How To Get A Contract From Dymin Systems

Transcription

1 Managed Program Service Agreement <Client Name> <Address 1> <Address 2> <City, State, Zip> <Date of Agreement>

2 Managed PROGRAM AGREEMENT 1. Parties and Applicability The terms and conditions of this Agreement apply to the services provided by Dymin Systems Inc. to:, (hereafter referred to as the CLIENT ) at the following location(s):. 2. Term/Automatic Renewal This Agreement shall commence as of: ( Effective Date ) and shall remain in effect for a minimum period of one (1) year from the Effective Date ( Term ). In order to assure there is no loss of benefits, the Managed Program Agreement shall automatically renew for an additional 12-month period ( Renewal Term ) on the same terms and conditions set forth herein unless either Dymin Systems Inc. or the CLIENT have provided written notice of non-renewal at least 30 days prior to the expiration of the Term or Renewal Term. Availability and Performance Monitoring Dymin Systems Inc. will monitor the CLIENT s designated workstations and servers during 24 hours per day, seven days per week excluding holidays, at our Network Operations Center (NOC). Devices will be monitored for uptime, availability, memory and disk usage, software compliance, security, anti-virus, and hard drive integrity. Backup System Monitoring Services Managed Program includes NOC (Network Operations Center) backup monitoring. Managed Cloud Backup System Managed Program includes remote backup service for all critical business applications, data, profiles and databases. *monthly rate reflects current backup size. Subject to change when needed. Managed Cloud Anti-Virus Managed Program includes managed cloud anti-virus for all managed workstations, laptops and servers. Managed Cloud Spam Filtering Managed Program includes managed cloud spam filtering service for all users and boxes and addresses. Managed Asset Tracking Managed Program includes managed Asset Tracking service and annual reporting including all network devices, software and peripherals. Comprehensive Annual Reporting and Consulting Services

3 Device metrics will be reviewed with the CLIENT during regularly scheduled Annual network health assessment meetings. This information will be useful in helping to plan any network or software upgrades and will provide transparency and accountability to the services being delivered to the CLIENT by Dymin Systems Inc.. The following Key Network Devices are covered under this Agreement and Dymin Systems Inc. must be made aware of any changes, additions or removal of devices. Addition or deletion of any Key Network Devices may affect the monthly program fee. Billing will be automatically updated to reflect any changes that have been made and will appear on the next billing cycle. Device Type Workstations Laptops Servers Router Number of devices Total Support Services Priority Response As part of the Managed program, the CLIENT will receive priority service in the service queue over noncontractual customers. Service level agreement includes 15 minute remote support responses on Critical and Major issues, and 1 hour and 4 hour on-site response respectively. The following holidays will be observed by Dymin Systems Inc. staff, and holiday support hours and entitlements will be in effect: Holiday Date New Year s Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November

4 Christmas Day December 25 Remote Support Entitlement As the Managed Program is a monitoring and Managed management program, remediation of any network issues discovered by our network monitoring technology platform will be addressed by our helpdesk via remote support. All remote support services are considered covered services under this plan during regular business hours. All remote support services after regular business hours will be considered non covered remote support, and will be billed on a Time and Materials basis outlined in the table below. Supported Covered Remote Services Network Equipment And Software 1. Microsoft Windows Business Operating Systems and applications. 2. Business class wired network printers. 3. Cisco & Business Class network equipment 4. McAfee, Fortinet, Sonicwall, Edgemax & Cisco firewalls 5. Business software from the following vendors (current mfg. supported versions only): Sage, Intuit, Microsoft, Adobe, McAfee, Symantec On-Site Support Reactive On-site support services are considered covered services under this plan during regular business hours, after hours, and on holidays. Bench Repair In-Store Bench repair services are considered covered services under this plan. Bench repairs are subject to retail store hours and retail store operational rules and repair times. Shareholder/Business Owner Home Support Entitlement Reactive On-site support, remote support and managed services at shareholders and business owners homes are considered covered services under this plan during regular business hours, after hours, and on holidays. Covered shareholders/owners must have a 10%+ share in the business and be actively employed by the business. After hours and holiday support at home are limited to critical and major issues only as determined by Dymin Systems Inc. Covered Flat Fee Services 1. New PC or Laptop installation $200.00

