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There’s no shortage of IT providers in the area.

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Terms and Conditions

The prices in this estimate are good for 30 days from the date of initial estimate.
A 100% deposit of hardware & software costs and a 50% deposit of consulting costs are required prior to commencement of the above estimates with the balance due upon completion of work.
The above computer system(s) are covered by a limited 2 year in shop hardware warranty.  This warranty covers replacing any defective components at the Nexus IT shop free of labor or component charges.  If Nexus IT is requested to replace a defective components on site at your location there will be no charge for the defective components but Nexus IT will charge for the onsite labor at normal hourly rates.  This warranty does not cover any software, virus or malware related issues.  This warranty will be voided in the event of accidental damage, misuse, abuse, lack of maintenance or any unauthorized entry into the internal components of this computer system not performed by Nexus IT staff.  This is the ONLY warranty given.  All other warranties, either express or implied, by contract or statute, are hereby DISCLAIMED.”
IT products and software are unfortunately not perfect.  There are literally millions of variables at play that can affect their performance and stability.  It is not uncommon during or immediately after a migration to run into unexpected issues.  We will always make sure we expeditiously resolve these items.  We simply want to ensure we communicate beforehand that there may be a few things to work through during or following your migration and ask for your patience in that process.  Time to address such issues is considered billable as such items are usually glitches in the product or software that are out of our control, not being the manufacturer of said items.   Expectations:
MSP and Customer may individually refer to hereinafter as “Party” collectively refer to hereinafter as the “Parties”. This Agreement sets forth the general terms and conditions to which MSP and Customer have jointly agreed.

1. SCOPE OF AGREEMENT. This Agreement serves as a master agreement and applies to Customer’s and its Affiliates purchases from MSP, or any of its Affiliates, of services/products (collectively “Purchases”),in accordance with the proposal submitted by MSP to Customer dated the same date as the quote (the “Proposal”), a copy of which is attached hereto and the terms of which are expressly incorporated herein by reference. For purposes of this Agreement, “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or under common control with Customer or MSP, as the case may be. All Purchases under this Agreement may require the execution of a written or electronic order form, or other mutually acceptable order documentation (including, without limitation, Statements of Work) (each, an “Order”), which contains terms relating to this Agreement, each of which must be executed by both parties.
Any additional services not otherwise described herein or in Proposal and provided by MSP in connection with this Agreement shall be provided pursuant to a written, fully executed and mutually agreeable statement of work covering, without limitation, pricing and payment terms, schedule and responsibilities for such work. ANY and ALL additional services or products will be charged extra. For clarification of doubts, pre-existing issues of Customer’s existing infrastructure, software or systems are not covered under the scope of the proposal and this agreement. Resolution of pre-existing issues will be charged additionally.
UNLIMITED IT SUPPORT: Unlimited IT support will be provided to those customers who subscribed for the unlimited IT support program, except (i) IT related projects; and (ii) Systems which are not subscribed to the program. Cases of exception to the unlimited IT support program will be billed separately.
2. TERM AND TERMINATION: The Initial Term of this Agreement shall be for three (3) years commencing as of the effective date first written above (the “Initial Term”). MSP may: (a) terminate this agreement/sow if Customer fails to pay any applicable fees due under this agreement or any SOW within 60 days; and/or (b) terminate this Agreement or an Addendum if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from MSP.  Upon any termination of the right to use a Product, Customer will immediately uninstall (if the Product is software) and cease to use the terminated Product and, upon MSP’s written request, immediately return such Product to MSP, together with all related documentation, and copies thereof.  Upon written request of MSP, Customer will promptly certify in writing to MSP that all copies of the Product have been returned, and that any copies not returned have been destroyed. If a Statement of Work is terminated, Customer will promptly pay MSP for Services rendered, and expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (as defined below) if (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of Section 5, 8 and 11 of this Agreement. After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either party gives the other written notice of termination at least sixty (60) days prior to expiration of the Initial Term.
Early Termination by Customer: This agreement cannot be terminated by the Customer during the Initial Term of this agreement. After receiving prior written approval from the MSP, Customer and MSP may terminate this agreement prior to the Initial Term. In case of earlier termination, Customer shall pay to the MSP an amount equal to the Early Termination Payment. The Early Termination Payment as of the date of the delivery of an Early Termination Notice shall equal to the sum of all remaining payments of the project.
