Insert Name Here

Managed Service Agreement - Omni

This Managed Service Agreement is made and entered into effective as of the date signed below, by and between Customer Name Here a professional business entity, hereafter called “Customer,” and Maine Technology Group, LLC., a professional technology services organization, hereafter called “Maine Technology Group” or “MTG”.  This Agreement becomes legally binding upon signature by both parties.

The Customer desires to obtain the Professional Technology Services outlined in this Agreement, having identified that these services in part or in whole, facilitate an ideal technological support strategy to be wholly executed by a specific Technology Services Provider.  MAINE TECHNOLOGY GROUP hereby agrees and consents to be identified as the Customer’s exclusive Technology Services Provider, in consideration of providing the services detailed herein, during the entire term of this Agreement.

Therefore, both Customer and MAINE TECHNOLOGY GROUP in consideration of mutual conditions and covenants hereinafter described, do agree as follows:

Section 1: Term of Agreement

  1. This Agreement shall remain in force for a period of five contiguous (5) years from the date of Approval or First Month’s billing.
    1. Upon the annual anniversary date, this Agreement may be reviewed by MAINE TECHNOLOGY GROUP to address any necessary adjustments or modifications. Should adjustments or modifications be required that affect the monthly fees paid for the services rendered under this Agreement, these will be negotiated and agreed to by the Customer and MAINE TECHNOLOGY GROUP in advance and without exclusion.
  2. Customer agrees to allow MAINE TECHNOLOGY GROUP to assign, delegate, and subcontract services to third party competent contractors.
  3. This Agreement shall renew for a subsequent five (5) year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other, thirty (30) day’s prior written notice of its intent not to renew this Agreement.
  4. Should the Customer opt to pre-terminate this Agreement, such shall be done in congruence with the terms found in Section 8.

Section 2: Payment Schedule

  1. Fees for the Services listed in this Agreement, are $xxxxx. per month plus any applicable taxes, due by the first (1st) of each month.
  2. The Customer must allow payment, by the first (1st) of each month via MAINE TECHNOLOGY GROUP’S Automated Clearing House (ACH) or Credit Card through MTG’s payment portal.
    1. In the event where the Customer payment is declined for this Service Agreement, the Customer will pay a 1.5% monthly finance charge plus a resubmission fee of $35.
    2. Late Fees shall be assessed at eighteen (18%) percent, on the owed balance.
  3. Service, including but not limited to Network Accessibility, may be suspended if full payment for service is not received within 15 days following date due.
  4. It is understood that as services are added to Appendix B, Customer acknowledges that the monthly fee will adjust. Customer will be billed for the number of devices covered at the time of the first of the month.
  5. It is understood that any and all Services requested by Customer that fall outside of the terms of this Agreement will be quoted and billed as separate, individual Services. Such charges shall be due via ACH or Credit Card on the 15th of each month after. invoice due date.  In any event, where a change to the monthly amount is mutually agreed upon between the Customer and MAINE TECHNOLOGY GROUP, such shall be endorsed and documented with an Addendum or Amendment.
  6. 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. Customer shall pay any such taxes unless a valid exemption certificate is furnished to MAINE TECHNOLOGY GROUP for the state of use.
  7. Upon the annual anniversary of this contract, Fees for the Services listed in this Agreement will escalate no more than 5%. It is understood that the billing on the first month following this anniversary and then subsequent months shall be adjusted with this escalation.

Section 3: Service Coverage

Remote Help Desk and Vendor Management of Customer’s Technology Network will be provided to the Customer by MAINE TECHNOLOGY GROUP through remote (controlled virtual access) 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 falling outside this scope will fall under the provisions of Appendix B.

  1. Support and Escalation
    MAINE TECHNOLOGY GROUP will respond to Customer’s Service Tickets under the provisions of Appendix A, and with best effort after hours or on holidays.  Service Tickets must be opened via:
    1) Via MTG Desktop Support Icon - (Double-clicking the Desktop Icon Placed on Each Supported Computer)
    2) By E-Mail - (Sending an email to: support@mainetechgroup.com from any internet connected device.)
    3) Phone Call to MAINE TECHNOLOGY GROUP Offices - (Both During and After Office Hours, contact: 207-692-0955)Each service request will be assigned a Service Ticket number for tracking, which will serve as an ongoing repository of service requests either created by the Customer or by MAINE TECHNOLOGY GROUP as a part of ongoing network monitoring. As the MAINE TECHNOLOGY GROUP resource may find necessary, a service ticket may be created to track or otherwise follow up with a Customer-disclosed issue in accordance with the Service Level Agreement (SLA) timeframes and expectations.
  2. 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.
  3. Actual Liability Limitations
    In no event shall MAINE TECHNOLOGY GROUP be held liable for indirect, special, incidental or consequential damages arising under this contract, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.  MAINE TECHNOLOGY GROUP or its suppliers shall not be liable for any indirect, incidental, consequential, punitive, economic or property damages whatsoever (including any damages for loss of business profits, business interruption, loss of data or other pecuniary loss) arising out of this Agreement.
  4. Service Operations Disclaimer
    Customer grants MAINE TECHNOLOGY GROUP authorization to view any data within the regular routine of the repair or system improvement.  Customer also authorizes MAINE TECHNOLOGY GROUP to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

