This Service Attachment is between the Provider (sometimes referred to as “we,” “us,” or “our”), and the Client found on the applicable Quotation, Order, or Service Description (sometimes referred to as “you,” or “your,”) and, together with the Quotation, Order, Master Services Agreement, and other relevant Service Attachments or Descriptions, forms the Agreement between the parties the terms to which the parties agree to be bound.
The parties further agree as follows:
- Provider will deliver only the Services itemized in the Managed Services section of the Quotation or Order.
- The following is a list of available Managed Services.
- Additional Services may be added only by entering into a new Order including those Services.
Managed Services
To the extent ordered by Client, Provider will perform for Client the IT Infrastructure Monitoring and Management Services included below.
Server Management
Included Items
- Asset documentation
- Uptime, resource utilization, and critical service monitoring and alerting
- Configuration management
- Application and service management
- Operating system and third-party application patching
- Server backup management and monitoring with quarterly backup testing
- Remote remediation services
- Advanced Endpoint Detection and Response (EDR)
- Threat analysis with 24/7 Security Operations Center (SOC)
Excluded Items
- Major hardware / software upgrades or replacements
- New server installations
Requirements
- Servers must be under manufacturer warranty
- Operating systems and business-critical software must be under active vendor support
Network Management
Included Items
- Asset documentation
- Uptime, resource utilization, and critical service monitoring and alerting
- Configuration management
- Firmware patching
- Configuration backup management and monitoring
- Remote remediation services
Excluded Items
- Hardware replacement
- New hardware installations
Requirements
- Devices must be under manufacturer warranty
- Device firmware must be under active vendor support
Microsoft 365/Google Workspace Management
Included Items
- Configuration management
- License management
- Data backup management and monitoring
- Security best practices implementation
- Security monitoring, detection, and response with SIEM
Computer Management
Included Items
- Asset documentation
- Resource utilization monitoring and alerting
- Configuration management
- Application management
- Operating system and third-party application patching
- Remote remediation services
- Advanced Endpoint Detection and Response (EDR)
- Threat analysis with 24/7 Security Operations Center (SOC)
Excluded Items
- Hardware replacement
- New hardware installations
Requirements
- Computers must be under manufacturer warranty
- Operating systems and business-critical software must be under active vendor support
Mobile Device Management
Included Items
- Asset documentation
- Configuration management
- Application management
- Operating system and third-party application patching
- Remote remediation services
Excluded Items
- Hardware replacement
- New hardware installations
Requirements
- Mobile devices must be under manufacturer warranty
- Operating systems and business-critical software must be under active vendor support
Identity Management
Included Items
- Account documentation
- Account, roles, and permissions management
- Password management software
- Email signature management
- User onboarding and offboarding
Help Desk
Included Items
- Help Desk contact via email, phone, and ticketing system
- Ticket tracking and updating
- Unlimited triage and L1 support
- Escalation for L2 and L3 remote and onsite support
Remote Support
Included Items
- L2 and L3 support provided via remote access to Client’s systems
Onsite Support
Included Items
- L2 and L3 support provided at Client’s premises
Vendor Management
Included Items
- Communication with IT vendors on Client’s behalf to resolve technical issues or questions
Technology Reviews
Included Items
- Ongoing assessment of Client’s IT infrastructure health, issues, and risks
- Generation of reports to track assessments and recommendations
Strategy & Planning
Included Items
Online or onsite meetings can be held to discuss…
- Technology Review findings, recommendations, and next steps
- IT strategy, risks, solutions, budgets, etc.
- Project planning
- Business process improvements
Additional Client Obligations
Hardware Equipment
Client equipment must be maintained under a manufacturer’s warranty or a current maintenance contract. Provider is not responsible for client equipment that is not maintained under a manufacturer’s warranty or maintenance contract or that is otherwise out of order. All fees, warranties, and liabilities against Provider assumes equipment is under a manufacturer’s warranty or maintenance contracts.
Provider in its reasonable opinion and supported by manufacturer information, may designate certain equipment as obsolete or defective, and therefore exclude it from coverage under this Agreement.
