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Managed Services
Terms & Conditions

At Rogue Tech Pros, we strive to keep legal jargon to a minimum. But having clear terms ensures we’re all on the same page and have the same expectations. These Terms & Conditions apply to ALL Managed IT Services Agreements we enter into with our clients and are incorporated by reference into each contract.
 
Previous versions of these Terms & Conditions may be attached below where applicable.
 
Last Updated: October 25, 2025
Effective Date: October 25, 2025

Terms & Conditions

Confidentiality

Mutual Confidentiality Obligation:

Rogue Tech Pros and Client mutually agree to consider and hold all matters relating to each other's business in strict confidence and shall not disclose same without the prior written consent of the other party, unless required to do so by law.


Confidential Information Defined:

"Confidential Information" includes, but is not limited to:

  • Business operations, processes, and strategies
  • Financial information, pricing, and client lists
  • Technical information, passwords, and system configurations
  • Proprietary software, tools, and methodologies
  • Employee and contractor information
  • Trade secrets and intellectual property
  • Any information marked as "confidential" or that would reasonably be considered confidential

Exceptions:

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of this Agreement
  • Was rightfully known prior to disclosure
  • Is independently developed without use of Confidential Information
  • Is rightfully obtained from a third party without breach of confidentiality

Permitted Disclosures by Rogue Tech Pros:

Notwithstanding the above, Rogue Tech Pros shall be permitted to:

  • Disclose that it has performed work for Client, including the general nature of the work performed
  • Use Client's name and logo in marketing materials, case studies, and client lists (unless Client objects in writing)
  • Disclose information as required by law, court order, or government regulation (with notice to Client when legally permissible)

Client Data Access:

Client acknowledges that Rogue Tech Pros will have access to Client's systems, data, and confidential information in order to provide Services. Rogue Tech Pros agrees to:

  • Access Client data only as necessary to provide Services
  • Implement reasonable security measures to protect Client data
  • Not use Client data for any purpose other than providing Services
  • Not disclose Client data to third parties except as necessary to provide Services (e.g., cloud backup providers, security vendors)

Data Breach Notification:

In the event Rogue Tech Pros becomes aware of any unauthorized access to or disclosure of Client's Confidential Information, Rogue Tech Pros will notify Client within seventy-two (72) hours of discovery and will cooperate with Client in investigating and mitigating the breach.


Survival:

The confidentiality obligations in this section survive termination of any Agreement and remain in effect for three (3) years following termination.


Return of Confidential Information:

Upon termination of an Agreement, each party agrees to promptly return or destroy (at the disclosing party's option) all Confidential Information belonging to the other party, except as required to be retained by law or for legitimate business purposes (such as accounting records).



Non-Solicitation

Employee Non-Solicitation:

During the Term of any Agreement and for one (1) year thereafter, Rogue Tech Pros and Client mutually agree not to solicit for employment, hire, or engage as an independent contractor any employee or contractor of the other party without prior written consent.


Liquidated Damages for Employee Solicitation:

If either party hires an employee or representative of the other party (either directly or indirectly) in violation of this provision, the offending party agrees to pay the other party liquidated damages in the amount of $15,000 per individual hired.

The parties agree this amount is fair and reasonable under the circumstances, as actual damages are difficult to adequately determine due to costs including but not limited to: recruitment, training, lost productivity, replacement costs, and business disruption.


Exception for Public Job Postings:

This non-solicitation provision does not prohibit either party from posting general employment opportunities through public job boards, websites, or advertisements. However, it does prohibit targeted recruitment, direct contact, or encouragement of the other party's employees to apply or leave their current position.


Client Non-Solicitation (Rogue Tech Pros Protection):

Client agrees that during the Term of any Agreement and for one (1) year thereafter, Client will not, either directly or indirectly (for themselves or any third party):

  • Solicit any client of Rogue Tech Pros to terminate their relationship with Rogue Tech Pros
  • Encourage any client of Rogue Tech Pros to change their IT services to any competitor
  • Provide information about Rogue Tech Pros' clients to any competitor for the purpose of solicitation
  • Interfere with Rogue Tech Pros' business relationships

Client Non-Solicitation (Client Protection):

Rogue Tech Pros agrees that during the Term of any Agreement and for one (1) year thereafter, Rogue Tech Pros will not, either directly or indirectly (for themselves or any third party):

  • Solicit any client of Client to terminate their relationship with Client
  • Encourage any client of Client to change their services to any competitor of Client
  • Interfere with Client's business relationships in Client's primary industry

Liquidated Damages for Client Solicitation:

If either party successfully solicits a client of the other party in violation of this provision, or if a competitor utilizes information provided by the offending party to solicit a client, the offending party agrees to pay liquidated damages calculated as follows:

For each client solicited: The sum of:

  • Previous three (3) calendar months of labor/service fees billed to that client, PLUS
  • Gross profit on products/hardware sold to that client in the previous three (3) calendar months

Example: If a client was billed $1,500/month in services and $500 in gross profit on hardware over 3 months, liquidated damages would be $5,000 ($4,500 + $500).


