The Parties agree that Service Provider offers managed information technology (IT) services, which include, but are not limited to, the following services: Performance, Availability & Predictive Failure Monitoring, Patch Monitoring & Management, Endpoint Detection Response & Management, Hardware/System Support System Administration, System Maintenance, Service Desk & Emergency Support (collectively, the “infinIT Managed Services Offerings”) This Managed Services Addendum (the “Managed Services Addendum”) is by and between Service Provider and Customer and applies to the infinIT Managed Services Offerings included in one or more Service Orders between the Parties (the “Managed Services”). To the extent any Managed Services are included in a Service Order between the Parties, this Managed Services Addendum is incorporated into and made a part of the Master Services Agreement between the Parties (the “Master Services Agreement”) by this reference.

Now, therefore, in consideration of the mutual covenants and agreements set forth in this Managed Services Addendum, the Master Services Agreement, and the Additional Terms and Conditions, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledge by the Parties, the Parties agree as follows:

• General Terms. By Customer accessing and using the Managed Services, the Parties agree that Customer is bound by this Managed Services Addendum. Service Provider may modify this Managed Services Addendum at any time, in Service Provider’s sole discretion, by sending written notice to Customer. All capitalized terms used but not defined in this Managed Services Addendum have the meanings assigned to them in the Master Services Agreement and Additional Terms and Conditions.
• Description of the Offerings. Service Provider shall provide some or all of the following infinIT Managed Services Offerings based on the package selected by Customer and the services included in the selected package in the applicable Service Order. If included in the applicable Service Orders, Service Provider shall provide the following services at the level indicated by the package selected as indicated in the applicable Service Order:
  • Performance, Availability, and Predictive Failure Monitoring. Service Provider will monitor and track the availability and performance of designated servers. Service Provider will implement a monitoring system to provide Service Provider with real time alerts regarding the performance and availability of the designated servers.
  • Patch Monitoring and Management. Service Provider will monitor the Microsoft Windows operating system patch levels of any systems included in the Managed Services and connected to the network, including, servers, desktop workstations, and laptop/notebook computers. Service Provider will deploy security patches using strategic timing based on best practices in the industry. Service Provider will also monitor and managed security patch levels of Microsoft Office applications and certain critical Microsoft back-office server-based applications.
  • Endpoint Detection Response and Management. Service Provider will provide Endpoint Detection and Response (EDR) software for all servers and computers covered by the Managed Services.
  • Hardware/System Support. Service Provider shall provide support of all hardware and systems as specified in Appendix B of the applicable Service Orders, provided that all hardware is covered under a current manufacturer’s support contract; or replaceable parts be readily available, and all software be genuine, currently licensed and under a current vendor support agreement. Should any hardware or systems fail to meet these provisions, we will supply parts at normal rates or use Customer-supplied replacement parts when available. If third party vendor support charges are required to resolve any issues, or non-warranted hardware require support, additional Service Provider charges will apply and all third-party charges will be passed on to Customer after first receiving Customer’s authorization.
  • System Administration. Service Provider will supply basic system administration in accordance with Appendix B to the applicable Service Orders.
  • System Maintenance. Service Provider will supply basic maintenance tasks to the Customer Equipment and Customer Technology included in the Managed Services. Service Provider will use best efforts to use the most expedient and unobtrusive methods available, including support that may be: (a) automatic and remote, (b) manual and remote, or (c) manual and on-site. Notwithstanding the preceding sentence, if Service Provider determines it its sole discretion that more intrusive or less expedient methods are necessary to effectively resolve a maintenance issue, Service Provider may use those methods and Service Provider shall not be liable for any losses, damages, service interruptions, or other consequences of the maintenance method employed. For purposes of this Managed Services Addendum, “Customer Technology” means any equipment, devices, facilities, or systems owned by Customer or provided by a third party for Customer’s use that is not Customer Equipment.
  • Service Desk and Emergency Support. Customer may report and Service Provider will respond, manage, resolve, and monitor systems or end-user problems or issues that involve systems managed included in the Managed Services, provided that, Customer has met all expectations and requirements in Section 8 of this Managed Services Addendum and the nature of the issue is not excluded in Sections 4 and 6 of this Managed Services Addendum. Service provider will handle the problem or issue in the most appropriate manner in Service Provider’s sole discretion.
• Responsibilities.
