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Managed Services Agreement

MMS#__________________

MANAGED SERVICES AGREEMENT

This Managed Services Agreement (“Agreement”) is effective this (the “Effective Date”)
between AhelioTech Services, Ltd., an Ohio limited liability company (“Contractor”), and ,
(“Customer”), who may individually referred to herein as a “Party” or collectively as the “Parties”.
This Agreement shall govern all activities between the Parties.

RECITALS:

A. Customer owns and operates a business that requires certain IT support and consulting services; and

B. Contractor owns and operates a business that provides IT support and consulting services; and

C. Customer desires to engage Contractor to provide IT support and consulting services and Contractor desires
to be engaged by Customer for the purpose of providing such services to Customer. Contractor and Customer
want to define their relationship in writing.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Term. The term shall be twelve (12) months from the Effective Date. Upon the expiration of the term, this Agreement shall expire.

2. Managed Services. Contractor shall provide the services to Customer described in the “Description of Managed Services” attached hereto as Exhibit A and incorporated herein by this reference (the “Managed Services”). Contractor shall provide all Managed Services between (“Normal Business Hours”) the hours of 6:00 AM and 7:00 PM Monday-Friday, as well as all emergency issues between 7:00 PM and 6:00 AM Monday-Friday, and all-day Saturday and Sunday. Customer shall not be subject to additional charges for afterhours services provided by Contractor within the scope of this agreement. Contractor shall endeavor to respond to any request for services within the service level response times set forth in Exhibit C. The Managed Services include an on-site technician for forty (40) hours per week. The fee for this on-site technician is included with Managed Services on Exhibit B as “On-site Support”.

3. Fees. The monthly services fee is set forth in Exhibit B, attached hereto and incorporated herein by this reference (the “Managed Services Fee”). The Managed Services Fee shall be due on the 1st day of each month this Agreement is in effect. Any Managed Services Fee paid thirty (30) days after it is due shall be subject to a two percent (2%) per month finance charge. The Managed Services Fee shall be subject to applicable sales taxes.

At the end of this agreement, the Contractor may adjust the maintenance fee by the percentage the Consumer Price Index has increased compared to the prior term. Thereafter, the Contractor may increase the maintenance fee, but the adjustment may not exceed more than three percent (3%).

Any “special project”, a project not covered by the monthly Managed Services Fee, including all services outside the scope of the Managed Services shall be billed at standard hourly rates. Any “special project” shall be
approved in writing by Customer prior to the start of any billable work. Current hourly rates can be found on Exhibit B, but are subject to change at the discretion of Contractor with prior notice to the Customer. Contractor and Customer may make a separate agreement regarding any such special project if requested by either Party, however, the failure to make timely payment on any such special project during the course of the Agreement may be deemed a breach of this Agreement by Contractor.

4. Service Levels. Contractor shall endeavor to provide all Managed Services within the timeframes described on Exhibit C, attached hereto and incorporated herein by this reference. All Managed Services shall be provided at Customer’s place of business or other location as agreed to by the Parties.

5. Customer Obligations. In addition to all other promises contained herein, Customer agrees to the following while this Agreement is in effect:

i. Customer agrees not to allow any third-party to provide maintenance, upkeep, or other services relating to the Managed Services without notifying Contractor.

ii. Customer agrees that it is solely responsible for the items listed in Exhibit A under “What’s not Covered”.

The failure of Customer to adhere to its obligations under this Section may be deemed a breach of this Agreement, at Contractor’s sole discretion.

6. Independent Contractor Relationship. The Parties mutually agree that Contractor is an independent Contractor and that neither Contractor nor any of its employees, staff, or other independent contractors working under this Agreement or otherwise engaged in the performance of any services pursuant hereto is an employee of Customer or shall be deemed independent contractors of Jeffrey Fiduciary Company. Contractor agrees to keep accurate and complete accounts and records showing all actual costs, expenses, and other charges incurred under this Agreement. This Agreement shall not be construed to form a partnership between the Parties and shall not be construed to create any form of employment relationship or any legal association that would impose liability upon one Party for the act (or failure to act) of the other Party. It is also expressly understood that neither of the Parties has any authority to bind the other Party by contract or otherwise.

7. Confidentiality of Information. The Parties and their employees and agents shall keep confidential all non-public information provided to them by the Customer, except as required by law or as contemplated by the terms of this Agreement, and will use such information solely for the purposes described this Agreement. Notwithstanding anything to the contrary herein, Contractor may disclose non-public information to its agents and advisors whenever Contractor determines that such disclosure is necessary to provide required services to Customer; provided however, that no such disclosure will occur until (a) Contractor has advised the Customer as to each third-party receiving confidential information concerning the Customer, (b) the Customer consents in writing to such disclosure, and (c) such third-party agrees, in writing, to handle the information confidentially, and a copy of such third-party agreement is provided to Customer. This provision may be enforced with equitable remedies, including injunctions, and will survive any termination of the relationship of the Parties.

