COMPUTER AND INFORMATION TECHNOLOGY MANAGED SERVICES AGREEMENT
COMPUTER AND INFORMATION TECHNOLOGY MANAGED SERVICES AGREEMENT X day of This Computer and Information Technology Services Agreement is made as of the ____ X _________ , between Crown Networking Consultants, Inc. (CNC Inc.), a Georgia Corporation, with X offices at 521 West Broad Avenue, Albany, Georgia 31701 and _______________________ (Client), X X a _____________________, at ______________________________________________. 1. TERM X (a) This Agreement shall commence on ______________, and shall have an initial term of twelve (12) months. (b) Unless a party notifies the other party in writing at least 60 days in advance of the expiration of the initial term or any extension of this Agreement, this Agreement will be automatically renewed for successive 12‐month terms. 2. SERVICES (a) CNC Inc. will provide Client the services described on *Appendix A and such other services as the parties may agree upon in writing from time to time. (b) CNC Inc. will be the exclusive provider of the services during the term of this Agreement. Client will endorse CNC Inc. as the Client's primary provider of computer and information technology services, and will establish policies to actively encourage its employees to route their work requests through CNC Inc. for such services, and, in general, to use CNC Inc.'s on‐site and off‐site resources. 3. EQUIPMENT, MAINTENANCE AND SUPPLIES (a) CNC Inc. will furnish the equipment, maintenance and supplies listed on Appendix B and such other equipment, maintenance and supplies as the parties may agree upon from time to time at the Clientʼs expense. (b) Unless the parties agree otherwise in writing, CNC Inc. shall be responsible for all supplies for and maintenance of the equipment excluding print consumables. 4. PERSONNEL (a) CNC Inc. will staff the Client's facility with the workers described on Appendix A. CNC Inc.'s personnel will be entitled to observe Client's holidays. (b) CNC Inc. and Client hereby designate the following person(s) who are authorized to schedule Managed Services Agreement, order service calls and approve services: X ____________________________________ X ____________________________________ X ____________________________________ X ____________________________________ X ____________________________________ X ____________________________________ X ____________________________________ X ____________________________________ (c) CNC Inc. will be solely responsible for the actions and supervision of its personnel. (d) CNC Inc. will be responsible for the payment of all compensation, benefits and employer taxes relating to its workers (including workers' compensation and disability, if any). (e) CNC Inc. shall have the right to remove, reassign or take any other employment related action in regard to any of its workers. (f) If Client hires a current or former CNC Inc. employee during or within six months after the employee's period of assignment to Client, Client will pay CNC Inc. a placement, training and replacement fee of 30% of CNC employeeʼs total annual compensation package. Client will not hire or attempt to hire CNC Inc.'s on‐site employee(s) within six months prior to or following the termination of this Agreement. Client's obligations under this Section 4(c) shall survive the termination of this Agreement. 5. PRICES (a) Client will pay to CNC Inc. the Managed Services Agreement fee and other charges set forth on Appendix C for CNC Inc.'s services. If Client requires any services not contemplated on Appendix C, Client and CNC Inc. will negotiate the prices for such services in good faith. (b) The fees and other charges provided for in this Agreement are exclusive of any applicable property, excise, sales, use or similar taxes. Client will be responsible for all such taxes applicable under this Agreement. 6. MODIFICATIONS OF SERVICES AND PRICING In order to ensure that CNC Inc.'s level of service keeps pace with Client's needs, CNC Inc. and Client may agree from time to time to modify the services, equipment, maintenance, personnel, operating hours and prices described in this Agreement. CNC Inc. and Client shall negotiate any such modifications and any corresponding adjustments in prices in good faith and such modifications shall be agreed to in writing. 