PCG “SLA” Service Level Agreement

Addendum A – Terms and Conditions

1. Parties. The parties entering into this Agreement are _________________________, herein referred to as “Client”, with offices located at _________________________________and Portsmouth Computer Group, Inc., with headquarters located at 30 Mirona Road Ext. Portsmouth NH 03801, herein referred to as “PCG”.
2. Scope of Products and Services and Cost. Client agrees to retain PCG to provide the products and services, set forth herein, and to pay the fees according to the payment schedule, as further specified in Addendum A, attached hereto and incorporated herein by reference (“Services”), and Solution Provider agrees to so serve.  Solution Provider warrants and represents that it has the requisite authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Agreement and all applicable laws and agrees to perform the Services on the terms and conditions set forth herein
3. Term of Agreement. Except where executed in tandem with other PCG Agreements such as but not limited to Hardware-As-A-Service agreements where this term is subject to and defined by a minimum term equal to the term of that other PCG Agreement then this Agreement, upon the effective date, shall remain in force for a period of 1 year (“Initial Term”) from the effective date.  This Agreement will automatically renew for a subsequent 1-year term beginning on the day immediately following the end of the Initial Term and each successive term.  Fees and payment terms for subsequent terms shall be assessed at Solution Provider’s rates then in effect.  Each party shall give the other written notice of its intent to terminate this Agreement no later than thirty (30) days prior to the current term’s end date.  Failure to provide written notice of termination not less than thirty (30) days prior to the current term’s end date shall constitute intent to renew this Agreement.
4. Fees: (Fees / Payment)
   1. Monthly Computing as Promised fees are outlined in Addendum C.
   2. Fees are subject to review and adjustment on a quarterly basis.  PCG agrees to notify Client 30 days in advance of any change in fees, with the exception of a minimum annual increase of 2% to account for inflation and other factors at the discretion of the PCG.
   3. Monthly fees will be invoiced each calendar month in advance.
   4. Client may be charged interest at the rate of 2% per month, compounded monthly for any amount remaining outstanding over 30 days.  If any amount remains unpaid 30 days after becoming due, all un-matured installments, including all amounts that are or would become due and payable for the remaining term of this Agreement, shall become immediately due and payable at the sole option of the PCG.  All costs of collection, including but not limited to reasonable attorney’s fees incurred by PCG shall be the responsibility of the Client.
   5. If Client is not current with regard to payment schedule PCG may suspend any and all service or charge service rates until client has made all payments required to bring the account status current with regard to monies owed to PCG.  Suspension of service for this reason does not release the client for any monies owed PCG.
5. Ownership of Instruments of Service. Client acknowledges Solution Provider’s work product, including electronic files, as instruments of professional service.  Nevertheless, any final electronic work product prepared under this Agreement and delivered to Client shall become the property of Client upon completion of the services and payment in full of all monies due to Solution Provider.
6. Independent Contractor. The parties agree that Solution Provider shall be an independent contractor and shall not be an employee, agent, or servant of Client. Client agrees to allow PCG to assign, delegate, and subcontract services to third party competent contractors approved by PCG.
7. Indemnification. Each of the Parties hereby covenant and agree to indemnify, save, and hold harmless the other, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney’s fees, litigation, judgments, damages, claims and demands of any kind whatsoever arising from or out of any negligent act or commission or other tortuous conduct of Client, its officers, employees, or agents in the performance or nonperformance of its obligation under this Agreement.
8. Termination.
   1. This Agreement may be terminated by PCG or Client.
   2. PCG or Client shall affect such termination by giving written notice of termination to the other, specifying the effective date of termination, at least Ninety (90) calendar days prior to the effective date of termination.  If notice is given by Client under (90) days of expected termination, Client agrees to pay Solution Provider remaining monies for the current month and subsequent five months.  Solution Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Solution Provider for the actual costs of rendering such assistance based on Solution Provider’s then applicable “Project” rates.  Actual costs could include but are not limited to:  training, data transfer, license transfers, and administrative time working with new provider.