Section 4: Monitor and Remediate Services

  1. Support for Hardware and Software
    MAINE TECHNOLOGY GROUP shall provide support and replacement of all hardware and systems specified in Appendix B, provided that all Software is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Customer after first receiving the Customer’s authorization to incur them.  If any onsite support is needed and if Customer does not pay hourly support fees, Customer will pay $.55/mile for travel to and from Customer’s location from Maine Technology Group.  Mileage is not billed for Customer that pays for hourly service.
  2. Monitoring Services Provided Under This Agreement
    MAINE TECHNOLOGY GROUP will provide ongoing monitoring and security services of all critical devices as indicated in Appendix B.  MAINE TECHNOLOGY GROUP will provide monthly reports as well as document critical alerts, scans and event resolutions to Customer. Should a problem be discovered during monitoring, MAINE TECHNOLOGY GROUP shall make every attempt to rectify the condition in a timely manner through remote means.

Section 5: Network Suitability Requirements

  1. Requisite Network Standards for MAINE TECHNOLOGY GROUP Support Qualification
    In order for Customer’s existing environment to qualify for MAINE TECHNOLOGY GROUP’s Managed Services, the following requirements must be continually met:

    1. All Servers, Desktops and Computer equipment in the Customer Network, must be manufacturer supported.
    2. All Computers and Network Equipment must have Licensed Software and be supported by its manufacturer.
    3. All Wireless data traffic in the environment must be securely encrypted, without exception.
    4. All administrative and local passwords must be accessible to MTG.
  2. Hardware Equipment Agreement
    1. Customer agrees that all equipment provided via Lease, HaaS or Rental by MAINE TECHNOLOGY GROUP will remain sole property of MAINE TECHNOLOGY GROUP which retains a 100% security interest. Customer will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of MAINE TECHNOLOGY GROUP. Should this contract be terminated by either party, Customer agrees to return the property listed in Proposal, or after acquired, to MAINE TECHNOLOGY GROUP within 10 days after the final cancellation date.  During the term of this Agreement, MAINE TECHNOLOGY GROUP shall retain ownership of the administrative passwords, and shall not release these access credentials, until the full value of the Agreement is received.
    2. Customer further acknowledges and gives permission to MAINE TECHNOLOGY GROUP to take possession of equipment listed in Agreement from location listed in event of contract termination and agrees to compensate MAINE TECHNOLOGY GROUP for expenses accrued during the recovery in addition to all amount owing under the balance of the agreement.
    3. Customer agrees and understands that MAINE TECHNOLOGY GROUP Equipment is to be maintained completely by MAINE TECHNOLOGY GROUP, without exclusion.  Any tampering, repair attempt or service completed by another party on the equipment listed in Proposal will be identified by MAINE TECHNOLOGY GROUP as a material breach of security, where the Customer willfully breaches a material term of this Agreement.
  3. Loss Payee Requirement
    1. Customer agrees to make all logical and earnest attempts to keep equipment safe, secure and protected while in their possession. Customer agrees to keep current insurance on MAINE TECHNOLOGY GROUP supplied equipment while in their possession and list MAINE TECHNOLOGY GROUP as an additional loss payee. Customer will provide proof thereof to MAINE TECHNOLOGY GROUP that it (MAINE TECHNOLOGY GROUP) is listed as an additional loss payee, providing a current copy of its insurance declaration sheet showing MAINE TECHNOLOGY GROUP as a loss payee.  Customer further agrees to be responsible for any and all costs for the repair or replacement of MAINE TECHNOLOGY GROUP supplied equipment while in their possession should it be damaged or repaired by an unauthorized third party.
  4. Customer Default
    1. Should MAINE TECHNOLOGY GROUP's customer default, permission is granted to enter their premises at any time, with or without permission, and remove all of MAINE TECHNOLOGY GROUP's hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Customer agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Customer acknowledges that the hardware provided under this agreement belongs to MAINE TECHNOLOGY GROUP, which retains a 100% Security Interest, and MAINE TECHNOLOGY GROUP may repossess without notice, upon breach of this agreement by customer.

