Managed Services Agreement
1. DEFINITION OF AGREEMENT
A. The Client is engaging Rapid Tech LLC., located at 11703 224th Ave, Bristol, WI 53104, as an independent contractor for the specific purpose of providing Information Technology (IT) Support and Consulting Services.
B. The Client and Rapid Tech LLC. agree to a MONTHLY FLAT RATE arrangement, wherein Rapid Tech LLC. will provide services as outlined in this agreement and as set forth in sales estimates/quotations. These services will be provided based on the availability of products and personnel.
C. In compensation for those services, The Client will pay a MONTHLY FLAT RATE.
2. DEFINITION OF RAPID TECH LLC. SERVICES
Rapid Tech LLC. shall provide Client with IT support, network administration, and technology consultation services for its computer infrastructure systems. Rapid Tech LLC.’s goal is to provide professional, well managed, cost effective support compatible with the Client’s business and productivity goals. Based on analysis and understanding of client environment and needs, our recommended Managed Services include (but are not limited to) the following:
A. NETWORK ADMINISTRATION
Maintaining the working health and operational performance of existing network infrastructure.
- Implements and maintains live monitoring of all network events from servers, workstations, and network hardware.
- Development of standards for network environment.
- Maintains documentation with full 24/7 access for approved staff.
- Quarterly network administration audit for Technology Steering Plan.
B. VIRTUAL CHIEF INFORMATION OFFFICER (VCIO)
- Ongoing examination of network operational performance for recommendations.
- Consultation on technical and operational growth, development, improvement, relocation, etc.
- Short and long-term management of IT budget and project coordination.
- Hardware, software, license lifecycle and budget.
- Quarterly review of Technology Steering Plan.
- Scheduling and coordination of projects and training programs.
C. HELP DESK SUPPORT
- Access to the Rapid Tech LLC. service desk to open service tickets for the resolution of reactive service issues.
- Coordinates directly with staff and third party vendors for resolution of reactive service issues.
- Reviews all service related alerts including backups, security, ISP and other network events.
- Monthly server and workstation Windows software patching.
- Training and awareness programs.
D. BUNDLED LICENSING
- Rapid Tech’s endpoint support and monitoring tool.
- Network monitoring and real-time network mapping.
- SOC 2-compliant documentation platform.
- Antivirus and malware protection software.
- Email gateway security and spam filter.
3. DEFINITION OF PROFESSIONAL SERVICES BEYOND THIS AGREEMENT
A. Services beyond the scope of this Managed Services plan can be provided at additional project or hourly rates. No work will commence until estimate is approved by the Client. Examples of such services include, but are not limited to:
- On-site support.
- New equipment purchases and installs
- New office relocation
- Unsupported by vendor third party software
- New third party software installs/deployment
- ISP migrations to new vendor
4. DEFINITION OF RATE CALCULATION AND MINIMUM MONTHLY RATE
A. The monthly rate is based upon the number of Client employees.
B. The current number of employees identified for the Client is listed in the agreement.
C. Should the client add additional employees during the term of this contract, the total rate will be amended to reflect the new employee applicable to the next following monthly invoice.
E. Should the client decrease the number of employees during the term of this contract, the total rate will be amended to reflect the removed employee applicable to the next following monthly invoice.
F. Regardless of the number of employees the monthly rate will never be less than a minimum of $500.00 per month.
5. DEFINITION OF ADDITIONAL HOURLY RATES, SERVICE PERIODS, AND SERVICE CATEGORIES
A. HOURLY RATES FOR CONTRACT CLIENTS
Normal Business Hours $125
After Hours/Scheduled $150
After Hours/Emergency $175
B. SERVICE PERIOD AND CATEGORY DEFINITIONS:
Normal Business Hours – Monday through Friday, 9:00 AM – 5:00 PM CST (except holidays, see Appendix A for definition).
After Hours – All other times outside of normal business hours.
Scheduled Services – Requires 1 business day advance notice.
Emergency Services – Services provided with less than 1 business day advance notice.
C. DEFINITION OF RESPONSE TIMES:
Service Request = Within 60 minutes
Emergency Request = Prioritized based on events/business stopping/etc.
Onsite Emergency Request = Within 4 hours
D. ON-SITE SERVICE FEE: A $75 service fee applies to all on-site visits inside the service area for services rendered that are NOT a part of a monthly flat rate service arrangement. Service area is defined as 75 miles from Bristol WI. Outside the service area will be quoted on a case by case basis.
6. BILLING PROCEDURES AND PAYMENT POLICIES
A. PROCESS: Rapid Tech LLC. will bill for time and services rendered on a monthly basis. We bill in arrears. Invoices are sent on the thirty first of every month for services rendered during the previous month. If the thirty first does not exist it will be the last day of the month.
B. PAYMENT TERMS: Payment is requested within 21 days of invoice receipt. No payment made to Rapid Tech LLC. shall be considered refundable for any reason. Deposits on equipment/software purchases shall be refundable if such equipment/software is found to be unavailable subsequent to ordering.
C. CONTRACT STATUS: Contracts that are paid in full based on the billing arrangements outlined in this contract are considered active. Contracts that remain unpaid for over 60 days are considered inactive and are placed on hold status until paid in full. Rapid Tech LLC. shall not be required to perform any work while the hold status exists. In the event that a contract is on hold for more than 90 days, Rapid Tech LLC. has the right to cancel this contract.
