Terms of service

Your electronic signature, per the Electronic Signature Actshall be considered an original signature and shall have the same force andeffect as an original signature. With your signature, you are also acceptingand agreeing to the agreement and attached proposal. A copy of the agreementand the attached proposal with your signature will be sent to your emailaddress to complete your order. If you have any questions or do not receive acopy, please feel free to contact us.

AGREEMENT

This AugmentIT Agreement (“Agreement”) is made and enteredinto as of the Plan Start Date “Effective Date”, between DivergeIT, Inc.(“DivergeIT”) and Customer (“Customer”). Under this agreement, DivergeIT willprovide the Customer with services as defined in this agreement and theAttachments.

TERM

This Agreement will remain in effect for the selected term,found in the term options of the proposal unless terminated or canceled asprovided in this Agreement. Thereafter, the Agreement shall automatically renewfor an additional term and on every anniversary of the additional term unlesseither party gives written notice of its intent not to renew at least thirty(30) days prior to the renewal date or the agreement is a Trial agreement.

Trial agreements automatically renew for an additional termevery ninety (90) days unless either party gives written notice of its intentnot to renew at least ninety (90) days before the non-renewal. Upon expirationof the 90 day notice period, the Trial agreement will be transitioned to anannual agreement on the anniversary of the start date.

WARNING:  Customer understands and acknowledgesthat if they do not renew and Customer has not made timely arrangements totransition off on the last day of this Agreement that there is a stronglikelihood that Customer will suffer an interruption of service and use oftheir computer and/or server and Customer waives any rights of remedy or causeof action against DivergeIT arising therefrom. DivergeIT will not provide suchservice or support on the day after the Agreement expires.

TERMINATION AND CANCELLATION

This Agreement and any work assignment in progress may beterminated by Customer at any time, upon thirty (30) days prior written noticeto DivergeIT; provided however, in the event of any such termination, Customershall pay to DivergeIT: (a) the fees for all Services outside the scope of theAgreement actually rendered up to and through the effective date of termination(the “Termination Date”), and (b) the remainder of its contract for the MonthlyServices. All of these sums shall become immediately due and payable on theTermination Date.

AUTHORIZED INDIVIDUALS

DivergeIT will select the most qualified engineer to performthe services under this Agreement. Customer shall have the right to reasonablyreject or request a change of the DivergeIT engineer selected to perform theservices under this Agreement.

PARKING

If parking is not validated, it will be billed directly toCustomer without mark-up.

EXPENSES

Customer shall be responsible for all out-of-pocket expenseswithout mark-up incurred by DivergeIT for the benefit of Customer (i.e.parking, tolls, airline flights, equipment for use by the Customer or other outof pocket expenses pre-approved by Customer).

PAYMENT OF CHARGES

Customer shall be initially invoiced for the First Month ofthe Monthly Contract Services and a Security Deposit. The Security Depositshall be the equivalent to one month of the Monthly Contract Services and maybe increased or decreased as needed to match the monthly rate for MonthlyContract Services. If, ninety (90) days after completion of the term of thisAgreement, there are no outstanding invoices owed by Customer to Company, theSecurity Deposit shall be returned to Customer. If there remains a balance dueto DivergeIT ninety (90) days after the termination of this Agreement, Companymay apply the Security Deposit toward payment of the balance due. MonthlyContract Services will be invoiced in advance on the first of each month withpayment due upon receipt. Services outside the scope of the Agreement will bebilled at the end of the month and are due upon receipt. If Customer requiresand approves additional services or programs from DivergeIT’s TechnologySolutions such additional services shall be added to Customer’s MonthlyContract Services. Examples of the schedule of fees for services that areoutside the scope of this Agreement are listed within this Agreement. Customershall be exempt from the initial Security Deposit if it enrolls in auto-pay,which will automatically process payment for the Monthly Contract Services. Anyadditional services outside the scope of Customer’s Monthly Contract Servicesshall be due on the date of the invoice.

MONTHLY FEE

The monthly fee is as stated under the selected Term Optionsand as indicated as Selected Recurring Payment. The monthly fee pursuant tothis Agreement is premised upon many contributing factors including but notlimited to total employees supported, total devices supported and total hoursof support. As these variables increase in size there will be a commensurateincrease in time, materials, and labor and therefore an increase in the feewill become necessary. Unless Customer chooses the multiyear term option withDivergeIT, which includes a rate lock, the Agreement will be reviewed annuallyand is subject to a 5% annual increase in monthly support services costsdepending on the aforementioned contributing factors. Unless otherwiseidentified or directed by Customer, DivergeIT shall submit all invoices toCustomer at the address noted in the introductory paragraph of this Agreement.

