Master Services Agreement

Effective Date: January 1, 2026

This Master Services Agreement, referred to as the “MSA,” is entered into between Burbank IT, a California-based managed technology service provider operating the website manageditservicesburbank.com, referred to as “Burbank IT” or “Provider,” and the business or organization identified as the client in an applicable quotation, proposal, service order, statement of work, estimate, order form, or similar document, referred to as the “Client.”

This MSA, together with every applicable Order, Service Attachment, approved change order, data processing addendum, business associate agreement, and other document expressly incorporated into an Order, forms the complete agreement between Burbank IT and Client, collectively referred to as the “Agreement.”

Client accepts this Agreement by signing or electronically accepting an Order, authorizing Burbank IT to begin Services, paying an invoice referencing this MSA, or using Services after receiving a copy of or access to this MSA.

1. Agreement Structure

1.1 Orders

The specific Services, locations, users, devices, pricing, service levels, project requirements, and other applicable terms will be described in one or more Orders.

An “Order” includes any quotation, proposal, service order, statement of work, estimate, order form, renewal document, or change order issued by Burbank IT and accepted by Client.

1.2 Order of Precedence

If provisions within the Agreement conflict, they will control in the following order:

1. A Business Associate Agreement or Data Processing Addendum, but only regarding privacy or regulated data
2. An accepted Order
3. An applicable Service Attachment
4. This MSA

An Order will modify this MSA only when the Order expressly identifies the provision being modified.

1.3 No Obligation Without an Order

This MSA establishes the legal terms governing the relationship but does not require Burbank IT to perform any particular Service until an Order has been accepted.

2. Services

2.1 Scope of Services

Burbank IT will provide the Services described in each applicable Order. Services may include:

• Managed IT services
• Remote and onsite technical support
• Helpdesk services
• Network monitoring and management
• Endpoint management
• Cybersecurity services
• Cloud services
• Microsoft 365 administration
• Backup and disaster recovery services
• IT consulting
• Technology planning
• Hardware and software procurement
• Business phone and VoIP services
• Compliance-related technology assistance
• Project services
• Vendor coordination
• Artificial intelligence consulting or implementation

Only Services expressly identified in an Order are included in the applicable recurring fee or project price.

2.2 Out-of-Scope Services

Work not expressly included in an Order is considered out-of-scope work. Unless Burbank IT and Client agree to a separate project price, out-of-scope work will be billed at $150 per hour, with a one-hour minimum.

Out-of-scope work may include:

• Major migrations or upgrades
• New office installations
• Office relocations
• Cabling
• Recovery following a cyberattack
• Forensic investigation
• Extensive data restoration
• Remediation of unsupported systems
• Work caused by unauthorized changes
• Work involving equipment not covered by an Order
• Regulatory audits or formal compliance certifications
• Custom development
• Offboarding or transition projects
• Services requested outside normal business hours

Burbank IT may require written authorization before beginning out-of-scope work.

2.3 Changes to Services

Either party may request a change to the Services. No requested change will become binding until it is documented in an accepted Order, change order, email authorization, or other written approval.

Burbank IT may make nonmaterial operational changes that do not substantially reduce the Services, including replacing tools, software, vendors, or technical processes with reasonably equivalent alternatives.

2.4 Refusal of Services

Burbank IT may decline any request that:

• Violates applicable law
• Creates an unreasonable cybersecurity risk
• Is outside Burbank IT’s technical capabilities
• Requires access that Client is not authorized to provide
• Conflicts with a third-party license
• Could damage Client systems or third-party systems
• Is inconsistent with generally accepted technology practices

3. Service Delivery

3.1 Service Hours

Normal service hours are the business hours communicated by Burbank IT through an applicable Order, support portal, invoice, or client onboarding documentation.

Services requested outside normal business hours may be billed at one and one-half times the standard hourly rate. Services requested on recognized holidays may be billed at two times the standard hourly rate.

3.2 Response Times

Any response or resolution times stated in an Order are service targets rather than guarantees unless the Order expressly identifies a financial service-level remedy.

Response time means the time between receipt of a properly submitted request and Burbank IT’s initial response. It does not mean that the request will be fully resolved within that period.