D. BILLING DISPUTES: Client agrees to notify Rapid Tech LLC., in writing, within 30 days of the invoice date, of any invoice errors or for any requests for credits of any kind and for any reason. After this 30-day period, Rapid Tech LLC. will not be liable for any service or billing disputes; our invoice will be considered final and client will be responsible for all invoices.
E. COLLECTION: In the event that Rapid Tech LLC. places any past due invoices in the hands of an attorney or collection agency for collection, Client will reimburse Rapid Tech LLC. for costs of collection, including, but not limited to attorney’s fees, court costs and collection agents’ fees. In the event of suit to enforce the rights under any agreement, Client agrees that venue for such suit will lie exclusively in a court in Kenosha (WI) county. Interest on any unpaid balance 30 days past due shall accrue at the rate if 1 ½% per month until paid in full.
7. WORKING RELATIONSHIP
A. AUTHORIZATION OF ACCESS: The client hereby authorizes Rapid Tech LLC. any and all reasonable access to all systems, equipment, software, servers, etc. and any related information involved that is deemed necessary in the pursuit of providing its IT support and consultation services. Rapid Tech LLC. shall hold confidential and private any and all such information obtained. Rapid Tech LLC. will report any breaches of data in a reasonable time frame.
B. CONFIDENTIAL AND PROPRIETARY INFORMATION: Rapid Tech LLC. acknowledges that Proprietary Information is a special, valuable and unique asset of the Client, and agrees at all times during the term of this Agreement and hereafter to keep in confidence all Proprietary Information. “Proprietary Information” refers to any and all information of a confidential, proprietary, or secret nature which is, or may be either applicable to, or related in any way to the business, present or future, of the Client.
C. SOLICITING EMPLOYEES OR REPRESENTATIVES: Rapid Tech LLC. and the Client agree not to employ, engage the services of, or solicit any employee or representative of each other’s business during the term of this agreement or for one year thereafter. Penalty for a breach of this shall be fifty percent (50%) of the hired employee’s annual salary, paid prior to the employee’s start date.
D. SERVICE REQUESTS: Client will define and designate appropriate parties with authority to make technology service or project service requests. Rapid Tech LLC. assumes that the person making the technology service request on behalf of the client is approved to do so. Therefore, once a technology service request is initiated the request is considered billable against the applicable service arrangement. Requests involving purchases must be made by a designated person of authority. Project service requests must be made by a designated person of responsibility.
E. PURCHASING – In the event that Rapid Tech LLC. is asked to provide/purchase equipment, hardware, software, etc., the specific purchases will be identified and estimated prior to purchase. Approved estimates will be invoiced and payment for all such items over the amount of $1,000.00 shall be made by the Client to Rapid Tech LLC. in full prior to purchase and delivery.
F. SERVICE AND AGREEMENT TERMINATION: Rapid Tech LLC. or Client has the right to terminate all services and/or agreements, within 30 days written notice, for any reason. If at any time the Client is not fully satisfied with the services or performance of Rapid Tech LLC., the client may notify Rapid Tech LLC. in writing that Rapid Tech LLC.’s services are no longer required and provide a minimum of 30 days notice. In the event Rapid Tech LLC. feels it can no longer serve the Client’s requirements, Rapid Tech LLC. will notify the Client in writing and provide a minimum of 30 days notice.
8. WARRANTIES AND LIABILITY
A. WARRANTIES ON EQUIPMENT OR SOFTWARE SOLD: Rapid Tech LLC. does not manufacture any of the equipment or software purchased in conjunction with Rapid Tech LLC.’s services. Rapid Tech LLC., acts as a reseller and transfers the manufacturers’ warranties of the products and software sold to the Client. Therefore, the Client and Rapid Tech LLC. agree that Rapid Tech LLC. makes no guarantees, warranties or any representations and will not be held responsible for any hardware or software problems or defects due to the manufacturer.
B. LIMITATION OF LIABILITY: In no event will Rapid Tech LLC. have any liability for any special, indirect, or consequential damages including, without limitation, damages for lost profits, loss of data, or costs of procurement of substitute goods or services, arising in any way out of our scope of work under any cause of action, whether or not Rapid Tech LLC. has been advised of the possibility of such damages. Rapid Tech LLC. is not liable for delays in delivery and/or non-delivery for any reason whatsoever.
9. AGREEMENT SPECIFICATIONS
A. ENTIRE AGREEMENT AND CONTRACT ALIGNMENT: This Agreement contains the entire Agreement between the parties. The Agreement serves as a master agreement between the Client and Rapid Tech LLC. In the event that the Client has multiple active service arrangements, the terms and conditions of that contract will precede the terms of this document. If that contract is silent regarding a specific term or condition then then this agreement will apply. This Agreement is governed by the laws of the State of Wisconsin, without giving effect to conflicts of law rules.
B. TERM: The term of this agreement is one year and will automatically renew unless written notice to terminate is provided not less than 30 days prior to the renewal date. Rapid Tech LLC. has the right to modify the rates and terms within this agreement but will provide 30 days prior notice to the Client before such modifications.
By signing the agreement, the parties agree to the terms and conditions of this Managed Services Agreement and that they are the president, owner, or designated officer of the company.