7. PAYMENTS AND INVOICING (a) Client will be invoiced monthly for all monthly Managed Services Agreement fees and CNC Inc. will invoice Client for all other services or equipment at the conclusion of each month. (b) Payment terms for all invoices are net 15 days from the date of invoice to avoid late charges. (c) For billing purposes, all monthly charges are calculated using a 30‐day month. If CNC Inc. performs the services for less than a full month, the charges for that month will be prorated based upon the number of days elapsed. (d) Client will pay interest at the rate of one and a half (1.5) percent per month or the legally permissible rate, if lower, on all unpaid, overdue invoices. (e) Client shall pay (either directly or as a reimbursement to CNC Inc.) all applicable state and local sales and use taxes (notwithstanding their designation as excise or privilege taxes) in connection with CNC Inc.'s performance of the services on behalf of Client. (f) If an invoice for services or other charges under this Agreement remains unpaid following 30 days from the payment due date under 7(b) above, upon 5 working days prior written notice to Client, CNC, Inc. may suspend performance of its obligations under this Agreement until such past due amount is paid, without liability to Client. (g) If an invoice for services or other charges provided under this Agreement remains unpaid following 60 days from date of invoice, upon 5 working days prior written notice to Client, CNC Inc. may terminate this Agreement and Client will permit CNC Inc. or its designated representative(s) to remove equipment and terminate operations, at CNC Inc.'s sole discretion without further obligation to Client. Such removal and termination of operations will obligate Client to pay to CNC Inc. those damages specified herein. (h) CNC Inc. will maintain appropriate records to support the charges identified in each month's invoice. Client may inspect and review those records upon reasonable request. 8. TERMINATION (a) Upon the termination of this Agreement for any reason (including the expiration of this Agreement by its terms or the termination of this Agreement for cause): (i)Client shall permit CNC Inc. to remove all of CNC Inc.'s equipment by CNC Inc. and supplies within a reasonable period of time following the termination. (ii)Client shall pay to CNC Inc. within ten (10) days of the termination date all charges arising, including the monthly management fee (iii)Client shall assume those obligations remaining under all Client equipment leases or rentals assumed by CNC Inc. in connection with this Agreement (as well as the unamortized costs related to any lease buyouts or assumptions by CNC Inc. in connection with this Agreement). (b) Upon the termination of this Agreement for any reason other than Client's termination for cause (as described in Section 8(c)), Client shall (i) satisfy its obligations under Section 8(a); and (ii) assume CNC Inc.'s financial obligations for the equipment owned, rented or leased by CNC Inc. and used to provide services hereunder to the extent such obligations or unamortized costs extend beyond the termination of this Agreement. If Client elects to terminate this Agreement without cause prior to the end of the initial term or any renewal period, Client shall provide CNC Inc. with 60 days' prior written notice and shall be responsible for the monthly service fee and any other charges accruing through the termination date of this Agreement. (c) If CNC Inc. does not perform in any material respect the services required under this Agreement, Client shall inform CNC Inc. in writing, specifying the manner in which Client believes CNC Inc.'s services to be deficient. CNC Inc. shall have a period of thirty (30) days from the receipt of such notice to correct such deficiencies in performance. If CNC Inc. does not correct the deficiency within such period, Client shall, as its sole remedy for CNC Inc.'s nonperformance, have the option of terminating this Agreement for cause. In connection with any termination by Client under this Section Client shall be responsible for the charges described in Section 8(a) and shall not be responsible for the charges described in Section 8(b)(ii). (d) CNC Inc. shall have the right to terminate the Agreement immediately at anytime if Client files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against Client and not discharged within thirty (30) days, or if Client becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if a receiver is appointed for it or its business. Any such termination shall be treated as if Client has terminated this Agreement under Section 8(b). 