I’m not a lawyer, nor do I play one on TV. I’ve put together this agreement so we have something to sign. I was blessed that my best friend’s father called me to help him out with a computer problem 32 years ago. He was an insurance agent and still is an insurance agent. Thank God he wasn’t a lawyer.

Simple Managed Services Agreement

Terms of Agreement

This agreement between you, the client, and Archway Computer, Inc. is effective upon the date signed unless we have agreed in writing for services to commence on a later date. If, before the conclusion of the first 30 days of service, you decide to cancel the services, you will be returned any managed services fees and any upfront fees you have paid. After the first 30 days, either party may cancel this Agreement with no less than ninety (90) days of prior notice of the party’s intent to cancel this Agreement. There are no “one-year” or “three-year” agreements, nothing crazy like that.

Fees and Payment Schedule

We bill on the 1st of every month. We bill the start-up fee when you sign the agreement unless we agree to something else in writing. Most clients pay via credit card on automatic payment. If you want to write a check that’s OK too. Services may be suspended if payment is not received within 20 days following the issuance of a bill. We won’t just turn you off, we will let you know first.

Coverage

Remote Helpdesk and Vendor Management of your IT networks will be provided to you by Archway Computer through remote means between the hours of 8:00 am – 11:00 pm ET seven days a week. Network Monitoring Services will be provided 24/7/365. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix A. Hardware costs, including the purchase of new equipment or the need to replace equipment after a failure or of any other kind are not covered under the terms of this Agreement.

Support and Escalation

Archway Computer will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets may be opened by anyone that works for the client and has a managed services agent installed on a managed workstation. You can open a ticket, by email to our Help Desk, or by phone if you prefer. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A.

Service Outside Normal Working Hours

Emergency services performed outside of the hours of 8:00 am – 11:00 pm ET Monday through Sunday, shall be subject to provisions of Appendix A. Don’t worry, we don’t charge extra for after-hours support.

Additional Maintenance Services

There are some things that are outside the scope of this agreement. That includes new server installations, firewall swaps, and office moves. We are exceptionally cool about letting you know prior, so that you don’t get a hidden bill. If you get a new agency management system, or you buy some new PC’s we cover that along with all the normal tech stuff.

Hardware/System Support

Archway Computer shall provide support of all hardware and systems that we have a software agent on. We don’t sell equipment and we recommend that our clients get extended warranties. In any event we don’t cover equipment replacement but we will fix the problem even if we have to send someone on- site. We charge $90/hour for on-site support. The client shall have all ownership rights in the hardware, software and any deliverables from Archway.

Waiver of Subrogation

Without affecting any other rights or remedies, you, the Client, and Archway Computer, Inc., each hereby waives any and all rights of recovery against the other for loss of or damage to such waiving party or its property or the property of others under its control, where such loss or damage is insured under any insurance policy in force at the time of such loss or damage, so long as the insurance is not invalidated thereby. Such waiver shall be effective as to Commercial General Liability Coverage, Worker’s Compensation Coverage, or any other coverage that is applicable in a given loss.

Monitoring Services

Archway Computer will provide ongoing monitoring and security services of all critical devices as indicated. Archway Computer will provide monthly reports, if you want them, as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Archway Computer shall make every attempt to rectify the condition in a timely manner through remote means.

Limitation of Liability

The client and Archway agree that the allocations of risk made in this paragraph are reasonable and that they would not enter into the Agreement without these limitations of liability. In no event shall Archway Computer be liable for indirect, special, incidental or consequential damages, including, but not limited to, lost profits, lost business, delay damages, attorneys’ fees, punitive or exemplary damages, loss of use of equipment, lost data costs of substitute equipment, or other costs and legal expenses. This limitation on damages shall apply even if Archway has been advised of the possibility of such damages. Additional limitations on damages may be set forth in addenda or other writings attached to this Agreement.

Archway’s total liability for damages, costs and expenses, regardless of cause, shall not exceed the total amount of Fees paid to Archway during the period of twelve (12) months immediately preceding the date on which the event giving rise to the claim occurred.

