Master Service Agreement (MSA)

1. Purpose

This Master Service Agreement (“Agreement”) governs all technology services and products provided by Secured Tech (“Provider”) to the Client (“School District”), including but not limited to Repairs and Accidental Damage Protection (ADP), Buyback, and White Glove Services.

Individual Addenda, formal quotes, or Statements of Work may be executed from time to time to define the specific scope, coverage period, pricing, and service expectations for each program. All Addenda, formal quotes, and SOWs are subject to the terms of this MSA.

2. Relationship Between the Parties

The relationship between Secured Tech and the Client is that of service provider and customer.

Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, or partnership.

3. Term and Renewal

This Agreement will remain in effect for three (3) years from the Effective Date unless terminated as provided herein. It will automatically renew for one-year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the current term’s end.

4. Service Addenda

This Agreement may include one or more Addenda that define the specific scope and conditions for each service.

Current Addenda include:

• Addendum A: Repairs and Accidental Damage Protection (ADP)
  
• Addendum B: Buyback
  
• Addendum C: White Glove Services
  

Each Addendum shall be incorporated into this Agreement.

5. General Responsibilities

a. Secured Tech Responsibilities

Secured Tech will:

1. Deliver services in a professional, timely, and workmanlike manner consistent with industry standards.
   
2. Maintain appropriate facilities, trained personnel, and processes to support Client’s devices and programs.
   
3. Communicate any known delays, material shortages, or fulfillment issues to the Client promptly.
   

b. Client Responsibilities

Client will:

1. Maintain and provide accurate device records as required for relevant services. This includes but is not limited to device serial numbers and replacement values for Accidental Damage Protection.
   
2. Provide access to devices, systems, or accounts as reasonably necessary to perform services.
   
3. Remove devices from MDM, ASM, Google Admin, or BIOS locks as requested within five (5) business days for any Beyond Economical Repair or Buyback transactions.
   
4. Comply with all requirements and reporting obligations defined in individual Addenda (e.g., monthly usage for ADP Parts Only Program).
5. Provide a minimum of 10 business days notice when scheduling any onsite service that requires overnight stay for Secured Tech employees.

6. Payment Terms

1. Payment is due within 30 days of invoice date unless otherwise stated in an Addendum or when confirmed in writing from Secured Tech.
   
2. Late payments are subject to a 1% monthly finance charge.
   
3. Client is responsible for all applicable taxes, fees, or shipping unless exempt by law or Addendum.
   
4. Prices for accessories, parts, and services may vary throughout the term and will be reflected on current pricing sheets and quotes. Such documents will be accurate as of the date published but may fluctuate depending on market conditions.

    

7. Risk of Loss

Risk of loss passes to Secured Tech upon receipt of devices at its facility and returns to the Client upon delivery to the Client or its carrier.

Secured Tech is not responsible for loss or damage in transit unless shipping was arranged and paid for by Secured Tech and all devices are packed using proper packaging materials, supplied or otherwise, and reasonable care.

8. Ownership of Devices

Devices sold to Secured Tech become Secured Tech property upon pickup, regardless of payment status. The Client must ensure all such devices are released from management systems before pickup. Failure to do so may result in reduced payment as detailed in the Addendum.

Any device deemed Beyond Economical Repair (BER) and reimbursed or replaced under an Addendum becomes the sole property of Secured Tech. The Client agrees to remove the device from all management systems before reimbursement or replacement.

9. Termination/Early Termination

Either party may terminate this Agreement:

• For convenience with sixty (60) days’ written notice; or
  
• Immediately upon a material breach if such breach is not cured within thirty (30) days of written notice.

If Client terminates a multi-year service early, Secured Tech may assess a reasonable early termination fee. Client acknowledges that, for certain third-party software or services, Secured Tech’s ability to modify, cancel, or reduce associated costs may be subject to the applicable third-party provider’s terms and policies. Accordingly, any early termination fees may include amounts that Secured Tech is obligated to pay or is unable to recover from such third-party providers as a result of Client’s early termination.

For certain services that include upfront delivery of products, equipment, or bundled service components (including, for example, protective cases, repair program coverage, or similar offerings) with fees invoiced over time, Client acknowledges that pricing is based on recovery of those upfront costs over the full term of the applicable service. If Client elects to terminate such services early, Secured Tech may, in a commercially reasonable and transparent manner, invoice for any remaining unrecovered portion of such upfront costs, along with any services already provided but not yet invoiced. 

10. Confidentiality and Data Security

Both parties agree to maintain the confidentiality of all non-public information, including student or employee data, and to comply with FERPA and other applicable privacy laws.

FERPA & Student Data Protection

To the extent Secured Tech may have access to student education records or personally identifiable information (“Student Data”) as defined under the Family Educational Rights and Privacy Act (“FERPA”), Secured Tech shall be considered a school official with a legitimate educational interest for purposes of performing services under this Agreement.

