1. Term of Agreement

This Agreement between the Client, and Service Provider, is effective upon the date signed, shall remain in force for a period of one year, and be reviewed monthly to address any necessary adjustments or modifications. The service agreement automatically renews for a subsequent one-year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement.
I. This Agreement may be terminated by the Client upon ninety (90) days written notice if the Service Provider:

1. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
2. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
3. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

II. This Agreement may be terminated by the Service Provider upon ninety (90) days written notice to the Client.

III. If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance.

2. Fees and Payment Schedule

Fees will be invoiced to Client monthly, and will become due and payable on the first day of each month. The first month will include an additional one-time setup fee equal to the monthly service fee. Services will be suspended if payment is not received within 5 days following date due.

Price Increases

Beginning on the first anniversary and each succeeding anniversary of the effective date during the term of this agreement, the monthly rate will increase by 3%.

It is understood that all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services.

3. Taxes

It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.

4. Coverage

Remote Helpdesk, and Vendor Management of Client’s IT networks will be provided to the Client by Service Provider through remote means between the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays. Network Monitoring Services will be provided 24/7/365. Hardware costs of any kind are not covered under the terms of this Agreement.

Support and Escalation
Service Provider will respond to Client’s Trouble Tickets based on priority determined by the severity and impact upon business operations, and with best effort after hours or on holidays. Trouble Tickets must be opened by Client’s designated I.T. Contact Person, by email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking.

Service outside Normal Working Hours
Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays, shall be billed at $200/hour with 1 hour minimum.

Service Calls Where No Trouble is found
If Client requests onsite service and no problem is found or reproduced, Client can be billed at the current applicable rates.

Limitation of Liability
In no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.

5. Additional Maintenance Services

Hardware/System Support
Service Provider shall provide support of all hardware and systems in service at time of signing, provided that all Hardware is covered under a currently active Vendor Support Contract; or replaceable parts be readily available, and all Software be Genuine, Currently Licensed and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. 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.

Virus Recovery for Current, Licensed Antivirus protected systems
Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution provided by the Service Provider. If it is found that a user purposely removed or disabled, the Antivirus software the client will be billed for the time at current rates.

Monitoring Services
Service Provider will provide ongoing monitoring and security services of all critical devices. Service Provider will provide reports as well as document critical alerts, scans and event resolutions to Client upon request. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means.

6. Suitability of Existing Environment

Minimum Standards Required for Services

For Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met:

1. All Servers with Microsoft Windows Operating Systems must be running Windows 2012 R2 Server or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
2. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 10 Pro or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
3. All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
4. The environment must have a currently licensed, Vendor-Supported Server-based Backup Solution that can be monitored and send notifications on job failures and successes. (Provided by Service Provider)
5. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet. (Provided by Service Provider)
6. All Wireless data traffic in the environment must be securely encrypted.

Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.

7. Excluded Services

Service rendered under this Agreement does not include:

1. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
2. The cost of any parts, equipment, or shipping charges of any kind.
3. The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
4. The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
5. The cost to bring Client’s environment up to minimum standards required for Services.
6. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
7. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider.
8. Maintenance of Applications software packages, whether acquired from Service Provider or any other source.
9. Programming (modification of software code) and program (software) maintenance.
10. Training Services of any kind.

8. Confidentiality

Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.

9. Miscellaneous
This Agreement shall be governed by the laws of the State of Washington. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment identified and currently managed by Service Provider. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client. Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

10. Acceptance of Service Agreement
This Service Agreement covers only those services and equipment discovered at time of quote. Service Provider must deem any equipment/services Client may want to add to this Agreement after the effective date acceptable. The addition of equipment/services added after the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the Client’s monthly charges.