Now accepting Q4 2026 engagements
This Master Services Agreement (this "MSA" or "Agreement") applies to all services provided by Hawk Services LLC dba Hawk Operations ("Hawk," "we," "us," or "our") to any client ("Client," "you," or "your") who signs a quote referencing this Agreement.
Hawk provides bookkeeping, trust accounting, accounts payable, accounts receivable, reconciliation, financial reporting, and related professional services for property management companies and real estate operators.
Each signed quote, together with this Agreement, forms a separate binding contract between the parties.
The services Hawk will perform, their scope, and their pricing are set out in the line items of each signed quote. Services not described in a signed quote are out of scope.
A quote becomes binding when signed by both parties. Where a quote and this Agreement conflict, this Agreement controls unless the quote expressly states otherwise.
1.1 Multiple quotes. Client may have more than one quote in effect at a time. Each quote governs only the services described in it. A later quote does not supersede, amend, or terminate an earlier one unless it expressly says so.
1.2 Right to outsource. Hawk may perform the Services, in whole or in part, through its employees, contractors, affiliates, and subcontractors, provided Hawk remains responsible for their performance and for their compliance with the confidentiality and data-security obligations of this Agreement.
1.3 Independent contractor. Hawk performs the Services as an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Neither party has authority to bind the other except as expressly provided. Hawk is solely responsible for all taxes, wages, benefits, and statutory obligations of its personnel.
2.1 Recurring services. Ongoing monthly services. Recurring services may be priced per unit, per entity, or as a flat monthly fee, as set out in the quote. They begin on the date specified in the quote and continue month to month until terminated under Section 5.
2.2 Project work. Defined-scope engagements with a fixed deliverable and a fixed fee. Work outside the described scope requires a new quote or a change order.
2.3 Hourly services. Professional services provided on an hourly basis, including catch-up bookkeeping, cleanup of prior-period or unreconciled accounts, consulting, training, troubleshooting, and general support. Hourly services are billed at the rate set out in the quote, currently $100.00 per hour, based on actual time spent and rounded to the nearest tenth of an hour.
Hourly services may be sold in prepaid blocks of hours. Where work requires more hours than the blocks purchased, Hawk will notify Client and additional blocks require a new quote. Hawk will not exceed purchased hours without Client's written approval.
3.1 Pricing. Fees are set out in the applicable quote.
3.2 Billing cadence. Recurring services are invoiced monthly in advance. The invoice is issued on the 5th of each month and payment is due on receipt. Mid-month starts are pro-rated daily. Hourly services are invoiced monthly in arrears on actual hours worked, except prepaid blocks, which are invoiced at purchase. Project fees are 100% due at signing unless the quote specifies otherwise.
3.3 Payment method. Payment may be made by ACH, check, or other method agreed in writing. All amounts are stated and payable in U.S. dollars.
3.4 Late payment. If Client fails to make any payment when due and such failure continues for fifteen (15) calendar days after written notice from Hawk, Hawk may suspend performance until all outstanding amounts are paid in full. Unpaid invoices may accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower. Suspension is not termination, and Client's payment obligations continue to accrue during any suspension.
3.5 Annual fee adjustment. Hawk may adjust fees for recurring services by up to five percent (5%) annually, beginning on the first anniversary of the quote effective date. Adjustments take effect automatically and appear on the first invoice following the anniversary.
3.6 Taxes. Fees are exclusive of all taxes. Client is responsible for all applicable sales, use, excise, value-added, and similar taxes other than taxes based on Hawk's net income.
3.7 Non-refundable. Except as expressly stated, all fees paid are non-refundable and non-creditable.
Client shall:
Client acknowledges that the accuracy and timeliness of information supplied to Hawk is the sole responsibility of Client, and Hawk shall be held harmless from any liability resulting from the accuracy or timeliness of financial information provided.
Delays caused by Client's failure to meet these obligations may result in adjusted timelines and do not constitute a breach by Hawk.
5.1 Term. This Agreement applies from the date Client signs a quote referencing it and remains in effect until all quotes between the parties have terminated.
5.2 Termination of recurring services. Either party may terminate recurring services under a quote by giving thirty (30) days' written notice. Services continue through the end of the notice period.
5.3 Termination of hourly services. Either party may terminate hourly services by giving thirty (30) days' written notice. All charges for hours worked through the termination date are due in full, including any final period not yet invoiced. Unused prepaid hours are refunded on a pro-rata basis where Hawk terminates, and are non-refundable where Client terminates.
5.4 Project work. Once project work has commenced, Client is obligated to pay the full project fee. If Client discontinues the project before completion, fees paid are non-refundable and any remaining balance becomes immediately due.
5.5 Hawk termination right. Hawk may terminate any quote, with or without cause, on thirty (30) days' written notice to Client.
5.6 Effect of termination. Termination of one quote does not terminate any other quote or this Agreement. Provisions that by their nature survive termination, including payment obligations, confidentiality, limitation of liability, indemnification, and data ownership, survive.
5.7 Closeout fee. If Client ceases operations, sells the business, or otherwise discontinues the need for recurring services without providing the full thirty (30) day notice period required by Section 5.2, a closeout fee equal to one (1) month of the then-current recurring fees applies. The closeout fee covers the administrative cost of closing out the engagement, transitioning data, and finalizing outstanding work. It is waived where Client provides the full thirty (30) day notice.
5.8 Transition assistance. For up to thirty (30) days following termination, Hawk will, on Client's written request, reasonably cooperate in transitioning the Services to Client or a successor provider, including providing access to records, reconciliations, and documentation prepared in the ordinary course. Transition assistance beyond collecting and delivering existing records is billed at Hawk's standard hourly rate then in effect.
