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Effective July 11, 2025. This Master Services Agreement supersedes and replaces all prior versions.

This Master Services Agreement (the “MSA”) is between Provider and the Client found on the applicable quotation, statement of work, proposal, or order (the “Order”) and, together with the Order, the terms and conditions, and relevant Service Attachments forms the Agreement between the parties (the “Terms”). Client accepts these Terms by signing an Order, using the services, or continuing to use the services after being notified of a change to these Terms.

The parties agree as follows:

1. Statement of Services

1. Services: This MSA sets forth the terms and conditions under which PTG will provide information systems management and/or other services to $AREA, including the sale of equipment, software, licenses, subscriptions, etc. (“Products”). The specific services to be provided and the fees for such services (“Service Fees”) are described in one or more Service Attachments to this MSA. The services provided under the Service Attachments, individually and collectively, are referred to herein as the “Services”.

2. Service Attachments: Terms and conditions applicable to particular Services (as opposed to those generally applicable to all Services) are identified in the Service Attachments. Each Service Attachment includes a description of the Services to be performed, the applicable Service Fees and the Service-specific terms, conditions, responsibilities, and delivery schedules that govern the provision of the relevant Services. Except for Supplemental Services, and unless otherwise agreed to in writing by both parties, the services to be rendered by PTG to Client are limited to those Services specifically described in the Service Attachments. All terms and conditions set forth in the Service Attachments and any revisions thereto must be mutually agreed upon by both parties. In the event of any conflict between the provisions of a Service Attachment and this MSA, the specific provisions contained in the Service Attachment control.

3. Supplemental Services: “Supplemental Services” are limited services needed by Client on a “one-off” or emergency basis and not included within the scope of the Services described in the Service Attachments. Client shall pay additional Service Fees for Supplemental Services. PTG shall notify Client of any such additional Service Fees and obtain Client’s approval prior to providing Supplemental Services. Charges for Supplemental Services will appear on the invoice issued the month following delivery. PTG will use commercially reasonable efforts to provide Supplemental Services but has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided “as-is” and exclude all warranties, express or implied.

2. Request for Changes

If Client wishes to implement changes to any Services during the term of an applicable Service Attachment, Client must submit a written change request (email is acceptable) to PTG. PTG will review and return the request with a written evaluation, including cost and schedule impact. Client may approve the changes by signing and returning the evaluation, at which point the changes become effective under this MSA and the applicable Service Attachment. No changes are effective until PTG receives the signed evaluation.

3. Term of Agreement

This MSA remains in effect until terminated by either party as permitted below. If a multi-year commitment (2 or 3 years) is agreed and later canceled, Client must repay PTG the total value of all discounts received under that commitment within thirty (30) days of termination.

4. Intellectual Property Rights

4.1 Client Works

Any deliverable provided by PTG to Client that does not constitute modifications to existing works is deemed a “Client Work” and a “work for hire,” and is the sole property of Client, except:

  • Third-party software subject to separate license agreements
  • Public-domain information
  • Generic ideas, concepts, business know-how, and techniques
  • General computer consulting knowledge not containing Client’s proprietary information
  • Documentation created by PTG in support of Client systems

Client grants PTG a non-exclusive, limited license to copy Client Works solely to provide Services under this MSA or for PTG’s internal use.

4.2 Modifications to Existing Client Works

Any work by PTG modifying Client-owned works is a “Client Modification” and a work for hire, and belongs exclusively to Client, except where prohibited by underlying software licenses. “Client Modification” does not include PTG-supplied software or technology.

4.3 Modifications to Existing PTG Works

Any work by PTG relating to PTG-owned works is a “PTG Work” and remains PTG’s exclusive property. If any PTG Work is not automatically owned by PTG, Client assigns all rights to PTG and will execute documents to perfect PTG’s ownership.

4.4 General Skills and Knowledge

PTG may use any general skills, knowledge, or ideas acquired in providing Services and may develop similar deliverables for other clients, provided no Client proprietary information is used.

5. Client Covenants

  • Client represents it has rights to all software it requests PTG to use and will indemnify PTG for any third-party claims.
  • Client will provide PTG with necessary access to personnel, documentation, records, and facilities to perform the Services.

6. Non-Disclosure and Confidentiality

Each party will hold the other’s Confidential Information in strict confidence and not disclose it, except as required by law. Confidential Information includes technical designs, business processes, financials, and other proprietary data. Non-confidential information includes public domain information, prior possession, third-party disclosures, and legally compelled disclosures.