  • Service Provider Responsibilities. Service Provider shall:
    1. Provide industry-standard tools for monitoring connectivity and business critical services;
    2. Provide remote management using industry-recognized tools;
    3. Notify the Customer in the event of a security issue;
    4. Store configuration files on Equipment located at Customer’s premises that describe the key setup parameters of applicable Customer Technology;
    5. Provide an ITSM tool to track incidents, requests, events, and change processes;
    6. Provide intelligent reporting and classification of incidental and requests; and
    7. Provide probe and agent to monitor network hardware and services.
  • Customer Responsibilities. Customer shall, in addition to the assistance required in Section 9:
    1. Approve authorized users to initiate support requests with Service Provider’s technical team;
    2. Provide designated persons with the authority to approve and coordinate support activities with Service Provider;
    3. Follow Service Provider’s established incident, problem, and change management systems and processes;
    4. Provide all third-party licensing and maintenance/vendor agreements;
    5. Provide connectivity to Customer’s network/desktops for troubleshooting and monitoring;
    6. Allow the installation of probes to allow for monitoring and remote support; and
    7. Define and approve appropriate maintenance windows for out of schedule support and patching.
  • Limitations. The Parties acknowledge and agree that Service Provider has the following limitations and thus the listed limitations below are excluded from the Managed Services, unless the Managed Services purchased by Customer include the listed limitations below:
    • Service Provider cannot remotely troubleshoot Customer’s managed server if the device is experiencing a critical failure via software and/or hardware. This may require an on-site visit, which is out of the scope of the Managed Services but available as an additional service, unless Customer purchases the “Premium” package for the Managed Services (which includes on-site visits).
    • Service Provider cannot provide decryption keys to Customer in the event of a ransomware or other cyber-attack;
    • Service Provider can only support the server that is covered by the Managed Services and is unable to help in any facet to other services not covered; and
    • Service Provider will not take responsibility regarding actions taken by Customer on servers.
  • Assumptions. The Parties acknowledge and agree that Service Provider’s support is dependent on the software, hardware, consumed service, and accessories being under current support from their respective manufacturers. If the current provider or manufacturer is no longer providing current support for their product, Service Provider will no longer be able to provide support for that specific product or aspect. All ongoing support will be on a “best efforts” basis until a replacement software, hardware, consumed service, or accessory is supplemented.
  • Services Not Covered. The Parties agree that the Managed Services will not include any of the following costs, expenses, charges, or services. The Parties acknowledge and agree that the list below is not intended to constitute a complete list and any costs, expense, charge, or service that is not explicitly included in Managed Services is thus excluded from the Managed Services by definition:
    • Support for problems or Failures (defined below) in or arising out of any equipment, software, modification, improvement, or service provided by any third party without Service Provider’s prior written consent, except for any software or applications included in the “Premium” package for the Managed Services, if applicable. If the Customer selects the “Premium” package in the applicable Service Order and the software or application in which the issue is occurring comes with software support from the vendor, then Service Provider will act as a liaison between Customer and the vendor to resolve the software or application issue.
    • Support for and provision of replacement hardware (including any Equipment) and software due to software and hardware replacement strategy being a handled on a case-by-case basis. Hardware and software replacement can take the form of a warranty, extended warranty, manufacturer’s support contract, on-site spare, or purchase, as applicable. The Parties may discuss hardware and software support options in a yearly business review meeting organized to ensure that an appropriate hardware replacement strategy exists for all critical hardware.
    • Support for customer improvements, engineering changes, or enhancements to any products made by or for Customer or provided to Customer at Customer’s request (whether or not made or provided by Service Provider), including, but not limited to, any Equipment, unless Service Provider has explicitly agreed in writing to provide that support.
    • Support for problems or Failures caused by improper installation of any Equipment(except for Equipment installed by Service Provider or its personnel), failure to use any Equipment in accordance with the applicable specifications and documentation, failure to use any Equipment within the authorized operating environment, or any other improper use of the Equipment.
    • Any hardware, systems, or Equipment issues that require the replacement of the hardware, systems, or Equipment. The Parties will need to enter into a separate hardware support agreement before Service Provider will provide any replacements.
    • Support to bring the Customer’s systems up to the minimum standards set forth in Section 8 of this Managed Services Addendum.
    • Consulting services specific to the design or implementation of any of your programs, products, or services.
    • Support outside the term of the Master Services Agreement, the Service Term of the Managed Services, or the applicable Service Term.
    • Retrieval or recovery of any data or information that may have been corrupted or lost in connection with any problem or Failure; except that Service Provider will provide retrieval or recovery services if the data or information is backed up on a supported system.
    • Any parts, equipment, or hardware (including any Equipment) costs, fees, or charges of any kind.
    • Any software, licensing, software assurance, renewal, or upgrade fees of any kind.
    • Any taxes of any kind.
    • Any shipping, handling, courier, or postage charges of any kind.
    • Any third-party vendor, original equipment manufacturer, or other manufacturer support fees or incident fees of any kind.
