1. Services Description.The Managed Service plan is designed to provide pro-active monitoring and support services that anticipate and prevent IT problems before they occur. The Service is built upon the successful installation and configuration of technologies that MSP’ Helpdesk Team and Professional Services Team utilize to monitor and maintain critical technology systems.2. Deliverables DescriptionMSP will deliver the Service pursuant to the terms of this SOW. This SOW will serve to describe the on-going Services in detail.2.1. Hardware and Software Licensing and SupportMSP shall provide support of all hardware and systems specified in Section 5, provided that all Hardware is covered under a currently active Vendor Support Contract; or replaceable parts are readily available, and all Software is Genuine, Currently Licensed and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement, and an appropriate replacement will be recommended. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.2.2. Monitoring ServicesMSP will provide on-going monitoring and security services of all critical devices as indicated in attached Section 5. MSP will provide monthly email reports as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, MSP shall make every attempt to rectify the condition in a timely manner through remote means.2.3. Services Outside Standard Business HoursAfter Hours based services performed outside of the hours of 8:00 am – 6:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Section 6.2.4. Managed ServicesMSP will provide or support remote day to day maintenance, troubleshooting, security, administration, data backups, unified communications, network monitoring.2.5. Professional ServicesMSP will provide at additional cost listed in agreement under professional services including consulting, data migrations, deployments, onboarding, advanced troubleshooting, or other project-based work.3. Minimum Compliance Standards:In order for Client’s environment to qualify for Managed Services, the following requirements must be met:a. All Servers with Microsoft Windows Operating Systems must be running Windows 2012 Server or later and have all of the latest Microsoft Service Packs and Critical Updates installed.b. All Desktop PCs and Notebooks/Laptops with Microsoft Windows Operating Systems must be running MAC OS, Windows 8 Professional, or later, and have all Microsoft Service Packs and Critical Updates installed.c. All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.d. The environment must have a Backup Solution for Support IT or Remote IT.e. Email must be protected with licensed, server-based Spam filter.f. Any Wireless data traffic in the environment must be secured with a minimum of 128bit data encryption.g. Servers must be 5 years old or less and PCs and laptops must be 6 years old or less in age.h. All additional hardware and software must be vendor support and covered under a vendor maintenance agreement.Costs required to bring Client’s environment to Minimum Standards are additional hourly charges shown Section 6.0.4. SOW Terms4.1 Included ServicesService rendered under this Agreement includes the following features:a. 8:00 AM – 6:00 PM Web Help Desk (Monitor Support Tickets)b. 8:00 AM - 6:00 PM Network Monitoringc. Virus Definition Updatesd. Microsoft Patch Managemente. On-Site (and Remote if used) Backup Monitoring of Client Backup solutionf. Spyware Monitoring and Removalg. Add and Remove Users from Server (Active Directory)h. Spam filtering using the MSP Email Manageri. Executive Monthly Report – Professional Services Teamj. Install standard server software including annual anti-virus renewals or new anti-virus software if recommended,Windows updates, other monitoring software updates. (Labor only. Software and hardware costs are additional.)k. Install standard PC software including anti-virus upgrades, windows updates, printer drivers, and Microsoft office updates. (Labor only. Software and hardware costs are additional) (1)l. Twice per year a technician will come on-site and conduct a thorough audit and tune up of your network and servers.m. Technology Review and Planning Meeting once per quarter.n. Vendor Liaison4.2 Excluded ServicesService rendered under this Agreement does not include:a. Parts, equipment or software not covered by vendor/manufacturer warranty or support.b. The cost of any parts, equipment, or shipping charges of any kind.c. The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.d. The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.e. The cost to bring Client’s environment up to minimum standards required for Service Compliance.f. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.g. Service and repair made necessary by the alteration or modification of equipment other than that authorized by MSP, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than MSP.h. Maintenance of Application software packages, whether acquired from MSP or any other source unless as specified in Section 6.0.i. Programming (modification of software code) and program (software) maintenance.j. Website creation or maintenance.k. Travel Costs.l. Training Services of any kind.m. POS Hardware will be serviced by 3rd Party Provider.n. Installation of NEW hardware and software purchased by Client with MSP recommendation and approval. (1)o. Client agrees that **insured** developed websites and materials are not required to be compliant with ADA regulations, unless otherwise specified in this Agreement.p. Professional Services4.3 Travel costsTravel costs to and from Client’s primary location of business for on-site will be charged a minimum trip fee or $50.00, or per mile fee (base on IRS standards) and