Terms

Managed Services

• • Windows OS Update Management
  • Antivirus Management
  • 3^rd Party Patch Management (Java/Adobe etc)
  • Backup Monitoring

Pricing Schedule

Month to Month Agreement

Labor Rates

Out-of-scope billing is subject to fifteen (15) minute billing increments at 25 dollars per increment with a fifteen (15) minute minimum for remote services and up to 1 (1) hour minimum for onsite business services. Residential onsite services are charged as a flat rate.

Overtime rate for after-hours service is 1.5 times the preferred rate unless otherwise agreed in advance. After hours includes federal holidays, weekends, and weekdays from 6pm until 7am.

Terms and Conditions

Billing and Payments
All contracted services will be billed prior to service on the 15th day of the month.

Any over-contracted hours will be billed on the following months invoice and due the same date. Device counts and billing increases or decreases will be subject to Client approval and reflected on the monthly invoice, accompanied by a program addendum to record the inventory changes.

Term of Agreement
This Agreement shall remain in force on a month to month basis from the date of contract execution. Thereafter this Agreement automatically renews monthly unless either party gives the other 30 days prior written notice of its intent to not renew this Agreement.

1) This Agreement may be terminated by either Party upon (30) days written notice.

2) If either Party terminates this Agreement, Exceedpc will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay the hourly rate of rendering such assistance.

Limitations of Technology
The Client acknowledges that technologies are not universally compatible, and that there may be services or devices that Exceedpc may be unable to monitor, manage, or patch. Exceedpc agrees to inform Client when such situation exists. Client agrees to correct situation if applicable, and to hold Exceedpc harmless in any case.

Because there are risks associated with applying and failing to apply patches, Exceedpc constantly reviews and updates our best practices based on the relative threats to patch delivery timing. Every effort is made to balance the reduction of vulnerabilities with the slight destabilization risk associated with applying new patches to otherwise stable systems. Patch definitions and antivirus definitions are distributed by their respective software vendors, and as such, Exceedpc has no direct control over the effectiveness or lack thereof of the software being applied. Exceedpc shall not be held responsible for interruptions in service due to patches released by software vendors.

Force Majeure & Malicious Acts
This agreement is designed to cover the support needs of the Client during normal operating conditions. Exceedpc shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions and/or any other cause beyond the reasonable control of either party. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.

Confidentiality
Neither party shall disclose any propriety or confidential information obtained from the other unless so directed by a court of law or government authority. Client agrees not to disclose rates, terms, or any information regarding this Agreement without the prior written consent of Exceedpc. For promotional purposes, Exceedpc shall have the right to disclose to others the identity of its clients.

Non-Solicitation and Non-Hire
Both Exceedpc and Client agree not to solicit, hire, or otherwise employ or engage in any manner whatsoever, directly or indirectly, during the term of this Agreement and for a period of one year thereafter, any I.T. professional who is or was the other party’s employee or subcontractor, without the express written consent of the other party.

Backups
Backups will be setup on customer provided external hard drive or network attached storage unit. Exceedpc will install Acronis Backup Agent on workstation. Backups will be scheduled to run nightly. Exceedpc only monitors these backups. Exceedpc doesn’t provide warranties in the event of software failure or data breach of these backups.

Contractor Status
The relationship of Exceedpc to Client is that of an independent contractor and not that of an agent or employee of the Client. It is expressly understood and agreed by the parties that the Client shall not have, nor exercise, any control or direction over the manner or methods by which MSP NAME provides services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in this agreement.

Right to Subcontract
Exceedpc, in its sole discretion, may subcontract or delegate to an affiliate or third party any of its duties and obligations within this agreement.

General Health and Safety
Exceedpc agrees to comply with all applicable health and safety protocols. The Client agrees to remedy any conditions which exist that have the potential to create a hazard.

Site Access
Client will be responsible for obtaining proper and adequate permission for MSP NAME to enter upon and operate within the lands and properties designated as Client’s work area.

Equipment and Facilities
Client agrees that Exceedpc may utilize certain items of Client’s equipment and may gain access to certain Client facilities. The Client retains title and ownership in all of Client’s equipment owned by Client and utilized by Exceedpc, and must grant authority for Exceedpc to access Client’s facility. Facility access may be denied for any reason at any time, however if access to facilities is denied, Client understands that Exceedpc may be unable to perform their
duties adequately and if such a situation should exist, Exceedpc will be held harmless.

Passwords
Client acknowledges that Exceedpc must have access to all systems and resources necessary to perform their duties under this agreement. Therefore, Client must provide Exceedpc with an administrator level account on the Client’s network.

Warranty
Exceedpc warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.

Consequential Damages
Neither Client nor Exceedpc shall be liable to the other for any consequential damages arising out of or related to the performance of this Agreement.

Entire Agreement
This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, proposals, and awards, written or oral, relating to its subject matter.

Jurisdiction
This Agreement is governed by and subject to the laws of the State of Oregon.