InfiNet Services

TERMS & CONDITIONS FOR MANAGED SERVICES AGREEMENT

Managed Service Agreement

PERIOD OF SERVICE

This Agreement shall be effective as of the date of this Agreement, execution by CLIENT unless sooner terminated in accordance with the terms hereof, and shall be for the term chosen by the client twelve (12) months, twenty four (24) months or thirty six (36) months. CLIENT and Infinet Services reserve the right to review this agreement quarterly.

CONTINUANCE / AUTOMATIC RENEWAL

This Agreement shall renew automatically at the end of the prior Agreement term for a period of twelve months (12) unless Infinet Services or the CLIENT affirmatively terminates it in accordance with the conditions set forth in this Agreement.

SCOPE OF NETWORK SUPPORT AGREEMENT

This Agreement is designed to provide the CLIENT with centralized, proactive monitoring and professional network support services for all locations, critical devices and software applications.

CONDITIONS OF SERVICE

The CLIENT Network is eligible for participation in Infinet Services as outlined in this Agreement provided it is in good condition and Infinet Services serviceability requirements and site environmental conditions are met:

CLIENT shall provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, and long-distance telephone access for use by Infinet Services representatives.

Infinet Services representatives shall have and the CLIENT shall provide full access to the Network in order to effect the necessary monitoring and/or supplemental services.

Infinet Services reserves the right to suspend or terminate this Agreement if in its sole discretion, conditions at the service site pose a health or safety threat to any of Infinet Services representatives.

Infinet Services reserves the right to inspect the Network upon the commencement of the term of this agreement for the purpose of creating a diagram of the Network and/or conducting a diagnostic test of the Network.

It is the responsibility of the CLIENT to promptly notify Infinet Services of any events/incidents that could impact the services defined within this agreement and/or any supplemental service needs.

Infinet Services shall provide services as defined in this agreement during business hours, unless otherwise specified, and in accordance with Infinet Services Network policies then in effect.

CLIENT agrees that it will inform Infinet Services of any modification, installation, or service performed on the Network by individuals not employed by Infinet Services in order to assist Infinet Services in providing an efficient and effective Network support response.

Only representatives authorized by Infinet Services will be eligible to access and service CLIENT network. Any unauthorized access or service conducted on the network without the explicit consent of Infinet Services which results in negative network performance will not be covered by the monthly plan fee as documented in the accepted quote of the service agreement, and will be billed according to Infinet Services labor rates .

Infinet Services shall be obligated to provide service only at the Service Site(s) as outlined in the Service Agreement. If the CLIENT desires to relocate, add or remove locations, the CLIENT shall give appropriate notice to Infinet Services of its intention to relocate sixty (60) days in advance. Infinet Services reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by the CLIENT. Such right includes the right to refuse service to the CLIENT at the relocation and/or new site.

SERVICE LIMITATIONS

In addition to other limitations and conditions set forth in this Agreement, the following service and support limitations are expressed:

Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of this agreement. Infinet Services will provide consultative specification, sourcing guidance and/or Time and Material/Project offerings.

Any unauthorized changes made to the network without Infinet Services written consent which causes issues or failures to the Network, are beyond the responsibility of Infinet Services and the CLIENT will be billed the full cost to restore the network to its original state.

Except as otherwise stated in the Service Agreement of this agreement all Server, Network Device and Software upgrades are outside the scope of this agreement.

Manufacturer warranty parts and labor/services are outside the scope of this agreement.

Periodic reboots for such devices as firewalls, routers, and servers are required to apply/activate critical update patches and configuration changes. Infinet Services support services within this agreement are predicated upon the CLIENT’S support and commitment to providing time/scheduling for network device reboots with its staff and/or users support.

Application software support is limited to the manufacturer’s products.

Printer maintenance support is limited to non-warranty servicing of printer products.

Virus mitigation within the scope of this agreement is predicated on CLIENT satisfying recommended backup schemes and having appropriate Anti-Virus Software with current updates.

Restoration of lost data caused by systems/hardware failure is outside the scope of this agreement, unless otherwise stated in the Service Agreement.

This agreement and support services herein are contingent on CLIENT’S permission of Infinet Services having secure remote access into CLIENT’S network (e.g. VPN, Citrix/AccessIT, Telnet, SSH, RAS or other solution expressly approved by Infinet Services). Depending on the remote access solution used, additional charges may apply to the contract.

