Master Service Agreement

Parties to the agreement

This agreement between Client, and Technology Management Professionals Nevada LLC, a Nevada Limited Liability Company, hereinafter referred to as Service Provider.

Initial Term

This agreement is effective on the date of execution and shall remain in effect for the selected Term Options, the Initial Term. The default Term Option is 36-months. Any and all modifications, amendments, changes, alterations, updates, and addendums must be in writing and signed by both parties.

Termination

This agreement may be terminated by Client for good cause and upon written notice, only if the Service Provider:

• Breaches any material term or condition of this Agreement, and does not commence work to cure such breach within thirty (30) days, and achieve such cure within ninety (90) days of receipt of such written notice.
• Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under the Agreement.

Renewal

The Master Service Agreement automatically renews for a subsequent 12-month term beginning on the day immediately following the end of the Initial Term and each year thereafter, unless either party gives the other party written notice of its intent not to renew this Agreement at least sixty (60) days prior to the end of the agreement period.

Service Fees and Payment Schedule

Fees for monthly service charges provided by Service Provider will become due and payable on the first day of each month. It is understood that all Services requested by Client that fall outside of the terms of this Agreement will be billed as separate, individual services. The contract will commence on the date of signing unless otherwise agreed upon by both parties in writing. 

Late Fees and Penalties

Service fees will be invoiced to Client by Service Provider, and shall be payable by Client to Service Provider within thirty days. Invoices not paid within such thirty (30) days will bear interest at the lessor of eighteen percent (18%) or the maximum contract rate of interest allowable by law.

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.

Growth Provisions

In the event the Client adds additional devices, users, or locations or a change of scope occurs requiring additional devices or systems be supported, pricing based on associated Service Plans will be added to the monthly fees of this agreement. From time to time we may audit your networks to determine if the appropriate number of devices is being billed for. Only additional services that have been added to a service plan may be removed prior to the end of the term of the service plan.

Service Descriptions 

Monitoring Services

Service Provider will provide ongoing monitoring and security services of all covered critical devices as indicated by a service plan. Service Provider will provide monthly reports as well as document critical alerts, scans, and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall open a service ticket and make every attempt to rectify the condition while following prioritization and escalation procedures.

Patch Management

Service Provider will provide ongoing patch management services to all covered compatible devices. Patch management services are limited to compatible Microsoft and 3rd party applications. A full listing of compatible applications can be found on Service Provider website.

Support

Support services provided to the Client by Service Provider are limited to the services required to get your system to normal operating order. Support services must be explicitly included in a given Service Plan.

Help Desk and Remote Support

Remote Support provided to the Client by Service Provider through remote means between the hours of 8:00am and 5:00pm in Client’s primary time zone Monday through Friday, excluding nationally recognized holidays.

Onsite Support

Onsite Support provided to the Client by Service Provider through an onsite technician in select service areas between the hours of 8:00 am and 5:00 pm in the location’s time zone Monday through Friday, excluding nationally recognized holidays.

Onsite Support in areas outside of the TMPros Onsite Support footprint will always be billed for time, travel, and per diem costs.

Additional Services

Additional services will be provided on an as needed basis and will be billed according to pricing guidelines of the service plan. If not pricing is established Service Provider’s current rates will apply. Both written and verbal requests are subject to additional services fees to include the following services.

Projects Services

Any IT related equipment install, IT scope change, purchase or solution research request, on-site work to include equipment move, change, install, or other IT related work will be considered project work. Installation of any equipment not purchased through the service provider that increases the number of client devices are considered project hours. Any device installation that replaces existing devices are not considered project hours. Any devices that are purchased through the service provider are covered and installed at service provider expense. Any requested work above the monthly-allocated hours outlined in Appendix B will be considered project work outside the scope of the agreement and will be billed at the appropriate rate.

CIO Services

Any requested on-site or remote meetings, consultations, phone calls relating to decision-making, services rendered or any IT related discussions will count as CIO hours. Any work beyond the allotted hours will be billed as additional CIO services.

