MANAGED SERVICES & CYBERSECURITY

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Custom Services

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This document is a Statement of Work (SOW) to Streamline IT Solutions Information Technology Services Agreement (ITSA)

 

This SOW includes the following sections in the attached pages:

·         Definitions

·         Description of Services

·         Payment

·         Term

·         Work Product Ownership

·         Confidentiality

·         Default

·         Remedies

·         liquidated damages

·         Arbitration

·         Entire agreement

·         Severability

·         Amendment

·         Governing Law

·         Notice

·         Waiver of Contractual Right

·         Signatures

 

This IT Services Agreement is made effective as of  {{Opportunity.EstimatedCloseDate}}, by and between {{Client.Name}}  of {{Client.BillingAddress.Street}} {{Client.BillingAddress.Street2}} , {{Client.BillingAddress.City}} , {{Client.BillingAddress.State}} {{Client.BillingAddress.Zipcode}}  and Streamline IT Solutions ("Streamline IT") of 223 N Prospect St. Suite 306, Hagerstown, Maryland 21740.

 

Whereas Service Recipient is the owner/lessor/licensee of a certain Computer System (hereinafter defined) for which Service Recipient desires Service Provider to perform certain Services (hereinafter defined); and

 

Whereas Service Provider desires to perform such Services on the terms and conditions set forth in this Agreement.

 

Now, therefore, in consideration of the mutual promises set forth herein, the parties agree as follows:

 

DEFINITIONS. For purposes of this Agreement, the following definitions shall apply:

 

 

 

(a) "Computer System" shall mean the computer hardware, identified by model and serial numbers, and the computer software listed on Exhibit One, attached hereto and made a part hereof.

 

 

 

 

(b) "Services" shall mean the Operation, Maintenance and Management of the Computer System, specifically defined in Description of Services.

 

 

 

 

(c) "Operation" shall mean the operation of the Computer System, including, but not limited to manipulation and computation of data by the Computer System, the outputting of such manipulated and computed data by the Computer System, and communication between elements of the Computer System.

 

 

 

 

(d) "Maintenance" shall mean remedial maintenance and preventive maintenance of the Computer System.

 

 

 

 

(e) "Management" shall mean the scheduling of the use of the Computer System, procurement of supplies and spare parts therefor, and recommendation of changes and additions thereto.

 

 

 

 

(f) "Up-Time" shall mean total time, during any calendar week, that the Computer System is available for Operation during the time scheduled for Operation divided by the total time scheduled for Operation during such calendar week.

 

DESCRIPTION OF SERVICES. Beginning on {{Opportunity.EstimatedCloseDate}}  , Streamline IT will provide to client the following services (collectively, the "Services"):

 

 

 

 

(a) During the term hereof, Service Provider shall perform Services, which shall be subject to Service Recipients written acceptance, and shall be performed by Service Providers employees, acceptable to the Service Recipient, who are skilled in the Operation and Maintenance of the Computer System. Service Recipient may, for any reason, request that such employees be replaced with other skilled employees of Service Provider.

 

 

 

 

(b) The Computer System shall be available for Operation, during the term hereof, with an Up-Time of 90 percent, during the hours of 8:00 AM through 5:00 PM, Monday through Friday, excluding legal holidays recognized in the city where Service Recipient company is located.

 

 

 

 

(c) The preventive maintenance and, whenever possible, the remedial maintenance portions of the Maintenance shall be performed during the times that the Computer System is not scheduled for Operation. To the extent any Maintenance is required to be performed during the times that the Computer System is scheduled for Operation, Service Provider shall provide, at no additional cost to Service Recipient, a back-up capability for that portion of the Computer System for which Maintenance is being performed.

 

 

 

 

(d) The performance of Service Provider shall include Service Providers procurement of supplies and spare parts sufficient to ensure that the Operation of the Computer System is uninterrupted.

 

 

 

 

(e) During the term hereof Service Recipient shall provide Service Provider with sufficient work space to perform Services.

 

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(f) Workstation, Device, and Server Definitions:

 

 

1. Workstation: A workstation refers to any individual computer system or terminal used by an employee or authorized user within the client's organization, equipped with standard computing functionalities. (Desktop, Laptop, Tablet, Mobile Device, any other device specified by the Client.)
 
2. Device: Any managed endpoint that requires a login to provide individual maintenance or troubleshooting. (Firewalls, Printers, access points, phone system, any other device specified by the Client).
 
3. Server: A server constitutes a dedicated computer system designed to manage and provide network resources and services, including data storage, application hosting, and network communication.
 
4. Service Provision by Streamline IT Solutions: Streamline IT Solutions is responsible for servicing a total of 5 workstations, 1 server, and 3 devices, as part of this contract agreement. The services provided include maintenance, troubleshooting, updates, and technical support for the specified IT infrastructure components.

 

 

 

END POINT ADDITION CLAUSE

 

1. Endpoint Addition Provision: Service Recipient shall have the right to add up to three (3) additional endpoints to the services provided under this IT Managed Service Agreement and Cybersecurity Agreement, without incurring additional charges, provided that such additions do not exceed fifty percent (50%) of the total number of endpoints contracted at the time of signing this Agreement ("Contracted Endpoint Count").