8. Assignment. Neither Party hereto may assign this Agreement, or any rights or obligations hereunder, hereunder without the written consent of the other Party.

9. Content. Customer shall not, and represents and warrants that it will not use, the Contractor’s services in any manner that would: (i) infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any person or entity, (ii) violate any law, statute, ordinance, or regulation, (iii) threaten, defame, libel, harass or profane a third party, (iv) be used to store or transmit a virus, Trojan horse, worm or other component that may adversely affect any hardware or software, or that intercepts or expropriates any data or information, or (v) include bulk e-mails, advertisements or solicitations sent in a manner that would cause the Contractor and/or Customer to be “blacklisted” by Internet Anti- Spam registries.

10. Warranties. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT ANY AND ALL SERVICES PROVIDED BY CONTRACTOR HEREUNDER ARE PROVIDED "AS-IS", WITHOUT ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND CUSTOMER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Indemnification. Each party shall indemnify and hold harmless the other party and its affiliates, and its and their directors, officers, employees and agents, from and against any and all claims, demands, actions and proceedings asserted by any third party, and all losses, liabilities, judgments, awards, settlements, damages, fines, injuries, penalties and costs (including reasonable legal fees and expenses) (collectively, "Losses") incurred in connection with such third party claims, for personal injury (including death) or damage to real and/or tangible property arising out of or resulting from acts or omission to act under this Agreement of employees, customers or agents of the indemnifying party.

The indemnifying party shall have the right, at its sole expense, to defend with counsel reasonably acceptable to the indemnified party all claims, demands, actions and proceedings related to the indemnifying party's obligations under this Section. The indemnified party shall notify promptly the indemnifying party of any such claims, demands, actions or proceedings in writing and, if it is defending any such claim diligently and in good faith, the indemnifying party shall have full and complete authority for the defense thereof; provided, however, the indemnifying party shall have no authority to enter into any settlement or compromise on behalf of the indemnified party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. If the indemnifying party does not undertake the diligent, good faith defense of a claim, the indemnified party shall have the right to conduct the defense of such claim at its sole defense, provided, (i) nothing in the foregoing shall limit or be deemed to limit a party's right to dispute that a claim (and/or any losses arising therefrom) relates to an indemnifiable matter hereunder, and (ii) if the indemnifying party has agreed that a claim relates to an indemnifiable matter hereunder, the indemnified party shall have no authority to enter into any settlement or compromise on behalf of the indemnifying party without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. In all circumstances, the indemnified party shall have the right to participate in the defense of any proceedings with counsel of its own choosing, at its sole expense, and shall cooperate with the indemnifying party in the defense of any claim maintained thereby.

12. Return of Records. Upon termination of this Agreement, Contractor shall deliver to Customer, as directed by Customer, all records and property (not owned by Contractor), including, without limitation, customer records, keys, passwords, access codes, reports, data, memoranda, notes, models, inventories collected and maintained, and equipment of any nature that are in Contractor’s possession, or under Contractor’s control, or prepared or acquired in the course of Contractor’s relationship with Customer, whether hard copy, digital, electronic, or otherwise.

13. Capacity. Contractor represents and warrants to Customer that Contractor has the capacity and right to enter into this Agreement and perform all services this Agreement without any restriction whatsoever by any other agreement, document, or otherwise. Customer represents and warrants to Contractor that Customer has the capacity and right to enter into this Agreement and perform all its obligations under this Agreement without any restriction whatsoever by any other agreement, document, or otherwise.

14. Complete Agreement. This document (along with the Exhibits) contains the entire agreement between the Parties and supersedes any prior or contemporaneous discussions, negotiations, representations, or agreements between them relating to this Agreement. No additions or other changes to this Agreement shall be made or be binding on either Party unless made in writing and agreed to by each Party to this Agreement.

15. Notices. Any notice required or permitted to be given under this Agreement shall be properly made in writing and mailed to the Party for whom intended at the address for such Party set forth below, or at such other address or addresses as either Party may designate from time to time by giving notice to the other Party in the foregoing manner.

16. Governing Law. All questions concerning the validity, intention, or meaning of this Agreement, or relating to the rights and obligations of the Parties with respect to the performance hereunder shall be construed and resolved under the laws of Ohio without regard to conflict or choice of law provisions. Any and all disputes in any way relating to this Agreement or any other activities between the Parties shall be resolved exclusively in the courts of Franklin County, Ohio. Both Parties acknowledge and agree to this exclusive jurisdiction to resolve any disputes between them.