3. TERMINATION EFFECT: Upon termination of this Agreement for any reason, all rights, obligations and licenses provided to the customer hereunder shall cease, except that Customers liability to pay for the all Purchases (including any balance amount, noncancellable expenses, damages and losses incurred by MSP) made hereunder prior to the termination date shall not be extinguished, and shall become due and payable on the termination date.
4. PAYMENT AND DELIVERY. Customer will pay MSP all fees due upon receipt of an invoice specifying the amounts due (“Fees”) in accordance with the proposal submitted by MSP to Customer.  All Fees payable under this Agreement are exclusive of sales, use, customs duties, excise, and any other applicable transaction taxes, which Customer will pay (excluding taxes based upon the net income of MSP). All Products is FOB shipping point. All Fees will be detailed in an Order. Unless otherwise stated in a Statement of Work, Customer agrees to pay or reimburse MSP for all actual, necessary, and reasonable expenses incurred by MSP in performance of such Statement of Work, which are capable of verification by receipt.  MSP will submit invoices to Customer for such fees and expenses either upon completion of the Services, or at stated intervals, in accordance with the applicable Statement of Work. Non-payment of fees, due under this Agreement or any SOW, within 60 days from the due date, will results in suspension of services or termination of the contract and repossession of the equipments as per section 10 of this agreement.
ACH PAYMENT: Customers agree that all payments due and owing under this Agreement or any SOW or in accordance with the proposal submitted by MSP to Customer, shall be made through automated clearing house (ACH) transfers from the Customers designated operating account (the Payment Account) directly to MSP. In this regard the Customer hereby agrees to execute and deliver to MSP an authorization agreement for direct payments whereby, among other things, MSP shall be irrevocably authorized to initiate ACH transfers from the Payment Account to MSP in the amounts required or permitted under this Agreement or SOW. For the purpose of this section all payments will be due and paid on the 1st day of the month for such month and will require a valid backup credit card on system/file.
CREDIT CARD CHARGES: 3% of transaction value will be charged towards credit card payments.
INFLATION ADJUSTMENT: The Prices/fees shall be increased three percent (3%) annually to reflect inflation.
5. PROPRIETARY RIGHTS:  MSP, or its Affiliates or licensors, retains all right, title and interest in any and all intellectual property, informational, industrial property and moral rights in the Product/services, and copies thereof.  MSP neither grants nor otherwise transfers any rights of ownership in the Product/services to Customer.  The Product/services is protected by applicable copyright and trade secrets laws, and other forms of intellectual property, informational and industrial property protection. Customer may only use and disclose Product/services in accordance with the terms of this Agreement and/or applicable Addenda.  MSP reserves all rights in and to the Product/services not expressly granted in this Agreement.  Customer may not disassemble or reverse engineer any software Product, or decompile or otherwise attempt to derive any software Product’s source code from executable code, except to the extent expressly permitted by applicable law despite this limitation, or provide a third party with the results of any functional evaluation, or benchmarking or performance tests on the Products, without MSP’s prior written approval.  Except as expressly authorized in this Agreement or an Addendum, Customer may not (a) distribute the Product/Services to any third party (whether by rental, lease, sublicense or other transfer), or (b) operate the Product in an outsourcing or service provider business to process the data of third parties.  Additional usage restrictions may apply to certain third-party files or programs
embedded in the Product – applicable installation instructions or release notes will contain the relevant details.
6. NON-SOLICITATION: During the term of this Agreement and continuing for 24 months after the termination of this Agreement, Customer shall not directly or indirectly, for its own account or for the account of others, urge, induce, entice, or in any manner whatsoever solicit any employee directly or indirectly involved in the activities conducted pursuant to this Agreement to leave the employment of the MSP or any of its Affiliates. Customer is liable to pay 50% of Gross Salary offered by Customer, as penalty, if Customer solicits any employee of the MSP directly or indirectly involved in the activities conducted pursuant to this Agreement.
