T MSP Cloud Solution Proposal
Contents
1. 50 000 as liquidated damages and M SP shall have the option to terminate this Agreement without further notice or liability to CUSTOMER The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs MSP would incur to identify recruit hire and train suitable replacements for such personnel 15 CUSTOMER RESPONSIBILITIES 15 1 CUSTOMER must provide M SP with all appropriate usernames and passwords required to access network resources i e Administrator usernames and passwords router telnet passwords and maintain all necessary media license keys and vendor contact numbers and provide access to that information when needed 15 2 IT IS THE RESPONSIBILITY OF THE CUSTOM ER TO ENSURE THAT PRESCRIBED BACKUP OPERATIONS PERFORM ED BY MSP ARE ADEQUATE By signing below you acknowledge and agree that prior to signing you read the entire Agreement consulted with legal counsel of your choice or had the opportunity to consult with legal counsel of your choice but declined to do so you are authorized to enter such agreement and you are willfully bound by all the terms and conditions set forth in this Agreement Further by our signature below we likewise agree to be legally bound by the Agreement and by all the terms and conditions set forth in it Customer Joe s Brewing Company 1234 Oak Drive Suite 137 Orlando FL 32820 United States Printed Name Tit2. in this Agreement are based upon services provided during normal business hours defined as M onday through Friday 8 30 AM to 5 00 PM EST 2 7 Travel Expenses MSP will invoice for any additional travel expenses to include parking and tolls 2 8 Additional Charges There shall be added to the charges due an amount equal to all taxes based upon all services equipment hardware software freight and other applicable charges This includes all state and local sales and use taxes based on gross revenue and any taxes or amount in lieu thereof paid or payable by MSP in respect to the foregoing 2 9 Billing MSP will invoice CUSTOM ER for all additional approved services charges hardware software and taxes on demand according to customer terms All fees for the services provided in this agreement are invoiced in advance and pre paid 2 10 Terms All invoices and payments are due NET15 unless other terms are approved by M SP 3 TERM AND TERMINATION 3 1 TERM The initial term for Services provided is one year from date of deployment starting at the beginning of the calendar month in which services are deployed This Agreement shall automatically renew for successive one year terms for the life of the Customer relationship Customer may choose not to renew services for successive terms with a sixty 60 day written notice to MSP 3 2 MSP will provide services in a competent manner comparable to industry standards If MSP does not pro
3. less profitable our solutions become We call it having skin in the game since our goals are 100 aligned with yours Some not so obvious benefits of M SP Cloud solutions No obsolescence Your cloud platform is constantly up to date and using the latest in technology The person you go to for techie stuff can now focus on his her primary job function s The majority of your IT expenses are converted from capital to operational adding valuation to your business You have the benefit of a full time IT staff without the cost of a single emplq Your IT staff is never on vacation never gets sick and doesn t require benefitg You never need to buy a server again Proprietary amp Confidential Page 11 of 17 Your Company MSP Cloud Solution Proposal Solution Summary QTY DESCRIPTION UNIT PRICE TOTAL PRICE Hardware 1 HP ProLiant ML350 G6 5U Tower Server 1 x Intel Xeon E5620 2 851 20 2 851 20 2 4GHz 2 Processor Support 8 GB Standard 288 GB Maximum RAM DVD Writer Serial Attached SCSI SAS RAID Supported Controller Gigabit Ethernet 1 HP StorageWorks D2600 Hard Drive Enclosure 3 374 60 3 374 60 Services 3 Managed Anti Virus with Standard ITSS 6 00 18 00 3 Managed Spam with Standard ITSS 4 50 13 50 SUBTOTAL 6 257 30 SALES TAX 300 58 6 757 88 TOTAL ONE TIME 31 50 MONTHLY COMMITMENT Pricing is based on current hardware softwa
4. properly market our business That includes a combination of marketing tactics including email online advertising and even social media which nobody can ignore It is important to leverage these tools effectively to stand out from the crowd and engage the new generation of prospective clients Let MSP help demystify the tangle of the Internet and bring your business to the next level Managed Printing Have you ever truly calculated the cost to print a page Thereis the cost of the printer the toner the print drum unit repairs and maintenance How about the cost of the toner that sits in your supply closet well after that printer is no longer in service MSP can provide your business with a little known way of saving 50 or more on your printing costs with a fully managed printing solution Videoconferencing Most companies have overlooked this far too valuable tool believing it to be too expensive for them or simply unnecessary Do you have multiple offices Do you have clients that may be out of the region Do you travel frequently but require the need for face to face staff meetings MSP provides some very creative videoconferencing solutions are prices you wouldn t think to be so low All can be set up in a matter of minutes with very little training needed Proprietary amp Confidential Page 14 of 17 Your Company MSP Cloud Solution Proposal Support Services Agreement This Agreement is by and between Your Company a FL co
