Service Definitions

THIS MANAGED INFORMATION TECHNOLOGY AND CYBERSECURITY SERVICE AGREEMENT (the "Agreement") BETWEEN:

Name of company and mailing address from the associated and accepted quotation from Monreal IT to the Client. (the "Client")

- AND -

MONREAL CONSULTING CORPORATION, DBA MONREAL IT, an Ohio corporation, having its principal place of business at30432 EUCLID AVENUE, SUITE 210, WICKLIFFE, OHIO 44092

(“Monreal IT”).

This MANAGED INFORMATION TECHNOLOGY AND CYBERSECURITY SERVICES AGREEMENT is considered an Exhibit of MASTER SERVICES AGREEEMENT located at: https://www.monrealit.com/master-service-agreement-msa.

WITNESSETH:

WHEREAS, Client desires to engage the services of Monreal IT with regard to managed information technology and cybersecurity services; and

WHEREAS, Monreal IT has agreed to be retained by Client to provide such managed information technology and cybersecurity services (the “Services”), in exchange for compensation and fees, as more particularly set forth in and incorporated herein by reference (the “Compensation”) upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, it is mutually agreed as follows:

Services
1. Client hereby retains Monreal IT, and Monreal IT hereby agrees to perform and render for Client the managed information technology & cybersecurity services as more specifically set forth in the products section of this agreement and incorporated herein (“Services”).
Effective Date
1. The services provided under this agreement shall commence on date of this agreement's execution.
Term
1. The term of this agreement is 36 months from the Effective Date. Thereafter, month to month indefinitely.
Compensation
1. Compensation and details about the products and services being offered may be found in the products section of the associated quotation.
Termination
1. The Parties agree that this section (5 Termination) of this Agreement supersedes and where applicable replaces the Term of Agreement provision (2. b.) identified in the MASTER SERVICES AGREEEMENT signed by the Client and Monreal IT.
2. Monreal IT may terminate this Agreement upon written notice to Client in the event any one of the following occurs:
  1. Client fails to make any payment to Monreal IT as required hereunder, and such failure is not cured by Client within thirty (30) days from the date such payment was due;
  2. Client becomes insolvent, executes an assignment for the benefit of creditors or has a receiver or trustee appointed, which appointment is not vacated within thirty (30) days or files or causes to be filed a petition in bankruptcy which is not vacated within thirty (30) days from the date of such filing; or
  3. Monreal IT is unable to perform the Services due to force majeure, or due to Client's failure to cooperate with Monreal IT when such cooperation is necessary to fully perform the Services.
3. Any termination, by Monreal IT, hereunder shall be effective on the date the notice of termination is mailed, United States certified mail, return receipt requested or delivered in person to Client. In the event of any default in the performance of the obligations of Client under the terms of this Agreement, Client will be required to pay any legal costs incurred by Monreal IT to enforce any provision of this Agreement, including reasonable attorney fees, in addition to any other relief to which Monreal IT may be entitled.
4. Client may terminate this Agreement with 60 days prior notice via written notice to Monreal IT in the event any one of the following occurs:
  1. Monreal IT fails to deliver managed information technology and cybersecurity services to Client as required hereunder and such failure is not cured by Monreal IT within sixty (60) days from the date such failure of service occurred;
  2. Client is not satisfied with Monreal IT managed information and cybersecurity services for any reason, after a period of no less than thirty-six (36) months from the Effective Date.
5. Client-Initiated Termination with Early Termination Fee
  1. Client may terminate this Agreement at any time with ninety (90) days prior written notice to Monreal IT. However, if such termination notice results in the Agreement ending within the first twelve (12) months from the Effective Date, an Early Termination Fee shall apply.
  2. The Early Termination Fee shall be calculated as follows:
    1. The applicable Onboarding and Assessment Work Effort value (either Onboarding and Assessment Work Effort Ten or Less Combined Users Value or Onboarding and Assessment Work Effort Greater Than Ten Combined Users Value, depending on the Client’s Combined Users count) shall be divided into twelve (12) equal parts.
    2. The full amount shall be considered applicable in Month 1, and shall decrease by one-twelfth (1/12) each subsequent month.
    3. Month 1 shall be defined as the same calendar day of the following month as the Effective Date of this Agreement.
6. Offboarding Services and Fees
  1. Offboarding Services Fee.
    1. Upon termination or expiration of this Agreement for any reason, Client shall pay an Offboarding Services Fee to Monreal IT. The Offboarding Services Fee shall be calculated as the total number of Users covered under this Agreement at the time of termination multiplied by the then‑current monthly service rate for Knowledge Worker Users and Common‑Use Devices, as those services are customarily invoiced to Client on a recurring monthly basis.
  2. Minimum Offboarding Fee.
    1. Notwithstanding the foregoing, the Offboarding Services Fee shall not be less than Three Thousand Five Hundred Dollars ($3,500.00).
  3. Payment Timing and Condition Precedent.
    1. The Offboarding Services Fee shall be due and payable in full prior to Monreal IT transferring administrative access, credentials, documentation, data, or system control to Client or any third party designated by Client.
