Technology Management Agreement

Schedule A – Service Offerings

Below are the components that make up the typical Support Agreement provided by InfiNet Solutions and agreed to by “Client”. For a more specific and or detailed listing of technologies and services covered within this agreement, refer to your Service Proposal.

Network Security:

INFINET SOLUTIONS utilizes a ‘defense in depth’ approach to network security. This component leverages the expertise of our INFINET SOLUTIONS Team with best-in-class firewalls, IPS/IDS, virus protection, remote access VPN, SPAM protection, and content filtering. Included in this offering:

Firewall Management
Switch Management
Virtual Private Network (VPN) support or remote connectivity support
Network Assessments
Network Documentation

Server Management:

INFINET SOLUTIONS manages and maintains the Servers to ensure maximum uptime and reliability in systems. Included in this offering:

Monitoring on: Event logs, Performance, Hard Disk Space Network Activity, Uptime
Service Pack and Patch Management
Server Antivirus Management
Backup & Restore Management and Remediation
Regular Server Maintenance
Managed Active Directory Structure
User Management on Server
Onsite and Remote Server Support

Endpoint Management:

Managing PCs and mobile devices presents a problem for many organizations today. Organizations look to increase employee productivity while securing all data and thus a constant need for upkeep and support on these devices exists. INFINET SOLUTIONS provides easy, secure, and reliable support of all Endpoint devices on the network. Endpoint quantities are subject to Client environment changes. Any changes in Endpoint Management do not nullify this agreement or any supplemental agreements. Included in this offering:

Monitoring on: Event logs, Performance, Hard Disk Space, Network Activity
Service Pack and Patch Management
Workstation Antivirus Management
Onsite and Remote workstation Support

Strategic Planning:

Most organizations overlook IT investments necessary to support a new offering or expand on their existing business. INFINET SOLUTION’s team of engineers and technical account managers will work hand-in-hand with Client to ensure that the IT budget is invested wisely and predictably.

Included in this offering:

Virtual CIO/IT Director role
Capacity Planning
Emerging technologies research
Business Continuity Design and Testing
Procurement Department

Schedule B – Services not included

On occasion Client may need an infrastructure upgrade or project in which INFINET SOLUTIONS can participate or provide competitive pricing. A Project is defined as a short-term initiative with a defined start and end that produces a unique output (product/service/capability); this includes significant expansion of the current environment. All projects are considered out of scope and billable separate from the monthly contract at an agreed upon fee with a fixed deliverable.

Examples include:

Major software version upgrade
Mailbox migration when includes a new server
New Datacenter Implementation
New Branch Office/Location
New VLAN Implementation

Change Requests (Major):

All change requests require Client approval whether covered by the monthly contract or not. Change requests taking longer than 4 hours at one time are considered Major Change Requests and are out of scope. Out of scope Change Requests will be converted into a Project.

Examples include:

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 Fees of any kind.
The cost of any 3^rd 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.
Maintenance of Applications software packages, whether acquired from Service Provider or any other source unless as specified in Attachment A.
Programming (modification of software code) and program (software) maintenance unless as specified in Attachment A.
Training Services

Schedule C – Client Responsibilities

Although INFINET SOLUTIONS strives to be able to service our client’s entire IT needs, certain responsibilities remain with Client’s staff. Among those responsibilities is warranty support on all devices under management. Due to the complexity and wide variety of technologies in any environment, it is crucial to keep manufacturer warranties current and with appropriate support levels. Further client responsibilities are as follows:

Firewall license, manufacturer support and/or warranty
Router and switch manufacturer warranty (24/7 for core devices and 8×5 NBD for others)
Cybersecurity Insurance
To notify INFINET SOLUTIONS of any changes initiated by Client within covered systems
Antivirus and anti-spyware license and support for non-INFINET SOLUTIONS licenses
Backup software license, manufacturer support and/or warranty
Keeping genuine, licensed, and vendor-supported Server and Desktop Software
Committing to secure and encrypted wireless data traffic in all offices
Maintenance and updates of Business Continuity Plan
Line of Business application support

Change Requests:

On occasion Client may need an infrastructure change (Major or Minor) that INFINET SOLUTIONS can quickly resolve. A Change is defined as an Add/Change/Remove to an existing component/environment. All change requests require client approval whether covered by the monthly contract or not.

All Minor Change Requests (any change requests needing less than 4 hours of continuous engineering time) are included in this contract. Examples of Minor Change Requests are:

Non-major version upgrades to devices under management
Installation of up to three (3) new PCs per month
Remote rollout of software or upgrades
Mailbox Migration using existing servers
Adding switch ports to a VLAN
Service Pack installations

Schedule D – Service Levels Targets and Escalation Details

The following table shows the target of response and resolution times for each priority level. A ticket Priority is set by determining Severity (# of users affected) and Impact (business workflow).

Standard SLA (8 Hours/Day)	Respond Within	Resolution Plan Within	Resolved Within
Priority 1 – Emergency	.2 Hours (12 Minutes)	.5 Hours	4 Hours
Priority 2 – Quick	.2 Hours (12 Minutes)	1 Hour	8 Hours
Priority 3 – Normal	.2 Hours (12 Minutes)	2 Hours	24 Hours (3 Business Days)
Priority 4 – Next Visit	.2 Hours (12 Minutes)	4 Hours	173 Hours (1 Month)

Urgency & Impact Matrix

The following tables show the Urgency and Impact Matrix along with the Definitions.

