Preventative Maintenance Agreement Prepared for Stratfor.com

Transcription

1 Preventative Maintenance Agreement Prepared for Stratfor.com July 6, 2011

2 Section 1 Plan Benefits The following benefits are included in this preventative maintenance proposal: Annual Manufacturer Software Support Renewal for Open Options Fusion Software, DNA % equipment repair or replacement of covered equipment. Includes wear and tear, but does not include negligence, vandalism or Acts of God. 100% labor of covered equipment during normal business hours, 8am to 5pm, Mon Fri, excluding holidays. 4 hour response time during normal business hours, 6 hour response time after hours, weekends and holidays. Annual Preventative Maintenance Check and equipment testing. Labor to install software updates to access control system one (1) time per contract year. No charge telephone technical support during normal business hours. Remote Web Ex support during normal business hours. Requires Internet connection and admin rights to security servers and workstations provided by owner/others. No charge loaner equipment. Subject to availability, loaner equipment such as cameras, control boards, etc. may be provided while defective equipment is repaired or waiting replacement. Detailed report of all preventative maintenance and testing. Preferred customer discounts on system expansions, moves and changes, and new services. New services may include CCTV/Surveillance, intercom, structured data cable, photo ID badging, environmental monitoring (temperature, humidity, power outage), intrusion detection (burglar alarm), visitor management and related security services.

3 Section 2 Preventative Maintenance Schedule Annual Preventative Maintenance 1. Physically inspect and clean security access control enclosure, lock power supplies, replace batteries as needed. 2. Perform diagnostics on Open Options DNA Fusion database and apply applicable software updates or upgrades. Discuss any potential impact or downtime with the end user before commencing work. Coordinate any OS updates on end user provided hardware before commencing work. 4. Check for and apply any hardware or firmware updates to equipment furnished under this contract. 5. Test and adjust all sensors (motion detectors). 6. Test auxiliary I/O devices (door management alarms) 7. Test card reader door functions (card readers, electronic locks, door position switches, request to exit devices).

4 Section 3 Covered Equipment (Schedule A) Stratfor.com 221 W. 6 th Street, Austin, TX Description Manufacturer Qty Equipment Covered Labor Covered DNA Server PC (Owner Provided) N/A 1 No Yes SSP-D2 Controller Open Options 1 Yes Yes HID RK40 Keypad Reader HID Global 1 Yes Yes PPD-8 PCI Power Supply Open Options 1 Yes Yes Door Contacts Sentrol 2 Yes Yes Motion Sensor Bosch 1 Yes Yes Door Management Unit DSI 1 Yes Yes

5 Section 4 Price Summary Annual Monthly Year 1 (Aug 1, 2011 July 31, 2012) $ 1,020 $ 85 Year 2 (Aug 1, 2012 July 31, 2013) $ 1,056 $ 88

6 Section 5 SecureNet Maintenance Terms & Conditions 1. Inspection and Repair: If the equipment in Schedule A was not under SecureNet s maintenance, service, or warranty responsibility immediately prior to the commencement of maintenance service under this Agreement, it shall be subject to inspection by SecureNet to determine if it is in good operating condition which, for purposes of this Agreement, is defined as the level established for equipment maintained by SecureNet. Any repairs or adjustments deemed necessary by SecureNet to bring the equipment up to good operating condition shall be made prior to commencement of maintenance service. 2. Term of Maintenance Service: This Agreement shall become effective upon the date this Agreement is accepted and signed by SecureNet and shall continue for the initial equipment maintained hereunder and shall remain in effect thereafter until terminated as provided in Article Responsibilities of SecureNet: a) SecureNet shall for the total contracted annual maintenance charges, maintain the equipment in good operating condition and furnish on-call maintenance service during the Principal Period of Maintenance designated herein and any additionally contracted periods of services incorporated by amendment hereto (said periods being hereinafter referred to as the Contracted Period of maintenance ). Pursuant to the above, SecureNet shall: 1) Provide scheduled preventative maintenance during normal business hours.. 2) Specify the time required for preventative maintenance 3) Provide remedial maintenance service during normal business hours when notified that the equipment is inoperative; and 4) Attempt to be responsive to requests from CUSTOMER for maintenance service before and after normal business hours, subject to reasonable notice and manpower availability. b) SecureNet will bear costs of labor and parts for maintaining the CUSTOMER owned equipment in good operating condition, which costs are required because of normal wear and tear of the equipment. Maintenance or repairs attributable to unauthorized attempts by CUSTOMER to repair or maintain the equipment, to catastrophe, fault or negligence of CUSTOMER, improper use or misuse of the equipment by CUSTOMER causes external to the equipment, such as but not limited to, power failure, air-conditioning failure or lightning damage shall not be considered due to normal wear and tear. c) SecureNet shall, for the additional charges referred to in Article 5 c) and d) below, provide maintenance service and make required repairs to CUSTOMER owned equipment when either is required due to causes not attributable to normal wear and tear. d) Title to all equipment and parts provided under this Schedule shall pass to the CUSTOMER. The replaced parts shall become the property of SecureNet. e) If CUSTOMER, with SecureNet s approval, causes modifications to be made, or accessories, attachments, features or devices not covered by this Schedule to be added to equipment being maintained by SecureNet, then maintenance service shall be supplied thereon upon mutual agreement between CUSTOMER and SecureNet and the total contracted annual maintenance charges shall be adjusted, accordingly by SecureNet. 4. Responsibilities of Customer: a) CUSTOMER shall provide, free of charge and with ready access, storage space for spare parts, working space, heat, light, ventilation electric current and outlets for use of SecureNet s maintenance personnel. b) CUSTOMER shall notify SecureNet upon equipment failure and shall allow SecureNet full and free access to the equipment and the use of necessary data communications facilities and equipment at no charge to SecureNet subject to CUSTOMER s security rules. c) CUSTOMER shall maintain site environmental conditions throughout the term of maintenance service identified in Article 3 in accordance with the specifications established by SecureNet for the equipment being maintained. d) CUSTOMER s personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of this Agreement, except as specified and approved by SecureNet. e) CUSTOMER shall not cause modifications to be made, or accessories, attachments, features or devices to be added to the equipment being maintained by SecureNet under this Agreement without prior written approval. f) As a part of providing maintenance service hereunder, SecureNet s sponsored modifications may be made to the equipment covered hereby. CUSTOMER shall provide time for such modifications, if any, after notification by SecureNet that such modification is ready to be made. Time required shall be at a time mutually agreeable to CUSTOMER and SecureNet and shall be in addition to the normal preventative maintenance hours. g) Subject to SecureNet s instruction and direction, CUSTOMER shall, at its own expense and when necessary, perform certain duties and services of a housekeeping nature, such as but not limited to, the replacement of printer and typewriter ribbons and paper, and cleaning of magnetic tape heads. h) During the term of this agreement, and for a period of two years following the termination of employment (voluntary or involuntary) of any SecureNet personnel, the CUSTOMER and any of his agents shall not, either directly or indirectly, individually or as a partner, shareholder, principal, employee, agent, officer, director, investor, manager, trustee, solicitor, representative, account executive, counselor or in any other capacity, in any way employ, either directly or as an independent contractor, any SecureNet personnel on a part-time, full-time, or contract basis for any service whatsoever. 5. Invoices, Payments, and Additional Charges: a) The total annual support charges for equipment specified herein shall begin on the Commencement Date. Annual maintenance charges shall be invoiced annually in advance. All other charges hereunder shall be invoiced the month in which charges accrue. b) SecureNet may change the annual rates specified herein effective upon expiration of the initial one (1) year term hereunder, or at the end of any calendar month thereafter by giving at least thirty (30) days written notice. c) In addition to the total contracted annual maintenance charges provided herein, CUSTOMER agrees to pay: 1) In the case of CUSTOMER owned equipment, labor, parts, and other expenses for maintenance or repair due to causes not attributable to normal wear and tear. 2) Labor, parts, and other expenses for any repairs or adjustments deemed necessary and performed by SecureNet as a result of the inspection in Article 1 above. 3) Labor and other expenses for the performance of preventative maintenance, repairs, and installation of equipment performed outside the Contract Period of Maintenance at the request of CUSTOMER. 4) Labor, parts and other expenses for repairs necessitated by vandalism, misuse, lightning or other catastrophe. 5) Labor, parts and other expense for CUSTOMER authorized refurbishment or overhaul of CUSTOMER owned equipment. d) All additional charges contemplated by Article 5c) above for labor and parts shall be at SecureNet s published rates in effect at the time that the labor and parts are provided.