Minor On-Site Tasks
Provider may occasionally ask Client to perform simple on-site tasks (e.g., powering down and rebooting a computer). Client agrees to cooperate with all reasonable requests.
Server Upgrades or Repair
Provider will authorize all server upgrades or repairs. Client agrees not to perform any of these actions without notifying us.
Software Media
Client shall obtain and supply all necessary software media with installation keys (if any) upon request. Except for any software provided by Provider in connection with the Services, Client is solely responsible for obtaining all required software licenses, including all client access licenses, if any, for the software products installed on your computers.
Network Change Coordination
Significant Changes to Client’s Network
Client will notify Provider via email of all significant proposed network changes and will provide us with a reasonable opportunity to comment and follow-up regarding those proposed changes.
Research Regarding Network Changes
Evaluation of network change requests sometimes will require significant research, design, and testing by Provider. These types of requests are not covered by this Service Attachment and will be billed at Provider’s then-current rates for time and materials.
Suitability Of Existing Environment
Minimum Standards Required for Services
Client represents, warrants, and agrees that its existing environment meets the following requirements or will obtain upgrades to its existing environment to meet the following requirements within fourteen (14) days of the Effective Date (“Minimum Standards”):
- All servers with Microsoft Windows Operating Systems must be running a version supported by Microsoft.
- All desktop and laptop computers with Microsoft Windows Operating Systems must be running a version supported by Microsoft.
- All server and desktop software must be genuine, licensed and supported by the vendor.
- The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.
Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement and shall billed at Provider’s then-current rates and paid by Client.
Exclusions
Provider is not responsible for failures to provide Services that are caused by the existence of any of the following conditions:
- Expired Manufacturer Warranty or Support - Parts, equipment or software not covered by a current vendor/manufacturer warranty or support.
- Alterations and Modifications not authorized by Provider - Any repairs made necessary by the alteration or modification of equipment other than that authorized by Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Provider.
- Hardware or Software Malfunction – Any time there is a defect or malfunction in any hardware or software not caused by Provider that adversely affects Provider’s ability to perform the Services.
- Client Resource Problems – Any time a problem occurs resulting from a Client resource that are not under Provider’s management or control.
- Network Changes - Any changes Client may have made to the networking environment that were not communicated to or approved by Provider.
- Task Reprioritization - Any problems or failures related to a prioritization or reprioritization of tasks by Client.
- Force Majeure - Any problems resulting from a Force Majeure Event as described in the Master Services Agreement.
- Client Actions - Any problem resulting from Client actions or inactions that were contrary to Provider’s reasonable recommendations.
- Client Responsibilities - Any problems resulting from Client’s failure to fulfill any responsibilities or obligations under the relevant Agreements.
- Internet Connectivity Loss - Any loss of internet connectivity that occurs at Client locations for any reason.
- Software Maintenance - Any maintenance of applications software packages, whether acquired from Provider or any other source.
- Personally-Owned Computers – Personally-owned computers are not covered under the relevant Agreements.
- Provider is not responsible for failure to provide Services that occur during any period of time in which any of the following conditions exist:
- Problem Ticket Management - The time interval between the initial occurrence of a malfunction or other issue affecting functionality and the time Client reports the malfunction or issue to Provider.
- Power Supply Malfunction – Instances where an uninterruptable power supply (UPS) device malfunctions and renders Provider unable to connect to the network or troubleshoot the device in question.
The following list of items are excluded from the scope of included Services, and may incur additional charges or require a separate billable project:
- Scheduled Maintenance - Any part of the Service outside designated or scheduled maintenance windows or other agreed-upon periods of time that are necessary for repairs or maintenance.
- Agreed Temporary Exclusions - Any temporary exclusion that Provider we may request, subject to Client’s approval, to implement changes in applications, environments, conversions or system software.
- Software Maintenance – Unusual work that results from a failed software patch or update that results in an interruption in Client’s business, with the exception of Microsoft Windows updates and patches.
- Programming Modifications - Any programming (modification of software code) and program (software) maintenance occurs.
- Training - Any training service of any kind.
- Software and Web Development - Any Services requiring software and web development work.