Other Included Services

Each Service Plan may include services specifically outlined in the Service Plan, and will supersede the definitions in this Agreement

Excluded Services

Any service not explicitly included in a service plan are billable as a separate service at current rates. Services defined in this document are only included if a Service Plan is active covering those services. Service rendered under this Agreement does not include:

• Parts, equipment, or software not covered by vendor/manufacturer warranty or support.
• The costs of any parts, equipment, or shipping charges of any kind.
• The costs of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
• The costs of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
• The cost to bring Client’s environment up to minimum standards required for Services.
• Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
• 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.
• Installation of hardware not purchased through or under the advisement of Service Provider.
• Maintenance of Applications software packages, whether acquired form Service Provider or any other source unless specified.
• Programming (modification of software code) and program (software) maintenance unless specified.
• Tasks deemed to be regular business functions or operations regardless of the technical level.
• Training Services of any kind unless specified.

After Hours and Holidays

Service Provider will respond to Client’s Trouble Tickets, and with best effort after hours or on holidays. Trouble tickets should be submitted by authorized Client employees, or through a designated contact person by email, help desk (http://support.tmpros.com), or by phone (888) 955-7767. Each call will be assigned a Help Desk Ticket number for tracking.

Service outside Normal Working Hours

Emergency services performed outside of the hours of 8:00am through 5:00pm in Client’s primary time zone Monday through Friday, excluding posted national holidays (available on Service Provider Website), shall be subject to a 1.5x multiple on hourly services expenses.

Priority Matrix

	Everyone Affected Entire company or client base is affected	Medium Group or Department Affected Organization largely affected	Small group or individual A small portion of the organization is affected
High Impact Major business process affected	Priority 1 – Critical	Priority 2 – Urgent	Priority 4 – Normal
Medium Impact Business is degraded but there is a reasonable workaround	Priority 2 – Urgent	Priority 3 – High	Priority 4 – Normal
Low Impact More of an irritation than a stoppage	Priority 4 – Normal	Priority 4 – Normal	Priority 5 – Low

Response Times

Priority	Response Time	Escalation Time
Priority 1	Within 1 Hour	2 Hours
Priority 2	Within 4 Hours	8 Hours
Priority 3	Within 24 Hours	48 Hours
Priority 4	Within 48 Hours	96 Hours
Priority 5	Within 96 Hours	128 Hours

Support Tiers

The following table details and describes our Support Tier levels:

Support Tier	Description
Tier 1 Support	All support incidents begin in Tier 1, where the initial trouble ticket is created unless it is priority 1. The issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2 Support	All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced Engineers.
Tier 3 Support	Support incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where support is provided by the most qualified and experienced engineers who have the ability to collaborate with 3rd Party (Vendor) Support Engineers to resolve the most complex issues.
Tier 4 CIO Services	Issues that cannot be resolved by Tier 3 in conjunction with vendor support are escalated to CIO Services for review and direction.

Service Request Escalation Procedure

• Support Request is Received through Phone, E-mail, Chat or Monitoring.
• Trouble Ticket is Created
• Issue is identified and documented in the help desk system.
  1. Issue is qualified to determine if it can be resolved through Tier 1 Support.
  2. Level 1 Resolution – issue is worked to a successful resolution
  3. Quality Control – Issue is verified to be resolved to Client’s satisfaction
  4. Trouble Ticket is closed after complete problem resolution details have been updated in the help desk system.
• If issue cannot be resolved through Tier 1 Support
  1. Issue is escalated to Tier 2 Support
  2. Issue is qualified to determine if it can be resolved by Tier 2 Support
  3. Level 2 Resolution – issue is worked to a successful resolution
  4. Quality Control – Issue is verified to be resolved to Client’s satisfaction
  5. Trouble Ticket is closed after complete problem resolution details have been updated in the help desk system.
• If issue requires Onsite Support Tier 2 may dispatch Onsite Support
  1. Issue is escalated to Onsite Support
  2. Issue is qualified to determine if it can be resolved by Onsite Support
  3. Onsite Resolution – Issue is worked to a successful resolution.
  4. Quality Control – Issue is verified to be resolved to Client’s satisfaction
  5. Trouble Ticket is closed after complete problem resolution details have been updated in the help desk system.
• If cannot be resolved through Tier 2 or Onsite Support
  1. Issue is escalated to Tier 3 Support
  2. Issue is qualified to determine if it can be resolved by Tier 3 Support
  3. Level 3 Resolution – issue is worked to a successful resolution
  4. Quality Control – Issue is verified to be resolved to Client’s satisfaction
  5. Trouble Ticket is closed after complete problem resolution details have been updated in the help desk system.
• Issue is escalated to Operations Director or Tier 4 CIO Services for action. Request is updated with complete details of all activity performed.