 

2. Limitation on Endpoint Additions: In the event that the addition of endpoints results in the total number of endpoints exceeding fifty percent (50%) of the Contracted Endpoint Count, Service Provider reserves the right to impose additional charges for the management and cybersecurity services associated with the excess endpoints. These charges shall be calculated based on the current rate structure as agreed upon by both parties or as outlined in an addendum to this Agreement.

 

3. Notification and Approval Process: Service Recipient shall notify Service Provider in writing of any intended additions of endpoints. Service Provider shall review the request and, if the addition of endpoints falls within the permissible limit as described above, provide written approval. If the addition of endpoints exceeds the permissible limit, Service Provider will provide a detailed quotation for the additional charges, and Service Recipient must provide written acceptance of these charges before the additional endpoints are integrated into the service scope.

 

4. Integration and Service Continuity: Upon approval and acceptance of any additional charges, Service Provider shall integrate the additional endpoints into the existing service framework, ensuring continuity and adherence to the cybersecurity measures stipulated in this Agreement. Service Provider will also update all relevant documentation to reflect the new total endpoint count.

 

5. Review and Adjustment Clause: Both parties agree to review the endpoint count and any associated charges on an annual basis, or as otherwise mutually agreed upon, to ensure that the terms of service and compensation remain fair and reflective of the services provided. Any adjustments will be documented in writing and signed by both parties to be effective.

 

PAYMENT. Payment shall be made to Streamline IT Solutions, Hagerstown, Maryland 21740. client agrees to pay Monthly installment payments of {{Opportunity.MonthlyCost}}  per month at a contract value of {{Opportunity.TotalCost}} .

 

 

(a) In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Streamline IT has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.

 

(b) Service Recipient agrees to purchase 50 hours of service from Service Provider at a rate of 90 dollars per hour, to be included in the monthly rate. Service Provider agrees to cover all services within these hours at no extra cost to the Service Recipient. Should the Service Recipient use more than 50 hours before the date of contract termination, then the Service Recipient will pay for each hour afterwards at the agreed upon 90 dollars per hour rate to Service Provider.

 

(c) Payment must be made within 30 days of the due date.

 

(d) In the event that Service Recipient elects to make payment via Automated Clearing House (ACH) or Credit Card, an additional transaction fee of three percent of the total invoiced amount shall be applied to the payment. This fee is intended to cover the costs associated with processing such transactions and shall be included in the final amount due from Service Recipient.

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What you get for that price:

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·         AI Customer Portal and real-time chatbot support.

·         Patch Management and Proactive Patch Monitoring.

·         Cybersecurity EDR for workstations and MDR for servers w/ 200 team security operations center.

·         Automation creation and AI scripting for efficiency on the backend.

·         Hardware and software installation, configuration, and troubleshooting.

·         Network setup, maintenance, and security.

·         Server administration and maintenance.

·         Desktop and laptop support.

·         Printer troubleshooting and support.

·         Helpdesk support via phone and email during regular business hours.

·         Agent on every endpoint to remote in real-time.

·         All Travel covered.

 

TERM. This Agreement will terminate automatically on {{Opportunity.EstimatedCloseDate}} 2026.

 

In the event of any termination/cancellation of this Agreement, Service Provider may:

 

(a) Declare all amounts owed to it hereunder to be immediately due and payable;

 

(b) Enter Service Recipient's premises and repossess all supplies, spare parts and other items supplied by Service Provider hereunder for which payment has not been received by Service Provider; and

 

(c) Cease performance of all Services hereunder without liability to Service Recipient.

 

(d) The foregoing rights and remedies of each party hereto shall be in addition to all other rights and remedies available to them in law and in equity; but the liquidated damages as stated below shall be Service Recipient's exclusive remedy for Service Provider's failure to maintain the Up-Time of 90.

 

(e)  In the event the Service Recipient would like to cancel this agreement they may provide a written statement to the Service Provider stating reasons for cancellation with at least a 30 day notice. Service Provider may then determine if the reasoning for cancellation is accurate and end the current contract.

 

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Streamline IT in connection with the Services will be the exclusive property of Streamline IT. Upon request, client will execute all documents necessary to confirm or perfect the exclusive ownership of Streamline IT to the Work Product, unless these works are the developed or created by client while under the services of Streamline IT. In this event, the Work Product would then be the property and ownership of the Client.

 

CONFIDENTIALITY. Streamline IT, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Streamline IT, or divulge, disclose, or communicate in any manner, any information that is proprietary to client. Streamline IT and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

 

Upon termination of this Agreement, Streamline IT will return to client all records, notes, documentation and other items that were used, created, or controlled by Streamline IT during the term of this Agreement.

 

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

 

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a.

The failure to make a required payment when due.

 

 

b.

The insolvency or bankruptcy of either party.

 

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c.

The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

 

 

d.

The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

 

REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

 

LIQUIDATED DAMAGES. Service Provider and Service Recipient agree that it may be difficult, if not impossible, to accurately determine the amount of damages that Service Recipient may incur, if Service Provider fails to maintain the Up-Time required hereunder. Accordingly, it is agreed that $90.00 for each occurrence that the Up-Time of the Computer System is below the Up-Time of 90 percent as stated in the above Description of Service Section shall be deemed to be the weekly liquidated damages for such failures and shall be payable to Service Recipient in the form of a credit at the end of the month in which such failure(s) occurred.

 

ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.  The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

 

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

 

SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

 

GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Maryland.

 

NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

 

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

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*by reading these terms & conditions you are agreeing to everything listed in this contract.

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