9. Limitation of Liability. In no event shall PCG, Inc be held liable anything outside of services billed for any incident. This includes 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.
10. Force Majeure and Malicious Acts. This Agreement is designed to cover the support needs of Client during normal operating conditions.  Solution Provider shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restriction (including the denial or cancellation of any export or necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party.  Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this Agreement.
11. Confidentiality. Neither party shall disclose any proprietary or confidential information obtained from the other including this Agreement and Addendums unless so directed by a court of law or government authority.  Client agrees not to disclose rate(s), term(s), or any information regarding this Agreement without the prior written consent of Solution Provider.
12. Non-Solicitation of PCG, Inc Employees. During the term of Solution Provider’s contract employment by Client and for a period of five (5) years from termination of Solution Provider’s contract employment Client shall not, either on its own account or for any person, firm, partnership, corporation, or other entity (a) hire any employee of Solution Provider or any former employee of Solution Provider  (b) solicit, interfere with, or endeavor to cause any employee of Solution Provider to leave the employment of Solution Provider, or (c) induce or attempt to induce any such employee to breach her or his employment agreement with Solution Provider.
    1. In the event that the Non-Solicitation provision is broken, Client agrees to pay Solution Provider 1.5 times the employees annual salary.
13. Equipment and Facilities. Client agrees that Solution Provider may utilize certain items of Client’s equipment and may gain access to certain Client facilities.  Client shall retain title and ownership in all of Client’s equipment owned by Client and utilized by PCG and must grant authority for Solution Provider to access Client’s facility.  Facility access may be denied for any reason at any time; however, if access to facilities is denied, Client understands that Solution Provider may be unable to perform its duties adequately and if such a situation should exist, Solution Provider will be held harmless by Client.  Should Client wish Solution Provider to be able to perform onsite support ‘after hours’ it is the responsibility of Client to coordinate with Solution Provider to allow the means for such after-hours access.
14. Passwords. Solution Provider and Client acknowledge that Solution Provider must have access to any and all such systems and resources to perform its duties under this Agreement.
15. No Warranty. SOLUTION PROVIDER MAKES NO WARRANTY OR REPRESENTATION OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SOLUTION PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES.  SOLUTION PROVIDER SPECIFICALLY DISCLAIMS, AND CLIENT SPECIFICALLY RELEASES SOLUTION PROVIDER FROM, ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO ANY PERSON OR PROPERTY, RESULTING FROM A DEFECT.
16. Modifications. Solution Provider reserves the right to make adjustments or modifications to the terms of this Agreement.  If such a modification is required Client will be notified in writing or email of the change via an amendment document.
17. Governing Law. The laws of the State of New Hampshire shall govern the validity, performance, and enforcement of this Agreement and venue shall be in the Rockingham District Court, NH.
18. Assignment. This Agreement may not be assigned without the prior written consent of the non-assigning party.
19. Amendment. This Agreement shall not be amended, except by subsequent written agreement of the parties.
20. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
21. Invalid Provision. If any provisions of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof, all of which other provisions shall remain in full force and effect.  It is the intent of the parties hereto that, if any provision of this Agreement is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.
22. Notices.All notices, requests, claims, demands and other communications hereunder shall be in writing.  Such notices shall be given (i) by delivery in person (ii) by first class, registered or certified mail, (iii) by facsimile, or (iv) by electronic mail to the address of the party specified.

