Version 2025.12
Confidential and Proprietary — Not for Distribution
This document is intended solely for the named parties and their authorized representatives.
| REIS INFORMATICA INC. | © 2026 Reis Informatica Inc. All rights reserved. |
| Document Field | Value |
| Document Title | Reis Informatica Inc. — Master Services Agreement |
| Document Type | Standard Terms and Conditions — Not Client-Specific |
| Version | 2025.12 |
| Prepared By | Reis Informatica Inc. |
| Governing Law | Province of Ontario, Canada |
| Binding Mechanism | This MSA becomes binding upon execution of the applicable Sales Order by both parties. |
| Related Documents | Sales Order (client-specific) · Applicable Service Level Agreement (SLA) |
| Confidentiality | Confidential and Proprietary — Not for Distribution |
1. Introduction and Relationship of Documents #
1.1 Purpose of Agreement #
This Master Services Agreement (“MSA”) establishes the general legal terms and conditions under which Reis Informatica Inc. (“Reis”) will provide managed information technology and cybersecurity services (“Services”) to the client identified in the applicable Sales Order (“Client”). This MSA governs all current and future managed services engagements between Reis and the Client, unless the parties otherwise agree in writing.
1.2 Three-Document Structure #
The complete managed services contract between Reis and the Client is formed by three documents working together:
| Document | Role |
| Master Services Agreement (MSA) | This document. Defines the overall legal framework: warranties, limitations of liability, confidentiality, indemnification, payment terms, governing law, and other general conditions that apply to every engagement. Does not change from client to client. |
| Service Level Agreement (SLA) | The operational schedule that defines how services are delivered — service scope, coverage hours, response targets, maintenance windows, escalation paths, security standards, exclusions, and project boundaries. Reis maintains individual SLAs for each service tier. The applicable SLA is referenced in the Sales Order. Does not change from client to client. |
| Sales Order | The client-specific commercial schedule. Identifies the Client legal entity, covered locations, authorized contacts, subscribed ManagedCare service tier, covered device counts and categories, fees, effective date, and any negotiated deviations from the MSA or SLA. Execution of the Sales Order by both parties constitutes acceptance of and binding agreement to this MSA and the applicable SLA. |
1.3 Binding Mechanism #
This MSA and the applicable SLA do not require separate signatures. Both documents become legally binding upon execution of the applicable Sales Order by authorized representatives of both parties. The Sales Order incorporates this MSA and the applicable SLA by reference. By signing the Sales Order, the Client acknowledges that it has read, understood, and agrees to be bound by the terms of this MSA and the applicable SLA in their entirety.
1.4 Order of Precedence #
If there is any inconsistency among these documents, the following order of precedence applies:
- This Master Services Agreement (MSA) — controls legal terms and general conditions.
- The Sales Order — controls commercial details including pricing, quantities, covered locations, and any client-specific deviations from this MSA or the SLA.
- The applicable Service Level Agreement (SLA) — controls service delivery standards and operational processes.
No other document, purchase order, or verbal communication shall modify this Agreement unless executed in writing by authorized representatives of both parties.
1.5 Scope of Services Covered #
This MSA applies to all managed services offerings delivered by Reis, including but not limited to the ManagedCare™ family of services, cybersecurity monitoring, cloud management, and project or onboarding work performed in connection with those services. Specific inclusions, exclusions, and service levels are detailed in the applicable SLA referenced in the Sales Order.
1.6 Client Identification #
The Client is the legal entity identified in the Sales Order. This MSA does not change from client to client. Client-specific information — legal entity name, covered locations, authorized contacts, subscribed services, device counts, pricing, and effective date — is contained exclusively in the applicable Sales Order.
1.7 Entire Agreement #
This MSA, together with the applicable Sales Order and Service Level Agreement, constitutes the entire agreement between Reis Informatica Inc. and the Client regarding managed services. It supersedes all prior proposals, negotiations, or communications — written or verbal — relating to the same subject matter.