- Replacement Software – Implementation of new or replacement software.
- Relocation/Satellite Office – Office relocation/satellite office setup.
- Equipment Refresh – Any equipment refreshes.
The following list of items are costs that are considered separate from the Service pricing:
- Costs Outside Scope of the Service – The cost of any parts, equipment, or shipping charges of any kind. The cost of any third-party vendor or manufacturer support or incident fees of any kind. The cost of additional facilities, equipment, replacement parts, software or service contract.
The following is a list of Services Provider does not perform:
- Hardware Repair – Any hardware repair or maintenance work outside of server and computer modular component changes.
- Third-party Vendor Disputes - The management or involvement with disputes or charges with any third-party vendor, other than issues relating to the technical services.
Term And Termination
Term
This Service Attachment is effective on the date specified on the Order (the “Service Start Date”). Unless properly terminated by either party, this agreement will remain in effect through the end of the term specified on the Order (the "Initial Term").
Renewal
"Renewal" means the extension of any initial term specified on an order for an additional twelve (12) month period following the expiration of the initial term, or in the case of a subsequent renewal, a renewal term. This service attachment will renew automatically upon the expiration of the initial term or a renewal term unless one party provides written notice to the other party of its intent to terminate at least thirty (30) days prior to the expiration of the initial term or of the then-current renewal term.
Client may cancel an automatic renewal by contacting provider.
Month-to-Month Services
If the Order specifies no Initial Term with respect to any or all Services, then we will deliver those Services on a month-to-month basis. We will continue to do so until one party provides written notice to the other party of its intent to terminate those Services, in which case we will cease delivering those Services at the end of the next calendar month following receipt such written notice is received by the other party.
Early Termination by Client With Cause
Client may terminate this agreement for cause following sixty (60) days’ advance, written notice delivered to Provider upon the occurrence of any of the following:
· We fail to fulfill in any material respect our obligations under this agreement and fail to cure such failure within thirty (30) days following our receipt of your written notice.
· We terminate or suspend our business operations (unless succeeded by a permitted assignee under this agreement)
Early Termination by Client Without Cause
If Client has satisfied all of your obligations under this Service Attachment, then no sooner than ninety (90) days following the Service Start Date, you may terminate this Service Attachment without cause during the Initial Term upon sixty (60) days’ advance, written notice, provided that Client pays Provider a termination fee equal to fifty percent (50%) of the recurring Monthly Service Fees remaining to be paid from the effective termination date through the end of the Initial Term, based on the prices identified on the Order then in effect.
Client may terminate this Service Attachment without cause following the Initial Term upon sixty (60) days’ advance, written notice, without paying an early termination fee.
Termination by Provider
Provider may elect to terminate this Service Attachment upon thirty (30) days’ advance, written notice, with or without cause. Provider may suspend the Services upon fifteen (15) days if Client’s action or inaction hinder Provider from providing the contracted Services.
Effect of Termination
As long as Client is current with payment of: (i) the Fees under this Agreement, (ii) the Fees under any Project Services Attachment or Statement of Work for Offboarding, and/or (iii) the Termination Fee prior to transitioning the Services away from Provider’s control, then if either party terminates this Service Attachment, Provider will assist Client in the orderly termination of services, including timely transfer of the Services to another designated provider. Client shall pay Provider at our then prevailing rates for any such assistance. Termination of this Service Attachment for any reason by either party immediately nullifies all access to our services. Provider will immediately uninstall any affected software from Client’s devices, and Client hereby consents to such uninstall procedures.
Upon request by Client, Provider may provide Client a copy of Client Data in exchange for a data-copy fee invoiced at Provider’s then prevailing rates, not including the cost of any media used to store the data. After thirty (30) days following termination of this Agreement by either party for any reason, Provider shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data on its systems or otherwise in its possession or under its control.
Provider may audit Client regarding any third-party services. Provider may increase any Fees for Offboarding that are passed to the Provider for those third-party services Client used or purchased while using the Service.
Client agrees that upon Termination or Offboarding, Client shall pay all remaining third-party service fees and any additional third-party termination fees.