Service Agreement

Last updated June 18, 2026

MASTER SERVICE AGREEMENT

Last Updated on June 18, 2026

This Service Agreement (this “Agreement”) sets forth the terms and conditions pursuant to which MSP Alliance, Inc. (“MSPA”) will deliver business consulting and advisory services, including as applicable software that enhances and enables such services, to the client identified in a Quote (“Client”).

  1. Definitions
    1. “Client Deliverables” means final reports or other deliverables expressly identified in the applicable Quote as being created specifically for Client, excluding MSPA Items, Software, methodologies, assessment criteria, scoring methods, templates, tools, framework mappings, know-how, and generalized or reusable content.
    2. “Including” means “including, without limitation.”
    3. “MSPA Items” means: (i) writings, content, works of authorship, materials, and software (including Software) developed or acquired by MSPA or its suppliers prior to or independently of the Services, (ii) MSPA general information and know-how used by MSPA in the conduct of its business, including technical information, designs, templates, and methodologies, and (iii) any modifications to or derivatives of any of the items in (i) and (ii).
    4. “Quote” means a binding proposal, quote, agreement, statement of work, order, or other binding document that references this Agreement and sets forth the Services, Software, associated fees, and other terms. The Quote is between Client and either MSPA or an authorized MSPA reseller (“Reseller”).
    5. “Services” means the business consulting, advisory, assessment, training, and other services provided to Client under this Agreement, as specified in a Quote.
    6. “Software” means software that is made available to Client on a hosted, SaaS basis that enhances and enables the Services.
    7. “Client Data” means data, content, records, documentation, evidence, and other information submitted, uploaded, transmitted, or otherwise made available by or for Client through the Services or Software.
    8. “Users” means employees of Client who are authorized by Client to access and use the Software.
  3. Services.
    1. Service Agreements & Quotes. MSPA will provide the Services as specified in the Quote. In the event of any conflict between this Agreement and any Quote, service agreement, referral agreement, order form, statement of work, proposal, reseller agreement, or other related document, this Agreement shall control with respect to the Services, Software, confidentiality, intellectual property, warranties, indemnity, limitation of liability, dispute resolution, governing law, and other legal or service terms. Any Quote or related document shall control only with respect to business terms expressly set forth therein, including the specific Services, fees, payment schedule, term, commission terms, referral process, and client-specific ordering details. A departure from this Agreement is effective only if a written amendment expressly identifies the provision being modified and is signed by authorized representatives of both parties.
    2. Cooperation; Client Information and Evidence. Client shall reasonably cooperate with MSPA and timely provide access to personnel, systems, records, documentation, evidence, and information reasonably requested in connection with the Services. Client represents that, to its knowledge, information and evidence it provides will be accurate, complete, current, and not materially misleading. MSPA and its assessors may reasonably rely on information, evidence, and representations supplied by Client and its representatives without independently verifying all such information unless the applicable Quote expressly requires independent verification.
    3. Compliance with Laws. Each party shall comply with all applicable laws in connection with the delivery and use of the Services and Software, including all laws relating to export control and sanctions laws.
    4. Assessments and Certifications. Any assessment, verification, certification, report, score, finding, designation, or other determination provided as part of the Services reflects MSPA’s evaluation based upon the applicable scope, criteria, methodology, evidence, information, and representations available at the time of evaluation. No such determination guarantees that Client is or will remain secure, compliant with any law, regulation, contract, or framework, free from cybersecurity incidents, or protected against loss. Client remains responsible for its systems, controls, compliance obligations, risk decisions, and remediation activities. MSPA may suspend, modify, withhold, or withdraw a report, finding, certification, designation, or authorization to use an MSPA mark if MSPA reasonably determines that material information was inaccurate, incomplete, misleading, or no longer reflects the conditions upon which the determination was based.
    5. Service Providers. MSPA may use affiliates, independent auditors, assessors, accounting firms, contractors, cloud providers, and other service providers in connection with the Services. MSPA will use commercially reasonable practices in selecting service providers directly engaged by MSPA. Independently licensed or regulated professional service providers remain responsible for maintaining the licenses, credentials, registrations, insurance, professional standards, and regulatory obligations applicable to their professional services.