Addendum B:  Scope of Services Provided by PCG

1. Products and Services Provided by Solution Provider – “Computing as Promised Services”
   1. Proactive Centralized Services
      1. 24×7 monitoring and remote remediation of devices by the Solution Provider’s Computing as Promised Management Team,
      2. Proactive Remote work* and automated maintenance to keep covered devices in an optimal state,
      3. Asset Tracking of Software and Hardware,
      4. Covered device patch management,
      5. Managed Anti-Spyware and Anti-Virus software for Windows Personal Computers and Servers,
      6. Personal Computer and Server optimization.
   2. Fully Staffed Customer Service Desk: 
      1.  Helpdesk support with unlimited availability, during regular business hours,
      2. Client Service Portal for 24×7 access to service tickets and account management,
      3. Client on-boarding, tutorials, and “how-to” resources for line-of-business applications and services,
      4. Remote, Bench and On-site Reactive Technical Services*, during regular business hours,
      5. Vendor Management:  Troubleshooting and technical support services on behalf of Client that require contact with IT Systems vendors, including Internet Service Providers, printer providers, and line-of-business application providers.
         1. Unlimited vendor management, exclusive of any Project work, as determined by Solution Provider.
         2. Client is required to have with current technical support, warranty, and software update support agreements with Vendors in order to receive unlimited Vendor Management.
   3. Network Administration:
      1. Assigned Network Administrator,
      2. Implementation of Solution Provider’s Best Practices for IT Systems administration and management,
      3. Centralized Services reporting and review,
      4. IT Systems Documentation and Technology Summary Reports,
      5. Network management and proactive remote and onsite maintenance.
   4. Strategic IT Consulting, Project and Procurement Services:
      1. Assigned Strategic IT Consultant,
      2. Annual budget planning and forecasting services,
      3. Line of Business application research and consulting services,
      4. Analysis of business impact of IT Vendor systems changes.
      5. Proactive periodic onsite IT Systems review with assigned Strategic IT Consultant.  Strategic budgeting and planning services are best performed on a regular basis.  At a minimum Solution Provider and Client will meet yearly to review service and discuss planning for the next year.  Project services and strategic consulting services are generally more specific to each Client therefore Solution Provider and Client agree to both assist in driving this process beyond that minimum engagement to gain maximum value and communication outside of the day-to-day maintenance work for both parties.  It is recommended that Solution Provider be included on all budgeting and planning meetings where IT related elements are involved in order for Solution to be most effective and efficient on behalf of Client Partner.
      6. Project Work is defined as:  Any add, move, or requested change service to covered devices, IT systems, and users that require proactive planning, procurement, installation, and systems acceptance.  Projects incur additional services by Solution Provider that are outside the Computing as Promised scope of maintenance and remediation.
         1. Any Project work in excess of 15 hours will be billable at the appropriate hourly Project rate listed in the summary of plan charges under “Service Rates and Information “in Addendum C.  Project work done outside of business hours per Addendum C may incur higher rates.
         2. Billable Project work will begin only after quoted by Service Provider and accepted by Client.
      7. Procurement Services are provided by Solution Provider and Client is expected to use Solution Provider for procurement when possible for new hardware and software.  Where new hardware is part of a project, Computing as Promised discounted Project rates in this agreement may be limited to hardware purchased through Solution Provider at the discretion of the Solution Provider.
2. Client Obligations and Coverage under this Agreement
   1. Any and all “change” or “Project” work desired by the Client for Client’s IT Systems is to be done by Solution Provider. Failure to adhere to this policy, (i.e. tampering with the system by Client or employees or agents of Client) may result in standard (not reduced) Solution Provider service labor fees being charged to the Client outside of the coverage of this Agreement to repair the damage done to the system state.   In such a case, this Agreement may, at the discretion of Solution Provider, be suspended or deemed in breach, or deemed not in effect and the Client charged such standard service fees by Solution Provider as needed until the prior ‘working state’ is restored.  Only when, in the discretion of Solution Provider, such damage or corruption is repaired will this Agreement be reinstated.
   2. To the extent that the Services reasonably require that Solution Provider manage, or direct the scheduling or other performance of, third-party vendors, Client hereby authorizes Solution Provider to do so.  Solution Provider may show to third-party vendors this agreement as proof of Solution Provider’s authority and Client authorizes each third-party vendor to rely upon this authorization.