  4. Scope Limitation After Offboarding.
    1. Upon completion of the offboarding process, Monreal IT shall have no obligation to provide additional assistance, support, consultation, or clarification services unless expressly agreed to in writing and billed at Monreal IT’s then‑current hourly rates.
Confidentiality
1. Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" means any and all information, whether written, oral, or in any other form, that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") and is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial data, customer lists, trade secrets, technical information, and any other proprietary information.
2. Obligations of Confidentiality: The Receiving Party agrees to:
  1. Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
  2. Use the Confidential Information solely for the purpose of performing its obligations under this Agreement.
  3. Take all reasonable measures to protect the confidentiality of the Confidential Information, which shall be no less than the measures it uses to protect its own confidential information.
3. Exclusions: Confidential Information does not include information that:
  1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
  2. Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
  3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  4. Is disclosed with the prior written consent of the Disclosing Party.
4. Return or Destruction of Confidential Information: Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so.
5. Legal Obligations: If the Receiving Party is required by law to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.
Service Scope
1. The following Services are covered by this Agreement.
  1. All services outlined in the products section of the associated quotation.
General Definitions
1. Onboarding and Assessment: A fee charged to the Client for the setup of software and hardware necessary for Monreal IT to manage the environment to security and IT industry standards and best practices. This includes inventorying all assets and patching all patchable assets to the current standard. It also includes assessing the current state of the existing environment against the Monreal IT Standard.
2. Monreal IT Standard: A benchmark based on industry standards and best practices, informed by Monreal IT’s decades of IT and cybersecurity experience.
3. Knowledge Worker: A managed services unit designated to a named user who is the primary user of the machine 95% or more of the time.
4. Common Use PC: A managed services unit designated to a specific PC that may have multiple primary users, none of whom utilize the PC more than 95% of the time.
5. Combined Users: The total number of Knowledge Worker Users and Common Use PCs.
6. Discount on Onboarding and Assessment: The amount discounted against the standard onboarding and assessment fee based on the number of Knowledge Workers and Common Use PCs.
7. Onboarding and Assessment Work Effort: The total effort associated with onboarding and assessing a Client’s environment.
8. Onboarding and Assessment Work Effort Ten or Less Combined Users Value: The onboarding fee listed in the quote for environments with ten (10) or fewer Combined Users. For example, a $3,000 onboarding item listed in the quote would equal $3,000.
9. Onboarding and Assessment Work Effort Greater Than Ten Combined Users Value: The onboarding fee listed in the quote for environments with more than ten (10) Combined Users, multiplied by 1.5. For example, a $4,500 onboarding item listed in the quote would equal $6,750.
Service Definitions
1. Help Desk Support
  1. Help Desk is defined as end user support with issues including but not limited to: PC, Printer, Permissions, Data Access, and File Restoration
  2. Help Desk support is provided via telephone and client remote control session.
2. Onsite Support
  1. Onsite support, where available, will be provided when all remote measures have been exhausted.
3. Project Management Support
  1. Project Management Support is provided remotely as needed in connection with the effort necessary to manage a project to successful completion.
4. Infrastructure Services Support
  1. Infrastructure Service Support is defined as Server, and Network support for project based or advanced troubleshooting support.
  2. Infrastructure Services Support is provided remotely or onsite as needed in response to Helpdesk Support escalation, Desktop Support escalation, product installation and configuration, standard support and maintenance, as well as Infrastructure Services outage response.
5. Security Services Support
  1. Security Service Support is defined as Firewall, Next Generation Firewall (NGFW), Secure Access Service Edge (SASE), End Point Detection and Response (EDR), Managed Detection and Response (MDR), Detection and Response (XDR), Client Access Security Broker (CASB), Multi-Factor Authentication (MFA), Endpoint Protection (EPP), Antivirus (AV), Security Information and Event Management (SIEM), Security Operations Center (SOC), and anything else that is generally considered a security product or service as an industry standard.
  2. Security Services Support is provided remotely or onsite as needed in response to Helpdesk Support escalation, Desktop Support escalation, product installation and configuration, standard support and maintenance, as well as Infrastructure Services outage response.
Service Level Agreement Definitions
1. Priority
  1. High Priority – Issues that impact critical business functions or cause service disruptions to groups of three or more employees.
  2. Medium Priority – Issues the impact non-critical business functions or cause service disruptions to groups of two or less employees.
  3. Low Priority – Issues that impact an individual employee and are non-critical in nature or issues that require scheduling with the employee(s) based on client designation of desire to schedule resolution.