REPRESENTATIONS AND WARRANTIES

Each party hereto represents and warrants to the other partythat: (a) it has the power and authority to execute, deliver and perform thisAgreement in accordance with its terms; (b) the authorization, execution,delivery and performance of this Agreement in accordance with its terms and theconsummation of the transactions contemplated herein, have been duly authorizedby all requisite corporate action on the part of the said party, and do not andwill not violate any provision of law or constitute a default under anyagreement or other instrument by which such party is bound; and (c) thisAgreement, when executed by the undersigned on behalf of the respectiveparties, shall constitute a valid and legally binding obligation of theparties, enforceable in accordance with its terms. DivergeIT will perform underCustomer’s direction in accordance with Customer’s general and reasonablestandards and practices. DivergeIT provides a warranty of good workmanship withregards to all services provided under this Agreement. This warranty shall bethe only warranty made by DivergeIT and is in lieu of all other warrantiesexpressed or implied.

INSURANCE

During the Term, DivergeIT shall maintain the followingtypes of insurance with insurance carriers with A.M. Best rating of at leastA-VII: (a) Workers’ compensation benefits or coverage for its employees inamounts no less than the statutory benefits required by law for the state inwhich those employees will be working; (b) Employer’s liability insurance withminimum limits of $1,000,000 per accident; (c) Commercial General Liabilityinsurance including personal injury, contractual liability, bodily injury andproperty damage and endorsed to include products and completed operations, witha $2,000,000 combined single limit per occurrence; (d) Commercial automobileliability insurance with a $1,000,000 combined single limit on vehicles owned,non-owned, leased, or rented by DivergeIT; (e) Employee errors & omissionswith a minimum limit of $1,000,000 and $2,000,000 aggregate. DivergeIT willprovide Customer evidence of its insurance and add Customer as an additionalinsured upon written request. If Customer wants additional insurance coverage,the increased premium cost will be borne by Customer.

LIMITATION OF LIABILITY

If any work performed by DivergeIT results in damage toCustomer’s systems or equipment, DivergeIT’s liability will be limited torepair or replacement (at DivergeIT’s option) of the damaged systems orequipment. DivergeIT shall not be liable for any indirect, special, orconsequential damages arising from the damage to Customer’s systems orequipment, as noted above or a breach of this Agreement. DivergeIT stronglyrecommends that Customer backup all data before making any changes to equipmentor systems, which might affect such data. Server backups are the soleresponsibility of Customer and Customer understands that DivergeIT shall onlybe liable for any damage to Customer’s server backups or/and destruction orloss of data if DivergeIT’s gross negligence or willful misconduct directlycaused such damage, destruction, or loss. Each party will indemnify, defend,and hold the other party safe and harmless from all damages, expenses(including reasonable attorney’s fees) and other costs or liabilities resultingfrom such party’s negligence, willful misconduct or breach of this Agreement.

BINDING NATURE OF AGREEMENT

This Agreement shall be binding and inure to the benefit ofboth parties. This Agreement may not be modified except in writing and signedby both parties.

CONFIDENTIALITY

DivergeIT agrees to consider all matters relating toCustomer’s business as confidential. Additionally, Customer agrees to hold allmatters relating to DivergeIT’s business as confidential. Although the partiesagree to hold each other’s information as confidential, some information maynot be subject to the protections of this Section in the event the other partycan demonstrate: (a) is publicly known through no wrongful act or breach ofobligation of confidentiality; (b) was rightfully received by the other partyfrom a third party without a breach of any obligation of confidentiality bysuch third party; or (c) was known to the other party on a non-confidentialbasis prior to the Effective Date. Notwithstanding anything to the contraryherein, if any Confidentiality Agreement exists between the parties, which wasexecuted prior to the Effective Date, said Confidentiality Agreement shall beincorporated into and made a part of this Agreement.

GOVERNING LAW

The laws of the State of California shall govern thisAgreement without reference to the choice of law principles thereof.

ENTIRE AGREEMENT

This Agreement constitutes the complete understanding andagreement between the parties with respect to its entire subject matter andsupersedes all prior understandings and agreements (oral or in writing) withrespect to such subject matter. Neither party hereto is relying upon any otherrepresentation and warranty with respect to the transactions contemplatedhereof except as expressly set forth in this Agreement.