17. Severability. The intention of the Parties to this Agreement is to comply fully with all laws and public policies to the extent possible. If any court of competent jurisdiction determines it is impossible to construe any provision of this Agreement consistently with any law or public policy, the Parties agree: (a) that such court shall have jurisdiction to reform this Agreement to the smallest degree possible with regard to such provisions so that it is enforceable to the maximum extent permitted by law; and (b) to abide by such court’s determination. If such unenforceable provisions cannot be reformed, such provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

18. Non-waiver. No failure by any Party to insist upon strict compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, the first Party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default; nor shall any custom or practice of the Parties at variance with any provision of this Agreement affect, or constitute a waiver of, any Party’s right to demand strict compliance with all provisions of this Agreement.

19. Captions. The captions of the various sections of this Agreement are not part of the context of this Agreement but are only labels to assist in locating those sections and shall be disregarded when construing this Agreement.

20. Recitals. The Recitals at the beginning of this Agreement are hereby incorporated herein and made part of this Agreement by this reference.

21. Counterparts. This Agreement may be executed in multiple originals, with the same effect as if the Parties had signed the same document. The Parties agree that facsimile or e-mail copies of signatures on the Agreement shall constitute binding, original signatures.

This Agreement is executed as of the date first set forth above and by signing below both officers represent that they have the requisite power and authority to bind their respective companies to this Agreement.

EXHIBIT A

(Description of Managed Services)

AhelioTech services include the following: monitoring and managed services

1. Contractor will provide Network Monitoring including bandwidth, router, log file errors, CPU loads, memory, environmental, process, netflow, packet sniffing, SQL, website, disk/network usage,
printers/copiers, antivirus, uptime, performance and security.

2. Contractor will provide monitoring and maintenance of servers, workstations, laptops, wireless access points, Network Shares, IP Cameras, VPN’s, firewalls and switches within the domains noted above.

3. Contractor will provide new user setup, computer relocation inside the agency, virus, spyware, malware removal, and re-installation of operating system.

4. Contractor will provide an On-site Support presence to address Customer’s needs between the hours of 8am – 5pm on Customer’s business days. Emergency and High Priority issues are addressed through the
Contractor’s published forms of communication.

5. Contractor will track and maintain technology asset inventory (Network Equipment, Laptops, and Servers).

6. Contractor will track and maintain network hardware and software version information to project required updates/upgrades

7. Contractor will take responsibility for named actions within Customer technology or compliance policies.

8. Contractor will manage all enterprise network vendors and conduct Annual reviews of contracts with Customer staff to ensure appropriateness.

9. Contractor will conduct enterprise technology reviews and recommendations.

10. Contractor will manage the interaction with any identified 3rd party software/Software as a Service (SaaS) provider for application support and issue resolution.

11. Contractor will manage the backup/recovery operations for all managed devices to include Customer laptops, Desktops, User Profiles, Servers, and Share drives.

What’s Not Covered under the Managed Services agreement

• Hardware Replacement Costs

• Software Development

• Product Purchases

• Data Wiring

• Print Materials (Paper, Toner, Printer Parts)

EXHIBIT B

(Managed Services Fee)

Pricing for term Managed Services of workstations and servers

• Managed Services for Windows and Mac Workstations $75/workstation

• Managed Services for Servers $200/server

• Offsite Backup Services $30/month/server & $10/month/terabyte

Other subscriptions services are available through various vendors

• Duo MFA

• Huntress

• Microsoft 365

Any “special project”, a project not covered by the monthly service fee, including all “additional services” outside the scope of the Managed Services, as defined in paragraph 2 of this agreement, shall be billed at standard hourly rates of $150. Any billing outside the scope of Managed Services shall be pre-approved in writing by Customer prior to commencement of any billable work.

EXHIBIT C

(Service Levels)

Below are the various levels of severity of support issues and the response time:

• Emergency - Highest severity with critical impact on business. Response goal is within 15 minutes with resolution as quickly as possible.

• High - High severity with significant financial impact on business. Response goal is within 30 minutes with resolution same day.

• Priority - Minimal financial impact on business or limited to one user. Response goal is within one hour with resolution next day.

• Request - General request for services or products. Response goal is within 24 hours.

• Escalation - If a ticket is not meeting its SLA guidelines, if incorrectly diagnosed, or incorrectly prioritized, it is escalated appropriately to the correct level and your Account Manager is notified to review with you.

* If you require a Purchase Order Number to be included for Monthly Recurring Services invoices

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Signed by Brandon Thompson
Signed On: December 17, 2024

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December 17, 2024 11:07 am EST

Managed Services Agreement Uploaded by Brandon Thompson - bthompson@aheliotech.com IP 104.230.225.181