   3. In the event that a third-party vendor requires additional contracted support in order to provide support services then Solution Provider in turn requires that Client obtain such required coverage from vendor in order for Solution Provider to provide service under this agreement.
   4. Client agrees to allow PCG, Inc to assign, delegate, and subcontract services to third party competent contractors approved by PCG, Inc.

3. Service and Support:
   Remote Helpdesk and On-Site Support.  Remote and On-Site support of Client’s IT networks will be provided to the Client by Solution Provider between the hours of 8:00 am – 5:00 pm EST Monday through Friday, excluding public holidays. Computing as Promised Device Monitoring & Management Services will be provided 24/7/365.  All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Addendum B.
   Support and Escalation.  Solution Provider will respond to Client’s Trouble Tickets under the provisions of Addendum B, and with best effort after hours or on holidays.  Trouble Tickets must be opened via an email to helpt@PCGIT.com,, our client portal http://connect.PCGIT.com/support, or by your dedicated SLA phone # if internet is unavailable.  Each call will be assigned a service ticket number for tracking.  Solution Provider’s escalation process is detailed in Addendum B.
   Service Outside Normal Working Hours.  Emergency services performed outside of normal operating hours, excluding public holidays, shall be subject to provisions of Addendum B.
   Service Disclaimer.  Client grants Solution Provider authorization to view any data within the regular routine of the repair or system improvement.  Client also authorizes Solution Provider to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.
   Additional Maintenance Services.  Solution Provider shall provide support for all systems provided that all Software and Hardware is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client.
4. Suitability of Existing Environment:
   Minimum Standards Required for Services.  In order for Client’s existing environment to qualify for PCG, Inc’s Managed Services, the following requirements must be met:
   1. All Servers with Microsoft Windows Operating Systems must be running Windows 2008 Server or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.
   2. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 7 Professional or later.
   3. All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
   4. The environment must have a currently supported Backup and Disaster Recovery plan in place offered and supported by PCG.
   5. All private wireless data traffic in the environment must be securely encrypted.
   6. Solution Provider recommended solutions based on industry best practices and staff core competencies may be required for service of any kind to be covered under this agreement at the discretion of the Solution Provider.  If recommendations are not followed by Client in a timely fashion as judged by the Solution Provider, then ALL AFTER HOURS AND EMERGENCY WORK, will be subject to the  “Emergency and After Hours Service” rate as shown in Addendum C.
   7. Chronically Failing/Substandard Equipment.  Experience has shown equipment belonging to the client that has initially passed Minimum Standard Requirements for Service can reveal itself to become chronically failing or not capable of adequately performing the task needed.  This means that the equipment repeatedly breaks down and consistently causes user and business productivity interruption even though repairs are accomplished.  Should this occur, while rare, client agrees to work constructively and positively with Solution Provider to replace the equipment or system at additional cost.

5. Excluded Services. Services rendered under this Agreement do not include:
   1. Parts, equipment or software for Client’s system
   2. Any of the following: PDA’s, Point of Sale Scanners, Digital Cameras, Cell Phones, Blackberry’s nor any other specialized accessory.  Any labor required for installation of the above devices is not covered under this agreement and is treated as a ‘project’.
   3. The cost of any Software, Licensing, or Software Renewal or Upgrade Fees for all equipment not directly provided and owned by Solution Provider.
   4. The cost of any 3^rd Party Vendor or Manufacturer Support or Incident Fees of any kind
   5. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
   6. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Solution Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Solution Provider.
   7. Maintenance of Applications software packages, whether acquired from Solution Provider or any other source
   8. Programming (modification of software code) and program (software) maintenance
   9. This proposal does not include replacement of or parts required for repairs on printers, screens or peripherals,
   10. Consumables such as printer maintenance kits, toner, ink, batteries, paper, etc. are not included or covered under this service agreement and will be invoiced separately.
   11. Expenses incurred by the Solution Provider on behalf of the Client in order to provide service (parking, shipping, third party charges, etc.) will be passed onto the Client.