Fruth Group - Managed IT Services (MIS) Terms of Service (TOS)

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1 PRICING FOR SELECTED SERVICES Client acknowledges and agrees that the fees for the services to be supplied by Provider under applicable Managed IT Services Agreement(s) have been established by Provider and payment amounts are outlined in the aforementioned Agreement. All services will be billed monthly, including any overages and/or out-of-scope time and materials. Device counts will be updated automatically and monthly agreement invoices will reflect the most current numbers. Client acknowledges that the quantities defined in their Agreement(s) are the minimums for the term of the Agreement as specified in the Agreement Overview section. A written change request must be submitted by Client to reduce any count(s) below the original minimums, and is subject to approval at Provider s sole discretion. Travel charges will be incurred for on-site service calls 30 miles or more away from the Fruth Group office that the technical resource is dispatched. Travel charges are billed at the standard hourly resource rates. Any out-of-scope projects must be agreed upon and be approved in writing by both parties in a Statement of Work. Agreement invoices are billed out monthly with the payment terms specified on the invoice. Any payments received after the due date listed on applicable invoice(s) will be considered past due. Late charges, as defined by the Fruth Group IT Services Division Master Services Agreement will be assessed on all past due invoices. Any Standard invoices for overages, out of scope work, professional services projects/consulting and any other products are due and payable according to the billing terms indicated on the invoice or applicable Statement of Work document. REQUESTS FOR SERVICE The Fruth Group IT Help Desk may be contacted through the following communication channels: *( address provided during Managed IT Services Onboarding) The Help Desk can receive service requests via and any such requests will automatically generate a ticket. s are reviewed in the order received and then triaged based on urgency and impact. Typically, s will be acknowledged and responded to within 4 (four) business hours from the time of receipt. For requests to be accepted and processed, the following information must be included: - Requester s Company / Organization Name - Requester's Full Name, or Name of Person they are opening the ticket on the behalf of - Best / Preferred Call Back Number(s) - Basic Description of the Issue (for example: "My PC can't connect to the internet") If the above required information is not in the request, and the client cannot be easily determined from the address and message contents, the Help Desk will be unable to contact the requester and no further action will be taken. Telephone *(Phone number provided during Managed IT Services Onboarding) Calls are answered in the order in which they are received. If no technical resources are available, the caller will be placed on hold in the call queue and will be transferred to a technician as soon as one frees up. During times of unusually high call volume, callers may be routed to the Help Desk voice mailbox in which they can leave a message and receive a callback as soon as possible. The Help Desk will create or update a ticket for each call received, whether the issue is in or out of scope. For requests in scope, the Help Desk technician will attempt to work the issue through to resolution. If there is a need for further investigation, the Help Desk will follow up with the caller once triage has been completed. When additional support is needed or the call is regarding a project, the Help Desk will assign the ticket to the appropriate escalation or project resource and they will follow up with the requester directly. Typically, voic s will be transcribed, ticketed, and responded to within 4 (four) business hours from the time of receipt.