  5. Intellectual Property.
    1. Client Deliverables. MSPA grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use and reproduce final Client Deliverables for Client’s internal business, compliance, risk-management, insurance, financing, and customer-assurance purposes, subject to the confidentiality, certification, and mark-use restrictions in this Agreement. Except for this license, no ownership rights are transferred.
    2. Use of Client Deliverables. Client may disclose final Client Deliverables to its regulators, insurers, auditors, lenders, customers, legal and professional advisers, and other assurance recipients having a legitimate need to know, provided such recipients are subject to confidentiality or other reasonable use restrictions. Client shall not separately commercialize MSPA Items embedded in a Client Deliverable.
    3. MSPA Items. MSPA and its suppliers retain sole ownership of the MSPA Items, including all intellectual property rights in all MSPA Items. No MSPA Item will be deemed a work made for hire. To the extent any MSPA Item for any reason is determined not to be owned by MSPA, Client hereby irrevocably assigns and conveys to MSPA all its copyright and other intellectual property rights in such MSPA Item.
    4. License to MSPA Items (other than Software). MSPA grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use and reproduce MSPA Items embedded in Client Deliverables solely as embedded therein and as reasonably necessary for the purposes permitted by this Agreement. Client may not distribute, extract, separately exploit, sublicense, sell, or commercialize any MSPA Item except as expressly permitted herein.
    5. License to Software. MSPA grants to Client, during the term of the applicable Quote, a non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the Software solely for Client’s internal business purposes. Client shall not, and shall not permit any person to: reverse engineer, disassemble, decompile, or attempt to discover source code; share credentials or permit unauthorized access; scrape or use automated extraction tools; conduct security testing without written authorization; bypass technical restrictions; introduce malicious code; use the Software to build, train, or benchmark a competing offering; resell or sublicense access; use the Software unlawfully; or upload data Client lacks authority to provide. Client is responsible for its Users’ compliance with this Agreement.
    6. Client Data. As between the parties, Client retains ownership of Client Data. Client grants MSPA and its service providers a non-exclusive right to host, access, use, reproduce, transmit, analyze, and otherwise process Client Data as reasonably necessary to provide, secure, support, and improve the Services and Software and to comply with applicable law. Client represents that it has all rights and authorizations necessary to provide Client Data for such processing.
    7. Aggregated and De-identified Data. MSPA may create and use aggregated or de-identified information derived from Client Data to improve its services, methodologies, and products; develop benchmarks; identify industry and control-maturity trends; conduct research; and produce aggregate reports, provided such information does not reasonably identify Client or an individual.
    8. Certification Marks. Subject to Client’s continuing compliance with this Agreement and applicable program and brand guidelines, MSPA grants Client a limited, revocable, non-transferable license to use approved Cyber Verify badges, seals, and marks solely for the certified entity and approved scope while the applicable certification remains valid. Client shall not alter a mark or make misleading claims regarding certification. This license ends automatically upon expiration, suspension, withdrawal, or termination of certification, and Client shall promptly cease use and remove the marks.
  7. Confidentiality.
    1. Confidential Information. Each party and its employees or agents may be exposed to or may acquire information from or on behalf of the other party that either is marked “CONFIDENTIAL” or with a similar marking, or that reasonably should be understood to be proprietary or confidential to the other party (“Confidential Information”). Confidential Information of MSPA specifically includes all MSPA Items disclosed or made available to Client.
    2. Nondisclosure, Nonuse, and Permitted Disclosures. Each party shall use the other party’s Confidential Information solely for performing its obligations and exercising its rights under this Agreement. A receiving party may disclose Confidential Information to its employees, affiliates, contractors, auditors, assessors, professional advisers, insurers, and service providers who have a need to know for purposes related to this Agreement and who are subject to confidentiality obligations at least as protective as those contained herein. The receiving party remains responsible for breaches of this Section by such recipients to the extent within its reasonable control.
