MANAGED SERVICES AGREEMENT

ADDENDUM

This Managed Services Addendum (the "Addendum") is a part of and incorporated into the Master Service Agreement (“Agreement”) entered into between ACM COMPUTERS (“Provider”) and the party that executed the associated Order (“Client”). The date on which Client signed the Quote for Managed Services shall be the "Effective Date" of this Agreement.

 

  1. 1. SCOPE OF AGREEMENT: This Agreement serves as an Addendum to further describe the services, duties, and obligations of the parties as it relates to the “Managed Services” services provided by Provider. In the event of a conflict between the terms of this Addendum and those of the Agreement, the terms of this Addendum will prevail.
  2. 2. TERM AND TERMINATION: The duration of this Addendum is one (1) year from the Effective Date (“Initial Term”). This Addendum automatically renews in perpetuity, and the Client agrees to the then current Agreement and Addendum for one (1) year periods, without executing a new Agreement or Addendum (“Renewal Term”). The Client may terminate this Addendum with thirty (30) days’ written notice to the Provider stating the reason for terminating and providing the Provider the right to cure the concern within the thirty (30) day notice. The Provider may: (a) terminate services if the Client fails to pay any applicable fees due within thirty (30) days; and/or (b) terminate the Agreement or this Addendum if the Client commits any other breach of this Addendum. If this Addendum is terminated, the Client will promptly pay the Provider for Services rendered and through the remaining cure period of thirty (30) days, any and all hardware ordered for the Client, and expenses incurred through the termination date.
  3. 3. PAYMENT AND DELIVERY: The Client will pay the Provider all recurring and non-recurring charges, fees and taxes due upon receipt of an invoice specifying the amounts due ("Fees"). The Client will pay the recurring fees and expenses associated with their Managed Services plan on a monthly basis. Such amount may change due to increases in users, hardware, software, number of locations, and/or request for additional services. If the Clients payment information is not accurate, current, and complete and the Client does not notify the Provider promptly when such information changes, the Provider may suspend or terminate Services. If the Provider fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the Fees to which it relates, and the Client shall pay such invoice in accordance with these payment terms. Unless the Client disputes an overcharge within 30 days from the original invoice or bill, the Client understands and agrees that Fees are considered accurate.
  4. 4. NON-SOLICITATION OF EMPLOYEES
    1. 4.1. The Providers employees shall not seek employment with or be offered employment by the Client during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court). The Client agrees that the Providers damages resulting from breach of this clause would be impracticable and that it would be extremely difficult for the Provider to ascertain the actual amount of damages. Therefore, in the event the Client violates this provision, the Client agrees to immediately pay the Provider 100% of the employee’s total annual salary, as liquidated damages and the Provider shall have the option to terminate this Addendum without further notice or liability to the Client.
  5. 5. SERVICES-SPECIFIC TERMS.
    1. 5.1. Managed Services is a monitoring service.
    2. 5.2. Managed Services Support is an optional phone, desktop, and on-site support service.
      1. 5.2.1. “Support” is defined as help or assistance with the Client’s Current Setup that meet the Minimum Standards. “Minimum Standards” is defined in Appendix A. “Current Setup” is defined as the existing computers or devices that are inventoried with the Provider, with the existing operating system in its current version, with all installed software and peripherals in their current version (both hardware and software).
      2. 5.2.2. Troubleshooting: The Provider will provide the following Support services:
        1. 5.2.2.1. Printing and scanning troubleshooting and testing.
        2. 5.2.2.2. Failed MS Windows updates and role- backs.
        3. 5.2.2.3. MS Windows errors.
        4. 5.2.2.4. Line of Business Application connection error and troubleshooting.
        5. 5.2.2.5. Specialized hardware troubleshooting and testing.
        6. 5.2.2.6. Troubleshoot and repair slow network and Internet connectivity.
        7. 5.2.2.7. Email client configuration, troubleshooting, and testing.
        8. 5.2.2.8. Other issues that are considered Support under Section 5.2 of this Addendum.
    3. 5.3. “Service” is defined as any moves, additions, changes, or deletions of any/all hardware and software (including, but not limited to, servers, workstations, printers, monitors, software). “Service” is not included in Managed Services and will be provided at the regular rate for labor.
      1. 5.3.1. Installation or configuration of hardware or software outside the manufacturer/vendors scope of “standard” installation will be at the Vendors sole discretion and provided on a “Best Effort” basis.
    4. 5.4. Response Time:
      1. 5.4.1. Regular Support desk hours are Monday-Friday from 7:00am to 5:00pm PST – excluding national holidays.
      2. 5.4.2. Response time for phone, remote, or on-site Support shall be the next regular business day unless earlier times can be scheduled.
      3. 5.4.3. Response time is defined as: The amount of time between when the Client first creates an incident request and when the Provider responds to that request by starting the scheduling process with the Client.
      4. 5.4.4. The Provider in no way guarantees that response time is time to resolution of a Support issue.
      5. 5.4.5. The Provider will make every effort to offer necessary Support outside of regular Support hours. The Provider reserves the right to respond to any requests for Support made outside of the regular Support hours in a time- frame which the Provider deems appropriate after the start of the next regular business day.
      6. 5.4.6. Emergency Support (outside of regular Support hours) will be assessed at the rate of $200 per hour for remote Support and $300 for on-site Support.
      7. 5.4.7. Support requests may be communicated to the Provider via:
        1. 5.4.7.1. Email: servicedesk@acmit.net.
        2. 5.4.7.2. ACM Tray Icon on managed workstations.
        3. 5.4.7.3. Regular Support Desk Hours Phone: 805-650-6728 Opt. 2
        4. 5.4.7.4. After Hours and Emergency Phone: 800-460-9429
        5. 5.4.7.5. ACM Client Web Portal: https://acmit.net/client-portal/
      8. 5.4.8. The Provider is not responsible for Support requests which it fails to receive properly and does NOT guarantee that all such requests will be received. The Client is responsible to ensure that the Provider has received and fully understands the Support request.
      9. 5.4.9. The Provider may perform Support for the Client from a remote location at their discretion.
      10. 5.4.10. The Provider does NOT warrant that Support will be error free or without incident which may cause interruptions to business functionality in the course of requested services performed.
    5. 5.5. Antivirus Software Monitoring & Protection: The Provider will install an antivirus software application at the inception of this Addendum as scheduled by the Provider. The Provider is released of any fault if the selected antivirus software application “malfunctions”. The Provider does NOT guarantee that the provided antivirus application can or will fully protect against all hardware infections or intrusions.
      1. 5.5.1. The Provider, in its sole discretion, has the Client’s consent to charge the Client to repair or correct any software or hardware failures or malfunctions not fully prevented by named antivirus application provided that the Provider discloses estimated costs of repair prior to beginning any repairs the Provider deems necessary.