5 Discount Labor Support Entitlement Discounted hourly billable labor (shown in the table below) apply to projects and business upgrades defined as Pre-Bid projects. Pre-Bid projects are any project that includes new technilogical capabilities for the business. IE: installing wireless access where there was no wireless access before, or installing a new server for remote access where there was no remote access before. Time of Service Business Support: Business Hours Rates *Onsite: $117 / hour *Remote: $117 / hour Business Support: After Hours *Onsite: $175 / hour *Remote: $175 / hour Business Support: Holidays *Onsite: $234 / hour *Remote: $234 / hour *Support rates are subject to change without notice. Service plan customers will receive a 10% discount off of regular daytime rates. No work will ever be performed without the CLIENT s expressed written or verbal consent, however on-site necessity will be at Dymin Systems sole discretion to determine. The CLIENT may refuse an on-site visit or an in-shop repair recommendation under the terms of this agreement, but may not bind Dymin Systems to work remotely as a covered support service when Dymin Systems has determined an on-site is necessary. The CLIENT is also entitled to a 10% discount on all in-store services. In-store service pricing is subject to change. Current in-store labor pricing is posted at Additions & Subtractions Adding or subtracting a supported device = $95 monthly Help Desk Support Services Telephone: , Option #1 [email protected]

6 Supported Additional Locations Business Name Location City/State Travel In the event that the CLIENT issue cannot be adequately remediated via remote means and an on-site visit is required, the following travel policies and charges will apply for locations outside the listed supported locations above: For locations within a 25-mile radius of the Dymin Systems Inc. s Location, no travel time will be assessed: For locations outside of a 25-mile radius of Dymin Systems Inc. s office: Travel time will be billed at half rate for travel to and from the CLIENT site. Monthly Fee Structure Based on the number of locations, users and devices within the CLIENT s organization, the monthly program price for the CLIENT is summarized in the table below: The CLIENT may choose one of these options to pay for the Managed Program and/or setup charges: (a) monthly payments with a one (1) year term; or (b) yearly payment with a one (1) year term. The CLIENT will be billed in advance for one (1) month of service plus any pro-rated amount for the current month depending on the execution date of this agreement. Regardless of the billing option chosen, the CLIENT will be invoiced on the first day of each month and payment terms are Net 30 days. Program Components Component Cost Base Program Fee $0.00 Required Service Plan Fund Monthly deposit amount: $0.00 TOTAL MONTHLY PROGRAM COST $0.00 Additional Costs Due Upon Signing Component Cost Early Termination Fee ($0.00) $0 Program Setup Fee $0 Tax $0 TOTAL AMOUNT DUE UPON SIGNING: $0.00

