Master Managed Services Agreement

T: 01904 409040 info@clearwave-es.com www.clearwave-es.com Master Managed Services Agreement Page 1 of 19

Managed IT Services Agreement 1. Definitions 1.1 The definitions and rules of interpretation in this clause apply in this Agreement. Customer: Network Monitoring: Services: Service Provider: the person, firm or company who purchases Services from the Service Provider; the Service Provider shall use software to monitor the Customer s network for slow or failing components; the Services provided by the Service Provider set out in Appendix B of this Agreement and as agreed from time to time; Registered in England and Wales, Company : 07769044 of 5 Audax Court, York, YO30 4RB; Vendor Management: the Service Provider, with the Customer s authority, will act on behalf of the Customer in resolving issues with goods or services sold to the Customer by a third party. Vendor Support Agreement: Vendor-Supported: VAT: Project: Terms of Service Onsite Support: an agreement provided by a third party vendor to cover technical support issues that involve the diagnosis or replacement of hardware components. a business service or product that is covered by a commercial vendor support agreement. value added tax chargeable under English law for the time being and any similar additional tax; A predefined item of work that shall be billed separately to the Customer. the end user terms of service for GFI Max Managed Online Backup, a copy of which is available at [http://www.clearwavees.com/system/files/filedepot/1/mob%20eula.pdf]. where an issue requires onsite support this may be carried out by a 3 rd party vendor or with the Customer s consent the Service Provider s engineer, agent or contractor. 2. Agreement Page 2 of 19

2.1 This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. 2.2 This Agreement is effective upon the date signed or the date the Services commence and shall remain in force for a period of 1 year, and be reviewed annually to address any necessary adjustments or modifications (the Term ). Where the Services include Managed Online Backup, you are deemed to have read and accepted the Terms of Service, a copy of which is available at [http://www.clearwave-es.com/sites/default/files/mob%20eula.pdf] 2.3 The Agreement automatically renews for a subsequent period of 1 year 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, such notice to expire before the annual renewal date. 2.4 This Agreement may be terminated by either party upon ninety (90) days written notice to the other party if: (a) (c) (d) the other party fails to fulfil in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt such written notice; the other party 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; the other party terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement; or the other party ceases, or threatens to cease, to trade. 2.5 This Agreement may be terminated by the Service Provider upon ninety (90) days written notice to the Customer. 2.6 If either party terminates this Agreement, the Service Provider will assist Customer in the orderly termination of services, including timely transfer of the services to another designated provider providing that the Customer agrees to pay the Service Provider the actual costs of rendering such services. 2.7 Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination. 2.8 All sums payable to the Service Provider under this agreement shall become due immediately on its termination, despite any other provision. This clause 2.8 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement. Page 3 of 19

2.9 On termination of the Contract for any reason the Customer shall immediately pay to the Service Provider all of the Service Provider's outstanding unpaid invoices, including all payments until the end of the Term, together with applicable interest and, in respect of Services supplied but for which no invoice has been submitted, the Service Provider shall submit an invoice, which shall be payable by the Customer immediately on receipt. 3. Fees and Payment Schedule 3.1 The Fees for the Services will be at the agreed rate as set out in the services proposal plus VAT per month, invoiced to Customer on a Monthly basis, 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 that of a full three months of the monthly service. 3.2 It is understood that any and all services requested by the Customer that fall outside of the terms of this Agreement will be considered additional projects, and will be quoted and billed as separate, individual projects in accordance with the Service Provider s current charges as amended from time to time. 3.3 Without prejudice to any other right or remedy that the Service Provider may have, if the Customer fails to pay the Service Provider within 5 days of the due date the Service Provider may: (a) charge interest on such sum from the due date for payment at the annual rate of 6% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Service Provider may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and suspend all Services until payment has been made in full. 3.4 Time for payment shall be of the essence of the Agreement. 3.5 All payments payable to the Service Provider under the Agreement shall become due immediately on termination of the Agreement, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. 3.6 The Service Provider may, without prejudice to any other rights it may have, set off any liability of the Customer to the Service Provider against any liability of the Service Provider to the Customer. 4. Service Provider s Obligations The Service Provider shall use reasonable endeavours to supply the Services in Appendix B and meet the performance timescales specified, but any such dates shall be estimates only and time shall not be of the essence of the Agreement. Page 4 of 19