2. Definitions #
The following definitions apply in this Agreement and any document incorporated herein:
| Term | Meaning |
| Affiliate | Any entity directly or indirectly controlling, controlled by, or under common control with another entity. |
| Confidential Information | All information, whether technical, business, financial, or otherwise, disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential, including but not limited to inventions, business plans, pricing, customer lists, and technical specifications. |
| Client | The legal entity identified in the applicable Sales Order. |
| Deliverables | All items, results, products, and documents to be delivered by Reis as described in an applicable Sales Order or statement of work. |
| Fees | The recurring managed services fees, one-time setup fees, and any other charges set out in the applicable Sales Order. |
| MSA | This Master Services Agreement. |
| Sales Order | The client-specific ordering document that incorporates this MSA by reference, sets out the commercial terms and covered devices, and whose execution by both parties constitutes binding acceptance of this MSA and the applicable SLA. |
| Services | All managed IT, cybersecurity, and related services to be provided by Reis as described in the applicable Sales Order and SLA. |
| SLA | The Service Level Agreement applicable to the subscribed ManagedCare service tier, as referenced in the Sales Order. |
| Term | The Initial Term and any Renewal Terms, as described in Section 4. |
3. Services #
3.1 Service Delivery #
Reis shall deliver the Services to the Client as described in the applicable Sales Order, incorporating the service scope, coverage model, and operational standards set out in the applicable SLA. The Client is identified in the Sales Order, which is incorporated into this MSA by reference.
3.2 Service Level Agreements #
The Services are governed by the applicable Service Level Agreement referenced in the Sales Order. Reis reserves the right to update SLAs periodically to align with evolving technologies, industry standards, or operational requirements. The most recent versions of the SLAs are published at the URLs listed in the Sales Order. Material changes to SLAs will be communicated to the Client with at least thirty (30) days’ notice.
3.3 Device Counts and Scope Changes #
Covered users, devices, locations, and services are those identified in the Sales Order and accepted into Reis management. Asset counts will be reconciled periodically as described in the Sales Order. Additions or removals are billed or credited on a prorated basis from the date of change.
3.4 Pass-Through Items #
Certain third-party software, cloud subscriptions, licensing, and other vendor charges may be procured by Reis on behalf of the Client and invoiced separately as pass-through items. Pass-through items are not included in the Fees and are not subject to the annual price adjustment in Section 5.1 unless otherwise stated in the Sales Order. Pass-through pricing reflects actual vendor pricing and may change with vendor pricing adjustments.
4. Term and Termination #
4.1 Initial Term #
This Agreement is effective on the date set out in the applicable Sales Order (the “Effective Date”) and shall remain in force for three (3) years from the Effective Date (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides the other with written notice of its intent not to renew at least sixty (60) days before the expiration of the then-current term.
4.2 Termination for Convenience #
Either party may terminate this Agreement for convenience before the end of the Initial Term or any Renewal Term by providing at least sixty (60) days’ written notice. If the Client terminates for convenience before the end of the Initial Term or any Renewal Term, the Client shall pay Reis for all Services performed up to the termination date, plus an early termination fee equal to one hundred and twenty (120) days of service fees at the then-current monthly rate. During that period, Reis will assist the Client in transitioning to a new service provider, which may include a co-managed arrangement if requested.
4.3 Termination for Cause #
Either party may terminate this Agreement upon written notice if the other party breaches any material term and fails to remedy such breach within thirty (30) days of receipt of written notice. The Client shall pay Reis for all Services performed up to the termination date.
4.4 Effect of Termination #
Upon termination or expiry, each party shall promptly return or destroy Confidential Information of the other party upon written request, subject to legal retention obligations. Sections that by their nature survive termination — including limitations of liability, confidentiality, indemnification, payment obligations, and governing law — shall survive.
5. Pricing and Payment #
5.1 Annual Price Adjustment #
The Fees set out in the applicable Sales Order shall be subject to an automatic annual increase on each anniversary of the Effective Date. The standard annual adjustment rate is five percent (5%). A different rate may be negotiated with the Client and documented as a deviation in the Sales Order. The adjusted Fees shall be reflected on the first invoice issued after the applicable anniversary date, and no further notice is required for the adjustment to take effect.