WAIVERS

Neither the failure nor the delay by any party in exercisingany right, power, or privilege under this Agreement will operate as a waiver ofsuch right, power, or privilege, and no single or partial exercise of any suchright, power, or privilege will preclude any other or further exercise of suchright, power, privilege, or the exercise of any other right, power orprivilege. To the maximum extent permitted by applicable, law, no claim orright arising out of this Agreement can be discharged by one party by a waiverthat may be given by a party nor will be applicable except in the specificinstance for which it is given, nor shall notice to, or demand on, any oneparty be deemed to be a waiver of any obligation of such party or the right ofthe party giving such notice or demand to take further action without notice ordemand as provided in this Agreement.

DISPUTES

Any controversy, dispute, or claim of whatever naturearising out of, or in connection with, or in relation to the interpretation,performance or breach of contract with this Agreement, including any claimbased on contract, tort, or statute, including fraud in the inducement, shallbe settled at the request of any party to this Agreement, by final and bindingarbitration conducted in Los Angeles County, California, by and in accordancewith the then applicable rules of Judicial Arbitration and Mediation Services,Inc., (“JAMS”), except for any injunctive relief, which a party may seek withthe Courts of the State of California in the County of Los Angeles. Judgmentupon any award rendered by the arbitrator(s) may be entered by any state orfederal court having jurisdiction thereof. The costs of the arbitration,including any JAMS administration fee, the arbitrator’s fee, and costs for theuse of facilities during the hearings, shall be borne equally by the parties tothe arbitration. The provisions of Section 1282.6, 1283, and 1283.05 of theCalifornia Code of Civil Procedure apply to the arbitration. The arbitratorshall not have any power to alter, amend, modify or change any of the terms ofthis Agreement nor to grant any remedy which is either prohibited by the termsof this Agreement, or not available in a court of law. The prevailing party, inany such dispute, as determined by the arbitrator(s), shall be awarded theirreasonable attorney fees and costs (including the prevailing party’s share ofthe JAMS fees. Each party submits to the jurisdiction of JAMS and the State andFederal Courts of

the State of California, County of Los Angeles for allmatters, including but not limited to Arbitration, injunctive relief orenforcement of an Arbitration Award, which arise out of this Agreement.

PAYMENT TERMS

First month’s payments are due at the beginning of thisAgreement. Charges accrue monthly during the Term. Disputed Invoices must bereported within 15 days of receipt. Customer agrees to pay undisputed amountson time and the parties agree to negotiate in good faith, and in a reasonablyswift manner, any disputed amounts. Outstanding Invoices older than 30 daysshall accrue interest at 18% annualized. Stoppage in service to the Customermay occur for undisputed invoices over 30 days old. Customer will be responsiblefor reasonable third-party costs, such as collection and attorney’s fees,incurred by DivergeIT to collect any undisputed invoices outstanding for morethan 180 days.

FORCE MAJEURE

If either party is unable to perform any of its obligationsunder this Agreement because of natural disaster, actions or decrees ofgovernmental bodies, communications line failure not the fault of the affectedparty, or other event beyond the reasonable control of the affected party (a“Force Majeure Event”), the party who has been so affected will immediatelygive notice to the other party and will do everything possible to resumeperformance. Upon receipt of such notice, all obligations under this Agreementwill be immediately suspended for the duration of the Force Majeure Event.

NON-SOLICITATION

Customer understands that DivergeIT is not a relatedrecruiting agency and that DivergeIT invests substantial amount of time,effort, and training in each of its employees. Therefore, DivergeIT stronglyencourages Customer to initiate conversation with DivergeIT first if Customerbecomes interested in an employee. DivergeIT will do the same with Customer.When the parties, in good faith, discuss and agree in writing to hire anemployee of the other as an employee, consultant, or independent contractor (the“Worker) during the Term, including any renewals thereof, and twelve monthsthereafter (the “Non-Solicitation Period”), the non-solicitation fee belowshall not apply and other terms and conditions as mutually agreed by theparties shall apply.

Notwithstanding the foregoing, if, however, during theNon-Solicitation Period, Customer, including its employees, representatives, orany other person or entity on their behalf, including any kind of recruitingagencies or persons (hereinafter in this section only, “Personnel”), directlyor indirectly, recruits or attempts to recruit or induces the employee ofDivergeIT to terminate or cease employment with DivergeIT for any reason and/orhires its employee as a Worker, a fee equal to 110% of the annual salary of theemployee at the time of termination of employment owed by DivergeIT, shall bedue and payable to DivergeIT within 30 days of the date the employee beginswork for Customer or its affiliates. This fee shall also apply when discussionsin the foregoing paragraph does not result in a written agreement by theparties and one party hires the employee of the other party.