a half rate hourly fee will be accessed.4.4 Service Level Agreement5.0 Supported Technologies and Personnel5.1 Included MSP ServicesSupported Equipment:Windows Monitored Servers Managed Desktops Managed LaptopsPrintersFirewalls, switches, routers, terminals(Other Equipment/Vendors listed in section 5.3 - IP based equipment)Non-Supported Equipment:Hardware that does not have vendor support contract.Standard Supported Applications:MS Office 2010 or above MS Windows 8 Pro or above Mac Operating System Server 2012 R2 or above Adobe Acrobat 10 or aboveBusiness Software listed in section 5 of SOW5.2 Location(s) where services are to be performed:Remote from IGTech365.Onsite services are considered professional services and subject to rates listed in agreement.Non-Supported Applications:Software that does not have vendor support contractsRemote support will be done from the offices of MSP, over the phone, web help desk communication, or through email. With the prior approval of CLIENT, from time to time equipment may be brought to the offices of MSP for service.5.3 3rd Party Supported ProvidersClient authorizes MSP to contact the 3rd party support providers on behalf of Client. Client also authorizes MSP to make changes on behalf of Client.Communications with vendors listed below will be incorporated into the scope of this Agreement. The addition of 3rd Party Vendors not listed at the signing of this Agreement, if acceptable to MSP, may result in an adjustment to the Client’s monthly charges. This listshould refer to “3rd Party Supported Applications” reference in section 4.2 above.Must have all listed to be covered under support in section 6: Digital Copiers, Phone Service, Non-Windows Servers, etc.6.0 Service and Fee Schedule6.1 FeesFees for Service will be (shown in Statement of Work – Client Agreement) per month with invoices sent 30 days ahead and will be due by the 1st of each month. The Service will begin on the SOW Effective Date – so first invoice is due by this date which includes advanced billing of second month, and next invoices will come about this time due by the 1st of the next month). The Service will be suspended if payment is not received within 15 days following date due.The SOW amount applies to labor only. All other expenses, such as hardware and software, will be in addition to the SOW and will be invoiced separately and due on delivery. There will be a penalty charge, 10% of invoice, on any invoice not paid within 10 days of due date, and an additional service charge of 1.5% per month on any unpaid invoices over thirty days.Customer agrees to pay all the costs, expenses or damages IGTech365 incurs because of Customer failure to pay, including, without limitation, reasonable attorneys' fees and other costs of collection. In the event of any dispute arising out of the enforcement or defense of the agreement, the prevailing party in such dispute shall be entitled to recover from the non- prevailing party its reasonable attorneys' fees and costs, including fees and costs on appeal or in bankruptcy. Legal proceedings arising from or in connection with the application or interpretation of the agreement shall be submitted to the exclusive jurisdiction of the courts that lie within Hillsborough County, state of Florida. IGTech365 and customer agree to waive our respective rights to trial by jury.6.2 Hourly Rates for Additional Work.Listed in Statement of Work – Client Agreement. (Professional Services)Each onsite visit will have a trip charge. Any afterhours work requested by client. Trip charges, remote and onsite work, and emergency work will be invoiced on a regular basis. There will be a service charge of 1.5% per month on any unpaid invoices over thirty days.6.3 Fee IncreasesIncrease in Consumer Price Index (CPI). If during the initial term or any renewal term there is an increase in the CPI as published by the Bureau of Labor Statistics (www.bls.gov/cpi) over the CPI reported for the month of the SOW Effective Date, we may increase your fees by the same percentage as the increase in the CPI, provided that we may not increase your fees under this subsection more often than once per twelve (12) months, and we must give you at least thirty(30)days advance written notice of the increase. (Example: If you signed during June of2009 the CPI was 215.693 and then April of 201 it was 218.009 the increase during that time was 1.07%, we may raise your fees by up to 1.07%, and then cannot raise them again for another 12 months)6.4 Terms of ServiceThe term of the Service will be (shown in Statement of Work – Client Agreement) 1 years from SOW Effective Date. The SOW Agreement automatically renews for a subsequent (shown in Statement of Work – Client Agreement) 1 years beginning on the day immediately following the end of the initial term, unless either party gives the other sixty (60) days prior written notice of its intent not to renew this agreement.6.5 Terminationa. This SOW Agreement may be terminated by the Client for any reason during the first 60 days, with a written notice received before the end of 60 days from SOW Effective Date. Client will only be responsible for the Fees of the first 60 days and no other termination fees.
b. After the first 60 days until the end of the term of this SOW Agreement:
1.SOW Agreement may be terminated for cause by the Client upon sixty (60) days written notice if IGTech365 fails to fulfill in any material aspect of its obligations under this SOW Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
2.SOW Agreement may be terminated for convenience by the Client at any time upon sixty 60 days written notice with an early termination fee equal to remaining agreement term.