9. SPACE, UTILITIES, OFFICE SUPPLIES (a) Client will provide CNC Inc. adequate space and facilities for the on-site services that CNC Inc. provides to Client under this Agreement, including but not limited to any electrical work required for installation or operation of the equipment. (b) Client will provide CNC Inc. and its agents and service providers the necessary access to Client's premises so as to allow CNC Inc. to perform its obligations under this Agreement. (c) Client shall comply with all reasonable conditions of CNC Inc. as to the use of CNC Inc.'s equipment operated by Client and its employees and clients. Client will keep all such equipment in good repair, condition, and working order and will not neglect such equipment. Client will not use such equipment for any purpose other than that for which it was designed. Client will not remove or relocate any such equipment without CNC Inc.'s prior written consent. (d) Client may request CNC Inc. to relocate the location or locations from which CNC Inc. performs the services or the location of CNC Inc.'s equipment. If Client requests CNC Inc. to move such service locations or CNC Inc.'s equipment, CLIENT will cover costs incurred by CNC Inc. in connection with such relocations. 10. CONFIDENTIALITY (a) CNC Inc. recognizes that it must conduct its activities in a manner designed to protect any information concerning Client, its affiliates or clients (such information hereinafter referred to collectively as "Client Information") from improper use or disclosure. CNC Inc. agrees to treat Client Information on a confidential basis. CNC Inc. further agrees that it will not disclose any Client Information without Client's prior written consent to any person, firm or corporation except (i) to authorized representatives of the Client or (ii) to employees of CNC Inc. who have a need to access such Client Information to perform the services contemplated hereunder. CNC Inc. agrees upon request to have its employees execute written undertakings to comply with the confidentiality requirements set forth under this paragraph. (b) Client recognizes that the terms of this Agreement, the processes used by CNC Inc. and the pricing information of CNC Inc. is confidential and that it must conduct its activities in a manner designed to protect any such information concerning CNC Inc. (such information hereinafter referred to collectively as "CNC Inc. Information") from improper use or disclosure. 10(b), Client agrees to treat CNC Inc. Information on a confidential basis. Client further agrees that it will not disclose any CNC Inc. Information without CNC Inc.'s prior written consent to any person, firm or corporation except (i) to authorized representatives of CNC Inc. or (ii) to employees of Client who have a need to access such CNC Inc. Information to perform the services contemplated hereunder. 11. INSURANCE CNC Inc. shall at all times during the term of this Agreement maintain, at its cost, customary levels of the following types of insurance: general liability, workers compensation liability and, if appropriate to the services rendered, automobile liability (including bodily injury and property damage). 12. INDEMNIFICATION AND WARRANTIES (a) Client shall indemnify and hold CNC Inc. harmless from any claim, demand, liability, cause of action, or damage, for actual or alleged infringement of any intellectual property rights arising from CNC Inc. performance of services under this Agreement. (b) Other than as provided above, each party agrees to hold harmless, defend and indemnify the other party from and against any liability, loss, demand, claim or cause of action for personal injury or property damage due to or arising out of the acts of that party, its agents and employees. However, each party shall have no obligation to hold harmless, defend or indemnify the other from or for liability arising from the other party's own intentional or negligent acts. (c) In no event shall CNC Inc. be liable to Client or Client's clients for any incidental, consequential, indirect, special or punitive damages related to CNC Inc.'s performance or non‐performance of the services under this Agreement. Client's sole remedy for any claims related to CNC Inc.'s performance or non‐performance of the services under this Agreement shall be limited, at CNC Inc.'s option, to a refund of the cost of equipment or services provided with respect to the specific job in question or to CNC Inc.'s re‐performing the services in question. (d) CNC Inc. warrants to Client that it will perform the services in a professional manner. CNC Inc. agrees to honor the manufacturerʼs warranty for equipment installed by CNC Inc. under this Agreement. Except for the foregoing, CNC INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR WARRANTY FOR A PARTICULAR PURPOSE, TO CLIENT OR ANY OTHER PARTY WITH RESPECT TO THE EQUIPMENT OR SERVICES THAT CNC INC. IS FURNISHING UNDER THIS AGREEMENT. 