Resolution time may depend on:

• Client responsiveness
• Hardware availability
• Software vendor support
• Internet or utility availability
• Third-party service providers
• The nature and complexity of the issue
• Whether the affected system is supported
• Whether replacement equipment or licensing is required

3.3 Remote and Onsite Services

Burbank IT may determine whether Services should be performed remotely or onsite unless an Order states otherwise.

Client authorizes Burbank IT to remotely access covered systems when reasonably necessary to provide Services. Burbank IT is not required to obtain separate permission each time remote access is initiated.

3.4 Authorized Contacts

Client will identify individuals authorized to:

• Submit support requests
• Approve purchases
• Request account changes
• Authorize access
• Approve projects
• Add or remove users
• Make security decisions
• Receive confidential information

Burbank IT may rely on instructions from an authorized contact until Client provides written notice removing or changing that person’s authority.

4. Fees and Payment

4.1 Service Fees

Client will pay the fees stated in each Order.

Recurring managed service fees are invoiced in advance unless the applicable Order states otherwise. Project fees, hourly fees, hardware, software, licensing, expenses, and third-party charges may be invoiced in advance, as incurred, or upon completion.

4.2 Payment Deadline

Invoices are due by the payment date stated on the invoice. When an invoice does not state a separate payment date, payment is due within fifteen calendar days after the invoice date.

Client authorizes Burbank IT to use any approved payment method maintained on file for recurring charges and other amounts authorized under an Order.

4.3 Nonrefundable Fees

Monthly service fees, onboarding fees, licensing fees, prepaid support fees, third-party subscriptions, and completed project fees are nonrefundable except where the Agreement expressly states otherwise.

4.4 Late Payments

Past-due amounts may accrue a late charge equal to the lesser of:

• One and one-half percent per month
• The maximum amount permitted by applicable law

Client is responsible for reasonable collection expenses, including collection agency fees, court costs, and reasonable attorneys’ fees, to the extent permitted by law.

4.5 Invoice Disputes

Client must notify Burbank IT in writing of any invoice dispute before the invoice is due. The notice must identify the disputed charge and explain the basis for the dispute.

Client must timely pay all undisputed amounts.

The parties will work in good faith to resolve disputed amounts. If Burbank IT determines that Client was incorrectly charged, Burbank IT may issue a credit or refund.

4.6 Taxes

Fees do not include applicable sales, use, excise, telecommunications, regulatory, or similar taxes unless expressly stated. Client is responsible for taxes imposed on the Services, excluding taxes based on Burbank IT’s net income.

4.7 Expenses

Client will reimburse reasonable expenses incurred at Client’s request or reasonably necessary to perform onsite or project Services. Expenses may include travel, parking, shipping, lodging, meals, permits, and third-party service charges.

Burbank IT will obtain approval before incurring any unusual or material expense not reasonably anticipated by an Order.

4.8 Client Delays

Client delays do not postpone recurring fees or committed project fees when Burbank IT is ready and able to perform but cannot proceed because Client has not provided access, information, authorization, equipment, personnel, or other required assistance.

4.9 Pricing Adjustments

Burbank IT may adjust fees to reflect:

• Changes in the number of users, devices, locations, or systems
• Increased usage
• Additional Services
• Third-party price increases
• Licensing changes
• Taxes or regulatory charges
• Material changes to Client’s technology environment

Burbank IT will provide at least thirty days’ notice before increasing recurring service fees by more than ten percent within a twelve-month period, excluding increases caused by usage, additional Services, taxes, licensing, or third-party vendor changes.

If Client rejects a discretionary increase exceeding ten percent, Client may terminate the affected Order before the increase becomes effective by providing written notice within thirty days after receiving the increase notice.

5. Term and Termination

5.1 MSA Term

This MSA becomes effective on January 1, 2026, and remains effective until every Order has expired or been terminated and all outstanding obligations have been completed.

Termination of this MSA does not automatically terminate an active Order.

5.2 Order Term

Unless an Order expressly establishes a different term, managed service Orders continue on a month-to-month basis.

5.3 Termination Without Cause

Unless an Order expressly provides a different termination period, either party may terminate an ongoing managed service Order without cause by providing at least ninety days’ advance written notice.