7 Legal Disclaimers Responsibilities of Dymin Systems Inc. The CLIENT s Network is eligible for monitoring and support under this Agreement, provided it is in good condition and Dymin Systems Inc. s serviceability requirements and site environmental conditions are met. Dymin Systems Inc. reserves the right to inspect the Network upon the commencement of the term of this Agreement for the purpose of conducting an assessment of the Network. Unless stated otherwise, said inspection shall be charged against the Account using our standard hourly billing rates of $120/hr. Dymin Systems Inc. shall not be responsible to the CLIENT for loss of use of the Network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the Network other than by authorized representatives of Dymin Systems Inc.. Dymin Systems Inc. reserves the right to suspend or terminate this Agreement if in its sole discretion; conditions at the service site pose a health or safety threat to any Dymin Systems Inc. representative. Dymin Systems Inc. s Managed Program is a Network Monitoring program where Dymin Systems Inc. performs network monitoring and uses the automatic notification capabilities of Dymin Systems Inc. s monitoring solution to notify the CLIENT and Dymin Systems Inc. of impending or current problems. Dymin Systems Inc. is also responsible for providing the CLIENT with computer or network data services on a time and material billable basis in accordance with terms outlined in this Agreement. In addition, Dymin Systems Inc. shall review with the CLIENT detailed reporting around the current health of the CLIENT s Network and provide recommendations for improvement on a Annual basis by way of the agreed upon consulting meeting. Responsibilities of the CLIENT The CLIENT agrees to ensure that the System will be housed and operated at the Authorized Location in a climate-controlled room which maintains an air temperature ranging between 45 F and 75 F, relative humidity not exceeding 80% non-condensing. Furthermore the CLIENT agrees it will provide a three-foot minimum clearance in front of the equipment, dedicated power source of 117 volts A.C. 20 amp circuit with a ground, and the System will be protected at all times by UPS power conditioning. If the Authorized Location fails to meet these specifications, or if the System is moved from the indicated location without the written consent of Dymin Systems Inc., subject to the terms and conditions as may be established by Dymin Systems Inc., then Dymin Systems Inc. shall have the right to terminate the Managed Program without any liability to Dymin Systems Inc.. The CLIENT shall provide Dymin Systems Inc. with domain administrator credentials, remote access capabilities and connectivity to covered systems at all times. The CLIENT must have all necessary components and connectivity in place before this Agreement is in effect. Dymin Systems Inc. may suspend performance under the Managed Program if the CLIENT fails to provide such remote access capabilities or connectivity to the System as is acceptable to Dymin Systems Inc.. The CLIENT agrees that it will inform Dymin Systems Inc. of any modification, installation, or service performed on the Network by individuals not employed by Dymin Systems Inc. in order to assist Dymin Systems Inc. in providing an efficient and effective network support response. In addition, the CLIENT shall be responsible for protecting data stored on the System and any necessary data backup. Dymin Systems Inc. disclaims responsibility for any lost, damaged, or destroyed software program, data or other information stored or residing on any media or any part of the System covered by this Agreement, including without limitation, deletion or alteration of the contents of any data storage media which may occur during service or repair of the System. In the event the CLIENT fails to make timely payment of the monthly program fee at any time throughout the duration of the contract, defined as prior to the past due date, or Dymin Systems Inc. is unable to collect the funds tendered by the CLIENT, then Dymin Systems Inc. may terminate the Managed Program, or in its sole discretion, suspend performance until payment is received. Dymin Systems Inc. may also suspend performance under the Managed Program if the CLIENT is in default of payment under any other agreement with Dymin Systems Inc. reserves the right to impose an increase to the monthly Managed Program price at the end of each three-hundred and sixty-five (365) day term. This cost increase will apply to all billable charges of the Managed Program and will be in effect for the subsequent three-hundred and sixty-five (365) day term. Dymin Systems Inc. must provide a 30 day advance written notice of the increase. Termination of Service Agreement Dymin Systems Inc. and/or the CLIENT shall have the right to terminate this Agreement under any of the following conditions: a. Should Dymin Systems Inc. not perform to the terms of this Agreement in a satisfactory manner, the CLIENT will provide Dymin Systems Inc. with a (30) day written notice of failure to comply and the intent to cancel the agreement. b. If the CLIENT does not pay Dymin Systems Inc. within thirty (30) days from receipt of Dymin Systems Inc. s invoice and/or otherwise materially breaches this Agreement. c. Dymin Systems Inc. may terminate this Agreement with ninety (90) days prior written notice to the CLIENT for convenience or good cause. In the event the CLIENT terminates this Agreement for any reason other than a breach of the terms herein, the CLIENT shall be entitled to a refund of any monies extended in advance of the month or part thereof for which services by Dymin Systems Inc. were last performed. Any outstanding debit balance for services rendered and/or charges to the CLIENT s account will become due and payable on the date that the early termination becomes effective. The CLIENT may be subject to an early termination penalty which must be paid in conjunction with early termination. The early termination penalty fee, if any, is outlined in the monthly fee table in section 1. The early termination fee is prorated and reduced by 33% for each contract annual anniversary date achieved and in force before early termination. Program Assignment Rights This Managed Program may not be assigned by the CLIENT without the prior written consent of Dymin Systems Inc.. Right to Substitute for Any Invalid or Unenforceable Provision