13. NOTICES All statements, notices and other communications to be given hereunder shall be in writing and unless otherwise provided, shall be deemed to have been duly given when delivered in person or when deposited in the U. S. mail, postage prepaid, properly addressed, registered or certified mail, return receipt requested, to the address as set forth below, or such other address or addresses as may be designated in writing by notice to the other party pursuant to this paragraph. If to CNC Inc.: X If to __________________________: Crown Networking Consultants, Inc. X ______________________________ Attention: Kyle Boyd Attention: X _____________________ 521 W. Broad Avenue X ______________________________ Albany, Georgia 31701 X ______________________________ 229.317.7940 (Office) X ______________________________ 229.317.7941 (Fax) X ______________________________ 14. FORCE MAJEURE Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, labor strike, or an act that is beyond the reasonable control of either party, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery and uses its best efforts to continue to so perform or cure. In the event of such a force majeure, the time for performance or cure shall be extended for a period equal to the duration of the force majeure. 15. RIGHT OF OFFSET Neither party shall have a right of offset or right to take a credit with respect to any payments due to the other party under this Agreement or otherwise. 16. ASSIGNMENT Neither party may assign or delegate its obligations under this Agreement, either in whole or in part, by operation of law nor otherwise, without the prior written consent of the other, which shall not be unreasonably withheld or delayed. Any attempted assignment in violation of the provisions of this provision will be void. Notwithstanding the foregoing, a sale or merger of CNC Inc. or substantially all of its assets shall not be deemed to be an assignment. 17. MISCELLANEOUS (a) This Agreement supersedes all prior agreements, understandings and discussions between the parties. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein and cannot be changed or terminated orally. No modifications of this Agreement shall be binding unless signed by both parties. (b) If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision or provisions held to be invalid or unenforceable. (c) No waiver shall be deemed to be made by any party of any of its rights hereunder unless the same shall be in writing signed by the waiving party, and any waiver shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights or the obligations of any party in any other respect at any other time. (d) In the event Client breaches this Agreement requiring CNC Inc. to initiate legal proceedings to enforce CNC Inc.'s rights under the Agreement, Client agrees to pay CNC Inc.'s legal fees, expenses and costs in enforcing CNC Inc.'s rights under the Agreement. (e) This Agreement is intended for the benefit of the parties hereto only. This Agreement shall not create any rights for third‐party beneficiaries. (f) This Agreement shall be governed and construed in accordance with the laws of the State of Georgia. IN WITNESS WHEREOF, the parties hereto have executed this Service Level Agreement as of the date first above written. By: X __________________________ By: X __________________________ Crown Networking Consultants, Inc. X _____________________________ Name: X _______________________ Name: X _______________________ Title: X _________________________ Title: X _________________________ Date: ________________________ X Date: ________________________ X APPENDIX A MANAGED SERVICE OPTIONS FOR WORKSTATIONS Silver X ___________ Number of Workstations x $20.00* X $____________ Gold X ___________ Number of Workstations x $25.00* X $____________ Platinum X ___________ Number of Workstations x $39.00* X $____________ Diamond** X ___________ Number of Workstations x $89.00* X $____________ Grand Total X ___________ Workstation Management per Month* X $____________ *Options assigned to each workstation will remain in effect unless Managed Services Agreement is renegotiated **Unlimited support applications must be listed below WORKSTATION OPTION LEVELS, NAMES & LOCATIONS 1. X 2. X 3. X 4. X 5. X 6. X 7. X 8. X 9. X 10. X 11. X 12. X 13. X 14. X 15. X 16. X 17. X 18. X 19. X 20. X 21. X 22. X 23. X 24. X 25. X