Client remains responsible for all recurring fees, licensing charges, committed expenses, and other amounts due during the entire ninety-day notice period, regardless of whether Client requests reduced use of the Services.

5.4 Front-Loaded Work and Committed Costs

Burbank IT may perform significant implementation, onboarding, documentation, configuration, procurement, security deployment, or remediation work near the beginning of an engagement.

Termination does not relieve Client of responsibility for:

• Unpaid onboarding fees
• Completed project work
• Unamortized implementation costs identified in an Order
• Noncancelable licensing commitments
• Hardware orders
• Third-party subscription commitments
• Work performed before the termination date
• Fees due during the notice period

5.5 Termination for Cause

Either party may terminate an Order for a material breach that remains uncured:

• Ten days after written notice for nonpayment
• Thirty days after written notice for any other material breach reasonably capable of being cured

Burbank IT may terminate or suspend Services immediately when Client:

• Uses the Services unlawfully
• Creates a material security threat
• Interferes with Burbank IT’s tools or systems
• Provides unauthorized access
• Engages in abusive or threatening conduct
• Becomes insolvent or ceases operations
• Repeatedly refuses to implement measures necessary for Burbank IT to safely provide the Services

5.6 Effect of Termination

Upon termination:

• Client must pay all outstanding amounts
• Client’s right to use Provider-owned software and equipment ends
• Each party must return the other party’s property
• Burbank IT may disable management tools and administrative access
• Client becomes responsible for obtaining replacement licensing and support
• Burbank IT will provide reasonable transition assistance as a billable service
• Provisions intended to survive termination will remain effective

5.7 Offboarding

Offboarding, migration, data export, documentation transfer, credential transfer, tool removal, vendor coordination, and cooperation with a replacement provider are not included in recurring Services unless an Order states otherwise.

Offboarding work will be billed at $150 per hour or at a separately approved project price.

Burbank IT may require payment of all past-due amounts and an estimated offboarding deposit before beginning transition work.

6. Suspension of Services

Burbank IT may suspend some or all Services when:

• An invoice remains unpaid after notice
• Client’s systems create a security threat
• Client violates applicable law
• Client interferes with Burbank IT’s management tools
• Client refuses required access
• A third-party vendor suspends a necessary service
• Continued performance could damage systems or data
• Client materially breaches the Agreement

When practical, Burbank IT will provide advance notice and an opportunity to correct the issue.

Burbank IT is not responsible for damage, downtime, data loss, security incidents, or third-party charges arising from a suspension caused by Client.

A reasonable reactivation fee may apply if significant work is required to restore Services.

7. Client Responsibilities

7.1 Cooperation

Client will provide timely and accurate:

• Information
• Access
• Credentials
• Documentation
• Authorizations
• Workspace
• Network connectivity
• Personnel availability
• Vendor contacts
• Administrative permissions
• Decisions and approvals

Burbank IT is not responsible for delays or deficiencies caused by Client’s failure to cooperate.

7.2 Lawful Access

Client represents that it has the legal authority to give Burbank IT access to all systems, accounts, software, data, facilities, and devices made available to Burbank IT.

7.3 Software Licensing

Client is responsible for ensuring that all software is properly licensed. Burbank IT may refuse to install, support, or use software that it reasonably believes is unlicensed or unlawfully obtained.

Licensing audits and remediation are out-of-scope Services unless expressly included in an Order.

7.4 Supported Technology

Client will maintain commercially supported hardware, software, operating systems, applications, and network equipment.

Burbank IT may exclude unsupported, obsolete, defective, unlicensed, or end-of-life technology from coverage. Work involving unsupported technology may be billed separately and may be performed without warranty.

7.5 Physical Environment

Client is responsible for providing:

• Reliable electricity
• Surge protection
• Suitable cooling and ventilation
• Adequate internet access
• Secure equipment storage
• Appropriate cabling
• Reasonable onsite access
• Physical security

7.6 Changes by Client or Third Parties

Client will notify Burbank IT before Client or another vendor makes material changes to covered systems.

Burbank IT is not responsible for issues caused by unauthorized changes. Investigation and remediation of those issues may be billed separately.

