Terms of Service between Client and The Tek Department, LLC for Managed Services:

Managed Service Agreement

Between

The Tek Department, LLC

And

[Client]

For

Technical Support

Submitted to: [Client]

Submitted by:

The Tek Department, LLC

TABLE OF CONTENTS

Purpose .. 1

Scope of Agreement .. 1

Services Automatically Provided Under This Agreement . 1

Support Specifically Covered Under This Agreement . 1

Services NOT Covered Under This Agreement . 2

Terms of Agreement .. 4

Fee & Payment Schedule . 4

Service Outside of Normal Business Hours . 5

Additional Maintenance Services . 5

Suitabilty of Existing Environment . 5

Excluded Services . 6

Acceptance of Agreement .. 7

Appendix A – Roles & responsibilities . 8

Client . 8

The Tek Department . 8

appendix b – Response & resolution time .. 9

Appendix C – Support tiers . 10

Appendix d – trouble ticket escalation procedure .. 11

Appendix E – Description of Services . 12

Appendix F – Service Rates . 15

Appendix G – Hardware Details . 16

Appendix H – Software Details . 16

Appendix I – Disclaimer. 16

Purpose

The purpose of this Managed Service Agreement is to formalize an arrangement between The Tek Department, LLC and [Client] to deliver specific support services at an agreed-upon cost. This document is intended to provide details of the provision of support services to [Client]. This Managed Service Agreement will evolve over time, with additional knowledge of the client requirements, as well as the introduction of new applications and services into the support portfolio provided to [Client].

Scope of Agreement – The boundaries of services that are and are not provided by The Tek Department.

Services Automatically Provided Under This Agreement

The following services are provided in response to the creation of trouble tickets by [Client] for support from The Tek Department, LLC:

Corrective maintenance—Defined as activities associated with root-cause analysis and bug-fix isolation and resolution:

Root-cause analysis—Analysis of the root causes of problems. Problems will be reviewed to determine their root causes, measures will be taken to correct the sources of the problems, and reports will be prepared and distributed in a timely fashion.

Bug fixes—Defined as the emergency repair of any system operation that complies with the current signed and approved system specification. This includes system errors, "hung" or halted screens, or unexpected results within the system that render it unusable for the purpose for which it was designed.

Ticket status updates—The Tek Department, LLC will provide direct input into [Client]’ problem tickets from its location.

Support Specifically Covered Under This Agreement

The following application-related services are provided under this agreement:

Application monitoring—Every effort will be made to conduct periodic monitoring of production applications to assess application availability.

Business process monitoring—Every effort will be made to conduct periodic monitoring of business processes as they pertain to available technology for streamlining purposes and cost effectiveness.

Enhancements to production application software—When an enhancement to an existing production application is required and the level of effort is less than two business days. This includes changes to the application only. Should the volume and timing of enhancements impact the timely resolution of support requests, then The Tek Department’s support manager shall inform [Client]’ support manager and The Tek Department’s account manager with the intent of assigning enhancement work to another The Tek Department’s resource.

Transition of new or modified applications—When a new or modified application is ready to be transitioned into support, planning and coordination of the necessary activities between The Tek Department or [Client] development team and The Tek Department’s support team will be conducted. Other requirements include:
Support will commence for a new or modified application 30 days after deployment.
The development team is expected to support the new or modified application for the first 30 days after deployment.
The Tek Department will have at their disposal the development team or previous support team to provide knowledge transfer for a period of 60 days after deployment.

Preventative maintenance—For applications considered critical (i.e., a criticality level of high) by [Client], and when corrective maintenance activities are low, work will be conducted up to the level of effort identified, to analyze and take steps to prevent potential problems.
Change management—New or changed processes, practices, or policies that affect The Tek Department support team and that require support team members to understand, learn, and follow.

Status reporting—Weekly and monthly status reports may be completed by The Tek Department support specialists and submitted to [Client] for each production application supported. Monthly status reports may be discussed by The Tek Department support manager with client management to ensure that the client is aware of the support issues and risks faced by the support team.

Knowledge management—Recording, storing, and retrieval of information to assist in the resolution of problems will be established and maintained. Using this approach, the need for [Client] to transfer problems to The Tek Department for application support will be reduced, thus saving money and resources, and increasing satisfaction and quality.

