Agreement No. MSA-2026-0417
Master Services · Schedule A
Confidential — Executed Copy
Master Services Agreement

Managed IT
Services Agreement

Effective as of July 1, 2026 (the “Effective Date”), by and between the parties below.
Service Provider
Meridian IT Partners, LLC
1820 Beacon Tower, Suite 600
Austin, TX 78701
Referred to throughout this Agreement as the “Provider.”
Client
Halcyon Dental Group, P.A.
4400 Cypress Medical Park, Bldg. 2
Round Rock, TX 78664
Referred to throughout this Agreement as the “Client.”
Background

The Client operates a five-location dental practice that depends on continuous, secure access to patient-record, imaging, and scheduling systems. The Provider delivers managed information-technology services to healthcare practices and maintains the staff, tooling, and certifications to support the Client's environment.

The Client wishes to engage the Provider to monitor, maintain, secure, and support its technology environment on an ongoing retainer, and the Provider agrees to do so on the terms set out in this Agreement and its attached Schedules.

Monthly Retainer
$3,200/mo
Billed monthly in advance
Initial Term
12 months
Auto-renews in 12-mo terms
Uptime Target
99.9%
Monitored network & backups
Onboarding
$1,500
One-time, due at signing
Managed IT Services Agreement Client Initials Page 1 of 5 · MSA-2026-0417
Scope of Services & Service Levels Articles 1 – 2
1
Scope of Managed Services
1.1The Provider will deliver the managed information-technology services described below (the **Services**) across all five Client locations, for an agreed environment of up to 60 supported workstations, 6 servers, and the network equipment connecting them.
Helpdesk & Support
Unlimited remote and scheduled on-site support during business hours, with after-hours escalation for Severity 1 events.
Network Monitoring
24/7 automated monitoring of servers, firewalls, switches, and internet links with proactive alerting.
Backup & Recovery
Nightly encrypted backups of all servers and patient-record systems, with monthly restore verification.
Security Patching
Managed OS and third-party patching, endpoint protection, and quarterly vulnerability review.
1.2Work outside this scope — including new-location buildouts, hardware purchases, software licensing, structured cabling, and dental-imaging vendor integrations — is **out of scope** and will be quoted separately as a project before any work begins.
2
Service Levels & Response Targets
2.1The Provider will respond to and work to resolve support requests according to the severity targets below, measured during the applicable support window. "Response" means the time to first human acknowledgement; "Resolution" is the Provider's good-faith target, not a guarantee where a third party controls the fix.
Severity
Definition
Response
Resolution
S1
Critical — a location is down or patient records are inaccessible.
15 min
4 hours
S2
High — a core system or multiple users impaired, work continues degraded.
1 hour
1 business day
S3
Standard — a single user or non-critical issue with a workaround available.
4 hours
3 business days
S4
Request — new account, install, or scheduled change with no service impact.
1 business day
5 business days
2.2If the Provider misses the Response target for a Severity 1 event in a given month, the Client receives a service credit of 5% of that month's retainer per missed event, up to one full month's retainer. Service credits are the Client's sole remedy for missed response targets.
Service scope and levels are continued and qualified by Article 3 (Fees) and Article 6 (Warranties & Liability).
Managed IT Services Agreement Client Initials Page 2 of 5 · MSA-2026-0417
Fees, Billing & Term Articles 3 – 4
3
Fees & Payment
3.1In consideration for the Services, the Client will pay the Provider the recurring monthly retainer and the one-time onboarding fee set out below. The retainer is billed monthly in advance; the onboarding fee is due at signing.
Onboarding & Environment Assessment
One-time — documentation, agent deployment, baseline hardening. Due at signing.
$1,500.00
Managed Services Retainer
Recurring — all Services in Article 1. Billed on the 1st, monthly in advance.
$3,200.00 / mo
Retainer × Initial 12-Month Term
$3,200 × 12 months of recurring service.
$38,400.00
First-Year Contract ValueOnboarding $1,500 + Retainer $38,400 over the Initial Term
$39,900.00
3.2Invoices are due within 15 days of the invoice date. Amounts unpaid after 30 days accrue interest at 1.5% per month. If any retainer invoice is more than 30 days past due, the Provider may suspend non-critical Services on 5 business days' written notice until the balance is paid.
3.3The Provider may adjust the retainer once per renewal term, effective at renewal, on at least 60 days' written notice. The first-year retainer is fixed and will not change during the Initial Term.