    • Any premises wiring services (voice/data/video cabling) of any kind.
    • Training of any person in any context, unless otherwise specified.
    • Travel, travel time, gas, or gas mileage, per diem or accommodations, when applicable, when visiting the Customer’s location or any third-party site on Customer’s behalf.
    • Any non-IOT materials needed to provide the Managed Services or requested by Customer, including, but not limited to, office supplies or media.
    • Any software programming or scripting (creation or modification of software code) and program (software) maintenance.
    • Any work that does not qualify as a trouble ticket with respect to restoring the normal functioning of the resources being managed under the Managed Services, i.e., any work that does not involve proactive management, routine administration, or troubleshooting (whether Customer-prompted/requested or otherwise) malfunctioning or non-functioning systems or resources under management per the applicable Service Order (the “Non-MSP Services”). All Non-MSP Services are defined as a “Project” and shall constitute T&M Managed Services (defined below) for purposes of Section 7 of this Managed Services Addendum. The Parties agree that Projects include. but are not limited to, re-configuring resources by Customer request, integrating with newly acquired/introduced hardware, software or networks, or with other formerly non-existent third party resources, any work to add or increase the functionality or capacity of Customer’s systems, or otherwise making changes to managed resources, when the configuration, integration, or changes are not warranted nor necessary to: (a) manage such resources, or, (b) keep the resources in good working order. Projects are by definition not part of the Managed Services, since Managed Services concern themselves with proactively managing, maintaining, troubleshooting, and keeping operational existing resources explicitly covered by the applicable Service Order.

For purposes of this Managed Services Addendum, the term “Failure” means a documented and reproducible failure of any managed Equipment or Customer Technology to perform in substantial conformity with its then current documentation.

• Additional Managed Services. Upon Customer’s written request, Service Provider may, in its sole discretion, provide you with managed services that are beyond the scope of the Managed Services on a time and materials basis (the “T&M Managed Services”) at Service Provider’s current rates for labor, travel, and materials. Service Provider may also charge Customer for any support services (and any Expenses related to the support services) that are outside the scope of the IT Managed Services and performed in connection with your request for T&M Managed Services, at the Service Provider’s current rates for labor, travel, and materials.
• Minimum Standards Required for Services. For Customer’s existing systems environment, including, but not limited to, any Customer Equipment, to qualify for Managed Services, Customer must cause its systems to meet the following minimum requirements:
  • All servers must be running operating systems that are still in their active lifecycle as defined by their respective operating system vendor, or a plan must be put in place to bring servers up to standards.
  • All desktop PC’s and notebooks/laptops must be running operating systems that are still in their active lifecycle as defined by their respective operating system vendor, or a plan must be put in place to bring computers up to standards.
  • All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
  • The environment must have a currently licensed, up-to-date, and Vendor-Supported server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email or subscribed to Service Provider’s Managed Services that includes Anti-Virus services.
  • The environment must have a currently licensed, Vendor-Supported server-based Backup Solution or subscribed to Service Provider’s backup solution.
  • The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet or subscribed to Service Provider’s firewall solution.
  • Any Wireless data traffic in the environment must be secured or separated via the firewall for guest services.
  • Customer must have UPS power management in place for servers and critical network infrastructure, such as firewalls, switches, routers, modems, and backup devices.
  • Customer must have 100 GB or better switch-based technology, any existing Hubs must be replaced to meet these standards.
  • Infrastructure must be built around standard vendor stated best practices.
• Customer Assistance. Customer shall provide Service Provider reasonable assistance as requested by Service Provider for the performance of the Managed Services. Customer’s assistance shall include, but is not limited to, providing Service Provider with:
  • A detailed description of Customer’s current network and its configuration;
  • Prior notification of all network modifications;
  • A detailed description of each reported problem or Failure;
  • Reasonable access to all necessary Customer personnel to answer questions regarding reported problems or Failures and your use of the applicable Equipment or Customer Technology;
  • Any applicable configurations required for Service Provider to perform any Managed Services; and
  • Access, including remote access, to Customer’s facilities and equipment as is reasonably necessary or convenient for Service Provider to provide the Managed Services.
• Protection of Passwords. Customer shall be solely responsible for ensuring the security and confidentiality of all passwords provided to Customer by Services Provider as a part of performing the Managed Services. Customer acknowledges and agrees that Customer is fully responsible for all liabilities incurred through the use of any password (whether lawful or unlawful) and that any transactions completed under Customer’s password(s) shall be deemed to have been lawfully completed by Customer. Customer indemnifies, defends, and holds Service Provider harmless from any and all Losses incurred or arising from any claim arising from the use of a password provided to Customer under this Managed Services Addendum.