Services NOT Covered Under This Agreement

This agreement does not cover the following requests. However, The Tek Department would be pleased to provide a separate Statement of Work in proposing services to address any of the following:

Evaluation of new software or hardware—Evaluation or approval of new software or hardware for use within [Client]. This includes systems developed outside of [Client], such as third-party systems, or systems developed by [Client].

Procurement of new software or hardware—Procurement of new software or hardware for use within [Client], or for use for [Client] at The Tek Department. All software or hardware required for The Tek Department’s use to support [Client]’ applications will be the responsibility of [Client].
On-call The Tek Department support management— The Tek Department’s support managers are not required to be on call. If at a later date [Client] requires the support manager to be on call for a specific purpose, or on a longer-term basis, then The Tek Department support managers will be compensated at the standard on-call rate for support staff, and [Client] shall be charged for this service.
Software licensing— The Tek Department will not provide software or licensing for software that is specific to an application. [Client] will provide all software and licensing for software that is specific to an application.
Specific training— [Client] will provide the training, and associated costs, for The Tek Department support staff (a support prime and backup) in software specific to a single application prior to transition of a new application to The Tek Department support team.
Upgrades to application software and associated hardware—When an upgrade to an existing system is released. This includes operating system upgrades, database upgrades, authentication software upgrades, and vendor-required upgrades. (Vendor requires [Client] to upgrade in order to maintain vendor support.)
Assistance with application usage—Advice about or education on how to use applications, including completing transactions, creating users within or for an application, or on the purpose of an application.
Assistance with application environment support—Advice about how to use, maintain, and support application environments, including application development tools, application server software, and databases.
Assistance with application usage when unsupported or nonstandard hardware or software is involved—Use of unsupported or nonstandard hardware or software often results in unexpected behavior of otherwise reliable systems.
Adaptive maintenance—Defined as activities relating to upgrades or conversions to an application due to new versions of operating environment, including operating system, application server, or database software.
Perfective maintenance—Defined as activities relating to enhancements, with effort of three days or more, to provide additional functionality to an application.
New development—Any change in a database or system that involves functionality not within the currently signed and approved release specification, even if the new functionality would seem to be an improvement over the old one.
Modifications to original application specification—Any functionality not specified in the current approved design specification. Changes in [Client]’ organization or business needs (such as a reorganization or change in business practice) may make the current specification obsolete. When this occurs, [Client] should initiate a request for enhancement to update the system. It is highly recommended that [Client] manager and The Tek Department work closely together to anticipate future needs and prepare timely update of systems to accommodate [Client] 's constantly changing business.
Enhancements greater than two days of effort

Additional services not covered by this support agreement include:

New or added interfaces to other systems.
Intranet "front ends" to existing systems.
Adding new applications or modifications to existing applications.
Report generation, if reporting tools exist for application.
Adding new hardware or modifications to existing hardware.
Business rule changes.
Deployment of existing applications to new locations (defined as the issuance of more than three accounts to new location, group, or department).

Training requests.

Terms of Agreement – Monetary and time related details of services to be provided by The Tek Department.

This Agreement between [Client], herein referred to as Client, and The Tek Department, hereinafter may be referred to as Service Provider, is effective upon the date signed, shall remain in force for a period of one year, and be reviewed semi-annually to address any necessary adjustments or modifications. The Service Agreement automatically renews for a subsequent one-year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other thirty (30) days prior written notice of its intent not to renew this Agreement.

This Agreement may be terminated by the Client upon thirty (30) days written notice if the Service Provider:

Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
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.
Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

This Agreement may be terminated by the Service Provider upon thirty (30) days written notice to the Client, unless The Tek Department deems it necessary to terminate the agreement immediately.

If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance.

Fees & Payment Schedule

Fees will be invoiced to Client 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 the monthly service fee. Services will be suspended if payment is not received within 5 days following date due. Refer to Appendix B for services covered by the monthly fee under the terms of this Agreement.

It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services. A 1.5% or $35.00 late fee (whichever is greater) will be added to the full balance of any invoices not paid within 30 days of due date, and thereafter.

Taxes

It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.

Coverage

Remote Helpdesk and Vendor Management of Client’s IT networks will be provided to the Client by Service Provider through remote means between the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays. Network Monitoring 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 Appendix B. Hardware costs of any kind are not covered under the terms of this Agreement.

Support and Escalation

Service Provider will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened by Client’s designated I.T. Contact Person, by email to our Help Desk (support@thetekdepartment.com), via our website (www.TheTekDepartment.com), or by phone if internet is unavailable. Each report will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A.

Service outside Normal Working Hours

Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Appendix B.

Service Calls Where No Trouble is found

If Client requests onsite service and no problem is found or reproduced, Client shall be billed at the current applicable rates as indicated in Appendix B.

Limitation of Liability

In no event shall Service Provider be held liable for 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.

Additional Maintenance Services

Hardware/System Support

Service Provider shall provide support of all hardware and systems specified in Appendix B. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.

Virus Recovery for Current, Licensed Antivirus 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. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution.

Monitoring Services

Service Provider will provide ongoing 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 Client. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means.

Suitability of Existing Environment

Minimum Standards Required for Services

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

All Servers with Microsoft Windows Operating Systems must be running Windows 2000 Server or later and have all of the latest Microsoft Service Packs and Critical Updates installed. An exception may be made for business-necessary applications that require an older version of Windows Server, however the performance of these instances will not be guaranteed.
All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows XP Pro or later and have all of the latest Microsoft Service Packs and Critical Updates installed. An exception may be made for necessary applications that require an older version of Windows Server, however the performance of these instances will not be guaranteed.
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 that can be monitored and send notifications on job failures and successes.
The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
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 RDP or VPN access.

Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.

Excluded Services

Service rendered under this Agreement does not 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 3rd 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.

Confidentiality

Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services, and will protect against unauthorized use.

Miscellaneous

This Agreement shall be governed by the laws of the State of Texas. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment listed in “Appendix B.” Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client.

Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

Acceptance of Service Agreement

This Service Agreement covers only those services and equipment listed in “Appendix B.” Service Provider must deem any equipment/services Client may want to add to this Agreement after the effective date acceptable. 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 Client’s monthly charges.

IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be signed by their duly authorized representatives as of the date set forth below.

Accepted by:

_________________________________________________________________________________________________

Authorized Signature Date

The Tek Department, LLC

_________________________________________________________________________________________________

Authorized Signature Date

Client

Appendix A - Roles & Responsibilities

[Client]

[Client] has the following general responsibilities under this agreement:

[Client] will conduct business in a courteous and professional manner with The Tek Department.
[Client] users, clients, and/or suppliers using the applications stated in the Statement of Work will use the appropriate help desk to request support.
[Client] will inform The Tek Department of issues by creating a Trouble Ticket.
[Client] will provide all necessary information for troubleshooting the issue.
Once a Trouble Ticket has been submitted, [Client] will make themselves available to work with the The Tek Department support resource assigned to the Trouble Ticket.
[Client] end users must communicate with The Tek Department via the Trouble Ticket in order to log the issue.
[Client] will continue to provide The Tek Department access, software, licensing, training, documentation, and support of its problem-ticket system.
[Client] will be responsible for verifying that video recordings meet their specifications and expectations.
[Client] will provide all of the necessary and requested documentation, information, and knowledge capital to The Tek Department prior to the start of support of a new application.

The Tek Department

The Tek Department has the following general responsibilities under this agreement:

The Tek Department will conduct business in a courteous and professional manner with [Client].
The Tek Department will log all information from [Client] required to establish contact information, document the nature of the problem and [Client]’ hardware/network environment (as applicable).
The Tek Department will attempt to resolve problems over the phone on first call.
The Tek Department will escalate support request to next level of internal support within The Tek Department upon approach of established resolution targets.
The Tek Department will obtain [Client] approval before ticket closure.
The Tek Department will be the interface on behalf of the client to development and other organizations as appropriate.
The Tek Department will communicate via the Trouble Ticket for updating and logging the issue.

Appendix B - Response & Resolution Times

The following table shows the targets of response and resolution times for each priority level of your Managed Services delivery:

Appendix C - Support Tiers

The following details and describes The Tek Department Support Tier levels:

Appendix D - Trouble Ticket Escalation Procedure

1. Support Request is Received
2. Trouble Ticket is Created
3. Issue is Identified and documented in PSA system
4. Issue is qualified to determine if it can be resolved through Tier 1 Support

If 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 Client’s satisfaction
7. Trouble Ticket is closed, after complete problem resolution details have been updated in PSA system

If issue cannot be resolved through Tier 1 Support:

