Master Services Agreement
This Master Services Agreement (the “Agreement”) governs the provision of cybersecurity, consulting, and managed compliance services by Greypike, Inc., a Virginia corporation (“Greypike”), to the client (“Client”).
This Agreement is read together with the applicable Statement of Work or proposal. Together they form the entire agreement between the parties.
1Purpose and Structure
This Agreement sets forth the general legal terms for all services provided by Greypike to Client (collectively, the “Services”). Specific services, deliverables, and commercial terms will be set forth in one or more statements of work, proposals, or order forms executed by the parties (each, an “SOW”). Each SOW is incorporated into and governed by this Agreement.
2Entire Agreement; Applicability
This Agreement together with applicable SOWs constitutes the entire agreement and supersedes all prior or contemporaneous agreements and communications relating to the Services. Any terms on Client purchase orders or other documents that conflict with this Agreement are rejected unless expressly accepted in writing by Greypike.
3Term; Renewal
This Agreement commences on the Effective Date and continues until terminated as provided herein. Each SOW states its own term and renewal mechanics. Unless otherwise stated in an SOW, managed services renew annually and may be canceled with thirty (30) days’ prior written notice before the renewal date.
4Fees; Taxes; Payment Terms
Client shall pay the fees set forth in the applicable SOW. Invoices are due on receipt unless otherwise agreed to in writing. Late balances accrue finance charges at 1.5% per month (18% annually). Greypike accepts ACH, wire, or check. Payments greater than $5,000 must be made by wire or ACH unless otherwise agreed to in writing. Client is responsible for all applicable sales, use, and similar taxes.
5Change Management / Additional Services
During the Term of this Agreement, Client may request additions or modifications to the Services, including but not limited to the addition or removal of users, devices, software licenses, or managed systems. Any such changes shall be documented via a written Quote, Change Order, or Addendum (collectively, “Change Order”) issued by Greypike and referencing this Master Services Agreement and any applicable Statement(s) of Work. Upon Client’s written or electronic acceptance of the Change Order, the described additions or modifications shall be deemed incorporated into and governed by this Agreement and billed at the rates set forth therein or Greypike’s then-current pricing. Greypike reserves the right to prorate charges for mid-cycle additions and to adjust recurring billing accordingly. No verbal authorizations or informal requests shall modify the scope of Services.
6Client Cooperation
Greypike’s performance depends on timely Client cooperation, including access to systems, personnel, and data. Greypike is not liable for delays or failures caused by Client acts or omissions.
7Licenses and Rights Granted by Greypike
Subject to payment of Fees and compliance with this Agreement, Greypike grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for Client’s internal business purposes during the applicable SOW term.
8Client Content; Rights Granted by Client
“Client Content” means any data, files, materials, or information provided to or processed by Greypike in connection with the Services. Client retains ownership of Client Content and grants Greypike a limited right to access, copy, process, transmit, store, and display Client Content as reasonably necessary to provide the Services. Client represents and warrants that it has all rights and consents needed and that Client Content and its use will comply with law and third-party terms.
9Acceptable Use
Client shall not (and shall not permit others to): use the Services unlawfully; interfere with or disrupt the Services; introduce malicious code; misuse bandwidth or system resources; violate export or sanctions laws; benchmark the Services for publication without prior consent; or combine third-party code with the Services in a manner that imposes obligations on the Services or grants third parties rights to Greypike IP.
10Representations and Warranties; Disclaimers
Greypike warrants that Services shall be performed in a professional and workmanlike manner using personnel with appropriate skill and experience. Except as expressly stated, all Services are provided “AS IS.” Greypike disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
11Limitation of Liability
In no event shall Greypike be liable for indirect, consequential, special, or punitive damages. Greypike’s total liability shall not exceed the total fees paid by Client in the twelve (12) months preceding the claim.
12Indemnification
Each party agrees to indemnify and hold the other harmless against third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement.
13Confidentiality
Each party shall protect the other’s confidential information using the same degree of care as it uses for its own. Confidential information shall not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.
14Data Protection and Security
Greypike will maintain reasonable administrative, physical, and technical safeguards consistent with industry standards to protect Client data. Where applicable, Greypike shall execute a Business Associate Agreement (BAA) for HIPAA-covered entities or a Data Processing Addendum (DPA) for PCI or GDPR alignment.
15Termination
Either party may terminate (a) for material breach not cured within thirty (30) days of written notice, or (b) immediately if the other party becomes insolvent or ceases operations. Upon termination, Client shall pay all fees due through the termination date.
16Force Majeure
Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, acts of terrorism, labor disputes, or power outages.
17Non-Solicitation
During the term of this Agreement and for two (2) years thereafter, Client shall not solicit or hire Greypike employees or contractors, except through general public job postings.
18Assignment
Neither party may assign this Agreement without the other’s written consent, except Greypike may assign to an affiliate or successor in connection with a merger or acquisition.
19Relationship of Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
20Governing Law and Venue
This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law rules. Any disputes shall be resolved in the state or federal courts located in Loudoun County, Virginia.
21Notices
All notices shall be in writing and delivered by certified mail, courier, or email to the addresses specified in the applicable SOW. Notices are effective upon confirmed receipt.
22Severability
If any provision of this Agreement is found unenforceable, the remaining provisions remain in effect.
23Entire Agreement
This Agreement, together with all applicable SOWs and referenced documents, constitutes the entire agreement between the parties.
24Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and signed electronically, each of which shall be deemed an original.
Greypike, Inc. · a Virginia corporation · CAGE 9WVS6 · SAM UEI N6CJNGDARFM5
Questions about these terms: info@greypike.com · (703) 214-9246