Force Majeure: Infinet Services shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shutdown of the Network and related Network Systems/Services.

Support services required or requested outside the scope of this agreement may not be exchanged for days or services within this agreement. Out of scope support services are available and will be provided on either a Time and Material, or Project basis.

EQUIPMENT COVERED

For purposes of this Agreement, the Network shall include all locations and critical devices as outlined in the Service Agreement.

Any additional critical devices added to the network without the consent or acknowledgement of Infinet Services will not be honored or supported by Infinet Services under this agreement.

Infinet Services reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as well as modify this Agreement (or any portion thereof) with a 30-day notice.

CLIENT will designate a managerial level representative to authorize all Network Support Services as outlined in this Agreement. Whenever possible, said representative shall be present whenever an Infinet Services service representative is on-site. It is the CLIENT’s responsibility to inform Infinet Services of any changes made to this representation thirty (30) days in advance.

PURCHASE PRICE

CLIENT is purchasing Infinet Services under this Agreement for the purchase price contained in the accepted quoted. Said purchase price shall be paid in monthly installments with the first installment due upon execution of this agreement. Each payment thereafter shall be due the first day of each calendar month. Services provided hereunder shall be assessed against this Account as provided herein.

CHARGES FOR SERVICE

Any supplemental services provided by Infinet Services which are outside the terms of this Agreement, shall be charged to CLIENT as an additional charge in accordance with the terms and conditions. Any additional billing charges will be invoiced at the end of each month, with payment expected within thirty (30) days, unless otherwise specified by Infinet Services.

CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, CLIENT shall promptly pay to Infinet Services an amount equal to any such taxes actually paid or required to be collected or paid by Infinet Services.

Infinet Services reserves the right to refuse or suspend service under this Agreement in the event CLIENT has failed to pay any invoice within thirty (30) days of said invoice date, whether it is an invoice for services provided under this Agreement or any other agreement between the parties.

WARRANTIES AND DISCLAIMERS

Infinet Services makes and the CLIENT receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall Infinet Services or any of its Directors, Employees or Other Representatives be for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.

The CLIENT shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is to function.

INDEMNIFICATION

CLIENT hereby agrees to indemnify and defend at its sole expense: Infinet Services, its employees, agents, representatives, directors and shareholders, from and against any and all claims arising out of or based upon CLIENT’S use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, CLIENT agrees to pay any judgment and costs associated with such claim.

OPT-OUT/TERMINATION

Infinet Services and/or CLIENT shall have the right to terminate this Agreement under any of the following conditions:

If one of the parties shall be declared insolvent or bankrupt.

If a petition is filed in any court and not dismissed in ninety days to declare one of the parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute

If a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties

If the CLIENT does not pay Infinet Services within thirty (30) days from receipt of Infinet Services invoice and/or otherwise materially breaches this Agreement.

If Infinet Services fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default, the CLIENT shall have the right to terminate this Agreement.

Either party may terminate this Agreement upon sixty days (60) written notice.

Upon termination, all hardware and software installed by Infinet Services that was required to conduct network support services are the property of Infinet Services and will be surrendered and returned to Infinet Services at end of the agreement.

REMEDIES

In the event that the CLIENT terminates this agreement due to a breach by the Service Provider the client shall be entitled to a refund of any monies extended in advance of the month or part thereof for which services by Infinet Services were last performed.

In the event CLIENT terminates this Agreement for any reason other than a breach of the terms herein,

CLIENT SHALL RESPONSIBLE TO PAY EARLY TERMINATION CHARGES.

Early Termination Charges: Charges that may be imposed by Infinet Services if, prior to the end of the applicable Service Term (a) Infinet Services terminates Services for cause or (b) CLIENT terminates any Service without cause. Termination Charges with respect to each Service terminated during the initial Service Term shall equal, in addition to all amounts payable by CLIENT, seventy percent (70%) of the remaining monthly fees that would have been payable by CLIENT under the applicable Service Agreement if the terminated Service(s) had been provided until the end of the initial Service Term, and one hundred percent (100%) of any amount paid by Infinet Services in connection with Hardware and Network Installation, for the Services provided by Infinet Services under such Service Agreement.