    3. Exclusions; Required Disclosures. Confidential Information does not include information the receiving party can demonstrate: (i) is publicly available without fault of the receiving party; (ii) was lawfully in its possession without confidentiality restriction before disclosure; (iii) was independently developed without use of or reference to the disclosing party’s Confidential Information; or (iv) was rightfully obtained from a third party without breach of a confidentiality obligation. If disclosure is required by law, court order, or governmental authority, the receiving party shall, to the extent legally permitted, provide prompt notice and reasonable cooperation so the disclosing party may seek confidential treatment or protective relief. The terms of this Agreement and any Quote may also be disclosed to permitted recipients under the preceding subsection and to actual or prospective lenders, investors, acquirers, and transaction advisers who are subject to appropriate confidentiality obligations.
    4. Feedback. Client grants MSPA a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, commercialize, disclose, and otherwise exploit suggestions, recommendations, enhancement requests, and other feedback concerning the Services or Software, without restriction or obligation to Client, provided MSPA does not identify Client as the source without Client’s consent.
    5. Return or Destruction. Upon request of the disclosing party or termination of the applicable Services, the receiving party shall return or destroy Confidential Information received from the disclosing party, except to the extent retention is required by law, reasonably necessary for the Services or exercise of surviving rights, maintained in routine backup systems, or subject to a legal hold. Retained Confidential Information remains subject to this Agreement.
  9. Fees.
    1. General. Except to the extent otherwise set forth in the Quote, including in the Quote between Client and Reseller, the terms in this Section 5 shall apply.
    2. Fees and Payment Terms. Client shall pay the fees and other amounts set forth in the Quote. All payments shall be: (i) due within the payment timeframe set forth in the applicable invoice or billing system, (ii) made in United States dollars, and (iii) non-refundable.
    3. Taxes. Fees are exclusive of all applicable taxes. Client shall pay all taxes arising out of this Agreement, excluding taxes based on MSPA’s income.
  11. Term and Termination.
    1. Term. The term of this Agreement is set forth in the Quote.
    2. Termination for Cause; Suspension. Either party may terminate this Agreement or an affected Quote upon written notice if the other party materially breaches and does not cure the breach within thirty (30) days after receipt of notice. MSPA may immediately suspend access to Services or Software, to the extent reasonably necessary, if Client’s use creates a material security threat, is unlawful, threatens platform stability or another customer’s information, constitutes material platform abuse, creates material legal or regulatory risk, or if undisputed fees remain unpaid after notice. MSPA will provide notice where practicable and restore access when the grounds for suspension are resolved.
    3. Survival. Provisions concerning intellectual property, confidentiality, accrued payment obligations, restrictions on use, disclaimers, indemnification, limitation of liability, dispute resolution, governing law, and any other provisions that by their nature should survive shall survive expiration or termination.
    4. Effects of Termination. Upon expiration or termination: (i) Client shall pay all accrued and unpaid fees and any non-cancellable amounts required by the applicable Quote; (ii) Client’s access to the Software will cease; (iii) active assessments may be closed, suspended, or completed as stated in the applicable Quote; (iv) Client shall cease use of expired, suspended, or withdrawn certifications and promptly remove related marks; and (v) each party shall return the other party’s property as required by this Agreement. At Client’s written request made before termination or within thirty (30) days thereafter, MSPA will make Client Data available for export in a then-supported format, subject to payment of amounts due. Thereafter MSPA may delete Client Data in accordance with its retention practices, except for legal holds, required retention, and routine backup copies. Client may continue permitted use of completed Client Deliverables, subject to surviving restrictions.
  13. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither party shall knowingly and directly solicit for employment an employee of the other party who was materially involved in the Services or with whom the soliciting party had material contact through the engagement. This restriction does not apply to general advertisements, unsolicited applications, or recruiting not specifically directed at the other party’s employees. A violation may result in irreparable harm for which equitable relief may be appropriate.