5. Customer s Obligations 5.1 The Customer shall: (a) (c) (d) (e) co-operate with the Service Provider in all matters relating to the Services; provide in a timely manner such access to the Customer's premises and data, and such office accommodation and other facilities, as is requested by the Service Provider; where the Services include Managed Online Backup, comply in all material respects with the Terms of Service; provide in a timely manner such information as the Service Provider may request, and ensure that such information is accurate in all material respects; and be responsible (at its own cost) for preparing the relevant premises for the supply of the Services. 5.2 In order for Customers existing environment to qualify for Service Providers Managed Services, the following requirements must be met: (a) All Services with Microsoft Operating Systems must be running Windows 2003 Server or later, and have all the latest Microsoft Service Packs and Critical Updates installed. (c) (d) (e) (f) (g) All Desktop PC s and tebooks/laptops with Microsoft Windows Operating Systems must be running Windows XP Pro Service Pack 3 or later and have all the latest Microsoft Service Packs and Critical Updates installed. All handheld devices must be installed with the manufacturers supplied operating system. 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, Desktop, tebooks/laptops and Email. The environment must have a currently licensed, vendor-supported server based Backup Solution that can be monitored and send notification on job failures and successes. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet. Page 5 of 19

(h) (i) All wireless data traffic in the environment must be securely encrypted. There must be an outside static IP Address assigned to a network device allowing Remote Desktop, Virtual Private Network access or SSH Access. 5.3 Any costs required to bring Customer s environment up to these Minimum Standards are not included in the Agreement and will be quoted for and charged separately. 5.4 If the Service Provider's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall be liable to pay to the Service Provider on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Service Provider confirming such costs, charges and losses to the Customer in writing. 5.5 The Customer shall not, at any time from the date of the Agreement to the expiry of six months after the completion of the Services, solicit or entice away from the Service Provider or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Service Provider. 5.6 The Customer shall comply with the Terms of Service and shall indemnify the Service Provider against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Service Provider arising out of or in connection with the Customer's breach of the Terms of Service. 6. Change Control 6.1 If either party requests a change to the scope or execution of the Services, it shall submit details of the requested change to the other in writing and the Service Provider shall, within a reasonable time, provide a written estimate to the Customer of: (a) (c) (d) the likely time required to implement the change; any variations to the Service Provider's charges arising from the change; the likely effect of the change on the Services; and any other impact of the change on the terms of the Agreement. 6.2 If the Customer wishes the Service Provider to proceed with the change, the Service Provider has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services and any other relevant terms of the Agreement to take account of the change. Page 6 of 19

6.3 This Agreement covers only those services and equipment listed in Appendix B. The Service Provider must deem any equipment/services the Customer may want to add to this agreement after the effective date acceptable before adding to the Agreement. The addition of equipment/services not listed in Appendix B at the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the Customer s Monthly charges. 6.4 Should adjustments or modifications be required that increase the monthly fees paid for the services rendered under this Agreement a new agreement will be drafted to reflect the adjustments or modifications. The current agreement will remain in force until such time it is superseded by the new agreement. 7. Confidentiality 7.1 The Service Provider and its agents will not use or disclose Customer information except as necessary to or consistent with providing the Services and will protect against unauthorised use. 7.2 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Service Provider or its agents, and any other confidential information concerning the Service Provider's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer's obligations to the Service Provider, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer. This condition shall survive termination of the Agreement, however arising. 8. Limitation of Liability 8.1 The following provisions set out the entire financial liability of the Service Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) (c) any breach of the Agreement; any use made by the Customer of the Services, or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement. 8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. 8.3 thing in these conditions excludes the liability of the Service Provider: Page 7 of 19

(a) for death or personal injury caused by the Service Provider's negligence; or for fraud or fraudulent misrepresentation. 8.4 Subject to condition 8.2 and condition 8.3: (a) the Service Provider shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods; or (vi) loss of contract; or (vii) loss of use; or (viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. the Service Provider's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid for the Services during the 12 month period immediately preceding the breach. 8.5 In the event of any loss or damage to Customer data, the Customer's sole and exclusive remedy shall be for the Service Provider to use reasonable commercial endeavours to restore the lost or damaged Customer data from the latest backup of such Customer data in accordance with the Terms of Service. 8.6 The Service Provider shall not be responsible for any loss, destruction or alteration of Customer data, or any unauthorised disclosure of Customer data caused by: (a) (c) (d) (e) (f) the Customer, its employees or officers; the Customer s or its employees or officers negligence or default; any third party (except those third parties subcontracted by the Service Provider to perform services related to Customer data maintenance and back-up) errors or omissions in any information, instructions, data or scripts provided to the Service Provider by the Customer in connection with the Services; any acts or omissions by the Customer in breach of the Terms of Service; or any actions taken by the Service Provider at the Customer's direction. Page 8 of 19