Definition of "Client":

For purposes of this section, "client" means any individual or entity that:

  • Currently has an active service agreement with the party, OR
  • Has had an active service agreement within the previous twelve (12) months

Mutual Understanding:

Both parties acknowledge that:

  • These restrictions are reasonable in scope, duration, and geography
  • These restrictions are necessary to protect legitimate business interests
  • The liquidated damages provisions are reasonable estimates of actual harm
  • These provisions are severable from the rest of any Agreement

Enforcement:

In the event of a breach or threatened breach of this section, the non-breaching party shall be entitled to:

  • Injunctive relief without the necessity of posting bond
  • Liquidated damages as specified above
  • Reasonable attorney's fees and costs of enforcement
  • Any other remedies available at law or in equity

Force Majeure

No party shall be liable for any failure to perform its obligations under any Agreement where such failure is as a result of events beyond that party's reasonable control, including but not limited to:

  • Acts of Nature (fire, flood, earthquake, storm, hurricane, or other natural disaster)
  • War, invasion, act of foreign enemies, hostilities (whether war is declared or not)
  • Civil war, rebellion, revolution, insurrection, military or usurped power
  • Terrorist activities, confiscation, nationalization, government sanction, blockage, or embargo
  • Labor dispute, strike, or lockout (not involving the party's own employees)
  • Interruption or failure of electricity, internet, telephone service, or other utilities
  • Pandemic, epidemic, or public health emergency
  • Government orders, regulations, or restrictions
  • Cyberattacks affecting critical infrastructure or third-party service providers

Obligations During Force Majeure:

Any party asserting Force Majeure as an excuse shall:

  • Have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events
  • Substantially fulfill all non-excused obligations
  • Provide timely notice to the other party of the likelihood or actual occurrence of the Force Majeure event so that prudent precautions can be taken

Payment Obligations:

Force Majeure does not excuse Client's obligation to pay for Services rendered prior to the Force Majeure event or for ongoing subscription services unless services are completely unavailable due to the Force Majeure event.


Extended Force Majeure:

If a Force Majeure event prevents either party from performing its obligations for more than thirty (30) consecutive days, either party may terminate the Agreement upon written notice without penalty or early termination fees.

Definitions & Interpretations

For the purposes of any Agreement with Rogue Tech Pros, the following terms shall have the meanings set forth below:


"Agreement" means an IT Services Agreement between Rogue Tech Pros, LLC and Client, including all appendices, attachments, proposals, statements of work, these Terms & Conditions, and any amendments executed by both parties.


"Business Days" means Monday through Friday, excluding federal holidays and days when Rogue Tech Pros' office is closed.


"Business Hours" means Monday through Friday, 8:00 AM to 4:00 PM Pacific Time, excluding holidays.


"Client" means the individual or business entity identified in an Agreement who is receiving Services from Rogue Tech Pros.


"Commitment Term" means the initial minimum contract period specified in an Agreement, during which early termination fees may apply.


"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential, including but not limited to business operations, financial information, technical data, passwords, system configurations, and proprietary information.


"Covered Units" means the devices and/or users specified in an Agreement that are covered under the managed services plan.


"Early Termination Fee" means the fee payable by Client if Client terminates an Agreement before the end of the Commitment Term, as calculated in the Agreement.


"Emergency Upgrade" means a request by Client to escalate a Service Request to Critical priority outside of normal priority classifications, subject to additional charges.


"Force Majeure" means events beyond a party's reasonable control, including natural disasters, war, terrorism, pandemics, government actions, utility failures, or cyberattacks on critical infrastructure.


"Minimum Standards" means the hardware and software requirements outlined in an Agreement that Client agrees to maintain for all covered devices.


"Primary IT Contact" means the individual designated by Client to serve as the main point of contact for all IT-related communications.


"Proposal" means a quote, proposal, or statement of work provided by Rogue Tech Pros to Client outlining specific services, pricing, and terms.


"Rate Schedule" means the schedule of rates, charges, and fees for services provided by Rogue Tech Pros, which may be updated from time to time with written notice to Client.


"Required Software" means all software, tools, and agents that Rogue Tech Pros requires to be installed and running on Client's devices in order to provide Services, including but not limited to remote monitoring and management (RMM) tools, antivirus, anti-malware, backup agents, and security software.


"Response Time" means the time between when Rogue Tech Pros is first notified of a Service Request (following proper procedures) and when Rogue Tech Pros communicates with Client about the issue or schedules a time to resolve it.


"Rogue Tech Pros" means Rogue Tech Pros, LLC, an Oregon limited liability company with its principal place of business at 33 N Central Ave #308, Medford, OR 97501.