      2. 5.5.2. The Client agrees that the Provider uses best practices and market assessments in recommending and implementing any and all software.
      3. 5.5.3. The Provider is released of any fault if or when antivirus software found to be superior to [currently utilized] antivirus software is released.
      4. 5.5.4. The Client agrees that the Provider uses best practices and, to the best of their ability, will research, recommend, and implement best practices antivirus software solutions as often as the Provider deems appropriate and in a calendar timeframe which the Provider deems appropriate.
    6. 5.6. Software Updates: The Provider shall be responsible for and has complete discretion on when Microsoft Windows updates are performed and to which systems they are applied.
      1. 5.6.1. This Addendum gives the Provider consent to perform Windows Updates without further acknowledgement or authorization unless otherwise stated in this Addendum and that related charges for performing these services may apply.
      2. 5.6.2. Servers or Workstations which have been powered down or otherwise disconnected from network access may need to be manually updated when they are made online. This may incur additional labor charges at the discretion of the Provider.
      3. 5.6.3. It is NOT the responsibility of the Provider to ensure that all computer equipment remains “online” and available for necessary security patches and updates at the time which the Provider implements them.
      4. 5.6.4. The Client agrees that any client-requested or instituted software updates which the Provider deems inappropriate or prior to the Providers recommendation or which cause harmful or undesirable effects are NOT the responsibility of the Provider.
      5. 5.6.5. The Client agrees that software updates are provided by the vendor, and that the Provider makes no other warranties, express or implied, and is not responsible for any issues resulting from such updates, including but not limited to loss of business, hardware or software functionality, related to such updates.
      6. 5.6.6. The Provider, in its sole discretion, shall have the right to charge any additional fees deemed appropriate to reverse or resolve any adverse effects which inhibit server, workstation, or equipment functionality related to such updates.
    7. 5.7. Backups, Restores and Disaster Recovery:
      1. 5.7.1. The Provider will install, configure, and monitor backup software on host devices that have a “Server OS” and that meet “Minimum Standards” as outlined in Appendix A.
        1. 5.7.1.1. Physical server backups will include weekly OS image backups to a local NAS device and a daily file/folder backup to a local NAS device and to the cloud.
        2. 5.7.1.2. VM Host server backups will include weekly OS image backups to a local NAS device and a daily image backup of the virtual machine(s) to a local NAS device and to the cloud.
      2. 5.7.2. Retention Policies:
        1. 5.7.2.1. File/Folder: Local = 30 days / 3 versions - Offsite = 30 days / 3 versions
        2. 5.7.2.2. OS Images: Local = 21 days - Offsite = None
        3. 5.7.2.3. Virtual Machines: Local = 180 days - Offsite = Never, dependent solely upon storage.
      3. 5.7.3. Automated Verification: At the completion of each backup, an automated consistency check (CRC Check) is initiated to verify there is no degradation or failure on the external storage device(s). The Provider will receive daily reports on the status of backups along with a client designated point of contact. The Client understands that CRC checks ARE NOT a guarantee that data is complete or can be restored. Only Disaster Recovery (DR) drills can verify backups.
      4. 5.7.4. File/Folder and System Restores: The Provider will restore individual files, folders or complete systems from backups as needed.
      5. 5.7.5. Disaster Recovery: This Addendum does not include any “Disaster Recovery” planning, testing or restore services unless otherwise stipulated herein.
    8. 5.8. Vendor Management: The Provider will coordinate and work directly with the Client’s vendors to provide technical Service and Support as needed, provided that we have been informed of such vendors in advance and have a letter of agency from you and the vendor on file.
    9. 5.9. Internet: The Client agrees to maintain a full-time, dedicated internet connection at all times. Internet speed shall be 25 Mbps (download speed) or higher (where available).
      1. 5.9.1. The Provider has the right to bill for the additional time for remote or on-site work, which is inhibited by, or which causes excessive labor hours due to insufficient internet speeds.
      2. 5.9.2. The Client shall maintain at least (1) static IP address provided by service provider for network configurations where Provider deems it necessary for proper functionality. Failure to maintain at least (1) static IP which causes disruption in client network performance or Provider’s ability to properly support the client may result in termination of this Addendum without prior notice. This includes allowing internet service provider static IP monthly service dues to lapse – whether intentional or by negligence.
      3. 5.9.3. Clients with VOIP phone systems are required to have a minimum of a 2MB/s Upload connection (where available).
    10. 5.10. Third Party Software: The Client agrees to retain active (and in good standing) service agreements with Business-Critical software and cloud vendors to the best of their ability.
      1. 5.10.1. The Provider has the right to terminate this Addendum if failure to retain Business-Critical software and cloud service agreements causes disruption in the ability of the Provider to properly and fully support the Client in maintaining a “healthy” software functionality status.
      2. 5.10.2. The Provider is NOT a substitute for software or hardware vendor support agreements. It is NOT the responsibility of the Provider to maintain or renew any vendor support agreements on behalf of the Client.
      3. 5.10.3. The Client agrees to any charges incurred by the software or hardware vendor deemed necessary by the Provider in the process of resolving issues related to the critical nature of “normal” business practices.
      4. 5.10.4. The Provider is not responsible or liable for incurred or outstanding charges by the software or hardware vendor.
  6. 6. DISCLAIMER OF IMPLIED WARRANTIES
    1. 6.1. Hardware and Software: Except as represented in this Addendum, hardware and software will be installed per the manufacturer/vendors instructions and are provided “AS IS”. Provider makes no other warranties, express or implied, and herby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.
  7. 7. MISCELLANEOUS/OTHER PROVISIONS
    1. 7.1. Assignment: The Client may not assign this Addendum, or any rights granted in this Addendum to any third party, except with the prior written consent of the Provider. The Provider may assign this Agreement and any and all rights herein without consent of the Client.
    2. 7.2. No Waivers: Failure of the Provider to require performance by the other party under this Addendum will not affect the right of the Provider to require performance in the future. A waiver by the Provider of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach.
    3. 7.3. Force Majeure: Any delay or failure of any party to perform any obligation under this Agreement caused by governmental restrictions, labor disputes, storms or natural disasters, emergency, power outage, power surge, or other causes beyond the reasonable control of the party, will not be deemed a breach of this Addendum. This provision does not apply to the payment of Fees.
    4. 7.4. Amendment: The Provider may amend, change, or alter this Addendum at any time.