9. Intellectual Property All Intellectual Property Rights and all other rights in the Services shall be owned by the Service Provider. For the duration of this Agreement the Service Provider hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services as is envisaged by the parties. 10. General If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Agreement. The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else. This Agreement and the Terms of Use constitute the entire Agreement between Customer and Service Provider for monitoring/maintenance/service of all equipment listed in Appendix B. These terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Customer. The Service Provider shall have no liability to the Customer under the Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or sub-contractors. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in Page 9 of 19

connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). Page 10 of 19

Appendix A Response and Resolution Times The following table shows the targets of response and resolution times for each priority level: Affected Service Priority Response time (in hours) * Resolution time (in hours) * Escalation threshold (in hours) Service not available (all users and functions unavailable) Significant degradation of service (large number of users or business critical functions affected, business process can continue Limited degradation of service (limited number of users or functions affected, business process can continue) 1 Within 1 Hour ASAP Best Effort 2 Within 4 hours ASAP Best Effort 3 Within 24 hours ASAP Best Effort 2 hours 8 hours 48 hours Small service degradation 4 Within 48 hours ASAP Best Effort 96 hours *Within normal working hours Page 11 of 19

Support Tiers The following details and describes our Support Tier levels Support Tier Tier 1 Support Tier 2 Support Tier 3 Support Description All support incidents begin in Tier 1 where the initial service ticket is created. The issue is identified and clearly documented and basic hardware/software troubleshooting is initiated. 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 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 3 rd Party (Vendor) Support Engineers to resolve the most complex issues Page 12 of 19

Service Request Escalation Procedure 1. Support Request is Received 2. Service Ticket is Created 3. Issue is identified and documented in service management system 4. Issue is qualified to determine if it can be resolved through Tier 1 Support If the issue can be resolved through Tier 1 Support: 5. Level 1 resolution issue is worked to successful resolution 6. Quality Control Issue is verified to be resolved to Customers satisfaction 7. Service Ticket is closed after complete problem resolution details have been updated in PSA System If the issue cannot be resolved through Tier 1 Support: 8. Issue is escalated to Tier 2 Support 9. Issue is qualified to determine if it can resolved by Tier 2 Support If issue can be resolved through Tier 2 Support 10. Level 2 Resolution issue is worked to successful resolution 11. Quality Control Issue is verified to be resolved to Customers satisfaction 12. Service Ticket is closed, after complete problem resolution details have been updated in PSA system If issue cannot be resolved through Tier 2 Support: 13. Issue is escalated to Tier 3 Support 14. Issue is qualified to determine if it can be resolved through Tier 3 Support If issue can be resolved through Tier 3 Support: 15. Level 3 Resolution issue is worked to successful resolution 16. Quality Control Issue is verified to be resolved to Customer s satisfaction 17. Service Ticket is closed, after complete problem resolution details have been updated in PSA system If issue cannot be resolved through Tier 3 Support: (NB: where the Services agreed by the Customer do not include Onsite Support they will be charged by the Service Provider to the Customer at the rates set out in Appendix B, Part 2.) 18. Issue is escalated to Onsite Support 19. Issue is qualified to determine if it can resolved through Onsite support If issue can be resolved through Onsite support: Page 13 of 19

20. Onsite Resolution issue is worked to successfully resolution 21. Quality Control Issue is verified to be resolved to Customer s satisfaction 22. Service Ticket is closed, after complete problem resolution details have been updated in PSA system If issue cannot be resolved through Onsite support: 23. I.T. Manager Decision Point request is updated with complete details of all activity performed Page 14 of 19

Appendix B PART 1 The Services Description Frequency Included (Yes/) General Document software and hardware changes As Performed Test Backup with restores Quarterly Monthly reports of work accomplished, work in progress, Monthly monitoring Servers Manage Servers On going Check print queues As needed Monitor all Server Services On going Keep Service Packs, Patches and Hotfixes current as per Monthly company policy Check event log of every server and identify any potential On going issues Monitor hard drive free space on server On going Monitor Exchange Database On going Monitor Active Directory replication On going Monitor SQL Services On going Reboot servers if required As needed Perform regular remote system maintenance Monthly Install supported software upgrades As needed Setup and maintain security groups As needed User Account Administration including Password resets, As needed Account Unlocks, User name changes and email address changes Check and monitor system backups On going Alert Customer to dangerous server conditions -Memory running low -Hard drive showing signs of failure -Hard drive running out of disk space -Controllers losing interrupts -Network Cards report unusual collision activity -Security Perimeter under attack On going Disaster Recovery Alert Customer to dangerous conditions As needed Devices Manage Desktops -Monitor Microsoft System Services -Monitor hard drive free space -Record Asset Information -Monitor Hard Drive Health -Hacker Check Page 15 of 19 On going