5. require paid consultant time just to install or use We have a well documented user manual tons of tutorial videos and you can reach us on the phone included for technical support so you don t have to pay us to learn our software For those that would like additional assistance we do offer Professional Services Affordable QuoteWerks is cost effectively priced starting at USD 199 for a single user It is a one time purchase not a monthly subscription Our licenses are sold per concurrent user not per named user so if you have someone that only occasionally uses QuoteW erks you don t have to buy a license for them You will be hard pressed to find a product that costs less and that delivers so much Our Mission We believe in old school values and are proud to continue these traditions where businesses are honest in their practices and deliver high quality reliable products and make them available for a fair price Our company mission is to create inexpensive turnkey and reliable sales quoting software to be used by companies in most industries by adhering to the fundamental needs of the quoting process We strive to be available to our prospects and customers for pre sales and post sales customer service and to provide knowledgeable honest responses in the best interest of the customer We do not strive to make the most money at the expense of poor customer service or be the largest company bigger is not always better in our book b
6. MSP Cloud Solution Proposal Prepared for Joe Brewer Joe s Brewing Company 1234 Oak Drive Suite 137 Orlando FL 32820 United States Prepared by Brian Laufer Your Company 123 Elm St Orlando FL 32819 Date Prepared 12 21 2012 Corporate Headquarters 123 Elm St Orlando FL 32819 407 248 1481 P www yourwebsite com MSP Cloud Solution Proposal 12 21 2012 Joe Brewer Joe s Brewing Company 1234 Oak Drive Suite 137 Orlando FL 32820 United States Dear Joe Within this proposal you will find the following Information about our company Key differentiating factors that we refer to asthe Your Company Advantage Benefits of Cloud Computing Plan Descriptions Scope of Work Our approach to Support and Management for your solution A total solution summary Additional services we offer Service Agreement Upon review if you would like us to modify any of the contents of this proposal please feel free to contact me and will address your requests Best Regards Brian Laufer Your Company brian laufer quotewerks com Proprietary amp Confidential Page 2 of 17 Your Company MSP Cloud Solution Proposal About Us A privately held company Your Company was founded in 1993 under the name Creative Software by John C Lewe IV Having founded the company 19 years ago John is actively involved in every aspect of the company s operations and actively leads our development team ensuring that the co
7. OMER facilities CUSTOMER retains title and ownership in all of CUSTOM ER s equipment owned by CUSTOMER and utilized by MSP and must grant authority for MSP to access CUSTOM ER s facility Facility access may be denied for any reason at any time however if access to facilities is denied CUSTOM ER understands that MSP may be unable to perform their duties adequately and if such a situation should exist M SP will be held harmless 7 INSURANCE COVERAGE MSP shall maintain at its sole expense commercial general liability insurance for personal injury and property damage for a general aggregate of 1 000 000 worker s compensation insurance as required by law and hired and non owned automobile liability insurance for the combined single limit of 1 000 000 At CUSTOM ER s request M SP further agrees to furnish CUSTOMER with certificates including renewal certificates evidencing such coverage within thirty 30 days of commencing performance under this Agreement at every renewal and at other times as may be reasonably requested by CUSTOMER 8 INDEMNITY Each party hereby agrees to indemnify and hold the other party harmless from and against any and all third party claims demands actions losses liabilities costs and expenses including reasonable attorney s fees arising out of or resulting from the performance or lack of performance of each party s activities under this Agreement except to the extent caused by either party s neg
8. OR ACCURACY OR RELIABILITY 12 3 WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT INCIDENTAL SPECIAL EXEM PLARY PUNITIVE OR CONSEQUENTIAL DAM AGES OR FOR ANY LOST DATA OR CONFIDENTIAL INFORMATION INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS COSTS OR PROCUREM ENT OR SUBSTITUTE GOODS OR SERVICES BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THIS AGREEM ENT OR ARISING FROM OR RELATING TO THE USE OF THE SOFTWARE WHICH HAS BEEN MODIFIED BY ANYONE OTHER THAN US LOSS OF PROGRAMS OR INFORMATION AND THE LIKE THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES OBMISSIONS INTERRUPTIONS DELETION OF FILES OR DIRECTORIES LOSS OF DATA ERRORS DEFECTS DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORM ANCE HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INDLUDING NEGLIGENCE OR OTHER TORTS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM AGES 12 4 YOU ACKNOWLEDGE AND AGREE YOU HAVE RELIED ON NO WARRANTIES EXCEPT OUR LIMITED EXPRESS WARRANTY IN SECTION 11 12 5 You agree that the total liability of us and our Affiliates and the sole remedy of you and any End User for any claims regarding our services is limited to your right to terminate this Agreement Further should a court nonetheless find that a remedy is not exclusive or that we are for any reason nonetheless liable for money damages our cumulative liability in connection with this Agreement and our