7.7 Security Practices

Client will maintain reasonable security practices and follow Burbank IT’s material security recommendations, including recommendations concerning:

• Multifactor authentication
• Password management
• Endpoint protection
• Encryption
• Employee security training
• Email security
• Access controls
• Supported software
• Backup systems
• Cyber insurance
• Incident reporting

Client understands that rejecting a documented recommendation may materially increase the likelihood or impact of a security incident.

8. Cybersecurity and Shared Responsibility

8.1 No System Is Completely Secure

Burbank IT will use commercially reasonable care when providing cybersecurity Services included in an Order. However, no security product, service, process, employee, or provider can guarantee that a security incident will not occur.

Burbank IT does not guarantee that Services will prevent every:

• Cyberattack
• Ransomware incident
• Phishing attempt
• Business email compromise
• Data breach
• Malware infection
• Unauthorized access
• Credential theft
• Employee error
• Third-party compromise
• Zero-day exploit

8.2 Scope of Security Responsibility

Burbank IT is responsible only for the security Services expressly included in an Order.

Client retains responsibility for business policies, employee conduct, legal compliance, physical security, insurance, risk acceptance, and decisions concerning the use of technology.

8.3 Security Recommendations

Burbank IT may recommend security improvements. Client is responsible for deciding whether to approve and fund those recommendations.

When Client rejects or delays a material recommendation, Burbank IT may:

• Document the rejected recommendation
• Exclude the affected risk from service commitments
• Require Client to sign a risk acknowledgment
• Adjust pricing
• Suspend affected Services
• Terminate the affected Order if continued service would create an unreasonable risk

8.4 Security Incidents

Each party will notify the other without unreasonable delay after confirming a security incident that materially affects the other party’s systems or data.

Where applicable law requires a business maintaining another business’s personal information to provide immediate notice following discovery, Burbank IT will provide notice consistent with that requirement.

Client is responsible for making legally required notifications to individuals, regulators, insurers, customers, employees, and other third parties unless applicable law requires Burbank IT to provide the notification directly.

The parties will reasonably cooperate with investigation, containment, remediation, insurance, and notification activities.

9. Backup and Data Recovery

9.1 Backup Scope

Burbank IT is responsible for backups only when backup Services are expressly included in an Order.

Client is responsible for identifying:

• Systems to be backed up
• Data to be retained
• Required retention periods
• Recovery priorities
• Regulatory requirements
• Recovery-time expectations
• Recovery-point expectations

9.2 Independent Copies

Unless an Order expressly states otherwise, Client will maintain an independent copy of business-critical data separate from systems managed by Burbank IT.

9.3 Backup Limitations

Backup Services do not guarantee that every file will be recoverable. Backups may fail because of:

• Hardware failure
• Software failure
• Corrupted source data
• Encryption
• Malware
• Vendor outages
• Capacity limitations
• Deleted accounts
• Misconfiguration
• Client actions
• Third-party actions

Burbank IT will use commercially reasonable efforts to monitor and remediate backup failures within the scope of the applicable Order.

9.4 Disaster Recovery Testing

Disaster recovery tests, business continuity planning, full-system restoration tests, and tabletop exercises are out-of-scope unless expressly included in an Order.

10. Client Data

10.1 Ownership

As between Client and Burbank IT, Client owns all data, files, records, communications, and content supplied by Client or processed on Client’s behalf, collectively referred to as “Client Data.”

10.2 Permission to Process Data

Client authorizes Burbank IT and its approved subcontractors to access, host, transmit, copy, modify, restore, delete, and otherwise process Client Data only as reasonably necessary to:

• Provide technical support
• Monitor systems
• Manage networks and endpoints
• Administer accounts
• Provide backups
• Provide cybersecurity Services
• Investigate incidents
• Maintain cloud or communications platforms
• Generate service reports
• Perform billing and administration
• Comply with law
• Carry out Client’s documented instructions

10.3 Client Data Accuracy

Client is responsible for the accuracy, quality, legality, and integrity of Client Data and for obtaining any required authorization or consent to provide it to Burbank IT.

10.4 Return and Deletion

Following termination and payment of all applicable offboarding charges, Burbank IT will provide Client Data that is reasonably available to Burbank IT in a commonly used format.