7. NON- COMPETE: During the initial term of this Agreement and 3 year(s) after its termination, Customer, or any Affiliate, agents or representatives under Customer’s control, shall not compete with MSP, directly or indirectly, for itself or on behalf of any other person, firm, partnership, corporation or other entity in the sale or promotion of products/services the same as or similar to Company’s products/services. Under no circumstances and at no time will Customer disclose to any person any of the secrets, methods or systems used by MSP in its’ business. All lists, brochures, reports, and other such information of any nature made available to Customer by MSP shall be held in strict confidence during the term of this Agreement and after its termination.
8. NON-DISCLOSURE: For purposes of this Agreement, “Confidential Information” shall mean any information or material that is proprietary to a party or designated as Confidential Information by a party and not generally known by non-party personnel, including but not limited to, all confidential and proprietary information relating to the business of the parties, and includes (but is not limited to) business plans, intellectual property matters, source codes, trade secrets, contracts, programming data, written materials, computer or software programs, studies, work in progress, visual demonstrations and employee matters.  The term Confidential Information includes information in both oral and written form, or contained in any other type of storage medium.  Information relating to the providing party’s consultants, employees, customers, vendors, research and development is also considered Confidential Information.
All Confidential Information disclosed by the disclosing party (the “Owner”) to the receiving party (the “Recipient”) shall be treated by the Recipient and by its agents and employees, as confidential and shall be maintained by the Recipient and its agents and employees in confidence and shall not be disclosed to anyone in any form without the prior written consent of the Owner.  The Confidential Information shall not be used by the Recipient or its agents or employees other than in connection with the Products/Services.
The Recipient shall transmit the Confidential Information only to those persons who are informed by the Recipient of the confidential nature of the Confidential Information, who shall have previously agreed to be bound by the terms and conditions of this Agreement and who are required to see the Confidential Information in connection with the Products/Services. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its agents or employees. The following shall not be deemed to constitute Confidential Information and shall not be subject to the restrictions set forth in this Agreement:
Information that is known by the Recipient at the time of receipt from the Owner, and that is not subject to any other nondisclosure agreement between the parties;
Information that is now or later becomes generally known in the industry through no fault of the Recipient, is later distributed or generally disclosed to the public by the Owner, or is obtained from a third party by the Recipient and the Recipient believes that the third party has a legal right to transmit the information; and
Information that is otherwise lawfully developed by the Recipient, or lawfully acquired by the Recipient from a third party.“Lawfully developed” shall mean information that is independently developed as shown by the books and records of the developer.“Lawfully acquired” shall mean acquired from a third party without restrictions on further disclosure when the third party had the right to provide the information to the party receiving the information. In the event that the Recipient or anyone to whom the Recipient transmits the Confidential Information becomes legally compelled to disclose the Confidential Information, the Recipient shall provide the Owner with prompt written notice so that the Owner may seek a protective order or other appropriate remedy.  The Recipient shall cooperate with the Owner in its efforts to obtain such remedies, but the Recipient shall not be required to undertake litigation or legal proceedings in its name.  In the event that the Recipient is legally obligated to disclose any Confidential Information, the Recipient shall furnish only the portion of the Confidential Information which is legally required and will exercise its reasonable best efforts to assure that confidential treatment will be accorded the Confidential Information.
9. EQUIPMENT REPLACEMENT AND INSURANCE: Subject to other provisions of this Agreement, MSP shall have the right to replace any of the IT Hardware Equipment included as part of the Contract at the time of contract renewal as long as contract is kept in force and account is current, provided that MSP notifies Customer in writing prior to replacing any of the Equipment and the same is replaced with Equipment of at least equal quality and capability. In case on non-renewal of agreement, all rented equipments and licensing will be immediately returned to the MSP. Upon execution and during the term of this agreement, the Customer agrees to maintain, with financially sound and reputable insurers, insurance of all equipments received from the MSP to protect MSP and any director, officer, employee or agent of the MSP or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the MSP would have the power to indemnify such person against such expense, liability or loss. In case of seasonal Companies or any extenuating circumstances, up to 25% credit with respect to IT Hardware Equipments will be provided by the MSP to Customers. Such credit will be adjusted against the fees for other Nexus IT services or adjusted at the end of contract.
10. REPOSSESSION; AUTOMATIC DEBIT: Customer acknowledges that, pursuant to section 10 hereof, MSP and its representatives have been given the right to enter into the premises and repossess all the equipments in case of Customer’s default of its obligations hereunder or after the termination of this agreement. Customer hereby waives the right, if any, to require MSP to give Customer notice and a judicial hearing prior to exercising such right of repossession. Customer bears the entire risk of loss, theft, damage or destruction of Equipment in whole or in part from any reason whatsoever. MSP will charge the Customer in case of such loss, theft, damage or destruction of Equipment.