Appendix A - Minimum Standards

  1. 1. USERS
    1. 1.1. Every user that has access to the company network must have an Active Directory account with a unique username and an industry standard complex password.
  2. 2 . SERVER(S)
    1. 2.1. Vendor Supported “Server OS”.
    2. 2.2. Adequate CPU and RAM for business operational needs.
    3. 2.3. Adequate storage space for business operational needs.
    4. 2.4. Adequate UPS management, capacity, and run-time.
  3. 3. WORKSTATIONS & LAPTOPS
    1. 3.1. Vendor supported “Business OS” (Windows versions must be PRO or better).
    2. 3.2. Minimum 8GB RAM.
    3. 3.3. Pentium i5, 6500 or better.
    4. 3.4. Adequate storage space for user operational needs.
    5. 3.5. Domain joined.
  4. 4. NETWORK:
    1. 4.1. Minimum of one (1) Domain Controller on the network.
    2. 4.2. Cabling to a centralized wiring location for all network devices
  5. 5. NETWORK DEVICES:
    1. 5.1. All “Mission Critical” network devices must be “Business” grade and have a valid manufacture warranty and support contract.
  6. 6. WAN DEVICES:
    1. 6.1. Standard router and/or firewall manufacturer for all locations
  7. 7. LAN DEVICES:
    1. 7.1. SNMP capable devices
    2. 7.2. Controller-based wireless router for use with more than 3 Access Points
    3. 7.3. Managed Gigabit switches
  8. 8. INTERNET:
    1. 8.1. Adequate bandwidth to meet operational needs.
    2. 8.2. Redundant circuits if using mission critical hosted services.
  9. 9. SOFTWARE:
    1. 9.1. Must be vendor supported and if a “Mission Critical” application, it must have an active support contract.
  10. 10. BACKUPS:
    Adequate local Network Attached Storage and cloud storage must be available to accommodate minimum backups and retention policies.
  11. 11. DISASTER RECOVERY:
    The environment must have adequate resources readily available to implement systems recovery testing without having to compromise production services.
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