9. Services whether in contract tort or otherwise shall not exceed the amount paid to us under this Agreement during the three months preceding the events giving rise to such liability The existence of more than one claim shall not enlarge that Your Company MSP Cloud Solution Proposal limitation of liability 12 6 We are not obligated to exercise any control over the content of the information passing through our network except those controls expressly provided in this Agreement 12 7 Except as expressly provided in the Agreement you acknowledge that a we are in no manner responsible for any action or inaction of any third party including but not limited to hardware or software vendors or Internet service providers b we have not represented that the Services shall be uninterrupted error free or without delay and c we do not and cannot control the flow of data through the Internet and such flow depends in large part on the performance of third parties whose actions or inaction can at times produce situations in which connections to the Internet or portions thereof may be impaired or disrupted ACCORDINGLY YOU ACKNOWLEDGE THAT WE DISCLAIM ALL LIABILITY RELATED TO EVENTS OUTSIDE OF OUR CONTROL AND OR IN THE CONTROL OF THIRD PARTIES AND YOU SHALL HAVE NO RIGHT TO RELY UPON ANY REPRESENTATION OR WARRANTY OF ANY THIRD PARTY IN RESPECT TO THE SERVICES Further you acknowledge that in providing the Services we shall necessaril
10. cordance with prevailing industry standards You represent and warranty that you a have the right power and authority to enter into this Agreement and to fully perform all of your obligations hereunder 12 DISCLAIMER OF WARRANTIES LIMITATION OF DAMAGES 12 1 THE EXPRESS BUT LIMITED WARRANTY IN SECTION 11 ABOVE ISIN LIEU OF ALL OTHER WARRANTIES EXPRESS IM PLIED OR STATUTORY REGARDING OUR SERVICES AND WE AND OUR AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IM PLIED INCLUDING BUT NOT LIMITED TO ALL WARRANTIES IM PLIED OR EXPRESS OF MERCHANTABILITY FITNESS FORA PARTICULAR PURPOSE TITLE AND NON INFRINGEM ENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING COURSE OF PERFORM ANCE OR TRADE USAGE THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYM ENT OF THE INFORMATION OR AGAINST INFRINGEM ENT REGARDLESS OF WHETHER THE ACTION AROSE INSIDE OR OUTSIDE THE UNITED STATES THERE IS NO WARRANTY AGAINST INACCURACY THERE IS NO WARRANTY OF SYSTEMS INTEGRATION THERE IS NO WARRANTY THAT OUR OBLIGATIONS UNDER THIS AGREEM ENT WILL FULFILL ANY OF YOUR OR ANY AUTHORIZED USERS PARTICULAR PURPOSES OR NEEDS 12 2 WE PROVIDE THE SERVICES AS IS YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT THE SOLE RISK OF YOU AND EACH AUTHORIZED USER YOU ACKNOWLEDGE THAT THE USE OF THE SERVICES BY YOU AND EACH AUTHORIZED USER ARE AT YOUR OWN RISK AND THAT THERE IS NO WARRANTY OF INTERRUPTED OR ERROR FREE SERVICE
11. covery and Analysis is a critical step It s essential that it be handled in a detailed and systematic fashion and your Proprietary amp Confidential Page 8 of 17 Your Company MSP Cloud Solution Proposal involvement is invaluable 4 Planning and Scheduling A migration can be as quick as two weeks or take up to eight This depends on the size and complexity of the job Each step of the physical transition is scheduled in advance Each member of our team is briefed on what they Il be doing each day of the migration Our process while detailed actually helps us to complete our migrations more quickly than the industry norm We re also very good at staying on schedule 5 Provisioning Solutions Here is where the solution is built Servers Storage Disaster Recovery Everything that was specified is implemented Standard applications are the first thing we pre install Next we provision your custom business applications Your user and group accounts are then created We have a dedicated department that handles the deployment and management of client specific applications If needed or if you prefer your venders or consultants can be engaged at this stage We re particularly careful to note what permissions each person should have and in which departments they reside This is the stage of your migration where we train your IT Director or whomever you designate as Transition Manager in portal use and management If there are multi
12. ed and no new expiration date is provided within 3 calendar days of the due date and b for invoiced payments payments not received within standard terms following our sending it via e mail to your billing liaison There is a late payment penalty of 5 of the amount past due In addition all past due amounts including the late charge shall bear interest at the lower of two percent per month or the applicable maximum legal rate If there is any late payment s on your account M SP at its sole discretion and without waiving other rights it may have may suspend interrupt or disconnect the Services on your account without notice to you Proprietary amp Confidential Page 15 of 17 2 4 Hourly Rate The hourly rates are defined for all system engineers and are billable for services outside the scope specifically defined in this agreement or any attached schedule s and may be changed with 60 days written notice Current hourly rates and billable minimums are published at www M SPyourbusiness com termsandconditions html Client agrees to verify current rates and minimum charges online prior to requesting any billable service The hourly rate is for time worked and is not tied to a resolution 2 5 Billing Zone On site services are billed portal to portal The hourly charges for on site service begins when a billable staff member leaves the M SP headquarters and ends when that member finishes on site 2 6 After Hours All rates