Section 6: Services Not Included

  1. As the nature of this Managed Service Agreement is unique and specific to your network infrastructure, it is imperative that a delineation is made between what is included and what is excluded under this Agreement. The following are listed as exclusions to this Agreement:
    1. Any item that is not listed exclusively in Appendix B.
    2. Any training or education of any kind.
    3. Any physical repair to a Mobile Communications Device, (cell phone, tablet, et.al.)
    4. Any Printer Maintenance kits, including Toner, Ink, Paper or any consumables thereto.
    5. Any External Domain, Domain Registration, Name Servers, DNS Management or Websites.
    6. Any non-business applications such as Netflix, Pandora, Facebook, personal email, etc.
    7. Any Third-Party software within Customer
    8. Mileage for on-site support. (Billed out at $.55/mile)
  2. In any event where MAINE TECHNOLOGY GROUP will add to the list of items excluded under this Agreement, such shall be done at sole discretion of MAINE TECHNOLOGY GROUP and the Customer will be notified in writing in advance of any changes hereto.

Section 7: Confidentiality of Service

  1. MAINE TECHNOLOGY GROUP and its agents may use Customer information, as necessary to or consistent with providing the contracted services, and will use best efforts to protect against unauthorized use.
  2. In order to fulfill MAINE TECHNOLOGY GROUP’s duties and responsibilities of maintaining network security and confidentiality, administrative passwords will be retained by MAINE TECHNOLOGY GROUP and not released to the Customer or other third parties; without exclusion or stipulation.
  3. Upon the mutual agreement of MAINE TECHNOLOGY GROUP and the Customer, including payment of all sums due to MAINE TECHNOLOGY GROUP, passwords and other administrative codes will be released to the Customer or others at the Customer’s written direction.

Section 8: Pre-Termination Cancellation Terms

  1. This Agreement may be terminated by the Customer upon thirty (30) days written notice if MAINE TECHNOLOGY GROUP:
    1. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within ninety (90) days of receipt of such written notice.
    2. Breaches any material term or condition of this Agreement and fails to remedy such breach within ninety (90) days of receipt of such written notice.
    3. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.
  2. Customer agrees that MAINE TECHNOLOGY GROUP reserves the sole right to cancel this agreement at any time, with thirty (30) days written notification.
  3. If the Customer chooses to pre-terminate this Agreement, MAINE TECHNOLOGY GROUP will assist the Customer with the orderly termination of services, including timely transfer of the services to another designated provider, under the following stipulations:
    1. Customer agrees to pay MAINE TECHNOLOGY GROUP the actual costs of rendering such assistance. Actual costs could include but are not limited to: Training, data transfer, license transfers or equipment de-installation.
    2. Customer agrees to pay an Early Termination Fee to MAINE TECHNOLOGY GROUP, under the following                  criteria:
      1. If pre-termination is requested by the Customer, it shall be done solely upon all remedies provided to MAINE TECHNOLOGY GROUP in Section 8 of this Agreement having been exhausted, first.
      2. Should all remedies provided to MAINE TECHNOLOGY GROUP under Section 8 of this Agreement having been exhausted, MAINE TECHNOLOGY GROUP will derive an Early Termination Fee, based upon the following percentages: Termination within Month 0 to 24: Equal to 50% of Remaining Agreement Value and Termination within Month 25-60:  Equal to 25% of Remaining Agreement Value.
      3. Customer will be sent an Early Termination Quotation, for approval and signature – wherein if executed, payment shall be immediately necessary in order to ensure a timely transfer of services to another credible provider.
    3. Customer acknowledges that in the event of pre-termination, MAINE TECHNOLOGY GROUP shall use any and all remedies under the law, to protect any equipment or intellectual property provided in this Agreement.