2. Service Level Agreement (SLA) - Four (2) Hour Response
  1. Monreal will respond to issues as follows:
    1. High Priority – Ticket creation within one (1) hour and engineering engagement within two (2) hours.
    2. Medium Priority – Ticket creation within one (1) hour and engineering engagement within 24 hours.
    3. Low Priority – Ticket creation within one (1) hour and engineering engagement scheduled with employee with in forty-eight (48) hours.
3. Service Level Agreement (SLA) - Four (4) Hour Response
  1. Monreal will respond to issues as follows:
    1. High Priority – Ticket creation within one (1) hour and engineering engagement within four (4) hours.
    2. Medium Priority – Ticket creation within one (1) hour and engineering engagement within forty-eight (48) hours.
    3. Low Priority – Ticket creation within one (1) hour and engineering engagement scheduled with employee with in forty-eight (48) hours.
4. Service Level Agreement (SLA) – Next Business Day (NBD)
  1. Monreal will respond to issues as follows:
    1. High Priority – Ticket creation within one (1) hour and engineering engagement within twenty-four (24) hours Monday through Friday.
    2. Medium Priority – Ticket creation within one (1) hour and engineering engagement within forty-eight 48 hours Monday through Friday.
    3. Low Priority – Ticket creation within one (1) hour and engineering engagement scheduled with employee with in seventy-two (72) hours Monday through Friday.
Device Definitions
1. Network Device – Any device that has an IP address and/or transfers data across the network.
2. Peripheral Device – Any device that attaches to a Network Device but does not have a separate IP address and can not transmit data on its own across the network.
Additional Client Responsibilities
1. The following are the minimum client requirements necessary for Monreal IT to provide the Client with reliable MITCSA and to meet the SLAs defined in the service level agreement definitions section of this document and referenced in the product section of this agreement.
2. Licensing and Support
  1. Client agrees to have current licensing and current vendor support contracts for all hardware and software network wide, including but not limited to: Wide Area Network (WAN), Software Defined WAN (SDWAN), Local Area Network (LAN), Metropolitan Area Network (MAN), Campus Area Network (CAN), and all Cloud Solutions. This requirement applies to all network devices.
  2. Any and all software identified as being invalid or illegitimate will void all support to the specific network device identified and any portions of the information technology environment that said device may affect.
Monreal IT Requirement
1. Monreal IT responsibilities and/or requirements in support of this Agreement include:
  1. Meeting response times associated with service definitions and service level agreement definitions as defined in this agreement.
  2. Appropriate notification to Client for all scheduled maintenance and scheduled service outages.
  3. Reasonable up time and maintenance of the Client network environment.
Service Assumptions
1. The proposed price and schedule are based on the approach, scope of work, and assumptions contained in this Agreement. Monreal IT’s assumptions enable us to communicate the basis of our approach, work estimate, and delivery schedule. These assumptions provide a foundation for building mutual understanding, common expectations, and teamwork to achieve a successful engagement.
2. Monreal IT assumes:
  1. Client network devices and software are under hardware warranty and support contract through the appropriate manufacturer(s)
  2. Client network devices and software are properly licensed and under support contract through the appropriate manufacturer(s)
  3. Security restrictions and/or time restrictions will be reasonable as required by the business and will be mutually agreed upon by both Client and Monreal IT
  4. Monreal IT is not responsible for any material inaccuracies or material non-completeness of information provided by Client.
3. Any and all software and hardware identified as being invalid or illegitimate will void all support to that network device and any portions of the information technology environment that said network device may affect.
Service Exceptions
1. Services provided under this agreement do not include:
  1. Any service or repair made by the Client without the mutual agreement of Monreal IT
  2. Such action will void the Service Level Agreement for said network device; this includes any alterations, software installations, etc.
  3. Installation and support of any network device purchased without the knowledge of Monreal IT.
  4. Installation and support of any network device purchased and not mutually agreed upon by Monreal IT and Client in advance of the purchase.
  5. Additional resources needed to alleviate Client changed programming or programs that disrupt a network device.
  6. Failure due to Acts of Nature, building modifications, or other adverse environmental conditions.
  7. Parts, equipment, or software not covered by vendor or manufacturer warranty and/or support.
  8. Training sessions to onsite staff, otherwise negotiated in another engagement outside of this agreement.
  9. Power management of end user or peripheral devices.
  10. The cost of:
    1. Any hardware, parts, equipment, or shipping charges.
    2. Software, licensing, or software renewal or upgrade fees.
    3. 3rd party vendor or manufacturer support or incident fees.
    4. Bringing the Client’s environment up to a minimum standard required for successful MITCSA.
  11. Any service not specifically mentioned in this agreement
Service Management
1. Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
2. Service Availability is defined in the products section of the associated quotation.