13. es this information is transferred electronically Occasionally it requires a physical transfer prior to loading Anything we ship on physical media is encrypted and we send duplicates using two different carriers ensuring against Proprietary amp Confidential Page 9 of 17 Your Company MSP Cloud Solution Proposal loss and migration delay Many clients are particularly concerned about losing email data during a migration We take email as seriously as every other IT asset All mail traffic will be queued for a short duration Nothing is lost or returned If you need extra assurance as to how thorough we are we ll be happy to detail this process with you 8 Go Live Task Force This is your first day as a company with The Power of the Portal To help make everyone s transition as smooth as possible we assign a Go Live Task Force This is a group of extra technicians standing by on our end Depending on how large or complex your migration happens to be they Il be ready to assist throughout your inaugural day or for some days afterward 9 Champagne Week Champagne Week is your first week in the cloud Here your Account M anager will spend extra time with you making sure that everyone has whatever level of additional help they need Yes a bottle of champagne will be opened As time goes by and your company begins to leverage all of the advantages of the cloud you Il come to appreciate how appropriate it was to begin with a glas
14. hat disclosure of the Confidential Information to competitors non authorized third parties or the general public would be detrimental to the Company Accordingly M SP covenants and agrees with CUSTOMER that it will keep secret and treat confidentially the Confidential Information and will not disclose any of the Confidential Information to any person or entity nor shall he use the Confidential Information for any purpose other than purposes which serve CUSTOM ER 14 2 SOLICITATION OF EMPLOYEES CUSTOMER acknowledges that M SP is involved in a highly strategic and competitive business CUSTOM ER further acknowledges that CUSTOM ER would gain substantial benefit and that MSP would be deprived of such benefit if CUSTOM ER were to directly hire any personnel employed by M SP Except as otherwise provided by law CUSTOM ER shall not without the prior written consent of M SP solicit the employment of M SP personnel or induce any MSP personnel to leave to go to another firm during the term of this Agreement and for a period of two 2 years following the termination or expiration of this Agreement CUSTOM ER agrees that M SP damages resulting from breach by CUSTOM ER of this provision would be impracticable and that it Proprietary amp Confidential Page 17 of 17 would be extremely difficult to ascertain the actual amount of damages Therefore in the event CUSTOMER violates this provision CUSTOM ER shall immediately pay MSP an amount equal to US
15. id that allows access to most common applications without the need of a dedicated server Proprietary amp Confidential Page 6 of 17 Your Company MSP Cloud Solution Proposal Additional Options Your Company offers a host of complementary services to your cloud offering including v Email Archiving Archive your email with unlimited storage and retention policies v Email Encryption Automatically encrypts sensitive email information including social security numbers and credit card info to keep within regulatory compliance v Managed Security Services Allow M SP to manage your office security with a hosted managed firewall and monitoring platform at your location v Local Workstation Support Automate patch management updates and local antivirus protection providing a complementary solution to our hosted cloud office and complete IT protection of your local and remote platforms See our Additional Services page for a host of other IT services we offer Proprietary amp Confidential Page 7 of 17 Your Company MSP Cloud Solution Proposal Scope of Work Moving your company IT to the cloud can be a little like living through a home renovation There can be very unpleasant surprises along the way if the process isn t carefully detailed in advance and if the people you contract with are not highly detail oriented and technically top tier Moving to the cloud even with all of its attendant benefits may turn your anxiety dial
16. ion Proposal The Your Company Advantage When dealing with Your Company you can expect more Support We offer voice technical support You can easily pick up the phone and reach us Our customers tell us that we are very responsive to pre sales and post sales technical support inquires We believe in providing our prospects and customers with an exceptional level of service and therefore all of our knowledgeable staff can handle both sales and technical support inquires so you do not get the run around Specialized support for technology resellers and IT Industry Distributors While QuoteWerks is used in most industries if you are a technology reseller like an IT Professional or A V Integrator we have some functionality specific to your industry The Professional and Corporate Editions have specialized features to integrate with D amp H Ingram Micro SYNNEX and Tech Data s product and pricing information QuoteValet Online Quote Delivery and Acceptance QuoteValet is the online quote delivery and acceptance vehicle for QuoteW erks QuoteValet is a more robust way to deliver quotes to your customers and prospects Rather than attaching a PDF file to the quote and emailing it to your customer QuoteValet will create a personalized web page to present the quote on quotevalet com Software Company or Consulting Company We are a software company We focus on developing an intuitive easy to use well documented product that does not
17. ire All of the computer desktops and applications are stored on the same infrastructure so access to data is immediate unlike alocal network which often has to send data across the network cables Do still need my desktop You can access your cloud services from any device That includes your current desktop a thin client your home iMac Windows Phone Droid or even that new iPad you just got In fact our motto is Anywhere Any Time Any Device Proprietary amp Confidential Page 5 of 17 Your Company MSP Cloud Solution Proposal Plan Descriptions MSP Cloud Base WebTop Platform The M SP WebTop is the base delivery of the entire cloud architecture From the WebTop clients can access their entire infrastructure from any web browser effectively negating the need for a traditional desktop computer and providing full access to current data and business applications All of our cloud programs include this base WebTop and full helpdesk support Branded Cloud WebTop Web based Control Panel Application Management and Access Control Access to all licensed Programs Required Base Licensing Access from Multiple Devices Integrated Helpdesk and Tracking Employee Directory Hosted Exchange Email with Email Security 1Gb Email Storage and 2Gb File Storage SSS SSN MSP Cloud User License Options Many services are offered a la carte allowing customization of the cloud experience to meet the various demand