-Monitor Critical System Events Keep Service Packs, Patches and Hotfixes current as per Monthly company policy Manage Network Printers As needed Manage Routers As needed Manage Firewalls As needed Mobile Devices Manage Mobile Devices As needed Remote MS Exchange Account Administration including As needed password resets, username changes and email address changes Remote Device Lock As needed Remote Device Wipe As needed Block Program Installation On going Networks Check Router Logs As needed Performance Monitoring/Capacity Planning On going Monitor routers, firewalls and internet connectivity and On going check for service thresholds Security Check Firewall Logs As needed Check Anti Virus definition auto updates have occurred On going Check backup has been performed to daily schedule Monthly Monitor and check file permissions and file size Monthly Monitor security event logs On going Applications Manage operational levels of Microsoft Server Applications As needed Manage functional level of Line of Business Applications As needed Install Software updates as authorised by Customer As needed Hosted Services Administer Email Filtering Service As needed -Adding aliases -Modifying Filter Sensitivity -Adding or removing users -Issue reports on request Administer Web Filtering Service As needed -Modifying categories -Adding or removing domains Administer Office 365 -Adding/Removing Users -Adding/Removing Aliases -Liaising with Microsoft on operational status As needed Page 16 of 19

1. Coverage IT Helpdesk, Vendor Management and Network Monitoring of Customers IT networks will be provided to the Customer by Service Provider through remote means between the hours of 9:00am and 5:00pm Monday through Friday, excluding public holidays. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the Provision of Appendix B. Hardware costs of any kind are not covered under the terms of this Agreement. Support and Escalation Service Provider will respond to Customer s service tickets under the provision of Appendix A. Service Tickets must be opened by Customer s designated I.T. Contact Person, by email to our IT Help Desk or by phone if email is unavailable. Each call will be assigned a Service Ticket number for tracking. Our escalation process is detailed in Appendix A. Service outside rmal Working Hours Emergency services performed outside of the hours of 9:00am 5:00pm Monday to Friday, excluding bank holidays shall be subject to provisions of Appendix B. Service Calls where no issue is found If Customer requests onsite service and no problem is found or reproduced Customer shall be billed at current applicable rates indicated in Part 2 of Appendix B. 2. Additional Maintenance Services Hardware/System Support Service Provider shall provide support of all hardware and systems specified in Appendix B, provided that all Hardware is covered under a currently active Vendor Support Agreement; or replacement parts be readily available, and all Software be Genuine, currently licenses and vendor supported. Should any hardware or system fail to meet these provisions, they will be excluded from this Agreement. Should third party vendor support charges be required in order to resolve any issues, these will be passed on to the Customer after first receiving the Customers authorisation to incur them. Virus Recovery for Current, Licensed Anti-Virus 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. Where the computer based system cannot be recovered remotely then standard charges would be applicable to return the system to its original condition. This service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution. Monitoring Services Page 17 of 19

Service provider will provide on-going monitoring and security services of all critical devices as indicated in Appendix B. Service Provider will provide monthly reports as well as document critical alerts, scans and event resolutions to Customer. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means. 3. Excluded Services The following Services are not included under this Agreement: (a) (c) (d) (e) (f) (g) (h) (i) (j) (k) Parts, equipment or software not covered by vendor/manufacturer warranty or support The cost of any parts, equipment or shipping charges of any kind The cost of any Software, Licensing or Software Renewal or Upgrade of any kind The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind. The cost to bring Customers environment up to minimum standards required for Services Failure dues to acts of God, building modification, power failures or other adverse environmental conditions or factors Service and repair made necessary by the alteration or modification of equipment other than that authorised by Service Provider including alterations, software installations or modifications of equipment made by Customers employees or anyone other than Service Provider Maintenance of Applications software packages whether acquired from Service Provider or any other source unless as specified in Appendix B Programming (modification of software code) and program (software) maintenance unless as specified in Appendix B Training Services of any kind Onsite Support services or site visits by the Service Provider, where these services have not been agreed as part of the agreed Services. Page 18 of 19

PART 2 Service Rates Labour Remote PC Management 9am-5pm M-F Remote Printer Management 9am-5pm M-F Remote Network Management 9am-5pm M-F Remote Server Management 9am-5pm M-F Vendor Management 9am-5pm M-F Network Monitoring 9am-5pm M-F Onsite labour all other times Workshop Labour all other times Remote Labour all other times Rate TBC/hr TBC/hr TBC/hr TBC/hr TBC/hr TBC/hr TBC/hr TBC/hr TBC/hr Covered Equipment Managed Desktops: Managed Printers: Managed Networks: Managed Servers: Managed Handhelds: Covered Software Desktops: Servers: Handhelds: Hosted Services: Page 19 of 19