Miscellaneous

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.

Confidentiality

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

Execution of Agreement

This Agreement may be executed using digital signatures.  Each party will be delivered an original electronic copy, which shall be binding upon execution. This Agreement may also be executed in counterparts. When each party has signed and delivered at least one such counterpart to each party’s counsel, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all parties. 

Notices

Any notice given under this Agreement must be in writing and shall be deemed to have been duly given if mailed by U.S. first-class certified mail, return receipt requested, postage prepaid and addressed to the attention of the undersigned at the address shown in the heading of this Agreement.

Entire Agreement

This Agreement contains the entire agreement between the parties, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of all parties.

Headings

The headings and numbering of the difference paragraphs of this Agreement are inserted for convenient reference only and are not to be taken as part of this Agreement or to control or affect the meaning, construction or effect of the same.

Consequential Damages

Service Provider shall not be liable to the Client for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

Attorney’s Fees and Costs

In the event a lawsuit, arbitration or mediation is initiated by either party, the party against whom a judgment or award is entered shall be liable for all costs of suit and all reasonable attorneys’ fees as set by the court or arbitrator.

Controversies

Any claim or controversy that arises out of or relates to this Agreement or the alleged breach of it, and which cannot be settled by the parties will be settled by submission to a local chapter of the American Arbitration Association or a similar body for binding unappealable arbitration in accordance with the current rules and procedures of such organization. The aggrieved party has the right to bring the grievance to arbitration in the State of California in which such party has its respective principal place of business. In the event a lawsuit or arbitration proceeding is initiated by either party, the party against whom a judgment or award is entered will also be liable for costs of suit and reasonable attorneys’ fees as set by the court or arbitrator.

Law and Forum for Disputes

This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed within California, without regard to conflict of law provisions. Any claim or dispute that arise out of or relating to this agreement shall be resolved by a court located in Merced County, California, except as otherwise described in the Arbitration Option paragraph below. All parties submit to the personal jurisdiction of the courts located within Merced County, California for the purpose of litigating all such claims or disputes.

Arbitration Option

For any claim in which the total amount of controversy is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner of binding arbitration. The arbitration option requires submission to a local chapter of the American Arbitration Association or a similar body for binding unappealable arbitration in accordance with the current rules and procedures of such organization. The aggrieved party has the right to bring the grievance to arbitration in the state in which such party has its respective principal place of business. In the event a lawsuit or arbitration proceeding is initiated by either party, the party against whom a judgment or award is entered will also be liable for costs of suit and reasonable attorneys’ fees as set by the court or arbitrator.

Waiver of Breach

The waiver of any party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.

Severability

This Agreement constitutes the product of negotiations of the parties hereto and any enforcement hereof will be interpreted in a neutral manner and not more strongly for against any party based upon the source of the draftsmanship of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall continue to be fully effective.

Mutual Drafting Clause

This agreement is drafted mutually, with participation of both parties. Ambiguities will not be interpreted in favor of either party.

Advice of Counsel

Each party hereto, by its due execution of this Agreement, represents that it has reviewed each term of this Agreement with Counsel, and that hereafter no party shall deny the validity of this Agreement on the ground that the party did not have advice of Counsel. Each party has had the opportunity to receive independent legal advice with respect to the advisability of making the compromise and settlement provided for herein and with respect to the advisability of executing this Agreement.

Force Majeure

Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.