18. le Date MSP Signature PrintedName Title Date Your Company
19. ligence or willful misconduct M SP shall defend and indemnify CUSTOM ER against all claims damages etc arising from M SP employees and agents activities at CUSTOM ER facilities 9 FORCE MAJEURE MSP shall not be liable for failure to perform any of its obligations under this Agreement during any period in which such performance is delayed by accidents beyond M SP reasonable control such as but not limited to fire flood or other natural disasters or embargo court order riot or other intervention of any government authority provided that M SP immediately notifies CUSTOM ER of such delay If MSP performance is delayed for these reasons for a cumulative period of forty five 45 days or more from the date of such notice CUSTOMER may terminate this Agreement by giving M SP written notice 10 NOTICES All notices herein provided for or which may be given in connection with this Proprietary amp Confidential Page 16 of 17 Agreement shall be sent via regular mail postage prepaid or by facsimile If any such notice shall be given by CUSTOM ER to MSP it shall be addressed to Your Company 123 Elm St Orlando FL 32819 11 REPRESENTATION AND WARRANTIES We represent and warranty that we a have the right power and authority to enter into this Agreement and to fully perform all of our obligations hereunder and b will use commercially reasonable efforts to provide all services required of us under the Agreement in ac
20. mpany s mission is fully realized on a daily basis Corporate headquarters is located at The self funded company focuses on quoting ordering software integration with leading contact management software such as ACT Autotask ConnectWise GoldMine Maximizer MS Dynamics CRM Outlook Outlook BCM salesforce com SalesLogix SugarCRM and TeleM agic Aspire s top selling product is QuoteW erks Selling to a variety of markets Your Company has built its position in the marketplace with QuoteWerks as asmall to middle market leader by providing the sales quoting and proposal solution thathas the ease of use of spreadsheet software with the feature set power and flexibility of high end custom solutions without the associated costs and complexities QuoteWerks strategically addresses the pressing needs of the Small to Medium Enterprise providing a scalable integrated and customizable solution that increases productivity to unmatched levels from a single user environment all the way up to the enterprise environment QuoteWerks formerly Quote Pro has gone through many changes rapidly responding to user feedback Aspire Technologies Inc appreciates the working relationship that it holds with its customers We believe that this customer interaction is the reason for Our SUCCESS QuoteWerks is used by over 66 000 users worldwide in over 101 countries Proprietary amp Confidential Your Company Page 3 of 17 MSP Cloud Solut
21. n further help your business IT Projects and Consulting Have an IT project that needs to be addressed Need a technical lead for an existing project in progress Need to manage a company move MSP has over 20 years of experience in project management We can help you bring a project to fruition on time and within budget We can also work with you on design and implementation of a new project including line of business application deployment or even a major migration Web and Graphic Design Has your website become nothing more than a static online brochure Do you frequent websites of your competitors which are far more dynamic and captivating Do you want to use your website as a tool to communicate with your clients and drive new business rather than something you feel you just need to have MSP can make your website into afull Content Management System CMS presenting a more professional image of your business providing an EASY way for your own team to keep it up to date and engaging and tailor it to capture useful prospect data so that it becomes more interactive and serves as a true marketing tool MSP can even provide graphic design services to help develop a new logo letterhead or even full brand identity as well as standard marketing materials and other literature Internet Email and Social Media M arketing Let s face it the Yellow Pages are dead It is imperative that we leverage the NEW media direction in order to
22. or via remote access If an issue is unable to be resolved in the manner M SP will schedule an engineer for an on site visit MSP reserves the right to dispatch an engineer for any phone support exceeding 30 minutes or at the sole discretion of MSP should common practice dictate it would be more efficient to address the issue onsite 2 SERVICE FEES AND PAYMENT SCHEDULE 2 1 Initial Setup Fee MSP will perform the INSTALLATION as detailed herein or in any attached schedules Customer agrees to pay any installation fees defined herein 2 2 Monthly Fee MSP will provide the services to the CUSTOM ER as detailed herein or in any schedules attached to this agreement The monthly service fee will be invoiced on or about the 15t day of each month prior to the month in which services are provided allowing you time to review your billing For services based ona per unit charge customer agrees to pay any differences in fees arising from an increase in the units billed whether they be devices storage bandwidth or any other defined unit Payment is made automatically via ACH on the first day of each calendar month Payments made outside the scope of any agreement are not included in the monthly ACH 2 3 Late Payment Late Payment is defined a for ACH payments payments refused by the issuing bank b for credit card payments payments not received including for instance if payment is refused by the credit card issuer or credit card is expir
