Effective March 20, 2025. This Service Attachment for Managed Services supersedes and replaces all prior versions.

Service Attachment for Managed Services

This Service Attachment is between Provider (sometimes referred to as “we,” “us,” or “our”), and the Client found on the applicable Order (sometimes referred to as “you,” or “your”) and, together with the Order, Master Services Agreement, and other relevant Service Attachments, forms the Agreement between the parties the terms to which the parties agree to be bound.

The parties further agree as follows:

Services

Provider will deliver only the Services itemized in the Services section of the Order. Additional Services may be added only by entering into a new Order including those Services.

Help Desk Support:
Help desk support is available during normal business hours. After-hours support is intended for critical systems outages. After-hours support may incur additional charges as defined by the Order.

On-site Support:
It is Provider’s intention to provide remote support whenever possible. On-site support is available once it is determined by Provider that the support cannot be provided remotely. Typically, this will be due to hardware issues or network connectivity issues. On-site support is not considered Project work, however, the number of onsite support incidents and the amount of time provided for onsite support per month, if any, shall be defined in the Order.

License

Provider hereby grants Client the right to access and use only those software solutions and other information technology Services specified on the Order during the Term. Those Services may be hosted on servers operated by one or more third parties.

License Restrictions

As between the parties, Provider retains all right, title and interest in and to the Services and their various components, along with all intellectual property rights associated therewith. Other than as expressly set forth in this Service Attachment, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.

In addition, Client shall not:

Modify, copy or create derivative works based on the Services or on any Provider Materials;
Create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on your own intranet(s) or otherwise for your own internal business purposes;
Distribute or allow others to distribute any copies of any Provider Materials or any part thereof to any third party;
Rent, sell, lease or otherwise provide any third party with access to the Services or to any Provider Materials, or to any copy or part thereof, or use the Services or any Provider Materials for the benefit of a third party; or
Remove, modify or obscure any copyright, trademark or other proprietary-rights notices that are contained in or on any Provider Materials.
Reverse engineer, decompile, or disassemble the Provider Materials, except to the extent that such activity is expressly permitted by applicable law.

For purposes of this Service Attachment, “Provider Materials” means any text, graphical content, techniques, methods, designs, software, hardware, source code, data (including Reference Data), passwords, APIs, documentation or any improvement or upgrade thereto, that is used by or on our behalf to provide the Services.

Third-Party Service Providers

Some components of the Services may be provided through or licensed from Third-Party Service Providers, including but not limited to third-party software, products or services. Provider, and not those third parties, will provide any and all technical support related to the Services, including support related to those third-party components. However, under certain circumstances, pursuant to the terms of applicable third-party license or services agreements, Provider may be obligated to provide certain information to those third parties regarding the Services and/or regarding your identity. Client consents to such disclosures.

Client understands and agrees that third-party services will be warranted only by the Third-Party Service Provider and only as and to the extent set forth in such provider’s license agreement, and that Provider will not be responsible, and makes no warranty, with respect to third-party services other than that which is expressly contained in the applicable Third-Party Services Provider’s agreements.

Third-party software publishers, including but not limited to, Microsoft will be intended third-party beneficiaries of the Agreement, with the right to enforce provisions of the Agreement and to verify compliance. If any third-party software publisher believes in good faith that Client is not complying with its end-user terms and conditions (“End-User License”), Provider will cooperate in good faith with the third-party publisher to investigate and remedy the non-compliance.

Within thirty (30) days of the termination of this Agreement, Provider shall remove, or cause to be removed, all copies of Client’s Services and/or Provider Materials from the Client’s devices, or otherwise render the software, the Services and/or the Provider Materials permanently unusable. Furthermore, Provider shall require that Client return or destroy all copies of the software, the Services and/or the Provider Materials that it received. Client shall reasonably cooperate and assist, as needed, with all such activities.

No High-Risk Use

Client acknowledges that the Services are not fault-tolerant and are not guaranteed to be error-free or to operate uninterrupted. You shall not use the Services in any application or situation where the Services’ failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High-Risk Use”). High-Risk Use does not include utilization of the Services for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. Client agrees to indemnify and hold harmless Provider from any third-party claim arising out of Client’s use of the Services in connection with any High-Risk Use.

No Illegal Use

Client shall not use the Services in any application or situation where the Services would be used for any illegal manner, for any unlawful purpose, or to violate the rights of others.

Restorable Backup

Prior to installation, or accessing, or using any Services specified on an applicable Order during the Term, Client shall create a full, complete, and restorable electronic backup of all systems which might be affected, in whole or in part, by the installation and/or maintenance of any software-solution and other information technology services specified on an applicable Order during the Term. Client shall, and does hereby, hold Provider harmless in the event of any damage to any system and applications software.

Provider-Supplied Equipment

Provider shall deliver the equipment and applications as identified in the Order (“Equipment”). Provider’s delivery of that Equipment is on a rental basis only and is expressly subject to the terms of this Service Attachment pertaining to Provider-supplied Equipment.