AUTOMATIC DEBIT: The Customer hereby irrevocably authorizes the MSP to debit the Customer’s account (via ACH or credit card) to make payment of all sums due hereunder when and as such payments are due and payable pursuant to the terms of this agreement, including all past dues and damages for all unreturned and lost equipments.
11. SERVICES DELIVERABLES LICENSED UNDER THIS AGREEMENT.
(a)        License. Subject to the terms of this Agreement, MSP grants Customer a perpetual, non-exclusive, non-transferable license to use and modify all programming, documentation, reports, and any other deliverables provided as part of the Services (“Deliverables”) solely for its own internal use.
(b)        Pre-Existing License Agreements.  Any software product provided to Customer by MSP as a reseller for a third party, which is licensed to Customer under a separate software license agreement with such third party (such agreement, an “SLA”), will continue to be governed by the SLA.  The fulfillment of the Services will not relieve or alter the obligations or responsibilities of either party or of any third party in regards to the software product licensed under the SLA.
(c)        Ownership.  MSP owns all right, title and interest in the Deliverables, including all intellectual property rights embodied therein. Nothing in this Agreement is intended to or will have the effect of vesting in or transferring to Customer rights in MSP’s or its affiliates’ or its or their suppliers’ software, methods, know-how or other intellectual property, regardless of whether such intellectual property was created, used or first reduced to practice or tangible form in the course of performance of the Services, whether solely by MSP or jointly with Customer.
12. ALLOCATION OF RISK
(a) Disclaimer of Damages: EXCEPT FOR VIOLATIONS OF SECTION 5, 8 AND 11, NEITHER PARTY, NOR ITS AFFILIATES AND LICENSORS, ARE LIABLE TO THE OTHER PARTY, OR ITS AFFILIATES OR LICENSORS, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST COMPUTER USAGE, AND DAMAGE OR LOSS OF USE OF DATA), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF THE NEGLIGENCE OF EITHER PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.
(b) Limitation of Liability: EXCEPT FOR VIOLATIONS OF SECTION  5,8 AND 11, MSP’S LIABILITY FOR DIRECT DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE MONTH OF PRODUCT/SERVICES.(c)
Injunctive Relief.  Both parties acknowledge that their violation of Section 5, 8 and 11 may cause the other party immediate and irreparable harm.  In the event of such breach, the breaching party agrees that the other party may seek, in addition to any and all other remedies available at law, an injunction, specific performance or other appropriate relief.
13. SERVICES-SPECIFIC TERMS
(a) All Necessary Rights. If, as part of MSP’s performance of Services, MSP is required to use, copy or modify any third party system (hardware, software or other technology) provided or licensed to Customer, then prior to MSP’s performance of such Services, Customer will acquire all rights necessary for MSP to perform such Services.
(b) Limited Warranty. MSP warrants that the Services performed will be of a quality conforming to generally accepted practices that are standard within the technology services industry for a period of thirty (30) days from completion of the Services under the applicable Statement of Work.  Customer’s exclusive remedy and MSP’s entire liability under this warranty will be for MSP to reperform any non-conforming portion of the Services within a reasonable period of time, or if MSP cannot remedy the breach during such time period then refund the portion of the fee attributable to such non-conforming portion of the Services. This warranty will not apply to the extent Customer, its contractors or agents have modified any Deliverable, unless otherwise authorized by MSP in writing.  THIS WARRANTY AND CONDITION IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
14. INTELLECTUAL PROPERTY INDEMNITY
(a) Infringement Claims.  If a third party asserts a claim against Customer asserting that the Deliverables and/or MSP’s performance of the Services in accordance with the terms of this Agreement violates a patent, trade secret or copyright (an “Intellectual Property Right”) owned by that third party (“Infringement Claim”), then MSP will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Customer for any damages finally awarded  against Customer, but only if Customer promptly notifies MSP of any Infringement Claim, MSP retains sole control of the defense of any Infringement Claim and all negotiations for its settlement or compromise, and Customer provides all reasonable assistance requested by MSP.  MSP will not be liable for any expenses or settlements incurred by Customer without MSP’s prior written consent.