5.2 Device and Scope Adjustments #
The number of covered devices, users, endpoints, or other service units shall be adjusted periodically to reflect actual usage, as described in the Sales Order. Additions or removals are billed or credited on a prorated basis from the date of installation, activation, removal, or deactivation. The Client agrees to pay for all additions and acknowledges that removals will result in corresponding fee adjustments.
5.3 Payment Terms #
Invoices are due and payable within thirty (30) days of the invoice date unless otherwise stated in the Sales Order. Managed services fees are invoiced monthly in advance. Project work, one-time charges, and pass-through items are invoiced as incurred or as otherwise agreed. Overdue balances bear interest at the rate of 1.5% per month (18% per year), or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.
5.4 Disputed Invoices #
The Client must notify Reis in writing of any disputed invoice amount within thirty (30) days of the invoice date, specifying the basis for the dispute. Undisputed amounts remain due and payable. The parties will use good faith efforts to resolve billing disputes within fifteen (15) business days of written notice.
5.5 Taxes #
Any federal, provincial, or local taxes applicable to the Services — including HST — shall be added to each invoice and paid by the Client, unless a valid exemption certificate is furnished to Reis prior to invoicing.
6. Warranties #
6.1 Service Warranty #
Reis represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with standards generally accepted in the managed IT services industry. Deliverables shall conform to the specifications or requirements described in the applicable Sales Order or SLA.
6.2 Warranty Exclusions #
The warranty in Section 6.1 does not apply to issues caused by: (a) Client-provided hardware, software, or data; (b) modifications made by the Client or third parties without Reis’ approval; (c) failure of the Client to meet its responsibilities under the SLA; (d) third-party provider outages or defects; or (e) conditions outside Reis’ reasonable control.
6.3 Disclaimer #
EXCEPT AS EXPRESSLY SET OUT IN SECTION 6.1, REIS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CYBERSECURITY SERVICES REDUCE RISK BUT DO NOT ELIMINATE IT. REIS DOES NOT GUARANTEE THAT ALL ATTACKS, BREACHES, DATA LOSS, OR SERVICE INTERRUPTIONS WILL BE PREVENTED OR DETECTED.
7. Limitation of Liability #
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY (OR ITS EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS) BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED — INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION, OR LITIGATION COSTS — WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER REIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE TO REIS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
8. Indemnification #
8.1 Reis Indemnification #
Reis will indemnify the Client and its officers, directors, and employees from damages arising from: (i) infringement of third-party intellectual property rights by Deliverables, where Reis knew and failed to notify the Client; (ii) violation of applicable law by Reis or its employees in performing the Services; or (iii) breach of Reis’ confidentiality obligations under this Agreement.
8.2 Client Indemnification #
The Client will indemnify Reis and its officers, directors, and employees from damages arising from: (i) the Client’s breach of this Agreement, the Sales Order, or the applicable SLA; (ii) the Client’s negligence, wilful misconduct, or unauthorized use of the Services; or (iii) third-party claims arising from Client-provided data, content, or instructions.
8.3 Indemnification Process #
A party seeking indemnification must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without prior written consent.
9. Intellectual Property #
9.1 Reis Tools and Methods #
Reis retains all rights, title, and interest in its proprietary tools, methodologies, processes, software, documentation, and pre-existing intellectual property used in delivering the Services. Nothing in this Agreement transfers any Reis intellectual property to the Client.
9.2 Client Data #
The Client retains all rights to its data, systems, and information. Reis may access Client data solely to perform the Services and shall not use Client data for any other purpose. Reis will implement reasonable technical and organizational measures to protect Client data in accordance with the applicable SLA.
9.3 Deliverables #
Unless otherwise agreed in writing in the applicable Sales Order, Deliverables created specifically for the Client as part of a separately scoped project become the property of the Client upon receipt of full payment for that project. General methodologies, tools, and know-how remain the property of Reis.
10. Confidentiality #
10.1 Mutual Obligation #
Each party shall retain in confidence all Confidential Information of the other party obtained during the term of this Agreement and shall not disclose or use such information except as required to perform its obligations under this Agreement.
