These terms are effective as of October 1, 2020
MCPc is global data protection company that seeks to improve the security of its customers and protect data while managing the complexity and sustainability of technology in order to reduce business risk. MCPc wishes to provide Customer with certain technology services, and Customer wishes to receive such services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties agree as follows:
Affiliate means, with respect to each Party, any entity which directly or indirectly controls, is controlled by, or is under common control with, such Party.
Agreement means this Master Services Agreement between MCPc and Customer and any schedules, exhibits or Work Orders attached to it.
Asset Disposition Services means the collection of services associated with managing all asset disposition requirements including logistics, de-installation and removal, packing, receiving, processing, data erasure and destruction, remarketing, and responsible recycling.
Confidentiality Agreement means the Mutual Non-Disclosure Agreement between Customer and MCPc effective as of the last date of signing by the Parties.
Consulting Services means the provision of services to a Customer related to a transfer of knowledge based on Customer’s business or technological concerns, systems, processes, or environment.
Days means calendar days.
Hardware means hardware, if any, provided to Customer under any Work Order issued hereunder in connection with the Services.
Incident Response means MCPc’s services relating to a significant and abnormal cybersecurity issue experienced by a Customer for which MCPc has specifically been retained to provide Consulting or other Professional Services to explore, investigate, and/or ameliorate the issue.
Installed Devices means the servers or endpoints on which Customer receives the Managed Security Services. The initial number of Installed Devices will be stated in the applicable Work Order. The number of Installed Devices may be increased from time to time in accordance with this Agreement.
Managed Security Services means the collection of the services and the technology related to software delivery, management and monitoring as specified in the applicable Work Order and the means of delivery of such services and technology, including, if specified in the applicable Work Order, proxy and satellite service (“MSS”). Any use of MSS shall be subject to applicable use policies set forth in the applicable Work Order.
Platform means the combination of the CPU and other hardware a computer system uses, its exact operating system including the version number, the compiler required, the type of libraries (e.g. libc, glibc), and the type of crypto library available (e.g. libcrypt, PAM). Changes to any of these components that break binary compatibility or prohibit functioning (including recompiling) of Software unless modified by MCPc constitute a different Platform and may disqualify Customer from receiving Services with respect to such modified Platform.
Secure Technology Logistics means the services relating to technology planning, procurement, design and/or assessment specified in the applicable Work Order.
Services means the Secure Technology Logistics, IT Asset Management Services, Managed Security Services, Consulting Services, Incident Response, Talent Solutions, and any other professional work to be provided by MCPc as specifically set forth in the Work Orders to this Agreement. MCPc may, at its discretion, decline to provide Services for any Software or Hardware that has been modified or changed by Customer in any way, except as directed by MCPc pursuant to this Agreement.
Software means (i) means software owned or licensed by MCPc, which may be provided to Customer under any Work Order issued pursuant to this Agreement in connection with the Services, whether standalone, or as incorporated in Hardware, including any APIs, guides, or documentation provided therewith.; (ii) any MCPc software programs delivered by means of Managed Security Services; and (iii) any other MCPc or third party software product specified in the applicable Work Order, which shall be subject to the applicable end user license agreement set forth in the applicable Work Order.
Supported Hardware or Platform means hardware or a Platform that functions with the Software and components contemplated for use with the Software. Customer agrees that MCPc will have no obligation to provide Services for any system that is not Supported Hardware or Platform unless otherwise stated in an applicable Work Order in connection with custom Services performed by MCPc for the Customer.
Talent Solutions means staff augmentation and recruiting services of personnel for Customer.
Work Order has the meaning set forth in Section 1 below.