Burbank IT may delete Client Data from its active systems after termination, subject to:

• Applicable law
• Backup retention cycles
• Security logs
• Insurance requirements
• Financial recordkeeping
• Litigation holds
• Third-party platform limitations

Burbank IT is not required to maintain Client Data after the applicable Service has ended unless the parties agree otherwise in writing.

11. California Privacy Terms

This section applies when Burbank IT processes personal information as a service provider or contractor for Client under the California Consumer Privacy Act.

11.1 Limited Business Purposes

Client discloses personal information to Burbank IT solely for the limited purposes of providing the Services described in the applicable Order, including technical support, monitoring, cybersecurity, account administration, backup, recovery, cloud administration, communications administration, service reporting, and related operational activities.

11.2 No Sale or Sharing

Burbank IT will not sell or share personal information received from Client as those terms are defined by applicable California privacy law.

11.3 Use Restrictions

Burbank IT will not retain, use, or disclose personal information:

• Outside the limited business purposes stated in this Agreement and the applicable Order
• For an unrelated commercial purpose
• Outside the direct business relationship between Client and Burbank IT
• In a manner prohibited by applicable California privacy law

Burbank IT will not combine personal information received from Client with personal information received from another business or collected from Burbank IT’s own interactions with consumers, except where permitted by applicable law.

11.4 Privacy Protection

Burbank IT will provide the level of privacy protection required of service providers and contractors under applicable California privacy law and will implement reasonable security procedures appropriate to the nature of the personal information.

11.5 Consumer Requests

Burbank IT will reasonably assist Client with verified consumer requests involving personal information processed under the Agreement, including requests to access, correct, or delete information.

Additional work beyond ordinary service administration may be billed at the standard hourly rate.

11.6 Subcontractors

Burbank IT may use subcontractors and third-party service providers. Burbank IT will require subcontractors processing covered personal information to be bound by applicable privacy and security obligations.

11.7 Compliance Review

Upon reasonable written notice, Client may request documentation reasonably sufficient to evaluate Burbank IT’s compliance with this section.

Any review must:

• Occur no more than once per twelve-month period unless a confirmed incident justifies an additional review
• Avoid unreasonable interference with Burbank IT’s operations
• Protect the confidentiality and security of other customers
• Be subject to reasonable security restrictions
• Be conducted at Client’s expense

11.8 Inability to Comply

Burbank IT will notify Client if it determines that it can no longer comply with applicable service-provider obligations. Client may take reasonable steps to stop and remediate unauthorized processing.

12. Regulated Data

Client will not provide Burbank IT with protected health information, payment card data, criminal justice information, controlled unclassified information, or other specially regulated information unless the applicable Services and compliance requirements are documented in an Order and any required addendum has been signed.

Burbank IT does not become responsible for Client’s compliance with HIPAA, PCI DSS, CMMC, GLBA, FINRA, SEC rules, or another industry framework merely by providing general IT or cybersecurity Services.

When HIPAA applies, the parties must sign a separate Business Associate Agreement before Burbank IT is required to process protected health information as a business associate.

13. Confidentiality

13.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential.

Confidential Information includes:

• Client Data
• Credentials
• Network diagrams
• Security configurations
• Vulnerability information
• Pricing
• Business plans
• Financial information
• Technical methods
• Internal documentation
• Software
• Trade secrets
• Customer information
• Employee information

13.2 Obligations

The receiving party will:

• Use Confidential Information only to perform or receive Services
• Protect it using reasonable care
• Disclose it only to personnel and subcontractors with a need to know
• Require recipients to protect it
• Notify the disclosing party of unauthorized disclosure

13.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• Was already lawfully known without a confidentiality obligation
• Becomes public through no breach of the Agreement
• Is received lawfully from a third party
• Is independently developed without using the other party’s information
• Is approved for release in writing

13.4 Required Disclosure

A party may disclose Confidential Information when required by law, subpoena, or court order. When legally permitted, the receiving party will provide advance notice and reasonable assistance in seeking confidential treatment.

13.5 Duration

Confidentiality obligations continue for five years after disclosure. Obligations concerning trade secrets, credentials, and information protected by law continue for as long as the information remains protected.