4
Term & Renewal
4.1This Agreement begins on the Effective Date and continues for an **Initial Term** of 12 months. Onboarding will be completed within the first 30 days, after which ongoing Services run continuously.
4.2At the end of the Initial Term, this Agreement **automatically renews** for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the then-current term ends.
Continuity Safeguard
On any non-renewal or termination, the Provider will support an orderly 30-day transition — exporting configurations, documentation, and credentials to the Client or its incoming provider — for the standard hourly rate, so patient-care systems never lose coverage.
Termination rights, including termination for cause and for convenience, are set out in Article 5.
Managed IT Services Agreement Client Initials Page 3 of 5 · MSA-2026-0417
Termination, Warranties & Liability Articles 5 – 6
5
Termination
5.1Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches it and fails to cure that breach within 15 days of written notice describing it. Non-payment uncured for 30 days is a material breach.
5.2Termination for convenience. Either party may terminate this Agreement for any reason on 30 days' prior written notice. The Client remains responsible for the retainer through the end of the notice period; prepaid fees beyond the termination date are refunded on a pro-rata basis.
5.3Effect of termination. On termination, the Provider will return or securely destroy Client data at the Client's election, deliver final documentation, and provide the 30-day transition assistance described in Section 4.2. All amounts owed through the termination date become due immediately.
6
Warranties, Liability & Confidentiality
6.1Service warranty. The Provider warrants that the Services will be performed in a professional, workmanlike manner consistent with industry standards for managed IT in a healthcare setting. The Client's sole remedy for a breach of this warranty is re-performance of the deficient Services at no additional charge.
6.2Data protection. The Provider will maintain administrative, physical, and technical safeguards appropriate to the Client's environment and, where it handles protected health information, will execute and comply with the Business Associate Agreement attached as Schedule B.
6.3Limitation of liability. Except for breaches of confidentiality, the data-protection obligations, or a party's gross negligence or willful misconduct, neither party is liable for indirect or consequential damages, and each party's total liability is capped at the fees paid under this Agreement in the 12 months before the claim.
6.4Confidentiality. Each party will keep the other's confidential information in confidence, use it only to perform this Agreement, and protect it with the same care it uses for its own — in no event less than reasonable care. This obligation survives termination for three years.
Insurance
The Provider will maintain commercial general liability, professional liability (errors & omissions), and cyber-liability coverage of at least $1,000,000 per occurrence throughout the Term, and will name the Client as an additional insured on request.
General provisions, the deal recap, and the signature blocks appear on the final sheet (Article 7).
Managed IT Services Agreement Client Initials Page 4 of 5 · MSA-2026-0417
General Provisions & Execution Article 7 · Signatures
Deal Recap
Monthly Retainer
$3,200/mo
Onboarding
$1,500
Initial Term
12 mo · auto-renew
Uptime / S1 Response
99.9% · 15 min
7
General Provisions
7.1Notices. Notices must be in writing and sent to the addresses on the first page, by email with confirmation or by courier, and are effective on receipt.
7.2Governing law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Venue for any dispute lies in the state and federal courts of Travis County, Texas.
7.3Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its assets.
7.4Severability & entire agreement. If any provision is held unenforceable, the rest remains in effect. This Agreement, with Schedules A and B, is the entire agreement between the parties and supersedes all prior discussions. It may be amended only in a writing signed by both parties.
7.5Counterparts. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and together one instrument.
In witness whereof
The parties, intending to be legally bound, have executed this Managed IT Services Agreement as of the Effective Date.
The Provider
For and on behalf of
Meridian IT Partners, LLC
Authorized Signature
Name & Title
Date
The Client
For and on behalf of
Halcyon Dental Group, P.A.
Authorized Signature
Name & Title
Date
Managed IT Services Agreement · Meridian IT Partners & Halcyon Dental Group Page 5 of 5 · MSA-2026-0417