23. particular needs throughout the transition We might learn for example that the best time for the migration to take place is evenings rather than weekends Weekends may be your busiest time This step helps us to specify what will happen when There may be variations in the migration needs of each of your offices Whatever your concerns whatever your priorities everything is noted and built into our approach There are always questions not only during our Team Launch meeting but throughout the entire migration process No question is too small or unimportant The more you know the more comfortable you ll be The more we know the smoother things will go 3 Discovery and Analysis Once we know where we re headed we need to know where you presently stand To answer that question we execute a comprehensive IT environment inventory We note such things as the scope of your IT assets servers data printers applications where they re currently housed how they are configured what their interdependencies are and their level of stability We look at where your users are located and appraise your connectivity to ensure that their applications work flawlessly in the cloud We might discover that some of your applications are vintage and recommend upgrades Or they may be applications that we know to have built in shortcomings even though they re new This can be an ideal time to fine tune a number of things to maximize performance Dis
24. ple people in your company who should have these skills we can train them as well Their knowledge will span everything they need to know to simplify their jobs including managing account permissions and portal content 6 Testing and Training Before going live your applications have to be tested in their new environment The goal is to resolve any software hiccups that may arise prior to going live In most cases we use a copy of your real data to run these tests Complex applications are tested the same way We take a snapshot of real data and then work with it in a test environment For larger deployments we create a User Acceptance Group We give this group User Acceptance Training and then we set them loose to explore play with and use the portal every way they can think of We ask them to give your data applications and portal collaboration capabilities everything that s at their disposal a workout When everything works like a dream you ll give us the go ahead Two to three days before going live we offer training sessions for everyone in the company These require one hour time blocks and can be done remotely Many of our training videos are online 7 Cutover We re getting very close now to taking you into the cloud During Cutover we migrate your company assets such as your email applications database and document management systems to an M SP Data Center from your in house servers or from another provider In most cas
25. re and support licensing costs and is reflective of the current number of users Pricing may increase automatically on January 1st each calendar year with a maximum annual increase of 5 each year to cover changes in vendor costs Specifically excluded from this subscription unless otherwise provided as part of the agreement Additional project work of any kind initial project deployment is quoted herein The cost of any parts equipment or shipping charges of any kind The cost of any additional software licensing or software renewal upgrade fees of any kind The cost of any 3 party vendor manufacturer support or incident fees of any kind Proprietary amp Confidential Page 12 of 17 Your Company MSP Cloud Solution Proposal Failure due to acts of God building modifications accidents fire power failures Client misuse or other adverse environmental conditions or factors Local workstation support unless chosen as an option within the agreement Backup of local client data outside of what is stored or provided by the M SP cloud services Network cable installation and testing of network cables Any pre existing condition as may be noted by MSP or the Client Proprietary amp Confidential Page 13 of 17 Your Company MSP Cloud Solution Proposal Additional Services We Offer As a full service IT firm Your Company offers a host of additional services that will benefit your firm Below are just a few examples of how we ca
26. rporation we us or M SP and the person or entity signing below as a Customer you or Customer and is made and entered into as of the latest date shown in the signature blocks below the Effective Date This Agreement sets forth the terms and conditions upon which M SP will provide services the Services to Customer 1 SUPPORT SERVICES AGREEM ENT 1 1 Services MSP shall provide Customer with the Services as described in this Agreement and as described in any schedules attached hereto the Schedules All such Services shall be subject to the terms and conditions of this Agreement and any terms or conditions printed on the Schedules The term Services when used within a Schedule attached hereto shall refer to the services to be provided under that Schedule only M SP shall provide Customer with 60 days advance written notice of any changes to the terms and conditions of this agreement Customer may choose to opt out of such changes with written notification to M SP within 60 days of receiving the initial change notification and terminate the agreement without penalty Customer agrees to pay any outstanding charges on the agreement up and until the date of termination 1 2 Initial Schedules A Schedule may be deemed attached hereto only when both parties have executed and agreed upon the Schedule in writing 1 3 Remote Access MSP will attempt to resolve issues over the phone