14. Intellectual Property

14.1 Client Materials

Client retains ownership of materials, trademarks, content, software, and intellectual property supplied by Client.

Client grants Burbank IT a limited license to use Client materials solely to provide the Services.

14.2 Provider Materials

Burbank IT retains ownership of its:

• Tools
• Scripts
• Templates
• Processes
• Documentation systems
• Automation
• Methods
• Know-how
• Software
• Monitoring configurations
• Security configurations
• Preexisting intellectual property
• Improvements to those materials

14.3 Client Deliverables

Upon full payment, Client may use final documentation and deliverables created specifically for Client for Client’s internal business purposes.

This right does not transfer ownership of Burbank IT’s preexisting tools, general knowledge, reusable components, methods, or templates.

14.4 Feedback

Burbank IT may use ideas, suggestions, and general feedback supplied by Client, provided that Burbank IT does not disclose Client Confidential Information.

15. Third-Party Services

15.1 Third-Party Providers

Burbank IT may use or resell services supplied by third parties, including:

• Software publishers
• Cloud providers
• Telecommunications carriers
• Security vendors
• Backup providers
• Hardware manufacturers
• Data centers
• Payment processors
• Artificial intelligence providers

15.2 Third-Party Terms

Client’s use of third-party products may be subject to separate license agreements, acceptable use policies, privacy policies, and service terms.

Client agrees to comply with applicable third-party terms.

15.3 Vendor Changes

Third-party providers may change pricing, features, licensing, availability, or terms. Burbank IT may pass through those changes to Client.

15.4 Third-Party Failures

Burbank IT is not responsible for the acts, omissions, outages, security incidents, service changes, or failures of third-party providers outside Burbank IT’s reasonable control.

Burbank IT will use commercially reasonable efforts to communicate with and coordinate applicable vendors when vendor coordination is included in the Services.

16. Provider-Owned Equipment

Equipment supplied on a rental, loan, or temporary basis remains Burbank IT’s property unless an invoice or Order expressly states that ownership transfers to Client.

Client will:

• Use the equipment only for its intended purpose
• Protect it from loss and damage
• Avoid moving or modifying it without approval
• Provide suitable power and environmental conditions
• Return it promptly after termination

Client is responsible for the replacement cost of equipment lost, stolen, damaged, or not returned, except to the extent caused by Burbank IT.

Burbank IT may enter Client’s premises at a mutually reasonable time to retrieve Provider-owned equipment after termination.

17. Provider Software and Management Tools

Burbank IT may install remote monitoring, endpoint management, security, backup, password-management, and support software on covered systems.

Client will not:

• Disable or interfere with management tools
• Copy or distribute the software
• Reverse engineer the software
• Provide access to unauthorized third parties
• Use the software after the applicable Service ends

Burbank IT may remove or disable management tools following termination.

18. Artificial Intelligence

18.1 Client Use

Client uses artificial intelligence tools at its own risk and is responsible for:

• Reviewing outputs
• Protecting confidential information
• Obtaining required rights and permissions
• Verifying accuracy
• Complying with applicable laws and policies
• Deciding whether an output is appropriate for business use

18.2 Provider Use

Burbank IT may use artificial intelligence and automation to assist with service delivery, documentation, analysis, troubleshooting, reporting, and administrative tasks.

Burbank IT will not knowingly submit Client Confidential Information to a publicly accessible artificial intelligence system for model training without Client’s authorization.

18.3 AI Limitations

Artificial intelligence outputs may contain errors, omissions, inaccuracies, or biased results. Burbank IT does not guarantee the accuracy of an AI-generated output.

19. Representations and Warranties

Each party represents that:

• It has authority to enter into the Agreement
• Its acceptance does not violate another binding agreement
• It will comply with laws applicable to its own operations
• It will not knowingly use the Services for unlawful purposes

Burbank IT warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices.

Client must report a claimed service deficiency within ten business days after discovering it. Burbank IT’s obligation will be to reperform the deficient Service when commercially reasonable.

20. Warranty Disclaimer

Except for the express warranty stated above, the Services are provided “as is” and “as available.”