Changes to the scope of services described in a signed quote must be agreed in writing by both parties before the changed services begin. Hawk may adjust fees and timelines to reflect agreed scope changes. Scope changes are documented by a new quote, a change order, or an amendment to an existing quote.
Each party may receive information from the other that is confidential or proprietary, including financial data, operational data, tenant and owner information, pricing, methodologies, business processes, and client information ("Confidential Information"). Each party agrees to use Confidential Information solely to perform under this Agreement, to protect it with the same care it uses for its own confidential information and in no event less than reasonable care, and not to disclose it to any third party except to employees, contractors, or advisors with a need to know who are bound by similar obligations. Confidentiality obligations survive termination for three (3) years.
Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party; was known to the receiving party before disclosure, without restriction; is received from a third party without breach of any confidentiality obligation; is independently developed without use of or reference to the disclosing party's Confidential Information; or is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice where legally permitted and a reasonable opportunity to seek a protective order.
7.1 Data security. Hawk will maintain reasonable administrative, technical, and physical safeguards designed to protect Client Materials against unauthorized access, use, or disclosure, including access controls, role-based permissions, encryption of data in transit, and use of reputable platforms for data storage. Hawk will promptly notify Client of any confirmed unauthorized access to or disclosure of Client Materials.
Client retains all rights, title, and interest in its business data, financial records, tenant and owner information, trust account records, and information provided to Hawk ("Client Data"). Hawk retains all rights, title, and interest in its pre-existing and independently developed materials, including templates, methodologies, processes, tools, and know-how ("Hawk IP"). Deliverables produced specifically for Client are licensed to Client for its internal business use, and Hawk retains ownership of the underlying Hawk IP used to create them.
8.1 Data retention and return. On expiration or termination, Hawk will, at Client's written request made within thirty (30) days, return or provide access to a reasonable export of Client Data in the format Hawk maintains in the ordinary course. Hawk may retain copies as required by law, professional standards, or routine backup and archival processes, subject to continued confidentiality obligations.
Hawk will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for property management bookkeeping and trust accounting.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, HAWK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Hawk makes no warranties regarding any third-party software, platforms, or services used in connection with the engagement, and any such third-party products are provided "as is" by their respective providers.
9.1 Trust accounting and regulatory compliance. Client acknowledges that Client is the licensed or responsible party for any trust, escrow, broker, property management, or similar account maintained in Client's name, and that Client retains ultimate responsibility for compliance with applicable state trust-accounting rules, broker licensing requirements, tenant-fund handling, and similar regulatory obligations. Hawk's services are administrative and bookkeeping in nature and do not constitute legal, regulatory, fiduciary, tax, or compliance advice. Client is responsible for reviewing and approving material reconciliations, financial statements, and regulatory filings prepared by Hawk.
9.2 Right to decline. If Client directs an action that Hawk reasonably believes would violate trust-accounting rules or professional standards, Hawk will decline to perform it and notify Client in writing. Declining on this basis is not a breach of this Agreement.
To the maximum extent permitted by law, Hawk's total liability under this Agreement, regardless of the cause of action, shall not exceed the fees paid by Client to Hawk in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or lost business opportunities, even if advised of the possibility of such damages.
Each party shall indemnify, defend, and hold the other harmless from third-party claims, damages, and reasonable costs including attorneys' fees arising from its breach of this Agreement, its negligent or willful acts or omissions, or its infringement of a third party's intellectual property rights. Client additionally indemnifies Hawk for claims arising from inaccurate or incomplete financial or operational data provided by Client, and from any trust-accounting, licensing, or fiduciary obligation of Client. The indemnifying party's obligations are conditioned on prompt written notice of the claim and reasonable cooperation from the indemnified party.
Neither party shall be liable for any failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, labor disputes, governmental action, internet or utility outages, or third-party platform failures. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.
13.1 Entire agreement. This Agreement, together with each signed quote, constitutes the entire agreement between the parties with respect to the services described in that quote and supersedes all prior agreements, understandings, and communications, whether written or oral.
13.2 Amendments to a quote. No modification of a signed quote is effective unless in writing and signed by both parties.
13.3 Amendments to this Agreement. Hawk may update this Agreement from time to time. The version in effect on the date a quote is signed governs that quote for its duration. Updates do not apply retroactively to quotes already signed.
13.4 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction and venue of any state or federal court located in Missoula County, Montana.
13.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign without consent to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations.
13.6 Notices. Notices must be in writing and delivered by personal delivery, overnight courier, certified mail with return receipt requested, or email with confirmation of receipt. Notices to Hawk go to info@hawkoperations.com. Notices to Client go to the address or email on the signed quote.
13.7 Waiver. Failure or delay by either party in enforcing any right is not a waiver of that right or any subsequent right.
13.8 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
13.9 Counterparts and electronic signatures. A quote may be executed in counterparts, each deemed an original. Electronic signatures and signatures delivered by PDF or an electronic signing platform have the same legal effect as original signatures.
13.10 Non-solicitation. During the term of any quote and for twelve (12) months afterward, Client will not, directly or indirectly, solicit for employment or engagement any Hawk personnel who participated in performing the Services, without Hawk's prior written consent. This does not restrict general public solicitations such as job postings that are not targeted at Hawk personnel.
13.11 Insurance. Hawk will maintain, at its own expense, commercial general liability, professional liability and errors and omissions, and cyber and technology liability insurance with commercially reasonable coverage limits. Certificates of insurance are available on Client's reasonable request.
Questions about these terms?
Email info@hawkoperations.com.