PTG may refer to Client as a PTG client in marketing materials and publicly releasable Service Attachment titles, subject to Client’s prior written consent for any other press releases.

7. Independent Contractor

PTG performs all Services as an independent contractor. PTG employees are not Client employees and PTG is solely responsible for payroll taxes, benefits, and related obligations.

8. Fees for Services and Payment Terms

Service Fees are set in the Service Attachments. Additional services are billed at PTG’s time-and-materials rates unless otherwise agreed. Client also pays mutually agreed Pass-Through Expenses (travel, lodging, meals) billed at cost.

PTG will issue a monthly invoice by the final day of the prior calendar month, including Service Fees for the upcoming month, any Pass-Through Expenses, and other applicable charges. Payment is due within fifteen (15) days of the invoice date (Net 15). Late payments incur a 1% monthly interest charge. Invoices with long-term discounts must be paid via ACH.

Disputes must be raised in writing within thirty (30) days of the due date. Client pays undisputed amounts by the due date and may withhold only the disputed portion until resolution.

PTG may suspend Services upon ten (10) business days’ notice for non-payment, unless the parties are working in good faith to resolve a dispute. PTG will restore Services after full payment and validation of all components at PTG’s standards. PTG’s suspension right is in addition to termination rights.

All charges exclude applicable sales, use, excise, or service taxes, which Client will pay or reimburse. PTG may collect unpaid taxes determined due within three (3) years of the invoice date.

9. Title on Sale of Equipment

PTG retains title to equipment/products until full payment. If Client defaults, PTG may repossess equipment upon ten (10) days’ notice.

10. No Hiring

During the MSA term and for one year afterward, neither party will solicit or hire the other’s employees without written consent. Unenforceable provisions default to a placement fee equal to 100% of the employee’s current annual salary.

11. Warranties

Warranty: PTG warrants Services will be performed in a workmanlike manner per this MSA and applicable Service Attachments.

Disclaimer: EXCEPT AS STATED ABOVE, PTG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Indemnification and Limitation of Liability

Indemnification: Client indemnifies and holds PTG harmless from all losses, liabilities, and expenses (including attorneys’ fees) arising from Client’s acts or omissions under this MSA.

Limitation of Liability: PTG’s liability is limited to actual direct damages not to exceed the greater of (a) available insurance proceeds, or (b) amounts paid by Client under this MSA in the six months preceding the claim. PTG is not liable for incidental, consequential, punitive, or indirect damages.

13. Insurance

Both parties will maintain reasonable insurance, including general liability, cybersecurity, and workers’ compensation coverage.

14. Termination

Either party may terminate this MSA for any reason with ninety (90) days’ written notice. Service Attachments remain in effect until separately terminated or expired. Knowledge transfer is withheld until all invoices are paid in full.

15. Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control (acts of God, war, epidemics, etc.). The affected party will notify the other and the parties will confer to minimize impact. If delays exceed thirty (30) days, the parties will negotiate modifications. Failing agreement within fifteen (15) days, either party may terminate the affected performance with thirty (30) days’ notice. Remaining MSA terms continue in effect, and Client pays for work performed through termination.

16. Dispute Resolution

Parties will attempt amicable settlement within sixty (60) days. Failing that, disputes are submitted to AAA arbitration (three arbitrators, English language, no punitive damages). Arbitration takes place in Nassau County, New York, or agreed location. Preliminary injunctive relief may be sought in state or federal court.

Claims must be brought within sixty (60) days of discovery. PTG will continue Services and Client will continue payments during dispute resolution (unless dispute concerns non-payment).

17. Notices

All notices must be in writing and are deemed delivered on personal delivery, fax, courier, email, or three business days after U.S. certified mail to the addresses on the cover page. Address changes require written notice.

18. General

  • Waiver: No delay or partial exercise of rights waives future rights.
  • Assignment: Neither party may assign this MSA without consent, except PTG may assign in connection with a change of control or asset sale.
  • Survival: Tax, IP, and confidentiality obligations survive termination.
  • Amendment: Amendments require written agreement signed by both parties.
  • Governing Law: New York law governs. Venue is Nassau County, New York. Claims must be filed within three months of accrual.
  • Severability: Invalid provisions are replaced with valid ones that most closely fulfill the original intent.
  • Entire Agreement: This MSA and Service Attachments constitute the entire agreement. Ambiguities are not construed for or against either party.

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