No claim may be asserted by either party against the other concerning any event, act or omission that occurred more than two (2) years before such claim being asserted. In addition, Archway shall have no liability to Client and Client assumes all risk for any loss or damage arising in whole or in part from or relating to: (1) use of any third-party hardware, software, information or materials not approved by Archway; (2) viruses, hackers or other malicious or accidental destruction of systems or data, including destruction by Client’s employees or representatives, though Archway will make every reasonable effort to proactively minimize exposure to such risks; (3) any event beyond Archway’s or Client’s control, including, without limitation, power failure, natural disaster, building modifications, or other events of a magnitude or type for which precautions are not generally tanen in the IT service provider industry; and (4) Client’s failure to follow instructions from Archway.

Additionally, each party shall defend, indemnify and hold the other party and its directors, officers, agents, and employees, harmless from and against any and all claims, losses, expenses, damages caused by action, and liabilities of every kind and nature (including, without limitation, reasonable attorneys’ fees) by third parties arising or resulting from the negligence, willful misconduct, misrepresentation or breach of warranty of the indemnifying party or its employees, subcontractors and representatives.

Minimum Standards Required for Services

In order for Client’s existing environment to qualify for Archway Computer’s Managed Services, the following requirements must be met:

• All Servers with Microsoft Windows Operating Systems must be running Windows 2000 Server or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.
• All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows XP Pro or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.

Service fees required to bring the Client’s environment up to these Minimum Standards are included in the startup fee. But the cost of the hardware and software is not.

Excluded Services

Service rendered under this Agreement does not include:

• Parts, equipment or software not covered by vendor/manufacturer warranty or support.
• The cost of any parts, equipment, or shipping charges of any kind.
• The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
• The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
• The cost to bring Client’s environment up to minimum standards required for Services.
• Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
• · Maintenance of Applications software packages. We will do updates of your agency management system and other software. We can be the first line of support for these products, but there are frequently questions best directed to the software vendor,
• Programming (modification of software code) and program (software) maintenance unless specified in Appendix A. We are not programmers and we are not going to create an Agency Management system for free.
• Training Services of any kind. – We will show you how to use things, but we are techs not trainers.

Payment

Payment shall be due to Archway Computer when the invoice is received. All agencies with a $750 monthly recurring invoice and below are required to register to auto-pay. Accounts unpaid for twenty (20) or more days may be placed on “hold” and services suspended until the account is paid in full. For any suspended Subscriber account, there may be a reconnection charge to reactivate Services. End-user must dispute any charges for the Services within thirty (30) days of receipt of the monthly invoice or End-user waives any objection.

Frequency of Payments

An automatic recurring payment will be made 1 month after your initial payment. You will not receive any advance notice of this payment, but you will receive a post payment confirmation email following all automatic recurring payments.

Automatic Recurring Payment Failure

If your automatic recurring payment is declined or unable to be processed for any reason, you will be contacted by phone or email. In the event any payment is not made and you do not make the required payment by the end of your billing cycle, your service will be suspended.

Changing Automatic Recurring Payment

If you would like to change your automatic recurring payment method including, for example, making a change from one credit card that was initially selected to another credit card, you must authorize the recurring payment with the new credit card by calling the Archway Computer Billing Department. Any changes are subject to approval by Archway Computer. If the change is approved, your previously approved payment method will be terminated within 24 hours of approval.

Confidentiality

Archway Computer and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services, and will protect against unauthorized use. Upon termination of agreement, Archway will return all confidential information back to the client.

Miscellaneous

This Agreement shall be governed by the laws of the State of California because I live in that state and that’s where we are incorporated. Should there be a dispute or suit between Client and Archway, the State of jurisdiction shall be dictated by the location of the defending party. It constitutes the entire Agreement between Client and Archway Computer for monitoring/maintenance/service of all equipment listed in “Appendix A.” Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by the Client. Archway Computer is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

Non-Solicitation

During and for one (1) year after the termination of this Agreement, Client shall not solicit, offer employment to, or in any way encourage, any employee, consultant, or agent of Archway Computer, Inc to leave Archway Computer to work for the client. For one (1) year after termination of this Agreement, Client shall not solicit, or engage, or offer employment to a Consultant no longer employed by Archway Computer, Inc. Archway has incurred considerable expense in training and engaging its consultants and contractors. The successful solicitation of a contractor causes great damage to Archway Computer. The parties agree that for this Agreement, the correct measure of damages to Archway is USD 60,000.