27. s of champagne 10 Analysis and Review This is a step we undertake internally Each quarter our team meets to discuss our migration process After hundreds of migrations across a very broad range of industries our approach and people are quite polished but Analysis and Review helps guarantee that we remain top tier Proprietary amp Confidential Page 10 of 17 Your Company MSP Cloud Solution Proposal Support and Management Traditionally the IT support company profited when a client experienced issues As a result there wasn t much incentive to ensure trouble free operations at the client site There has also been a constant drive for upgrades migrations and projects By leveraging a combination of cloud technology and correcting this misalignment of services we accomplish multiple goals First and foremost our clients have the benefit of always using the newest technology platform allowing them to be more productive without a constant outlay of capital expenses Second our fixed cost support services don t allow us to profit when you have problems Our engineers use cutting edge tools to proactively identify potential problems and address them before they cause downtime By offering our solutions on this fixed fee model we are incentivized to ensure that you have trouble free operations and minimal downtime driving efficiency and profitability in your company In fact the more reactive service we are called upon to perform the
28. s of different companies As such you only pay for what you use It is truly utility based computing Software options include v Microsoft Office 2013 Standard Vv Microsoft SQL Server v Microsoft Office 2013 Professional v Microsoft Visio v SharePoint Services v BlackBerry Services Other Microsoft Software available upon request Client provides licensing for additional non M icrosoft applications MSP Cloud User Options Since the traditional server model is no longer necessary most clients find their storage needs greatly decreased as they are no longer required to back up multiple servers entire operating systems or even old unused data In fact conversion to the cloud is a great time to clean up the network While we find that most clients fit into our base offerings there is always a unique need for different options among which include v Additional Storage and Backup vy Premium Access for Graphics Driven Users v Non user company contacts v Secure 2 factor Authentication MSP Cloud Dedicated Server Options The cloud is able to leverage many common features and functions among multiple clients however many companies have unique and special applications that require dedicated servers to provision resources exclusively to users at that company As such MSP provides an array of customized server options and backup solutions to meet those needs For those clients with very basic requirements we offer a shared community gr
29. se that you can plan and budget for From a technology standpoint you no longer need to worry about power outages hardware failures offsite backup internet outages and expensive maintenance fees You get rid of hardware and software obsolescence by maintaining the latest versions of the programs and features you need From a business standpoint you avoid costly downtime and the need to maintain application updates across multiple systems You gain the ability to work and access from anywhere and save thousands on deployment and maintenance costs Is it less expensive When you take into consideration the cost of hardware power software licensing setup support maintenance downtime and add the benefit of location flexibility and business continuity most companies realize a MINIMUM savings of 30 while others greatly exceed that In this economy that is a HUGE benefit What is included Services are based on the plan you choose Our services include full hosted office solutions including Microsoft Office SharePoint and even your own Line Of Business applications This flexibility allows our clients to move to the cloud at their own pace while maintaining the integrity of their data You can even access data stored across multiple cloud providers What about speed For the most part services performed in the cloud are faster than on your current network infrastructure That isbecause thereis no data travelling across the w
30. up a notch or two It s almost unavoidable But you should know that handling migrations is something we do every day and do very well Our migrations teams are authorities on the subject and work as a dedicated migrations department Dedicated meaning that this is all that they do though it also describes their level of commitment to making the move as close to flawless as can be The following migration map is one that we have perfected over the years at Your Company It keeps surprises to a minimum and guarantees a high level of involvement and understanding for each of our clients 1 Project Scope and Evaluation Before we set off on a journey we need to know where you are headed You will be working with an M SP Business Development Executive and will be provided a detailed project check list The goal is to make sure that all of your IT choices reflect the goals of your business The first step in the migration process then is to review this list and reaffirm exactly what your objectives and needs are For larger clients we construct a project management website This gives everyone a central place to update and access information as the migration proceeds It becomes a convenient and detailed reference that enables you to see exactly where we are at any point in time 2 Transition Team Launch As the name suggests this is where our transition team reviews the migration in detail and discusses how best to accommodate your