Impact	High Urgency	Medium Urgency	Low Urgency
High	PRIORITY 1	PRIORITY 2	PRIORITY 2
Medium	PRIORITY 2	PRIORITY 3	PRIORITY 3
Low	PRIORITY 3	PRIORITY 3	PRIORITY 4

Urgency – Low	One user or a small group of users is affected
Urgency – Medium	Departments or large groups of users are affected
Urgency – High	The whole company is affected
Impact – Low	More of an irritation than a stoppage
Impact – Medium	Business is degraded, but there is a reasonable workaround
Impact – High	Critical – Major business processes are stopped

SERVICES

During the Term defined in the Service Proposal INFINET SOLUTIONS will provide Client, with the Managed IT Services (“Services”) set forth on the Service Proposal and, if requested and agreed to by INFINET SOLUTIONS and Client, the “Excluded Services” set forth in the Schedule B. All Services provided hereunder shall be governed by the terms of the Master Services Agreement between the parties, except as otherwise set forth herein.

DUTIES OF THE PARTIES.

Duties of INFINET SOLUTIONS. INFINET SOLUTIONS agrees to use commercially reasonable efforts to timely deliver and support the Services for Client in accordance with industry standards.
Duties of Client. Client agrees to (i) timely submit all payments to INFINET SOLUTIONS; (ii) provide INFINET SOLUTIONS with access to Client’s facilities, including access to Client’s computer systems, according to the Client’s procedures which are provided to INFINET SOLUTIONS in writing and in advance, and adequate and suitable facilities and space for INFINET SOLUTIONS’s personnel to work at the Client’s facility and on such computer systems. If INFINET SOLUTIONS determines that the Services require INFINET SOLUTIONS to remotely access Client’s computer systems, Client agrees that it shall also provide INFINET SOLUTIONS with all the information reasonably requested by INFINET SOLUTIONS for INFINET SOLUTIONS to remotely access Client’s computer systems. Client also acknowledges and agrees that the providing of the Services may in some circumstances result in the disruption of services at Client’s facility or on Client’s computer systems or loss or damage to software or hardware.

PRICING AND PAYMENT

Pricing. The fees (“Fees”) for Service Offerings and Excluded Services are set forth in the Service Proposal.
Payment. INFINET SOLUTIONS will invoice Client on a monthly basis per the fees agreed to in the Service Proposal.

SUITABILITY

Minimum Standards Required for Services

In order for Client’s existing environment to qualify for InfiNet Solutions’ Managed Services, the following requirements must be met:

All Servers with Microsoft Windows Operating Systems must be running Windows 2012 Server or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 10 or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
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.
The environment must have a currently licensed, Vendor-Supported Server-based Backup Solution.
The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.

Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement. If certain systems or software do not comply with Schedule C- Client Responsibilities or the above Suitability requirements a Liability Waiver will be required to proceed with any and all services.

TERM AND TERMINATION

This Agreement shall be effective for one (1) year, commencing on the date the Service Proposal is signed by Client and accepted and executed by INFINET SOLUTIONS and shall automatically renew for additional 1-year periods. The initial one-year period and following each one-year period of this Agreement is referred to as an “Effective Period” and collectively all of the Effective Periods of this Agreement are referred to as the “Term”.
Either party may terminate this Agreement at any time by providing at least 60 days (“Notice Period”) prior written notice to the other party. Client acknowledges and agrees that Client is responsible to pay monthly Fees for Service Offerings during the Notice Period, regardless if Client requests not to receive such Service Offerings during the Notice Period. A termination notice is invalid if a past due balance exists; therefore, the Client must bring the account balance to zero in order to submit termination notification. Termination notification by Client other than ‘for a cause’ termination will be invalid unless full payment of all outstanding invoices and future services to be provided through the termination date, is received by Infinet within 30 calendar days of Client’s termination notification.
Either party can terminate this Agreement if (i) the other party breaches any material term or condition of this Agreement and fails to correct such breach within thirty (30) days after receipt of the written notice of the same, except in the failure to pay fees, which must be remedied within 15 calendar days after receipt of written notice from InfiNet; without cause, upon sixty (60) days written notice, or (iii) other party becomes a member of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty calendar (60) days of filing.
Within ten calendar (10) days of such a termination each party will (i)return all confidential Information, hardware or other materials of the other party in its possession (ii) discontinue the use of and permanently delete from the party’s computer systems any and all of the other party’s software and other computer programs installed or provided by the other party (iii)will not make or retain any copies of such Confidential information except as required to comply with any applicable legal or accounting record keeping requirements.

GENERAL TERMS

This Technology Management Agreement shall be subject to the terms of the Master Services Agreement between the parties. This Technology Management Agreement between INFINET SOLUTIONS and Client supersedes any prior understandings or written or oral agreements between INFINET SOLUTIONS and Client with respect to the subject matter of this Technology Management Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both INFINET SOLUTIONS and Client. This Agreement shall not be deemed to extinguish or mitigate any payments, which are owed to InfiNet by Client pursuant to the terms of any previous or other existing agreements between InfiNet and Client. Client acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

In the event of any conflict between the provisions of a Service Proposal and this Technology Management Agreement, the specific provisions contained in the Service Proposal shall control.