2 IT SERVICES LABOR FEES In the event the Client s ticket cannot be resolved remotely during the standard Service Hours (as indicated in the Agreement overview), a reasonable effort may be made by Help Desk staff to resolve the issue outside Service Hours, depending on availability. When deemed necessary, a technical resource may be dispatched on-site to Client s location. If on-site support is needed outside of the standard Service Hours, or for any reasons that are determined to be outside the scope of this agreement, the resource will be dispatched on a Time and Materials basis and the Client will be billed the corresponding hourly rate(s). A comparison of our standard market rates and discounted MIS client rates are detailed in the table below Resource Type / Work Type Standard / Market Resource Rates MIS Agreement Resource Rates Example Service Type / Area Details Technician $125 / hour $100 / hour Analyst $125 / hour $100 / hour Specialist $125 / hour $100 / hour Engineer $150 / hour $125 / hour Architect $150 / hour $125 / hour Triage - Basic Desktop, Application, and Network Support Intermediate Desktop, Application, and Network Support + Basic Server Support Advanced Desktop & Application Support + Intermediate Network and Server Support Expert Desktop, Application, Network, and Server Support + Security & Wireless Master Desktop, Application, Network, and Server Support + Design & Planning + SANs Project Manager $150 / hour $125 / hour Project Mgmt. & Coordination Emergency On-Site $300 Fee + $175 / hour $250 Fee + $150 / hour Critical Down / Emergency On-Site with Guaranteed <1 Hour Dispatch Time After Hours 1.5x resource rate 1.5x resource rate Outside of M-F 8am-5pm (AZ Time) Holiday 2.0x resource rate 2.0x resource rate On Company Observed Holidays Important Billing Notes: Minimum 0.25 hours for Remote work; Minimum 0.50 hours for on-site work, after-hours work, and holiday work. Standard resource rates are always billed out in quarter (0.25) hour increments beyond the minimums. Above listed pricing is periodically reviewed and may be revised based on current market conditions. All Rates are subject to change at any time at Provider's sole discretion.

3 Out of Scope / Limitations Fruth Group - Managed IT Services (MIS) To ensure that our resources can provide fast, effective service, there are some services that are not covered and therefore considered outside the scope of this Agreement. Client acknowledges that the items listed below are out-ofscope for the Services under this Agreement. Client may request Provider s assistance with any of the out of scope matters listed below and Client acknowledges that they may incur additional charges. Provider will make reasonable effort to notify client of any Out of Scope engagements requiring separate billing before work is completed. These services include, but are not limited to the following: Services for third-party programs/software or any other tools that are part of the application layer running on servers or workstations. Fruth Group personnel will provide reasonable best effort support, but Client is ultimately responsible for and may need to contact 3rd party developer/vendor directly to obtain support. Devices without an approved and billed remote agent installed (other than thin client and VDI environments), except for authorized exclusions as specified in the notes area of the selected services section(s) of Client s MIS (Managed IT Services) Agreement. Home PC Support - For a client calling from home/residence, that has a Client company owned workstation with an agent, the Help Desk will assist with work connectivity problems only (for example, a VPN connection), but will not be able to offer support for internet connectivity or any other home PC related issues. Network Device Configuration - Settings changes to Firewalls, Routers, and Switches (except in the event that Client has purchased and is actively paying for a subscription to our Network Management service). Hardware-related issues (Hard Disk, Memory, Power Supply, etc.); all hardware and/or equipment failures or related issues are out-of-scope. In some cases, it may be covered by manufacturer warranty, but may still require additional cost. For all hardware that is covered by a manufacturer s warranty, it will be the sole responsibility of the Client to contact the manufacturer to request an RMA, unless the hardware was purchased by Client from Provider and is a hardware item covered as a managed item by this Agreement, in which case, Provider shall contact the manufacturer to request an RMA on the Client s behalf. New Equipment Purchases & Setup - Including but not limited to pre-configuration, installation, and implementation may require a Sales Order or Professional Services project detailed in a Statement of Work with separate billing, at Provider s sole discretion. Negligence by Client or failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors stressing equipment beyond the limits it was originally designed for. Service and repair made necessary by alteration or modification of equipment, other than that authorized by Provider, including software installations, or hardware modifications of equipment made by Client s employees or anyone other than an authorized Provider resource. Programming (modification of software code) and program (software) maintenance unless as specified in the notes area of the selected services section(s) of Client s MIS (Managed IT Services) Agreement. Any warranty of SLA of standard Provider functionality as defined in this Agreement will not apply if it is determined that any third-party software solution utilized by Client is the root cause. Formal training, of any kind, is excluded, but may be purchased at standard Professional Services rates. Provider may (at Provider's sole discretion) administer third-party application updates if Client has a current maintenance Agreement with the third-party vendor that entitles Client to support and software updates. It is Client s responsibility to supply Provider with third-party updates when released by vendor. Where Client utilizes multiple software packages and changes to one of the products (e.g., the manufacturer moves to a new operating system) create an incompatibility with another product, Provider shall have no responsibility for resolving compatibility problems that may arise from such changes. Provider makes no guarantees of Cost Savings or ROI (Return on Investment) for this Agreement of MIS (Managed IT Services).