8 The invalidity or unenforceability of any provision of the Managed Program shall not affect the validity or enforceability of the other provisions, and this Agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted. Dymin Systems Inc. and the CLIENT agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that most closely approximates the economic effect and intent of the invalid and unenforceable provision. Out of Scope Elements Any service performed by Dymin Systems Inc. outside the scope of this Managed Program will be billed in accordance with hourly rates as defined above unless noted otherwise. Discounts expressed within this Agreement do not apply to hardware or software or other device purchases that may be needed or requested from the CLIENT. Any hardware or software merchandise is always billed separately and costs will be based on vendor price schedules at the time of purchase. Non-Hire Clause The CLIENT acknowledges that Dymin Systems Inc. is involved in a highly strategic and competitive business. The CLIENT further acknowledges that the CLIENT would gain substantial benefit and that Dymin Systems Inc. would be deprived of such benefit, if the CLIENT were to directly hire any personnel employed by Dymin Systems Inc.. Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by the CLIENT during the course of engagement and for a period of one (1) year thereafter. Except as otherwise provided by law, the CLIENT shall not, without the prior written consent of Dymin Systems Inc., solicit the employment of Dymin Systems Inc. personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement. The CLIENT agrees that Dymin Systems Inc. s damages resulting from breach by the CLIENT of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event the CLIENT violates this provision, the CLIENT shall immediately pay Dymin Systems Inc. an amount equal to an employment placement fee of three hundred (300) times the last hourly rate billed to the CLIENT for said employee immediately due to Dymin Systems Inc., as liquidated damages and Dymin Systems Inc. shall have the option to terminate this Agreement without further notice or liability to the CLIENT. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs Dymin Systems Inc. would incur to identify, recruit, hire and train suitable replacements for such personnel. Your signature on this document confirms your organization s agreement to adhere to this professional standard of conduct. Third-Party Beneficiaries This provision seeks to bar individuals who are not a party to the contract from asserting rights as intended beneficiaries. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the CLIENT and Dymin Systems Inc. and not for the benefit of any other party. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action of a third party against, either the CLIENT or Dymin Systems Inc.. Dispute Resolution The CLIENT and Dymin Systems Inc. agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement to mediation. The parties will share the cost of the mediator equally. Each party will cooperate fully and fairly with the mediator. If the dispute is no resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs for arbitration, including legal counsel, will be allocated by the arbitrator. Ownership of Intellectual Property Rights All programming, copyrightable works, writings, drawings, designs, or other works created or developed by Dymin Systems Inc. or its personnel during the performance of this Agreement and delivered to the CLIENT shall become the property of the CLIENT. Dymin Systems Inc. shall retain all copyright, patent, trade secret and other intellectual property rights that Dymin Systems Inc. created or developed for Dymin Systems Inc. under this agreement. ( Work Products ) Dymin Systems Inc. grants Dymin Systems Inc. a non-exclusive worldwide license to use and sublicense the use of the Work Product for the purpose of developing and marketing its products. Dymin Systems Inc. may no transfer any rights in Work Product to another person or company. The license shall have a perpetual term and my not be transferred by Dymin Systems Inc.. This license is conditioned upon full payment of the compensation due Dymin Systems Inc. under this Agreement and the failure to make such payment shall void this license. All copyright, patent, trade secrets, and other intellectual property rights arising out of the works created or developed by Dymin Systems Inc. or its personnel in performance of this Agreement shall be the exclusive property of the CLIENT. Contractor Proprietary Materials Dymin Systems Inc. owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement (Dymin Systems Inc.'s Materials). Dymin Systems Inc. may, at its option, include Dymin Systems Inc.'s Materials in the work performed under this Agreement. Dymin Systems Inc. retains all right, title and interest, including all copyrights, patent rights and trade secret rights Dymin Systems Inc.'s Materials. Dymin Systems Inc. grants Client a royalty-free nonexclusive worldwide license to use any of Dymin Systems Inc.'s Materials incorporated into the work performed Dymin Systems Inc. under this Agreement. Client may use Dymin Systems Inc.'s Materials only in conjunction with the Work Product and not in Client's other products. The license shall have a perpetual term and may not be transferred by Client. Confidentiality This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between the CLIENT and Dymin Systems Inc.. This Agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below. Dymin Systems Inc. acknowledges that in the course of providing services to said CLIENT, Dymin Systems Inc. may learn from the CLIENT certain non-public personal and otherwise confidential information relating to said CLIENT, including its customers, consumers or employees. Dymin Systems Inc. shall regard any and all information it receives which in any way relates or pertains to said CLIENT, including its customers, consumers or employees as confidential. Dymin Systems Inc. shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve the CLIENT or as are expressly and specifically permitted in writing by said CLIENT or as are required by applicable law. Said CLIENT acknowledges that it also has responsibility to keep records and information of its business, customers, consumers, and employees, confidential. Said CLIENT also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by Dymin Systems Inc. or which comes to its attention during the course of business and provided under this Agreement constitute valuable assets of, and confidential and/or proprietary to Dymin Systems Inc.. This provision shall survive termination of this Agreement and any other agreements between the CLIENT and Dymin Systems Inc.. Disclaimer of Warranties Dymin Systems Inc. makes no warranties of any kind, whether express or implied, including but not limited to, any implied warranties of merchantability and fitness for a particular purpose. Except as set forth in these terms and conditions, Dymin Systems Inc. makes no representation, warranty or covenant concerning the capabilities or performance of any personnel or service that Dymin Systems Inc. might provide to the CLIENT in connection with delivery or implementation of the Managed Program. Limitation of Liability