To the fullest extent permitted by law, Burbank IT disclaims all implied warranties, including warranties of:

• Merchantability
• Fitness for a particular purpose
• Noninfringement
• Uninterrupted operation
• Error-free operation
• Complete security
• Complete data recovery
• Regulatory compliance
• Compatibility with every system

Burbank IT does not warrant that:

• Every issue will be detected
• Every issue can be resolved
• Services will be uninterrupted
• Cybersecurity Services will prevent every attack
• Backups will contain every item of data
• Third-party services will remain available
• Client will achieve a particular business or compliance outcome

21. Indemnification

21.1 Indemnification by Client

Client will defend, indemnify, and hold harmless Burbank IT and its owners, employees, contractors, and agents from third-party claims arising from:

• Client’s unlawful use of the Services
• Client Data or content
• Client’s infringement of third-party rights
• Client’s failure to obtain required consent
• Software licensing violations
• Instructions supplied by Client
• Client’s violation of applicable law
• Client’s gross negligence or willful misconduct

21.2 Indemnification by Burbank IT

Burbank IT will defend and indemnify Client from third-party claims arising directly from:

• Burbank IT’s gross negligence or willful misconduct
• Burbank IT’s material breach of confidentiality
• A claim that original Provider-owned materials supplied to Client infringe a United States intellectual property right

Burbank IT may modify or replace allegedly infringing materials or terminate the affected Service and refund prepaid fees covering the unused period.

21.3 Indemnification Process

The indemnified party must:

• Promptly notify the indemnifying party
• Allow the indemnifying party to control the defense
• Provide reasonable cooperation
• Avoid settling the claim without consent

The indemnifying party may not agree to a settlement that admits fault by or imposes nonmonetary obligations on the indemnified party without written consent.

22. Limitation of Liability

22.1 Exclusion of Indirect Damages

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, including:

• Lost profits
• Lost revenue
• Lost productivity
• Lost opportunities
• Loss of goodwill
• Business interruption
• Loss or corruption of data
• Cost of replacement services

This limitation applies regardless of the legal theory and even when a party was advised that the damage was possible.

22.2 Liability Cap

Except for excluded claims listed below, Burbank IT’s total cumulative liability arising from an Order or the Services will not exceed the total fees paid by Client to Burbank IT under the affected Order during the six months immediately preceding the event giving rise to the claim.

22.3 Excluded Claims

The liability cap does not limit:

• Client’s payment obligations
• Liability that cannot legally be limited
• A party’s fraud or willful misconduct
• Client’s misuse of Burbank IT’s intellectual property
• A party’s indemnification obligations, subject to applicable law

22.4 Essential Basis

The parties agree that the limitations in this section are a material basis of the pricing and allocation of risk under the Agreement.

23. Insurance

Each party will maintain insurance reasonably appropriate for its operations and legal obligations.

Client is encouraged to maintain cyber liability, business interruption, property, and technology errors coverage appropriate to Client’s risks.

Burbank IT’s recommendations concerning insurance do not constitute insurance or legal advice.

24. Compliance

Burbank IT will comply with laws applicable to Burbank IT in its role as a managed technology service provider.

Client is responsible for laws, regulations, contractual requirements, and professional standards applicable to:

• Client’s business
• Client’s industry
• Client Data
• Client’s employees
• Client’s customers
• Client’s use of technology

Burbank IT may assist with technical controls, but Burbank IT does not act as Client’s attorney, auditor, compliance officer, insurer, or regulatory authority.

25. Dispute Resolution

25.1 Good-Faith Negotiation

Before beginning formal proceedings, the parties will attempt in good faith to resolve the dispute through discussions between representatives authorized to settle it.

A party must provide written notice describing the dispute. The parties will have thirty days after the notice to attempt resolution.

25.2 Binding Arbitration

Except for collection actions, small claims matters, or requests for temporary injunctive relief, disputes arising from the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will:

• Be conducted by one arbitrator
• Take place in Los Angeles County, California
• Be conducted in English
• Permit reasonable discovery appropriate to the dispute
• Result in a written decision
• Be enforceable in any court with jurisdiction

25.3 Attorneys’ Fees

The prevailing party in an action or arbitration to enforce the Agreement may recover reasonable attorneys’ fees and costs as determined by the court or arbitrator.