10.2 Exceptions #
Confidential Information does not include information that: (a) was already known to the receiving party at the time of disclosure; (b) is or becomes publicly available through no fault of the receiving party; (c) was lawfully received from a third party without restriction; or (d) was independently developed by the receiving party without use of the disclosing party’s Confidential Information.
10.3 Return of Information #
Upon written request following termination or expiry, each party shall return or destroy the other party’s Confidential Information, subject to legal retention obligations.
10.4 Non-Disclosure of Terms #
Neither party shall disclose the terms of this Agreement, or use the other party’s name, trade names, trademarks, or logos in any marketing material, without prior written consent.
11. Data and Privacy #
11.1 Data Handling #
Reis will handle Client data only as necessary to deliver the Services. Reis will not sell, share, or disclose Client data to third parties except: (a) to subcontractors and vendors engaged to deliver the Services, subject to appropriate confidentiality obligations; (b) as required by law, regulation, or court order, in which case Reis will notify the Client promptly where permitted.
11.2 Security Practices #
Reis will implement and maintain reasonable administrative, technical, and physical safeguards to protect Client data against unauthorized access, disclosure, alteration, or destruction. Specific security controls are described in the applicable SLA.
11.3 Incident Notification #
In the event of a confirmed security incident involving Client data, Reis will notify the Client in accordance with the notification targets and procedures in the applicable SLA. Notification obligations are subject to legal requirements and the limitations of available information at the time of notification.
11.4 Privacy Laws #
Each party shall comply with applicable privacy and data protection laws. The Client is responsible for ensuring that its use of the Services, and any data it provides to Reis, complies with applicable privacy laws.
12. Non-Solicitation #
Neither party will, without the prior written consent of the other party, directly solicit for employment or contractual engagement any employee of the other party who was involved in the delivery or receipt of Services under this Agreement, during the term of this Agreement and for six (6) months following its expiry or termination. This restriction does not apply to general public advertising, individuals who initiate contact independently, or individuals no longer employed by the other party before employment discussions begin.
13. Dispute Resolution #
13.1 Good Faith Negotiation #
Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation. Either party may escalate a dispute by providing written notice. The parties will meet within ten (10) business days of written notice to attempt resolution.
13.2 Mediation #
If the parties cannot resolve a dispute through negotiation within thirty (30) days of written notice, either party may refer the dispute to non-binding mediation before a mutually agreed mediator. The cost of mediation shall be shared equally.
13.3 Governing Law and Jurisdiction #
This Agreement is governed by the laws of the Province of Ontario. The parties consent to the exclusive jurisdiction and venue of the courts of Ontario sitting in Kitchener, Ontario for disputes not resolved through negotiation or mediation.
14. Miscellaneous #
14.1 Force Majeure #
Reis is not responsible for failure or delay caused by events beyond its reasonable control, including natural disasters, pandemic, fire, flood, war, terrorism, power grid failure, government action, supply chain disruption, or acts or omissions of third parties. Reis will use commercially reasonable efforts to mitigate impact and restore Services as quickly as practicable.
14.2 Assignment #
Neither party may assign or transfer this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Either party may assign this Agreement, without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by its terms.
14.3 Notices #
Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, email with confirmation of receipt, or prepaid registered mail:
| Party | Notice Information |
| Reis Informatica Inc. | Henrique Reis, President 1-565 Trillium Drive, Kitchener, ON N2R 1J4 Email: henrique.r@reisinformatica.com |
| Client | As set out in the applicable Sales Order. |
Notices sent by registered mail are deemed received three (3) business days after mailing. Notices sent by email are deemed received the next business day after sending, provided no delivery failure is received.
14.4 Counterparts and Electronic Signature #
This Agreement is executed through the applicable Sales Order. The Sales Order may be signed in counterparts and delivered by electronic signature, each of which shall be deemed an original and together constitute one binding agreement.
14.5 Severability #
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14.6 Waiver #
A party’s failure or delay in exercising any right shall not constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
14.7 Amendment #
This Agreement may only be amended by a written instrument signed by authorized representatives of both parties. Amendments to commercial terms, device counts, pricing, or service deviations are documented in a revised Sales Order, which may be executed without re-executing this MSA.