Included Services
The Monthly Service Fee for Equipment includes all fees for the use of the Provider-owned hardware, software, operating systems, and all labor needed to install and maintain all hardware, software, operating systems delivered to client under this section.

Equipment Restrictions
All Equipment must be used by Client for the purpose for which it was intended. Client shall not abuse the Equipment or permit it to be serviced by anyone other than Provider. Neither Client nor Client’s agent shall connect accessories supplied by anyone other than Provider to the Equipment without Provider’s written consent, which shall not be unreasonably withheld. Client shall use the Equipment only in the manner contemplated by the manufacturer and in accordance with law. Client shall not allow anyone other than Provider to disconnect or move the Equipment from the location noted on the Order. Provider must be free to make any changes needed on the Equipment. Any critical business data stored on any Equipment must be backed up by Client.

Ownership of Provided Software
Client acknowledges that its interest in any software installed by Provider on the Equipment is that of a licensee and that the software provided by Provider shall remain the property of Provider and must be returned if requested by Provider in furtherance of the Services or upon termination of this Agreement. Client further agrees to cease the use of any software or Equipment that remains the property of Provider upon cancellation or termination of this Attachment.

Credentials

Network Administrative Credentials: Provider must have exclusive network administrative credentials for Client’s network. While it is providing Services, Provider will not release the network administrative credentials to Client or to any third party for any reason without a signed release acceptable to Provider. Upon termination, if Client has paid any and all required fees, including but not limited to, termination fees, remaining third-party service fees, and off-boarding fees, Provider will then release the network administrative credentials to Client.
User Credentials: User credentials are the property of Client, and Provider will not withhold individual user credentials to systems or applications.
Third-Party Global Admin Credentials (e.g., Microsoft tenant credentials) (“Client Credentials”): While it is providing services, Provider will not release Client Credentials to Client or to any third party for any reason without a signed release acceptable to Provider. Upon termination, if Client has paid any and all required fees, including but not limited to, termination fees, remaining third-party service fees, and off-boarding fees, Provider will then release Client Credentials to Client.
Third-Party Service Provider Credentials (“Provider Credentials”): In many instances, Provider licenses third-party tools and applications in order to assist with the provision of services to Client. Provider’s Credentials for these tools (e.g., Duo, Kaseya, Sentinel One, Connectwise, etc.) will never be released to Client for any reason.

Additional Client Obligations

Hardware Equipment
Client equipment must be maintained under a manufacturer’s warranty or a current maintenance contract. Provider is not responsible for client equipment that is not maintained under a manufacturer’s warranty or maintenance contract or that is otherwise out of order. All Service Fees assume equipment is under a manufacturer’s warranty or maintenance contracts. Provider in its reasonable opinion and supported by manufacturer information, may designate certain equipment as obsolete or defective, and therefore exclude it from coverage under this Agreement.

Minor On-Site Tasks
Provider may occasionally ask Client to perform simple on-site tasks (e.g., powering down and rebooting a computer). Client agrees to cooperate with all reasonable requests.

Server Upgrades or Repair
Provider will authorize all server upgrades or repairs. Client agrees not to perform any of these actions without notifying us.

Software Media
Client shall obtain and supply all necessary software media with installation keys (if any) upon request. Except for any software provided by Provider in connection with the Services, Client is solely responsible for obtaining all required software licenses, including all client access licenses, if any, for the software products installed on your computers.

Security and Regulatory Recommendations
Although it is under no obligation to do so, from time to time, Provider may make recommendations regarding regulatory compliance, safety and security related to Client’s network and practices (e.g., multi-factored authentication). If Client fails to adopt or implement the recommended protocols, Client is responsible for any and all damages related to regulatory, security, privacy, or data protection, including but not limited to fines, data breach notification, malware or ransomware costs, restoration, forensic investigation, restoring backups, or any other costs or damages related to Client’s refusal to implement the recommended protocols.

Network Change Coordination

Significant Changes to Client’s Network
Client will notify Provider via email of all significant proposed network changes and will provide us with a reasonable opportunity to comment and follow-up regarding those proposed changes.

Research Regarding Network Changes
Evaluation of network change requests sometimes will require significant research, design, and testing by Provider. These types of requests are not covered by this Service Attachment and will be billed at Provider’s then-current rates for time and materials.

Suitability of Existing Environment

Minimum Standards Required for Services
Client represents, warrants and agrees that its existing environment meets the following requirements or will obtain upgrades to its existing environment to meet the following requirements (“Minimum Standards”):

All servers must be running a supported version of the operating system with all of the latest recommended patches and updates installed.
All desktop PC’s and notebooks/laptops must be running a supported version of the operating system with all of the latest recommended patches and updates installed.
All server and desktop software must be genuine, licensed and vendor-supported. Provider must have exclusive administrative credentials to Client’s network.
The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.
There must be an outside static IP address assigned to a network device, allowing secure VPN access.
Healthcare Clients: MS Active Directory, or other identity-management system; PCI-DSS (credit card); Segregated payment network; Segregated wireless network from payment network.