(b)       Remedies.  If an injunction or order is obtained against MSP performing the Services for Customer and/or Customer using the Deliverables by reason of the allegations of infringement, or if in MSP’s opinion the Services and/or Deliverables may violate a third party’s proprietary rights, then MSP will, at its expense: (a) procure for Customer the right to continue to receive the Services and/or use the Deliverables; (b) modify or replace the Services and/or Deliverables with a compatible, functionally equivalent substitute; or (c) if neither (a) nor (b) are commercially practical, terminate this Addendum and release Customer from its obligation to make future payments for the Services and/or Deliverables. Sections 5.1 and 5.2 contain Customer’s exclusive remedies and MSP’s sole liability for claims of infringement.
15. INSURANCE
MSP will provide and maintain during its rendition of the Services, but only for losses arising out of MSP’s work for Customer: (a) Worker’s Compensation and related insurance as prescribed by the law of the state applicable to the employees performing such Services; (b) employer’s liability insurance with limits of at least one million dollars ($1,000,000) for each occurrence; (c) comprehensive/commercial general liability insurance including products liability with one million dollars ($1,000,000) per occurrence combined single limit and two million dollars ($2,000,000) general aggregate, including coverage for the use of subcontractors, products liability and completed operations, and not containing an exclusion for explosion, collapse and underground coverage; (d) comprehensive motor vehicle liability insurance, including coverage for owned, hired, leased, rented and non-owned vehicles of at least one million dollars ($1,000,000) for combined single limit for bodily injury, including death, and/or property damage; and (e) professional liability insurance covering the effects of errors and omissions in the performance of professional duties in the amount of one million dollars ($1,000,000) for each occurrence and in the aggregate associated with Services.
16. INDEPENDENT CONTRACTOR
Nothing in this Agreement will be construed to make either party an employer, employee, agent or partner of the other, and this Agreement will not be construed to create rights, express or implied, on behalf of or for the use of any party other than MSP and Customer.  All of the Services performed by MSP will be performed as an independent contractor. MSP will perform such Services under the general direction of Customer, but MSP will have sole discretion to determine the manner, method and means of performing such Services subject to the provisions of this Agreement and applicable Statement of Work.  Neither party will have any authority to make any contract in the name of or otherwise to bind the other party.  MSP will be responsible for and will pay all unemployment, social security and other payroll taxes, and all worker’s compensation claims, worker’s compensation insurance premiums and other insurance premiums, with respect to MSP and MSP’s employees.
17. MUTUAL INDEMNITY
Each party will indemnify, defend and hold harmless the other party from all claims, liabilities or expenses for physical damage to real property or tangible personal property and bodily injury, including death, to the extent caused by the gross negligence or willful misconduct of the indemnifying party’s employees or contractors arising out of this Agreement and while at the Customers premises.  The foregoing indemnities are contingent upon the party seeking indemnity giving prompt written notice to the indemnifying party of any claim, demand or action, and cooperating with the indemnifying party in the defense or settlement of any such claim, demand or action.
18. MISCELLANEOUS/OTHER PROVISIONS
Severability.Should any provision of this Agreement be invalid, or unenforceable, the remainder of the provisions will remain in effect.In the event of a dispute, the prevailing party in any litigation or arbitration will be entitled to recover its attorneys’ fees and cost incurred from the other party.
Notices.Unless otherwise provided,notices to either party will be in writing to the address indicated above, or as later amended, and deemed effective when received.
Verification.Upon MSP’s written request, Customer will provide MSP with a certification signed by an officer of Customer verifying that Product is being used pursuant to the terms of this Agreement, including without limitation the licensed capacity of the Product.MSP may, at its expense, audit Customer’s use of Product to confirm Customer’s compliance with this Agreement.Any such audit will be conducted during regular business hours at Customer’s facilities and will not unreasonably interfere with Customer’s business activities.If an audit reveals that Customer has underpaid Fees to MSP, Customer will pay such underpaid Fees. If the underpaid Fees exceed five percent (5%) of the Fees paid, then Customer will also pay MSP’s reasonable costs of conducting the audit.
Assignment.Customer may not assign this Agreement or any rights granted in this Agreement to any third party, except with the prior written consent of MSP.