4 Client Obligations Client agrees to provide, before agreed upon start date (specified in the Agreement Overview ), access to information and resources required to allow service to be deployed/installed and function properly, including, but not limited to items listed below. Failure to provide complete and accurate information may result in limited or delayed services, however, this will not delay start of Client receiving invoices for selected services. Creation of and continuous administrator level access to, all devices in Client's network for remote access and administration. Maintain a current list of contacts authorized to communicate with Provider s Help Desk and/or other staff. Physical access to premises and devices for any on-site support, when necessary. Client's current change control process including preferences for scheduled maintenance windows. Physical or remote access to devices desired to have and capable of running Provider s monitoring agent(s). Serial numbers for covered devices and vendor contact information (as available). Terms & Conditions 1) SCOPE OF SERVICES. Provider agrees to assist Client with managed services as set forth in the associated Agreement document, in addition to any Schedules or Addendums (if included), and as set forth in one or more applicable Statements of Work (each, an "SOW") that may be executed from time-to-time by both Parties under this Agreement (collectively, the "Services"). To be effective, each SOW (if any) shall reference this Agreement and, when executed by both Parties, shall automatically be deemed a part of, and governed by the terms of this Agreement. Each SOW is enforceable according to the terms and conditions contained therein, and in the event of a direct conflict between the language of this Agreement and any Statement of Work, the language of the Statement of Work shall control, but only with respect to that particular Statement of Work. Provider shall perform all Services in accordance with the relevant best practices for the managed service provider industry, as well as those service levels explicitly described in any relevant Statement of Work. 2) ACCESS TO PREMISES. To the extent that Services are performed on Client's premises ("Premises"), Client hereby grants to Provider, the right of ingress and egress over the Premises and further grants Provider a license to provide the Services described in the Agreement, Schedule 1, or any Statement of Work within the Premises. To the extent that Services are provided to Client on property other than the Premises, it shall be Client's responsibility to secure, at Client's own cost, prior to the commencement of any Services, any necessary rights of entry, licenses, permits or other permission necessary for Provider to provide Services at such location(s). Client shall provide Provider with any passwords or keys (virtual or otherwise) that Provider requires in order to provide the Services to Client. Provider shall not be liable for delay in performance or nonperformance of any term or condition of this Agreement directly or indirectly resulting from Client's denial to Provider of full and free access to Client's systems and components thereof, or Client's denial to Provider of full and free access to Client's personnel or Premises pursuant to this Agreement. 3) SERVICE TERM Termination. a) Auto-Renewal. Once the original term of applicable Agreement (as specified in the "Agreement Overview" section) has concluded, the Agreement will auto-renew and convert to month-to-month terms, at then standard market pricing,

5 and continue to do so in perpetuity unless either party makes known their desire to renew/extend with a new Agreement, or to terminate the Agreement as indicated in "Without Cause" section 8b. b) Without Cause. After the initial contract term has been met, either party may terminate the Agreement for any reason by providing the other party, with thirty (30) days prior written notice. Both parties shall mutually agree upon the effective date of the termination. If either party terminates this Agreement, 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 as well as any outstanding or prior unpaid balances that Client owes Provider at that time. c) Default. In the event that one party (a "Defaulting Party") commits a material breach of a Service Agreement or a Statement of Work, the non-defaulting Party shall have the right, but not the obligation, to immediately terminate the applicable Agreement or the relevant Statement of Work provided that (i) the non-defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within ten (10) business days following receipt of written notice from the non-defaulting Party. d) Contract Review. Provider reserves the right to periodically review any Managed IT Services Agreement(s) and if deemed ineffective, Provider may terminate the Agreement at the Provider's sole discretion. In the event of such a termination, the Provider may or may not propose to Client, a new Agreement with different quantities, pricing, and/or