7 6. Termination of Maintenance Service a) Maintenance service under this Agreement shall not be subject to termination, in whole or in part, by either party for the initial ninety (90) days. At any time after 90 days, and upon receipt of at least thirty (30) days written notice by either party, either party may terminate this Agreement. b) After the initial one (1) year term this agreement shall renew on a month to month basis and cancellation shall require a thirty (30) day written notice by either party. c) After the initial one (1) year term, SecureNet may revise the annual fee for the maintenance service by providing a thirty (30) day notice of the revision. 7. Period of On Call Maintenance Service The basic annual maintenance charges provide for on-call maintenance service during Normal Business hours. This period is defined as being 8:00AM to 5:00PM, Mondays through Fridays, excluding holidays. 8. Maintenance Remedy SecureNet s liability under this Schedule shall be limited to restoring the equipment covered to good operating condition. 9. Disclaimer of Warranty and Limitation of Remedies: Customer understands and agrees as follows: a) SecureNet and its employees, will in no event be liable for any incidental, consequential or other direct or indirect damages suffered by CUSTOMER, any of its employees, agents or any other person arising out of or in connection with the use or performance of the equipment, even if they have been advised of the possibility of such damages. b) SecureNet shall not be liable for any loss or damage caused by delay in furnishing equipment, products, services or any other performance under or pursuant to this agreement. c) This agreement supersedes all proposals, oral or written, and all negotiations, conversations, or discussions heretofore had between the parties related to this agreement. CUSTOMER acknowledges that it has not been induced to enter into this agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by CUSTOMER. d) This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by written amendment signed by the parities hereto. 1. SecureNet and Stratfor.com hereinafter referred to as CUSTOMER, hereby agree to a maintenance program for the equipment itemized in Schedule A and in accordance with the terms and provisions of this agreement. 2. Maintenance is to be provided by SecureNet on equipment itemized in Schedule A, installed at: 221 W. 6 th Street, Austin, TX Agreement is for the period of 1 year commencing Aug 1, This agreement shall be governed by the laws of the State of Texas. No understandings, agreements or representations expressed or implied and not specified herein shall be binding on either party. The foregoing terms and conditions shall prevail and in the event there is any variance of the terms and conditions of any order submitted by the CUSTOMER to this document, this document shall take precedence. This agreement shall not be amended in whole or in part except by express consent by the parties hereto. 5. The CUSTOMER agrees to pay SecureNet $ 85.00, plus sales tax on the first day of each month commencing in Aug 2011, and $ 88.00, plus sales tax on the first day of each month commencing Aug 2012 and each month, thereafter. AGREED TO: Customer Name: Stratfor.com Billing Address: 221 W. 6 th Street City, State,Zip: Austin, TX By: Title: Signature Date: ACCEPTED BY: SecureNet, Inc. PO Box Dallas, Texas By: Title: Signature Date: