Managed IT Services Agreement (Subscription)

Managed IT Services Agreement (Subscription)

1. Compensation

1. The Customer understands and acknowledges that this Managed IT Services Agreement (Subscription) (“Managed IT Services Agreement”) is subject to, and governed by, the Master Service Agreement between the parties located here.  During the Term of this Managed IT Services Agreement the Customer agrees to pay OSIbeyond the nonrefundable engagement fee as set forth on Schedule A attached to the Statement of Work, plus reasonable out-of-pocket expenses (such as equipment and material), for the services to be provided by OSIbeyond, set forth herein (“Services”). Payment is due within 30 calendar days from the date of each invoice that is submitted by OSIbeyond to the Customer.
   
   
2. OSIbeyond warrants all of its labor rates as stated on Schedule A during the Term of this Managed IT Services Agreement. The Customer understands and acknowledges that OSIbeyond cannot guarantee any third party vendor rates. If one of OSIbeyond’s vendors increases its rates, then OSIbeyond has the right to increase the costs billed to the Customer by providing the Customer ninety (90) days’ prior notice.  All software, hardware, or other equipment or material rates may be subject to change.
   
   (i) Billing Structure- User count is billed based on actual number of users.
   
   (ii) Remote Support – Unlimited as part of fixed subscription plan monthly fee.
   
   (iii) Onsite Support – Unlimited as part of fixed subscription plan monthly fee. (Washington D.C. metro area only)
   
   (iv) After Hours Support – Unlimited as part of fixed subscription plan monthly fee.
   
   
3. Special Projects – Any fixed price amount quoted is only for the Services as set forth on the Statement of Work associated with this Managed IT Services Agreement. Work outside the Services will be billed at the stated Special Projects rate as set forth on Schedule A.
   
   
4. Special Onsite Visits – Additional pre-scheduled special onsite visits will be billed at the stated Special Onsite Visits rate as set forth on Schedule A.
   
   
5. Expenses. The Customer will fully reimburse OSIbeyond for travel expenses including mileage (at the standard IRS rate then in existence) and other related expenses for any travel outside of a 30 radius of OSIbeyond’s offices located in Rockville, Maryland, as requested and approved by the Customer. If the Customer is located more than 100 miles from OSIbeyond headquarters, mileage, reasonable hotel, airfare or car rental may be billed to the Customer. The Customer will not be billed for any additional expenses unless the expenses are agreed to, in writing before being incurred.
   

2. Managed IT Services – General Terms

1. OSIbeyond Efforts. Services will be provided as described in the Statement of Work associated with this Managed IT Services Agreement, which must be executed by the parties prior to OSIbeyond providing any Services under this Managed IT Services Agreement. OSIbeyond undertakes this engagement and will work with the Customer to achieve the Customer’s desired objectives by using commercially reasonable efforts, judgment and skill. OSIbeyond makes no representation or guarantee regarding the outcome of the engagement. The Customer acknowledges that this engagement will involve analysis, judgment and other performance from time to time in a context where the participation of the Customer or others is necessary, where answers often are not certain or verifiable in advance and where facts and available information change with time. Accordingly, evaluation of OSIbeyond’s performance of its obligations shall be based solely on its substantial conformance with any standards or specifications expressly set forth in this Managed IT Services Agreement and all applicable professional standards. It is understood that unless the Customer and OSIbeyond agree otherwise, in writing, OSIbeyond shall have no responsibility to update any of its work after its completion. OSIbeyond reserves the right to, in whole or in part, decline to perform Services if information comes to OSIbeyond’s attention indicating that performing such Services could cause OSIbeyond to be in violation of applicable law, regulations or standards or to be in a conflict of interest, or to suffer damage to its reputation.
   
   
2. Affiliates. Recognizing that at times OSIbeyond’s work may pertain not only to the Customer but also to a parent, various of its subsidiaries, other affiliates, advisors and contractors, or to family members or related trusts, partnerships, partners, companies, estates or foundations, the Customer shall, as may be requested by OSIbeyond from time to time (including subsequent to completion of Services), obtain written confirmation of their agreement to the terms of this Managed IT Services Agreement. This Managed IT Services Agreement is binding on each party hereto and on each of its successors, assigns, heirs, legatees and legal representatives.
   
   
3. General. Except for Customer’s payments in accordance with this Managed IT Services Agreement, neither party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control. Except to the extent expressly provided herein to the contrary, no third-party beneficiaries are intended under this Agreement. The Customer may not use OSIbeyond’s name or trademarks without OSIbeyond’s prior written consent. OSIbeyond may not use the Customer’s name or trademarks without prior written consent. Each party is an independent contractor with respect to the other and shall not be construed as having a partnership, trustee, joint venture, agency or fiduciary relationship. The Customer shall not assign any rights, obligations or claims relating to this Agreement.
   
   
4. Hardware/Software Purchase – Hardware and software quoted and sold to customers are not returnable or refundable. Quoted pricing is valid for 30 calendar days unless otherwise specified. OSIbeyond will use its commercially reasonable efforts to ensure that purchased hardware/software meets the Customer requirements.
   
   

3. Method of Performing Services

1. OSIbeyond agrees to perform the work required in any Scope of Work in a manner commensurate with sound industry practices and with commercially reasonable skill and care.
   
   
2. Response Time – Service Level Agreement
   
   (i) Business Hours (8 a.m. – 6 p.m. EST) E-mail requests will be responded to within 2 hours. -Immediate phone support is also available for critical issues during business hours (subject to hold time).
   
   (ii) After Hours (6 p.m. – 8 a.m. EST Weekdays, all weekends and U.S. Federal holidays). All emergency after-hours voice mail requests will be responded to within 2 hours. E-mail requests will be responded to next business day.
   
   

4. Term / Termination

The term of this Managed IT Services Agreement will commence on the Effective Date of the Statement of Work and continue for one (1) year (“Initial Term”), and will be automatically renewed following the Initial Term on an annual basis (each a “Renewal Term”) unless terminated by a party.  The Initial Term and any Renewal Term are collectively the “Term”.  Either party may terminate this Managed IT Services Agreement by providing the other party with notice at least ninety (90) days prior to the end of the Initial Term or any Renewal Term.