 

Section 9: Service Conduct Definitions

  1. MAINE TECHNOLOGY GROUP at times, may send its employees as authorized agents to the Customer’s site or service location, during the term of this Agreement. The Customer in no way, may solicit, inquire or otherwise make an arrangement of employment, contract or covenant, either direct or indirect, with an employee of MAINE TECHNOLOGY GROUP, during this Agreement and surviving for a period of three (3) years after an employee is employed by MAINE TECHNOLOGY GROUP.
    1. In the event of a breach of this clause, MAINE TECHNOLOGY GROUP will be entitled to punitive damages, including but not limited to the full-face value of this agreement and may cancel all service agreements with the Client, by virtue of a breach hereto.
  2. The Customer acknowledges that during the term of this Agreement, no subsidiary Technology Service Provider, contractor or individual human resource, either by invitation or by solicitation, may be allowed to investigate, scope or diagnose the Customer’s Technology Network, in part or in whole.
    1. In the event where MAINE TECHNOLOGY GROUP learns, that the Customer has allowed another Technology Service Provider, contractor or individual human resource to investigate, scope or diagnose the Customer’s Technology Network, MAINE TECHNOLOGY GROUP has the sole right to execute a ‘Material Breach’ of this agreement in accordance with terms set forth herein, including but not limited to any available legal remedies under the law.
    2. In any event, where a legal entity or firm has been solicited to investigate the Customer’s Technology Network, or any supported device thereto, the Customer must immediately notify and request the assistance of MAINE TECHNOLOGY GROUP to comply with an external request. MAINE TECHNOLOGY GROUP may request documentation, including subpoenas or legal service notifications, to assert the nature of the network investigation, in order to ensure that the proper access is provided and scheduled for compliance.

Section 10: Jurisdiction and Venue of Enforcement

  1. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Maine. Jurisdiction and Venue shall exclusively lie in the County of Kennebec. It constitutes the primary Agreement between Customer and MAINE TECHNOLOGY GROUP for the services outlined herein. This Agreement can be modified by a signed written Addendum by both parties.
  2. If any collection action, litigated or otherwise, is necessary to enforce the terms of this agreement, MAINE TECHNOLOGY GROUP shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled.
  3. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
  4. MAINE TECHNOLOGY GROUP is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God, natural disasters designating a commercially identified Force Majeure event, actions of Customer or anyone that Customer may grant access to environment.

Section 11: Acceptance of Terms and Conditions

This Service Agreement covers those services and equipment listed in all Appendices, or as modified with an Addendum or Amendment which may result in an adjustment to the Customer’s monthly charges.  Should the Customer wish to acquire additional equipment or services and wants MAINE TECHNOLOGY GROUP to provide service, prior approval from MAINE TECHNOLOGY GROUP must be obtained and endorsed exclusively.

The undersigned, for value received and hereafter valuated, hereby unconditionally guarantee(s) to MAINE TECHNOLOGY GROUP, LLC, full payment of all sums due and owing, pursuant to the terms indicated.

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:

Customer Name

_____________________          ____________________________                ______________

Authorized Signature                         Printed Name - Title                                                    Date

MAINE TECHNOLOGY GROUP

_________________________          ________________________           ______________

Authorized Signature                                    Printed Name – Title                                   Date

 

Managed Services Agreement: Appendix A

Response and Resolution Times

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

Trouble Priority Response time

(in hours) *

Resolution time

(in hours) *

Escalation threshold

(in hours)

Service not available (all users and functions unavailable) As needed Within 1 hour ASAP – Best Effort 2 hours
Significant degradation of service (large number of users or business critical functions affected) As needed Within 4 hours ASAP – Best Effort 8 hours
Limited degradation of service (limited number of users or functions affected, business process can continue) Ongoing Within 24 hours ASAP – Best Effort 48 hours
Small service degradation (business process can continue, one user affected) Ongoing Within 48 hours ASAP – Best Effort 96 hours

Support Tiers 

The following details and describes our Support Tier levels:

Support Tier Description
Tier 1 Support All support incidents begin in Tier 1, where the initial trouble ticket is created, the issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2 Support All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced Engineers.
Tier 3 Support Support Incidents that cannot be resolved by Tier 2 Support are escalated

to Tier 3, where support is provided by the most qualified and experienced

Engineers who have the ability to collaborate with 3rd Party (Vendor) Support Engineers to resolve the most complex issues.