  14. Warranties. MSPA warrants that the Services will be performed in a professional and workmanlike manner in accordance with this Agreement. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, MSPA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT ALL SECURITY, CONTROL, OR COMPLIANCE ISSUES WILL BE DETECTED; THAT RECOMMENDATIONS WILL SATISFY A REGULATOR, CUSTOMER, INSURER, OR OTHER THIRD PARTY; OR THAT THIRD-PARTY PRODUCTS OR SERVICES WILL PERFORM AS EXPECTED. MSPA’S COMMUNICATIONS DO NOT CONSTITUTE LEGAL, FINANCIAL, OR ACCOUNTING ADVICE.
  15. Indemnity. Each party shall defend, indemnify, and hold the other party harmless from third-party claims alleging that items, services, or deliverables provided by the indemnifying party infringe a third party’s patent, copyright, trademark, trade secret, or other intellectual-property right, except to the extent a claim results from modification by the indemnified party, combination with items not supplied or approved by the indemnifying party, or use contrary to this Agreement. Client shall also defend, indemnify, and hold MSPA harmless from third-party claims arising from Client Data, customer-supplied materials or instructions, or Client’s unauthorized or unlawful use of the Services or Software. The indemnified party shall provide prompt written notice and reasonable cooperation at the indemnifying party’s expense and shall permit the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or fails to provide a full release to the indemnified party without its written consent, not to be unreasonably withheld.
  16. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR CLAIMS WITHIN A PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY APPLICABLE QUOTE, THE SERVICES, OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO MSPA UNDER THE QUOTE MOST DIRECTLY ASSOCIATED WITH THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, SAVINGS, PRODUCTIVITY, DATA, OR BUSINESS; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.
  17. Informal Dispute Resolution and Arbitration. The parties shall attempt in good faith to resolve any controversy, claim or dispute arising out of or relating to this Agreement ("Dispute") promptly by negotiation between executives or managers who have authority to settle the Dispute and who are at a higher level of management within each of the parties' organizations than the parties' appointed project or account managers. Each party shall provide the other with all information and documentation relied upon by the party to substantiate its position with respect to the Dispute. If a Dispute is not resolved within sixty (60) days after initiation by either party of good faith negotiations, such Dispute shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. The place of arbitration shall be Las Vegas, Nevada. The arbitrator will have no authority to disregard the limitations of liability in Section 10 of this Agreement. The arbitration award will be final and binding on the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to a court for an injunction or other equitable relief to protect its confidential information or intellectual property.
  18. General Terms. (a) No delay, course of dealing, or partial exercise of a right or remedy constitutes a waiver. (b) Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, provided the affected party gives reasonable notice, takes commercially reasonable steps to mitigate, and continues to pay amounts due for Services already performed. If such circumstances materially prevent an affected Service for more than sixty (60) consecutive days, either party may terminate that affected Service on written notice. (c) Neither party may assign this Agreement without prior written consent, except to a successor in connection with a merger, reorganization, or sale of all or substantially all of its business or relevant assets. (d) This Agreement is governed by Nevada law, without regard to conflict-of-law rules. (e) In an action or arbitration to enforce or interpret this Agreement or a related Quote, the prevailing party is entitled to reasonable attorneys’ fees. (f) Invalid provisions shall be replaced by valid provisions that most closely fulfill the parties’ intent, and remaining provisions remain effective. (g) This Agreement and applicable Quotes constitute the entire agreement concerning their subject matter. The order of precedence in Section 2(a) applies. Amendments must be in a writing signed by authorized representatives of both parties. No ambiguity shall be construed for or against either party based on authorship. (h) Quotes may be executed in counterparts and by electronic signature, each deemed an original.
  19. Notices. Notices of breach, termination, indemnification claims, or dispute escalation under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail with return receipt requested, or email with confirmation of transmission to the notice address stated in the applicable Quote or later designated by written notice. Notice is effective upon receipt; provided that email notice received after 5:00 p.m. at the recipient’s location is deemed received on the next business day.
  20. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, employment relationship, agency, fiduciary relationship, or joint venture. Neither party may bind the other or incur obligations on the other’s behalf unless expressly authorized in writing.
  21. Effective Date. This Agreement becomes effective when the applicable Quote or other written ordering document referencing this Agreement is executed by the parties.