3.Client will not be charged an early termination fee under this Section in the event Client terminates this SOW Agreement as part of an agreement to establish a new SOW Agreement with MSP.
4.SOW Agreement may be terminated for cause by MSP upon sixty (60) days written notice if there is a breach of Clients payments or terms of this contract.
5.SOW Agreement may be terminated for convenience by the MSP at any time upon sixty (60) days written notice with the no termination fee.
6.SOW Agreement may be terminated for convenience by MSP at any time upon sixty(60)days written notice with no termination fee.
c. If either party terminates this SOW Agreement after the first 60 days, IGTech365 will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay IGTech365 the actual costs of rendering such assistance as well as above termination fees.
6.6 TaxesUnless otherwise noted, the price of the materials or services IGTech365 has agreed to provide to Customer do not include any applicable taxes, which are in addition to the agreed upon price.Customer is solely responsible for any sales, ad valorem or other taxes that may be due as identified by government tax agency(s); Customer agrees to immediately directly pay or to reimburse IGTech365 for the payment of such taxes provided Customer has been notified in writing of such fee due.7.0 Other Provisions7.1 INDEPENDENT CONTRACTORIGTech365 is an independent contractor. Nothing herein shall be deemed to create an agency, partnership or joint venture between the parties, nor as creating or establishing an employer/employee relationship. IGTech365 shall retain independent contractor status throughout the term of this Agreement and shall use its own discretion in performing the tasks assigned, including manners, methods and times of such performance.7.2 INDEMNIFICATIONCustomer agrees to indemnify while holding IGTech365 including personnel harmless up to amounts of the services pay herein from and against including; any and all claims, demands, actions, and proceedings that may be asserted or instituted against IGTech365 on the grounds that any material printed, posted, or transmitted by IGTech365 on Customer behalf, supplied by customer, including but not limited to IGTech365 site content, violates any applicable governmental statute, rule or regulation, or any copyright or proprietary right of any person, or that it contains any material that is obscene or unlawful, or that is libelous or scandalous, or invades any person's right to privacy or other personal or other rights or privileges.7.3 NON-SOLICITATION OF IGTech365 EMPLOYEES ANDCONTRACTORSClient andIGT365mutuallyagreethat, during the term of this agreement and for thirty-six months after the term ends, it (i)will not induce or attempt to induce any employee or contractor of the other to leave his or her employment or contract with the other, (ii) so licit or attempt to solicit any employee or contractor of the other to leave his or her employment with the other, or (iii)hire in any capacity any person who has been employed or hired by the other at any time in the previous twenty-four months. Each party agrees that a violation of the non-solicitation obligations will cause the other irreparable harm and will entitle the other to, among other remedies, immediate injunctive relief. Each party agrees that each of the non- solicitation obligations are reasonable in both time and scope are reasonably necessary to protect the others legitimate business interests.7.4 INTELLECTUAL PROPERTY & DELIVERABLESAll applicable common law and statutory rights in any intellectual property employed in the furtherance of this agreement, including but not limited to rights in confidential and trade secret material, source code, object code, trademarks, service marks, patents, and copyrights, shall be and remain the property of their respective owners. Each party is prohibited from distributing, transferring possession of, or otherwise making available the other's information or deliverables to any third party.7.5 OWNERSHIPComputers, Equipment, goods, services and data remains the property of IGTech365 until the Company is paid in full.7.6 ASSIGNMENTNeither party may assign the other’s rights or obligations under the agreement to anyone else without our prior written consent. Any purported assignment will not operate to relieve any liability under the agreement. IGTech365 may not assign any or all our rights and obligations under this agreement to any affiliate, principal, or subsidiary of IGTech365with- out the Customers prior written consent and approval.7.7 LIMITED WARRANTYAll Other Warranties Excluded. IGTech365warranties the work performed and will be done in a using; 3rd party security applications, patches, products and tools. IGTech365 is not responsible for 3rd party services which have been resold to Customer. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PURPOSE, WHICH WARRANTIES ARE EXPRESSLY EXCLUDED.7.8 MANAGED SERVICE CHANGESCustomer may reduce workstations/servers receiving managed services by 10% of the max number of users achieved without penalty. A per user early termination fee equal to remainder on contract term.7.9 INSURANCEIGTech365 advises customer to maintain cyber insurance for first party losses, including lost revenue at sufficient levels to protect the Customer's operation and interests. Damages are the Customer's responsibility unless IGTech365 is proven to be negligent in a court of law. In situations where HIPPA and PCI compliance is needed the Customer will maintain compliance, and carry additional insurance to cover the first party.7.10 CONFIDENTIAL INFORMATIONThe Parties shall: (i)Refrain from disclosing any Confidential Information to third parties for two(2) years following the date the Party first discloses such Confidential Information to the other Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (ii) Take reasonable security precautions, at least as great as the precautions takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except in pursuance of the Parties' business relationship with each other, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering ,decompiling or disassembling any software code and/or pre- release hardware devices disclosed, except as expressly permitted by applicable law. The undersigned acknowledge having read and agree to the provisions of this Service Agreement in its entirety, including without limitation the Terms and Conditions, Scope of Work and Fee Schedules, all of which together constitute the Service Agreement.7.11 LIMITATION OF REMEDIESSUBJECT TO EXCLUSION CAP OF THREE TIMES THE FEES PAID BY CUSTOMER TO IGTech365 THE PREVIOUS 12 MONTHS, IGTech365 SHALL THEN NOT BE RESPONSIBLE FOR ANY ADDITIONAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, MENTAL ANGUISH, EMOTIONAL DISTRESS, PAIN AND SUFFERING, OR FINANCING CHARGES RESULTING DIRECTLY OR INDIRECTLY FROM ANY BREACH OF THE AGREEMENT OR ANY WARRANTY OR ANY OTHER ALLEGED ACT OR OMISSION BY US OR ANY OF OUR AGENTS, REPRESENTATIVES, EMPLOYEES, OR SUBCONTRACTORS, WHETHER BASED UPON LOST GOODWILL, LOST PROFITS, LOSS OF USE OF MONEY, LOSS OF DATA OR INTERRUPTION IN ITS USE OR AVAILABILITY. IN THE EVENT OF ANY BREACH BY IGTech365 OF THE LIMITED WARRANTY SET FORTH ABOVE, CUSTOMER REMEDIES WILL BE LIMITED TO REPAIR, REPLACEMENT OR CORRECTION OF ANY SUCH DEFECTIVE MATERIALS OR SERVICES. UNDER NO CIRCUMSTANCES WILL IGTech365's LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE AMOUNT CUSTOMER HAS PAID TO IGTech365 FOR THE ALLEGEDLY DEFECTIVE MATERIALS OR SERVICES. IGTech365 IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CLIENT CHANGES, MODIFICATIONS, OR LACK OF SERVICES TO THE OPERATING CHARACTERISTICS OF ANY COMPUTER HARDWARE, OPERATING SYSTEM OR NETWORK FOR WHICH THE SERVICES ARE PROVIDED, NOR IS IGTech365 RESPONSIBLE FOR ANY PROBLEMS OR LOSSES THAT RESULT FROM THE USE, OR LACK THEREOF, OF SOFTWARE, SERVICES OR HARDWARE NOT PROVIDED BY IGTech365 OR BY 3RD PARTY SERVICE PROVIDERS UNDER THIS AGREEMENT.7.12 FORCE MAJEUREIGTech365 shall not be responsible for any delays in performance in whole or part from any cause beyond our foreseeable and reasonable control, including but not limited to delays caused by other acts of God, force majeure, war, terrorism, natural disaster, and shortages of materials or labor strike.If any provision of this agreement is held by a court to be invalid or unenforceable, the validity and enforceability of the remaining provisions of the agreement shall not be affected. The agreement shall be interpreted and enforced according to the laws of the State of Florida.It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and outline in a separate SOW.By signing this Contract, the Parties hereto agree to all terms, conditions and covenants contained herein and that they are authorized to make such decisions for their respective organizations. The Parties acknowledge that this is a legally binding Contract and the Parties fully acknowledge that they each have accepted this Contract of their own free will. This Contract is effective only upon execution by MSP and Client.