Secured Tech agrees to:

• Access Student Data solely for the purpose of performing contracted services at the direction of the School or District;
• Not use, disclose, or retain Student Data for any purpose other than fulfilling its obligations under this Agreement;
• Implement reasonable administrative, technical, and physical safeguards to protect Student Data from unauthorized access or disclosure;
• Ensure Student Data is not redisclosed to any third party except as permitted by the School or District or required by law.

Secured Tech shall promptly notify the School or District of any known or suspected unauthorized access to Student Data and cooperate in good faith with any required response or remediation efforts.

Secured Tech shall not sell, share, or disclose any personally identifiable information and shall implement reasonable technical and administrative safeguards to protect such data.

11. Ownership of Intellectual Property 

This Agreement does not, and shall not be construed to grant to Client any ownership right, title, or interest in any intellectual property rights embodied in or associated with the products and services provided by Secured Tech hereunder.  All intellectual property rights, title, and interest in the methodology, technology, and know-how that Secured Tech uses to provide products and services, whether or not specifically recognized or perfected under applicable law, are and shall remain the sole and exclusive property of Secured Tech and its licensors, as applicable.

12. Non-Solicitation of Secured Tech Employees

During the Term and for one year after, Client shall not directly or indirectly employ or offer employment to (or utilize as an independent contractor) any of Secured Tech’s current or former employees or consultants who performed services under this Agreement without the prior written approval of Secured Tech.

13. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.  Secured Tech may assign this Agreement to an affiliate or division so long as Secured Tech exercises management control over or owns a controlling interest in or is under common control with such affiliate or division.  

14. Attorneys’ Fees

If any legal action, including, without limitation, an action for injunctive relief, is brought relating to this Agreement, the prevailing party in any final judgement shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration costs/fees and reasonable attorney fees paid or incurred.

15. Insurance and Disclaimer

Secured Tech is not an insurance company and does not sell or offer insurance products.

Programs such as Repairs, Accidental Damage Protection (ADP), Opt In ADP,  ADP Parts Only Program and White Glove are service programs administered by Secured Tech.

Any insurance coverage Secured Tech may obtain to support fulfillment of these programs is for Secured Tech’s internal use and does not create any right or relationship between the Client and any third-party insurer.

16. Limitation of Liability

Except for gross negligence or willful misconduct, Secured Tech’s total cumulative liability for any claim arising from or related to this Agreement shall not exceed the total amount paid by the Client for the specific service giving rise to the claim.

In no event shall Secured Tech be liable for consequential, incidental, indirect, or punitive damages.

17. Force Majeure

Neither party shall be liable for delays or nonperformance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, or supply chain disruptions.

18. Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

Any dispute shall first be addressed through good-faith negotiation. If unresolved, disputes will be submitted to mediation prior to litigation in a court of competent jurisdiction in Indiana.

19. Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party (the “Indemnified Party”), its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Any breach of this Agreement by the Indemnifying Party.
• Any negligent or willful misconduct of the Indemnifying Party in connection with its performance under this Agreement.
• Any claim that the Indemnifying Party’s services or products infringe upon the intellectual property rights of a third party.

The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought. The Indemnifying Party shall have sole control over the defense and settlement of any such claim, provided that the Indemnifying Party shall not settle any claim that imposes any obligation or liability on the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any such claim.

20. Entire Agreement

This MSA, together with all current and future Addenda, represents the entire agreement between Secured Tech and the Client and supersedes all prior written or verbal agreements related to its subject matter.

21. Third-Party Products and Services

Secured Tech may resell, sublicense, or otherwise provide Customer with access to, or utilize, third-party software, products, services, platforms, or service providers (collectively, “Third-Party Services”). Such Third-Party Services may be identified in statements of work, order forms, or other documentation under this Agreement.

Customer acknowledges and agrees that Third-Party Services are subject to the applicable terms, conditions, and requirements of the third-party provider (“Third-Party Terms”), which may be provided in writing, electronically, or via click-through or online acceptance. Customer’s access to and use of Third-Party Services is conditioned upon its acceptance of and compliance with all applicable Third-Party Terms.

To the extent applicable, Customer agrees that such Third-Party Terms are hereby incorporated into this Agreement by reference solely with respect to the relevant Third-Party Services. In the event of a conflict between this Agreement and any Third-Party Terms, the Third-Party Terms shall govern solely with respect to the applicable Third-Party Services, and this Agreement shall otherwise remain in full force and effect.

Secured Tech does not own or control Third-Party Services and does not make any representations or warranties regarding such Third-Party Services. To the maximum extent permitted by law, Secured Tech disclaims all warranties, liabilities, and obligations with respect to Third-Party Services, including any warranties of merchantability, fitness for a particular purpose, non-infringement, availability, or performance, except to the extent expressly set forth in this Agreement. Customer agrees that Secured Tech shall not be responsible for the performance, availability, acts, omissions, or failure of any Third-Party Services unless expressly agreed in writing.