25.4 Time to Bring Claims

To the extent permitted by law, a claim arising from the Services must be filed within one year after the claimant discovered or reasonably should have discovered the basis for the claim.

This limitation does not apply to unpaid invoices or claims for which applicable law prohibits contractual limitation.

25.5 Governing Law

The Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles.

Court proceedings permitted under this section must be brought in a state or federal court located in Los Angeles County, California.

26. Force Majeure

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

• Natural disasters
• Fire
• Flood
• Earthquake
• War
• Terrorism
• Civil unrest
• Labor disruption
• Utility failure
• Internet failure
• Cloud provider outage
• Telecommunications failure
• Government action
• Epidemic or pandemic
• Supply-chain disruption
• Cyberattack affecting broadly used infrastructure

Payment obligations for Services already performed or third-party commitments are not excused by this section.

27. Notices

Operational notices may be delivered by email, support ticket, client portal, invoice, or other regular business communication.

Formal legal notices must be sent:

To Burbank IT:
By email to the address from which Burbank IT sends the applicable Order or invoice, with a copy submitted through the contact method published at manageditservicesburbank.com.

To Client:
By email to the primary business or billing contact identified in the applicable Order or most recently provided to Burbank IT.

A notice is effective upon confirmed delivery, acknowledged receipt, or the next business day after electronic transmission without a delivery failure message.

28. Independent Contractors

The parties are independent contractors.

Nothing in the Agreement creates an employment, partnership, franchise, fiduciary, joint venture, or agency relationship.

Neither party may bind the other except as expressly authorized in writing.

29. Subcontractors

Burbank IT may use employees, contractors, affiliates, and third-party providers to perform the Services.

Burbank IT remains responsible for its subcontractors’ performance to the same extent Burbank IT would be responsible if it performed the applicable obligation directly, subject to the Agreement’s limitations and third-party service provisions.

30. Assignment

Client may not assign the Agreement without Burbank IT’s written consent, except in connection with a merger or sale of substantially all of Client’s assets when the successor assumes the Agreement in writing.

Burbank IT may assign the Agreement in connection with a merger, reorganization, financing, or sale of all or substantially all of its business or assets.

31. Publicity

Burbank IT may identify Client privately as a customer when reasonably necessary for vendor registration, licensing, insurance, financing, or professional advice.

Burbank IT will not publish a case study, testimonial, detailed description of Client’s environment, or Client logo without Client’s consent.

32. General Provisions

32.1 Entire Agreement

The Agreement is the complete agreement concerning its subject matter and replaces prior discussions, proposals, representations, and agreements concerning the same Services.

32.2 Amendments

A material amendment must be accepted in writing or electronically by authorized representatives of both parties.

Changes caused by user counts, usage, licensing, taxes, third-party terms, or approved service requests may be documented through invoices, change orders, email authorization, or updated Orders.

32.3 Waiver

Failure to enforce a provision does not waive the right to enforce it later.

32.4 Severability

If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable. The remaining provisions will continue in effect.

32.5 No Third-Party Beneficiaries

The Agreement benefits only Burbank IT and Client unless it expressly states otherwise.

32.6 Headings

Headings are provided for convenience and do not change the meaning of the Agreement.

32.7 Electronic Signatures

Electronic records and signatures are binding and have the same effect as original paper records and handwritten signatures.

The Agreement may be executed through electronic signature software, online acceptance, email approval, or acceptance of an Order.

32.8 Counterparts

The Agreement may be accepted in counterparts. Each counterpart is considered an original, and together they form one agreement.

32.9 Survival

Provisions concerning payment, confidentiality, privacy, intellectual property, indemnification, liability, dispute resolution, and obligations arising before termination survive termination.

33. Acceptance

By signing or electronically accepting an Order, authorizing Burbank IT to begin Services, paying an invoice that references this MSA, or continuing to use the Services after receiving this MSA, Client acknowledges that:

1. Client has reviewed the Agreement.
2. Client has authority to accept the Agreement.
3. Client agrees to be legally bound by the Agreement.
4. The applicable Order identifies Client and the Services being purchased.
5. No separate signature page for this MSA is required.

Provider: Burbank IT
Website: manageditservicesburbank.com
Effective Date: January 1, 2026