"Service Request" means any request for IT support, assistance, troubleshooting, or services submitted by Client through the proper channels outlined in the Agreement.


"Services" means all IT support, consulting, maintenance, monitoring, and related services provided by Rogue Tech Pros to Client under an Agreement.


"Statement of Work" or "SOW" means a detailed document outlining the scope, deliverables, timeline, and pricing for a specific project or set of services.


"Term" means the duration of an Agreement, including the Commitment Term and any renewal periods.


"Third-Party Software" means software applications not provided by Rogue Tech Pros, including operating systems, business applications, and utilities that Client uses for business operations.



Interpretation:

Unless the context clearly requires otherwise:

  • Words in the singular include the plural and vice versa
  • References to "include" or "including" are not limiting
  • Headings are for convenience only and do not affect interpretation
  • "Days" means calendar days unless specified as "Business Days"
  • "Writing" or "written" includes email and electronic communications
  • References to sections, appendices, or exhibits refer to sections, appendices, or exhibits of the Agreement
  • All dollar amounts are in U.S. Dollars (USD)


Minimum System Requirements

MINIMUM STANDARDS

To enable Rogue Tech Pros to meet its Service obligations, CLIENT agrees to maintain the following minimum standards for all devices and systems covered under this Agreement:


Workstations and Laptops:
  • Windows 11 (64-bit)
  • Minimum 16GB RAM
  • Solid State Drive (SSD) for primary storage
  • Active and supported operating system (within Microsoft's support lifecycle)

Servers:
  • Windows Server 2016 or newer
  • Appropriate hardware specifications for intended workload
  • Active and supported operating system

Software Licensing:
  • All software must be properly licensed and legal
  • CLIENT is responsible for purchasing and maintaining appropriate software licenses unless otherwise specified in this Agreement
  • Rogue Tech Pros will NOT provide support for any unlicensed, pirated, or illegal software
  • Use of illegal or unlicensed software constitutes a material breach of this Agreement and may result in immediate termination for cause

Network and Internet:
  • Business-grade broadband internet connection with adequate bandwidth (where available)
  • Reliable network infrastructure appropriate for business use


Covered Asset Additions/Removal

DEVICE/USER ADDITION AND REMOVAL POLICY

This policy governs how devices and users may be added to or removed from any managed services agreement.


Adding Devices or Users:

CLIENT may add devices or users to the Agreement at any time by providing written notice to Rogue Tech Pros. New devices or users will be:

  • Added at the current per-unit rate specified in the Agreement
  • Effective the first day of the month following the addition
  • Billed on a full-month basis (no partial month billing)

Removing Devices or Users:

CLIENT may remove devices or users from the Agreement subject to the following tiered notice requirements and conditions:


Tier 1: Up to 10% Annual Reduction

  • Notice Required: 30 days written notice
  • Repricing: No repricing or renegotiation required
  • Effective Date: First day of the month following the notice period

Tier 2: 10% to 25% Annual Reduction

  • Notice Required: 45 days written notice
  • Repricing: Rogue Tech Pros may adjust per-unit pricing to reflect reduced economies of scale
  • Effective Date: First day of the month following the notice period and any repricing discussions

Tier 3: Over 25% Annual Reduction

  • Notice Required: 90 days written notice
  • Repricing: Full renegotiation of Agreement terms and pricing required
  • Effective Date: First day of the month following the notice period and completion of renegotiation
  • Alternative: CLIENT may choose to terminate the Agreement subject to early termination fees if applicable

Calculation of Reduction Percentage:

The reduction percentage is calculated based on the total number of covered units at the beginning of the agreement year (or at the start of the Agreement if less than one year old).

Example: If CLIENT started the year with 20 devices and wants to remove 3 devices (15% reduction), this falls into Tier 2 and requires 45 days' notice with potential repricing.


Emergency Removals:

In cases of genuine business emergencies (company closure, bankruptcy, force majeure events), CLIENT may request expedited removal of devices or users. Rogue Tech Pros will work with CLIENT in good faith but reserves the right to require documentation of the emergency circumstances.


No Partial Month Credits:

Devices or users removed during a month will continue to be billed for the entire month. No partial month credits or refunds will be provided. All removals take effect on the first day of the month following the required notice period.


Replacement Devices:

Replacing an existing device with a new device (such as upgrading a computer) does not count as a removal and addition. The replacement device will be covered under the existing Agreement at no additional cost, provided:

  • The replacement device meets Minimum Standards
  • The total number of covered devices does not increase
  • CLIENT notifies Rogue Tech Pros of the replacement within 5 business days

Written Notice Requirement:

All requests to add or remove devices or users must be submitted in writing via email to [email protected] or through CLIENT's designated Primary IT Contact. Verbal requests will not be considered valid notice.



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