

To the fullest extent permitted by law:

Keystone shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to:

  • Loss of profits 
  • Loss of data 
  • Business interruption 

Keystone’s total liability for any claim shall not exceed the total amount paid by Customer to Keystone in the twelve (12) months preceding the claim.


Indemnification

By Customer:
Customer agrees to indemnify and hold Keystone harmless from any claims, damages, or expenses arising from:

  • Customer’s misuse of services 
  • Customer’s breach of any agreement 
  • Customer’s negligence or misconduct 

By Keystone:
Keystone agrees to indemnify Customer from claims arising from:

  • Keystone’s breach of this Agreement 
  • Keystone’s gross negligence or willful misconduct 


Data Security and Risk

Keystone will use commercially reasonable efforts to protect Customer data.

However, Customer acknowledges that:

  • No system is completely secure 
  • Cybersecurity risk cannot be fully eliminated 
  • Keystone is not responsible for breaches caused by: 
    • Third parties 
    • Customer actions or inaction 
    • Failure to follow security recommendations 
    • Systems outside Keystone’s control 


Confidentiality

Each party agrees to protect confidential information disclosed during the relationship.

Confidential information includes:

  • Business operations 
  • Financial data 
  • System configurations 
  • Client and user information 

This obligation survives termination of services.


Payment and Suspension of Services

All services are subject to payment terms outlined in applicable Service Agreements.

Keystone reserves the right to:

  • Suspend services for nonpayment 
  • Withhold deliverables until balances are paid 
  • Terminate services for continued nonpayment 


Termination

Either party may terminate services as outlined in applicable Service Agreements.

Upon termination:

  • All outstanding balances become immediately due 
  • Keystone may cease all services 
  • Transition assistance may be provided at Keystone’s standard rates 


Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including:

  • Natural disasters 
  • Power or internet outages 
  • Government actions 
  • Labor disputes 
  • Cyber incidents outside reasonable control 


Governing Law

This Agreement is governed by the laws of the State of Tennessee.

Any disputes shall be resolved in courts located in Sumner County, Tennessee.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.


Entire Agreement

This MSA, together with any applicable Service Agreements, constitutes the entire agreement between the parties.

This MSA overrides conflicting terms unless explicitly stated otherwise in writing.


Survival

The following provisions survive termination:

  • Limitation of liability 
  • Indemnification 
  • Confidentiality 
  • Data security 
  • Payment obligations 

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