9 Dymin Systems Inc., its officers, employees, agents, and directors, shall not be liable for any direct or indirect damages to the customer other than actual damages directly and proximately resulting from the failure, delay, or non-performance of the services. The total liability of Dymin Systems Inc. for such damages will be limited and will not exceed $500, (five hundred thousand dollars) per claim and/or $500, (five hundred thousand dollars) per aggregate for services rendered during the term of this Agreement. The liability arising out of contract, tort, breach of warranty, infringement or otherwise, shall not include liability for loss of profits, loss or inaccuracy of data or indirect, special, incidental or consequential damages. Factors Beyond Control of Either Party (Force Majeure) No party shall be liable for any loss or damage due to failure or delay in rendering any service called for under this Agreement resulting from any cause, including but not limited to acts of God, flood, hurricane, extreme weather, fire, or other natural calamity, acts of governmental agencies, or similar causes beyond either party s reasonable control. Entire Agreement (Integration Clause) This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. No modifications, amendments or supplements to this Agreement shall be effective for any purpose unless in writing and signed by both parties. Agreement Dymin Systems Inc. shall sell to the CLIENT, and the CLIENT shall purchase from Dymin Systems Inc. according to the prices and the terms set forth herein, the services as specified herein. Dymin Systems Inc. is not bound by any representations or inducements not set forth herein. This Agreement shall become effective and binding upon the CLIENT s authorized signature. All information contained herein is considered confidential and shall not be reproduced or distributed. CLIENT Acceptance: Authorized By CLIENT Authorized Signature (Officer or Owner) Date Print Name Title