31. ut rather strive to build a strong resilient company that focuses on a quality experience for its customers prospects and employees Proprietary amp Confidential Page 4 of 17 Your Company MSP Cloud Solution Proposal Benefits of Cloud Computing What is the Cloud It is very hard to separate the concept of the physical computer vorter from what the computer actually does A computer is nothing 7 Se more than processing power memory and storage As businesses ae and technology advances so does the need for more storage more memory faster processing however none of us appreciates the anu need for this frequent capital expense especially for an item that depreciates so quickly and is worth nothing at the end of its life MSP has taken all the risk and expense of that capital purchase and co moved it to our acclaimed datacenters from which we now deliver your entire technology as a service And this data is dispersed for redundancy to avoid a single point of failure Your desktop is delivered via our unique WebTop platform As such the server and server room disappears It is provided in IT terms from the cloud Why should I move my business to the Cloud From an accounting standpoint you eliminate the capital expense incurred with a new server or servers and deployment along with the required operating system and common applications like Microsoft Office Instead you transition into an operational expen
32. versely affect any right existing as of the effective date of termination The rights and remedies provided under this Agreement are cumulative and in addition to any other rights or remedies available at law and in equity and any other contract instrument or paper 4 OWNERSHIP OF DATA Backup data being stored both on provided equipment and at the Data Center remains the sole property of the CUSTOMER If CUSTOMER chooses to terminate services M SP will assist CUSTOM ER in the orderly termination of services at its current rate structure This could involve copying the backup image to an external drive CUSTOM ER agrees to pay M SP the actual costs of rendering such assistance to include hardware if necessary 5 LOANED EQUIPMENT CUSTOMER agrees that certain items including by not limited to the NAS unit utilized by M SP in the execution of the backup service and the firewall used in the managed firewall service shall remain the property of MSP and must be returned if requested CUSTOMER further agrees to cease the use of any technology that remains the property of MSP upon termination of this agreement If any equipment at the Customer site owned by MSP is stolen damaged or destroyed CUSTOM ER must pay the equivalent of the current retail replacement value of the device within 15 days of said event 6 EQUIPMENT AND FACILITIES CUSTOMER agrees that M SP may utilize certain items of CUSTOM ER s equipment and may gain access to certain CUST
33. vide services in such manner and cannot rectify the problem s within sixty 60 days from CUSTOM ER written notice in which CUSTOMER identifies the problem s CUSTOM ER will have the right to terminate the respective Schedule only 3 3 MSP at its sole discretion may terminate this Agreement if CUSTOM ER a becomes the subject of any proceedings under the Bankruptcy Act or other insolvency law voluntary or involuntary if such proceeding is not dismissed within ninety 90 days b suffers a receiver to be appointed for its affairs or property or c enters into an assignment or other an arrangement for the benefit of its creditors or suffers an attachment against or a seizure of a substantial part of its assets equipment or its parts and inventories However CUSTOM ER s responsibility for past due amounts shall survive each bankruptcy proceeding provided the acknowledgment of such liability by CUSTOM ER will not affect the discharge of CUSTOMER regarding other general creditors 3 4 Inthe case of default by either party under this Agreement the defaulting party will reimburse the non defaulting party for all costs and expenses arising from the default including reasonable attorney fees if the non defaulting party Your Company MSP Cloud Solution Proposal engages in legal counsel to preserve or enforce such rights under this Agreement including the collection of any payments due 3 5 Termination of this Agreement will not ad
34. y rely upon information instructions and services from you your Administrator employees and agents and any other third parties providing computer and communications hardware software and Internet services Except as expressly provided in the Agreement you fully assume the risk associated with errors in such information instructions and services 13 GENERAL 13 1 This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and constitutes the entire Agreement between M SP and CUSTOMER with respect to furnishing of services hereunder No provision of the Agreement shall be deemed waived amended or modified by either party unless such waiver amendment or modification is in writing signed by the party against whom it is sought to enforce the waiver amendment or modification 13 2 The foregoing terms and conditions shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the CUSTOMER for service hereunder 14 CONFIDENTIALITY AND SOLICITATION OF EM PLOYEES 14 1 CONFIDENTIALITY M SP recognizes that in the course of performing Services it may have access to confidential and proprietary information and trade secrets concerning CUSTOM ER s business and operations including without limitation financial and tax information business plans and development strategy and marketing methodology collectively referred to as Confidential Information MSP recognizes t
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