No Waivers.Failure of a party to require performance by the other party under this Agreement will not affect the right of such party to require performance in the future.A waiver by a party of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach.
Force Majeure.Any delay or failure of any party to perform any obligation under this Agreement caused by governmental restrictions, labor disputes, storms or natural disasters, emergency, or other causes beyond the reasonable control of the party, will not be deemed a breach of this Agreement.This provision does not apply to the payment of monies or any breach of Section 5, 8 and 11.
Entire Agreement.This Agreement, together with each Addendum and Order, constitutes the entire agreement between Customer and MSP, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, concerning this subject matter.This Agreement, and each Addendum and Order, may be modified only in a mutually signed writing between Customer and MSP.In the event of a conflict between this Agreement, any Addendum or an Order, the terms of the Order will control, followed by the terms of the applicable Addendum and then this Agreement.
Export Controls. Customer will cooperate with MSP as reasonably necessary to permit MSP to comply with the laws and regulations of the United States and all other relevant countries, relating to the control of exports (“Export Laws”). Customer may not import, nor export or re-export directly or indirectly, including via remote access, any part of the Product into or to any country for which a validated license is required for such import, export or re-export under applicable Export Laws, without first obtaining such a validated license.
Referencing.Customer agrees that MSP and its Affiliates may refer to Customer as a customer of MSP, both internally and in externally published media.Customer also agrees to instruct appropriate personnel within its organization that Customer has agreed to receive and participate in calls, from time to time, with potential customers of MSP who wish to evaluate the technical specifications of Product.
Dispute Resolution and Governing Law.Any controversy or claim arising out of or relating to THE PRODUCT AND/OR SERVICES provided under this agreement WILL be subject to arbitration administered by the American Arbitration Association under its commercial arbitration rules.the award and any findings of the arbitrator must be filed within THIRTY (30) days of the final arbitration hearing. Judgment on ANY award rendered by the arbitrator may be entered in any court having jurisdiction thereof.Nothing contained in this section will limit either party’s ability to seek INJUNCTIVE relief in any court.THE PARTIES WILL ARBITRATE DISPUTES IN CONFIDENCE.THIS AGREEMENT WILL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF UTAH.THE CHOICE OF LAW RULES OF ANY JURISDICTION AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.
Survival.Sections 2, 5, 8, 11, 12, 13, 14, 15, 16, 17 and 18 will survive the termination or expiration of this Agreement. The prevailing party in any litigation or arbitration proceeding is entitled to recover, from the other party, its reasonable attorneys’ fees and necessary costs incurred in such proceeding.
What IS Included in an Unlimited Support Subscription Unlimited 24/7/365 Phone, Email, Remote and Onsite Support for all Enrolled Users, Systems and Devices for 24/7/365 Plans Unlimited 8AM – 5PM MST Phone, Email, Remote and Onsite Support for all Enrolled Users, Systems and Devices for 8 to 5 Plans Windows Domain/Active Directory Environment, AD/User, Permissions, GPO and Security Management Cyber Security Defense Suite on Endpoints, Servers and at Network Edge of Enrolled Devices (AV, AntiMalware, AntiRansomeware, Spam Filtering, Content Filtering) (if CSDP is Selected) BDR – Image and File Level Backups of all Enrolled Servers (if BDR is Selected) Virtual CIO and Consultancy Services Windows OS, Office and Third Party Security Patch Management 24/7/365 Security and Performance Monitoring of ALL of This Infrastructure Regular Maintenance To ALL of These Systems   What is NOT Included Support of non-enrolled devices/systems (mobile devices, home computers, printers, network devices, phone systems, website, etc.) Support of non-enrolled devices/systems (mobile devices, home computers, printers, network devices, phone systems, website, etc.)

Cyber Security Defense Suite Licensing not included for non-enrolled devices. Backups not included for non-enrolled devices/systems. No support hours included for non-enrolled devices/systems. Patch management of non-enrolled devices/systems.

SCHEDULE A

Security and performance monitoring not included for non-enrolled devices/systems. Maintenance not included for non-enrolled devices/systems. Projects outside of day-to-day support of enrolled devices/systems. OS upgrades are not included. Virus, breach, ransomware remediation. Data security compliance work. Support of home office, remote work spaces that are not enrolled in the program.

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