NAMES AND VERSIONS OF APPLICATIONS SUPPORTED UNDER DIAMOND OPTION 1. X 2. X 3. X 4. X 5. X MANAGED SERVICE OPTIONS FOR NETWORKS Silver Gold X ___________ Number of PCʼs on Network: 1-10 $20.00* X ___________ Number of PCʼs on Network: 11 – 24 $40.00* X ___________ Number of PCʼs o Network 25 – 100 $40.00* X ___________ Number of PCʼs on Network: 1-10 $50.00* X ___________ Number of PCʼs on Network: 11 – 24 $100.00* X ___________ Number of PCʼs on Network 25 – 100 $100.00* Platinum X ___________ Number of PCʼs on Network: 1-10 $125.00* ___________ Number of PCʼs on Network: 11 – 24 X $250.00* X ___________ Number of PCʼs on Network 25 – 100 $250.00* Diamond X ___________ Number of PCʼs on Network: 1-10 $225.00* ___________ Number of PCʼs on Network: 11 – 24 X $350.00* X ___________ Number of PCʼs on Network 25 – 100 $350.00* Grand Total Network Management per Month X $___________ *If number of PCʼs on Network changes, Managed Services Agreement will be renegotiated. MANAGED SERVICE OPTIONS FOR SERVERS Silver X ____________ Number of Servers x $149.00* X $_____________ X ____________ Number of Servers x $199.00* $_____________ X Platinum X ____________ Number of Servers x $299.00* X $_____________ Diamond** X ____________ Number of Servers x $599.00* $_____________ X Grand Total X ___________ Server Management per Month* $_____________ X Gold *Options assigned to each server will remain unless Managed Services Agreement is renegotiated **Unlimited support applications must be listed below SERVER OPTION LEVELS, NAMES AND LOCATIONS 1. X 2. X 3. X 4. X 5. X NAMES AND VERSIONS OF APPLICATIONS SUPPORTED UNDER DIAMOND OPTION 1. X 2. X 3. X 4. X 5. X TOTAL OF MANAGED SERVICES INDICATED ON APPENDIX A WORKSHEETS: X $_______________ APPENDIX A APPROVED BY THE FOLLOWING REPRESENTATIVES: X ________________________________ CNC, Inc. Signature X _________________________________ Client Signature X _______________________________ Date X __________________________________ Date APPENDIX B TO COMPUTER AND INFORMATION TECHNOLOGY MANAGED SERVICES AGREEMENT EQUIPMENT, MAINTENANCE AND SUPPLIES X X X X X X X X X X X X X X X X X X X X X X X X X X X • Unless otherwise agreed to in writing, CNC Inc. shall be responsible for all tools and materials necessary for the maintenance of equipment purchased from CNC Inc. • In the event Client is under contract with another vendor to provide such services, CNC Inc. will be relieved of all responsibilities and or duties to provide said services and Client will be subject to Appendix “C” • Equipment not purchased from CNC Inc. after date of signed “Managed Services Agreement”, will not qualify for maintenance under this Agreement and will be subject to Appendix “C.” X ________________________________ CNC, Inc. Signature X _________________________________ Client Signature X _______________________________ Date X __________________________________ Date APPENDIX C TO COMPUTER AND INFORMATION TECHNOLOGY MANAGED SERVICES AGREEMENT MANAGEMENT FEES AND RATES Service Charge Comment Service Level Agreement Fee $ See Appendix A Labor charges for services $90.00 / hour not covered in Managed Services Agreement Fee Rate Client will be billed in the event CNC Inc. exceeds amount of hours described in Managed Services Agreement. Rate Client will be billed when providing other services not listed in Managed Services Agreement. Normal Overtime* $130.00 / hour per technician Overtime necessitated by technician error or absence of personnel during regular business hours will be covered by CNC Inc. at no charge to Client. Weekend and Holiday Overtime $225.00 / hour A 2-hour per technician minimum will be charged. Telephone Remote $80.00 / hour $90.00 / hour Instructing Client with self-help solutions. CNC, Inc. IT Support Professional logging into Client PC to resolve issue(s). In the event 2 IT technicians are on site, 2 service hours will be billed per 1 hour on site. Additional IT Support Travel Rate $57.00 / hour Outside Dougherty and Lee Counties *Unless the parties otherwise agree, CNC Inc.'s monthly service fee and prices will be increased by 5% (five percent) annually on the anniversary of this Agreement. CNC Inc.'s prices will also be adjusted proportionately whenever CNC Inc. and Client agree to modify the equipment, personnel or Services provided under this Agreement. X ________________________________ CNC, Inc. Signature X _________________________________ Client Signature X _______________________________ Date X __________________________________ Date
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