6. Issue is escalated to Tier 2 Support
7. Issue is qualified to determine if it can be resolved by Tier 2 Support

If issue can be resolved through Tier 2 Support:

8. Level 2 Resolution – issue is worked to successful resolution
9. Quality Control –Issue is verified to be resolved to Client’s satisfaction
10. Trouble Ticket is closed, after complete problem resolution details have been updated in PSA system

If issue cannot be resolved through Tier 2 Support:

9. Issue is escalated to Tier 3 Support
10. Issue is qualified to determine if it can be resolved through Tier 3 Support

If issue can be resolved through Tier 3 Support:

11. Resolution – issue is worked to successful resolution
12. Quality Control –Issue is verified to be resolved to Client’s satisfaction
13. Trouble Ticket is closed, after complete problem resolution details have been updated in PSA system

If issue cannot be resolved through Tier 3 Support:

12. Issue is escalated to Onsite Support
13. Issue is qualified to determine if it can be resolved through Onsite Support

If issue can be resolved through Onsite Support:

14. Onsite Resolution – issue is worked to successful resolution
15. Quality Control –Issue is verified to be resolved to Client’s satisfaction
16. Trouble Ticket is closed, after complete problem resolution details have been updated in PSA system

If issue cannot be resolved through Onsite Support:

17. I.T. Manager Decision Point – request is updated with complete details of all activity performed

Appendix E - Description of Services

Description of Services

Frequency

Included

General

Document software and hardware changes

As performed

YES

Backup & Restore

Nightly/As Needed

YES

Monthly ticket reports

Monthly

YES

Servers

Monitor & Manage Servers

Constantly

YES

Keep Service Packs, Patches & Hotfixes current

As Needed

YES

Monitor Event Log for issues

Constantly

YES

Monitor hard drive free space

Constantly

YES

Monitor AD replication

Constantly

YES

Monitor WINS replication

Constantly

YES

Reboot server when necessary

As Needed

YES

Defrag & chkdsk

As Needed

YES

Schedule server maintenance

As Needed

YES

Install necessary upgrades

As Needed

YES

Determine logical directory structure

As Needed

YES

Set up and maintain groups

As Needed

YES

Set up and maintain security

As Needed

YES

Monitor memory

Constantly

YES

Devices

Manage Desktops

Constantly

YES

Manage Printers

Constantly

YES

Manage other networked devices

Constantly

YES

Manage xboxes

Constantly

YES

Manage Game Machines

As Needed

YES

Manage Specialty Machines

Constantly

YES

Networks

Check router logs

Constantly

YES

Performance Monitoring/Capacity Planning

Constantly

YES

Monitor switches, hubs, internet connectivity, etc

Constantly

YES

Maintain office connectivity to the internet

Constantly

YES

Security

Monitor firewall

Constantly

YES

Monitor antivirus updates

Constantly

YES

Monitor antispyware

Constantly

YES

Monitor backups

YES

Create/disable accounts, groups, policies, shares, etc

As Needed

YES

Change Permissions & file system management

As Needed

YES

Set up & change security for users & applications

As Needed

YES

Monitor unusual user activity

Constantly

YES

Applications

Insure Specialty apps are functioning properly

As Needed

YES

Phones

Insure phones are functioning properly

As Needed

YES

Configure changes as necessary

As Needed

YES

Cameras

Insure cameras are aligned properly

YES

Appendix F - Service Rates

Service Rates

Labor

Rate

Remote PC Management/Help Desk 8am-5pm M-F

INCLUDED

Remote Printer Management 8am-5pm M-F

INCLUDED

Remote Server Management 8am-5pm M-F

INCLUDED

Remote Scanner Management 8am-5pm M-F

INCLUDED

Remote Switch Management 8am-5pm M-F

INCLUDED

Remote Router Management 8am-5pm M-F

INCLUDED

24x7x365 Network Monitoring

INCLUDED

Onsite Labor 8am-5pm M-F

INCLUDED

Appendix G - Hardware Details

Covered Equipment

Managed Desktops

Managed Printers

Managed Servers

Managed Switches

Managed Routers

Managed Scanners

Managed Specialty:

Managed Phones

Managed Alarm System

Managed Cameras

Appendix H - Software Details

Covered Software

Windows Server

Windows 2010

Specialty

Appendix I - Disclaimer

The Tek Department, LLC, is NOT responsible for lost data or revenue.