All costs required to bring Client’s environment up to these minimum standards are not included in this Service Attachment. If Client’s environment fails to satisfy the above requirements at any time during the Service term, Provider may suspend further delivery of the Services and/or terminate this Service Attachment upon five (5) business days’ advance, written notice.

Exclusions

Provider is not responsible for failures to provide Services that are caused by the existence of any of the following conditions:

Expired Manufacturer Warranty or Support: Parts, equipment or software not covered by a current vendor/manufacturer warranty or support.
Alterations and Modifications not authorized by Provider: Any repairs made necessary by the alteration or modification of equipment other than that authorized by Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Provider.
Hardware or Software Malfunction: Any time there is a defect or malfunction in any hardware or software not caused by Provider that adversely affects Provider’s ability to perform the Services.
Client Resource Problems: Any time a problem occurs resulting from a Client resource that are not under Provider’s management or control.
Network Changes: Any changes Client may have made to the networking environment that were not communicated to or approved by Provider.
Task Reprioritization: Any problems or failures related to a prioritization or reprioritization of tasks by Client.
Force Majeure: Any problems resulting from a Force Majeure Event as described in the Master Services Agreement.
Client Actions: Any problem resulting from Client actions or inactions.
Client Responsibilities: Any problems resulting from Client’s failure to fulfill any responsibilities or obligations under the relevant Agreements.
Internet Connectivity Loss: Any loss of internet connectivity that occurs at Client locations for any reason.
Software Maintenance: Any maintenance of applications software packages, whether acquired from Provider or any other source.
Remote Computers: Home or remote computers that are not covered under the relevant Agreements.

Provider is not responsible for failure to provide Services that occur during any period of time in which any of the following conditions exist:

Problem Ticket Management: The time interval between the initial occurrence of a desktop malfunction or other issue affecting functionality and the time Client reports the desktop malfunction or issue to Provider.
Power Supply Malfunction: Instances where the battery, electricity, power-protective equipment or uninterruptable power supply (UPS) malfunctions and renders Provider unable to connect to the network or troubleshoot the device in question.
Third-Party Criminal Activity: Provider is not responsible for criminal acts of third parties, including but not limited to hackers, phishers, crypto-locker, and any network environment subject to ransom. Client agrees to pay ransom or hold provider harmless for any activity effecting network security on your environment related to third-party criminal activity. Any costs or fees to rebuild or service machines are provided and sold separately by Provider.
Malware: Provider is not responsible for any harm that may be caused by Client’s access to third party application programming interfaces or the execution or transmission of malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, malware, viruses and similar mechanisms. Any costs or fees to rebuild or service machines are provided and sold separately by Provider.

The following list of items are excluded from the scope of included Services, and may incur additional charges or require a separate billable project:

Software Maintenance: Unusual work that results from a failed software patch or update that results in an interruption in Client’s business, with the exception of Microsoft Windows updates and patches.
Programming Modifications: Any programming (modification of software code) and program (software) maintenance occurs.
Training: Any training service of any kind, unless otherwise agreed to in an Order.
Software and Web Development: Any Services requiring software and web development work.
Remote Computers: Unless otherwise specified in an Order, home or remote computers that are not covered under the Agreement.
Replacement Software: Implementation of new or replacement software.
Relocation / Satellite Office: Office relocation/satellite office setup.
Equipment Refresh: Any non-workstation equipment refreshes.

The following list of items are costs that are considered separate from the Service pricing:

Costs Outside Scope of the Service: 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 third-party vendor or manufacturer support or incident fees of any kind.
The cost of additional facilities, equipment, replacement parts, software or service contract.

The following is a list of Services Provider does not perform:

Printer Hardware Repair: Printer hardware repair or maintenance work.
Third-party Vendor Disputes: The management or involvement with disputes or charges with any third-party vendor, other than issues relating to the technical services.

Right to Act as Agent and Site Preparation

Client designates Provider to act as agent for Client in ordering necessary services or entering trouble tickets from phone service carriers and internet access providers, whenever applicable.

Client agrees to (a) furnish and install all conduit, raceway or low smoke cable and to create all holes and wireways through concrete, plaster, metal floors, walls or ceilings which may be required for the installation of the Equipment, (b) provide all commercial AC power circuits required for the operation of the Equipment, (c) pay for all electrical current necessary for the operation of the Equipment and (d) provide a suitable space for the operation of the Equipment consistent with the recommendations of the manufacturer, including, but not limited to, providing a dry and dust-free environment.

Provider shall have no duty, responsibility or obligation to make any structural alterations or adjustments to the premises to install the Equipment. Client shall provide Provider with reasonable access to the premises during Provider’s working hours and shall furnish elevator service when necessary as well as heat, light, sanitary facilities, electrical power and protection of the Equipment from theft during installation.