Any undisputed payment not made when due will be subject to a reasonable late charge not to exceed the highest rate allowed by law on the unpaid invoice. If Customer’s account is delinquent, Infinet Services may refer the account to a collection agency or attorney that may pursue collection of the past due amount and/or any Infinet Services equipment that CLIENT fails to return in accordance with the Agreement. If Infinet Services is required to use a collection agency or attorney to collect any amount owed by CLIENT or any unreturned Infinet Services equipment, CLIENT agrees to pay all reasonable costs of collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to Infinet Services under the Agreement or at law or in equity.

INDEPENDENT ENGAGEMENT / NON-HIRE

Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by any CLIENT during the course of engagement and for period of one (1) year thereafter. Your signature on this document confirms your organization’s agreement to adhere to this professional standard of conduct.

CLIENT acknowledges that Infinet Services is involved in a highly strategic and competitive business. CLIENT further acknowledges that CLIENT would gain substantial benefit and that Infinet Services would be deprived of such benefit, if CLIENT were to directly hire any personnel employed by Infinet Services Except as otherwise provided by law, CLIENT shall not, without the prior written consent of Infinet Services, solicit the employment of Infinet Services personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement.

CLIENT agrees that Infinet Services damages resulting from breach by CLIENT of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CLIENT violates this provision, CLIENT shall immediately pay Infinet Services an amount equal to 75% of employee’s total annual compensation, as liquidated damages and Infinet Services shall have the option to terminate this Agreement without further notice or liability to CLIENT. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs Infinet Services would incur to identify, recruit, hire and train suitable replacements for such personnel.

CONFIDENTIALITY

This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between CLIENT and Infinet Services. This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.

Infinet Services acknowledges that in the course of providing services to said CLIENT, Infinet Services may learn from CLIENT certain non-public personal and otherwise confidential information relating to said CLIENT, including its customers, consumers or employees. Infinet Services shall regard any and all information it receives which in any way relates or pertains to said CLIENT, including its customers, consumers or employees as confidential.

Infinet Services shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve CLIENT or as expressly and specifically permitted in writing by said CLIENT or as required by applicable law.

Said CLIENT acknowledges that it also has responsibility to keep records and information of its business, customers, consumers, and employees, confidential.

Said CLIENT also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by Infinet Services or which comes to its attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary to Infinet Services

This provision shall survive termination of this Agreement and any other agreements between CLIENT & Infinet Services

Infinet ServicesInfinet Services

GENERAL PROVISIONS

Sole Agreement: This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, may be amended only by a writing signed by each of the parties hereto.

Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which shall continue to be given full force and effect.

Captions: The captions of the paragraphs of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.

Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.

Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.

Governing Law: Notwithstanding the place where this Agreement may be executed by any party, this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of Georgia as applied to agreements among residents from any state to be entered into and performed entirely within the State of Georgia, and such laws shall govern all aspects of this Agreement. The parties agree to submit to the personal jurisdiction and venue of the state and federal courts in the State of Georgia, in the Judicial Circuit where Infinet Services has its principal office, for resolution of all disputes and causes of action arising out of this Agreement, and the parties hereby waive all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defense therein that such courts constitute an inconvenient forum.

Assignment: This Agreement and the rights and duties hereunder shall not be assignable by either party hereto except upon written consent of the other.

Attorneys’ Fees. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorneys’ fees.

Infinet Services shall not be responsible to CLIENT for loss of use of the Network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the Network other than those conducted by authorized representatives of Infinet Services.

Any additional critical devices or software applications added to the network without the consent or acknowledgement of Infinet Services will not be honored or supported by Infinet Services under this agreement.

As such, CLIENT is responsible for informing Infinet Services of changes to the number of devices within five (5) business days. The monthly pricing will be automatically updated with the addition of any new devices or software applications, and the Service Agreement will be updated to reflect the new suite of devices and software applications being covered under this Agreement.

CLIENT will designate a managerial level representative to authorize all Network Support Services. Whenever possible, said representative shall be present whenever a (Service Provider’s) service representative is on-site. It is the CLIENT’s responsibility to inform Infinet Services of any changes made to this representation thirty (30) days in advance.

Infinet Services.