terms in an effort to make the agreement fair and equitable based on then market rates for same or similar services. e) Equipment Removal. Upon termination of this Agreement for any reason, Client shall provide Provider with access, during normal business hours, to Client's premises (or any other locations at which Provider-owned equipment is located) to enable Provider to remove all Provider-owned equipment from such premises (if any exists). f) Transition. In the event this Agreement is terminated for any reason whatsoever, any Client data held by Provider shall be returned to the Client in a commercially reasonable manner and time frame, not to exceed fifteen (15) calendar days following the date of request of the return of such data by Client. In the event that Client requests Provider's assistance to transition to a new service provider, Provider shall do so, provided that (i) all fees due and owing to Provider under this Agreement are paid to Provider in full prior to Provider providing its assistance to Client, and (ii) Client agrees to pay Provider its then-current hourly rate for such assistance, with upfront amounts to be paid to Provider as agreed upon between the Parties. Provider shall have no obligation to store or maintain any Client data in Provider's possession or control beyond fifteen (15) calendar days following the termination of this Agreement. Provider shall be held harmless for and indemnified by Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, Provider's deletion of Client data beyond the time frames described in this Section. g) Impact. Termination of a Statement of Work shall not act as a termination of any other Statement of Work or as a termination of this Agreement as a whole. Termination of this Agreement, however, shall act as a termination of all Statements of Work then pending, unless the Parties agree otherwise in writing. h) No Liability. Unless expressly stated in this Agreement, neither party shall be liable to the other party or any third party for any compensation, reimbursement, losses, expenses, costs or damages (collectively, "Damages") arising from or related to, directly or indirectly, the termination of this Agreement for any reason, or for Damages arising from or relating to Provider's disclosure of information pursuant to any valid legal request to which Provider is required to comply. This waiver of liability shall include, but shall not be limited to, the loss of actual or anticipated profits, anticipated or actual sales, and of expenditures, investments, or commitments in connection with such party's or any third party's goodwill or business.

6 4) UPTIME; REPORTING; REMEDIES. a) Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime shall mean those hours, as determined by Provider but which shall not occur between the hours of 8 AM and 5 PM Monday through Friday without Client's authorization or unless exigent circumstances exist, during which time Provider shall perform scheduled maintenance or adjustments to Client s servers, workstations, or network. Provider shall use its best efforts to provide Client with at least forty-eight (48) hours of notice prior to scheduling Scheduled Downtime, but this may not always be feasible based on the circumstances which are the underlying cause of the required downtime. b) Client-Side Downtime. Notwithstanding any provision to the contrary, Provider shall not be responsible for any downtime, delays, or deficiencies in the Client's IT infrastructure or any of the other services provided to Client, to the extent that such delays or deficiencies are caused by Client's action or omissions. In the event that such delays or deficiencies do occur, Provider shall be permitted to extend any relevant deadline as Provider deems necessary to accommodate such delays or deficiencies. c) Reports. Upon Client's written request, Provider shall make available to Client, service reports. d) Remedies; Limitations. Notwithstanding any provision to the contrary, except for the Startup Exception (described below), if Provider fails to meet its SLA commitments as defined in this Agreement on three (3) or more occasions over the course of a three (3) contiguous month period, Client shall have the right to terminate this Agreement immediately for cause by providing Provider with written notice of termination, with no further liability to Provider whatsoever. The remedies contained in this paragraph, are in lieu of (and are to the exclusion of) any and all other remedies that might otherwise be available to Client for Provider's failure to meet any service level during the term of this Agreement. e) Exemption. The Parties acknowledge and agree that for the first thirty (30) days following the Effective Date, any SLA commitments described in this Agreement or other applicable Terms of Service shall not apply to Provider, it being understood that there may be unanticipated downtime or delays due to Provider's initial startup and transition activities with Client (the "Startup Exception").