Service Request Escalation Procedure 

  1. Support Request is Received
  2. Trouble Ticket is Created
  3. Issue is Identified and documented in Help Desk 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:

  1. Level 1 Resolution - issue is worked to successful resolution
  2. Quality Control –Issue is verified to be resolved
  3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 1 Support:

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

If issue can be resolved through Tier 2 Support:

  1. Level 2 Resolution - issue is worked to successful resolution
  2. Quality Control –Issue is verified to be resolved
  3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 2 Support:

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

If issue can be resolved through Tier 3 Support:

  1. Level 3 Resolution - issue is worked to successful resolution
  2. Quality Control –Issue is verified to be resolved
  3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 3 Support:

  1. Issue is escalated to Onsite Support
  2. Issue is qualified to determine if it can be resolved through Onsite Support

If issue can be resolved through Onsite Support:

  1. Onsite Resolution - issue is worked to successful resolution
  2. Quality Control –Issue is verified to be resolved
  3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

Managed Services Agreement: Appendix B

Services 1.0 

Services 1.0 – Workstation & Help Desk Support
24x7 Management & Monitoring
8x5 Remote Support & Onsite support
Monitored Anti-virus Scan & Virus Removal
Operating System and Security Patch Management
Service Monitoring for best performance

 

Services 1.0 – Servers
24x7 Management & Monitoring
Monitor all server services
Keep service packs, patches, and hotfixes current as per company policy
Manage & Monitor Active Directory
Set up and maintain groups (accounting, admin, sales, warehouse, etc.)
Service Monitoring for best performance

 

Services 1.0 – Backup / Disaster Recovery
Local backup of files and infrastructure (dependent on customer scope)
Local redundant backup to MTG device (or another identified device)
Offsite Cloud Backup (dependent on customer scope)
Management and monitoring of backup to ensure quality and accuracy
Periodic restores of backup (based on backup plan chosen)

 

Services 1.0 – Networks
Monitoring of router logs and performance
Troubleshooting of loss of connectivity and performance
Firmware management and updates on MTG devices

 

Services 1.0 – Security
Monitor Firewall (MTG Sophos and SonicWALL Devices only)
Manage and Monitor Anti-Virus & Anti-Malware services
Perform DNS filtering through MTG NetGuard product
Confirm that good backups are accessible for restore ability
Permissions and file system management
Set up new users, including login restrictions, passwords, security, applications

 

Services 1.0 – Applications
Ensure Microsoft Office applications are functioning as designed
Ensure Microsoft or MAC Operating Systems are functioning as designed

 

Services 1.0 – Devices
Manage network printers (Dependent on customer acceptance)
Manage other networked devices (Dependent on customer acceptance)
Manage PDAs/smartphones (Dependent on customer acceptance)

 

Services 1.0 – Miscellaneous

Miscellaneous – Vendor Management (This is a paid for Service)
-        Phone (Non MTG Phones)
-        Internet
-        Multifunction Devices (Copier/Printers/Scanners/Fax)
-        Network and Standalone Printers
-        3rd Party Applications

 

Miscellaneous – Other (This is a paid for Service)
-

 

Services 2.0 – Cyber Security

Services 2.0 – Cyber Security
Email Phishing Platform
Dark Web Monitoring
HDD Encryption
Cyber Network Auditing & Reporting
Cyber Risk Assessment & Vulnerability (Quarterly Scan)
Zero-Day Threat Protection
Intrusion Detection
2-Factor Authentication (on applications where applicable)

 

Services 2.0 – Miscellaneous

Miscellaneous – Other (This is a paid for Service) Included (Yes or No)
Data Loss Prevention
HIPAA
PCI
SIEM
Cyber Security Awareness Training

 

Pricing & Rates

Description – Managed Services Hours & Rates   Rate
Remote IT Help Desk 8am-5pm M-F $150/hour
Remote printer management 8am-5pm M-F $150/hour
Remote network management 8am-5pm M-F $150/hour
Remote server management 8am-5pm M-F $150/hour
Onsite Labor 8am-5pm M-F $150/hour
Remote After-Hours Support 5:01pm-7:59am M-Sun $200/hour
Onsite After-Hours Support 5:01pm-7:59am M-Sun $250/hour
Published Holidays Any $300/hour (Minimum of 2 hours)

 

Covered Equipment
Computers 3
Servers (including virtual) 2
Network Routers/Switches/WAPs 1
Firewall 1
Software (Please list in next cell) Software Name

 

Contract Additions
Computers $125/computer/month
Servers (including virtual) $199/server/month
Network Routers/Switches/WAPs $49/device/month
Firewall $99/device/month (plus applicable licensing)
Misc Misc

 

I agree to the terms and pricing set forth in the above appendix:

Accepted by:

Customer Name

______________________________        ____________________________            ______________

Authorized Signature                                                 Printed Name - Title                                                  Date