TRANSITION SERVICES

Subject to Customer’s payment of any and all undisputed feesdue through the date of expiration or termination, upon termination orexpiration of this Agreement and for up to 30 days from the effective date ofsuch termination or expiration (the “Transition Period”), Customer may requestDivergeIT to provide services reasonably necessary to enable Customer to obtainfrom another vendor, or to provide for itself, services to substitute for orreplace  DivergeIT’s Services. During such Transition Period, DivergeITwill use commercially reasonable efforts to make available services reasonablynecessary for an orderly and seamless transition to Customer or a third-partysolution. Any transition services or other related services from DivergeIT willbe provided by DivergeIT at DivergeIT’s then current service rates. DivergeITreserves the right to require all or part of such fees and charges to be paidin advance prior to providing any transition services to Customer. Customerwill remain responsible for third party license fees that remain in effect atthe time of early termination until the license period expires or Customer isable to have the license terminated earlier by the Licensor.

NOTICES

All notices and other communications hereunder shall be inwriting and shall be deemed to have been duly given upon receipt if: i) sentvia email with receipt confirmed, or (ii) delivered personally, addressed asfollows or to such other address or addresses of which the respective partyshall have notified the other.

SOFTWARE AS A SERVICE (Saas)

DivergeIT is willing to grant access to the Software as aService (Saas) referred to as Real Time Information & TechnologyInformation System (RITIS) product to the Customer on the condition that all ofthe terms of this agreement are accepted.

RITIS Access and Use: Subject to payment of allapplicable fees set forth in the Order and the terms and conditions of thisAgreement, DivergeIT grants Customer, during the Term, a non-exclusive,non-transferable right to access and use (and permit Authorized Users to accessand use) the SaaS Products and applicable Documentation solely for Customer’sand its Affiliates’ internal business purposes in accordance with theDocumentation and in the quantity specified in the applicable Order.

RITIS Authorized Users: Customer will designateemployees, agents, consultants, contractors, or vendors authorized by Customerto use the SaaS Products solely for the internal use of Customer and itsAffiliates, subject to the terms and conditions of this Agreement.

RITIS Customer Data: Customer will provide all dataand/or content uploaded to the SaaS Products by Customer (including whereapplicable Authorized Users) by means of a computer agent provided byDivergeIT, and in all data derived from it. For the avoidance of doubt, CustomerData does not include Usage Data.

RITIS Access and Use Restrictions: Customer shall not(directly or indirectly): (a) copy or reproduce the SaaS Products or theDocumentation except as permitted under this Agreement; (b) exceed thesubscribed quantities, users or other entitlement measures of the SaaS Productsas set forth in the applicable Order; (c) remove or destroy any copyright,trademark or other proprietary marking or legends placed on or contained in theSaaS Products, Documentation or DivergeIT Intellectual Property; (d) assign,sell, resell, sublicense, rent, lease, time-share, distribute or otherwisetransfer the rights granted to Customer under this Agreement to any third partyexcept as expressly set forth herein; (e) modify, reverse engineer ordisassemble the SaaS Products; (f) except to the limited extent applicable lawsspecifically prohibit such restriction, decompile, attempt to derive the sourcecode or underlying ideas or algorithms of any part of the SaaS Products,attempt to recreate the SaaS Products or use the SaaS Products for anycompetitive or benchmark purposes; (g) create, translate or otherwise preparederivative works based upon the SaaS Products, Documentation or DivergeITIntellectual Property; (h) interfere with or disrupt the integrity orperformance of the SaaS Products; (i) attempt to gain unauthorized access tothe SaaS Products or its related systems or networks, or perform unauthorizedpenetrating testing on the SaaS Products; (j) use the SaaS Products in a mannerthat infringes on the Intellectual Property rights, publicity rights, or privacyrights of any third party, or to store or transfer defamatory, trade libelousor otherwise unlawful data; or (k) store in or process with the SaaS Productsany personal health data, credit card data, personal financial data or othersuch sensitive regulated data not required by the Documentation, or anyCustomer Data that is subject to the International Traffic in Arms Regulationsmaintained by the United States Department of State. Fees for the SaaS Productsare based on use of the SaaS Products in a manner consistent with theDocumentation. If Customer uses the SaaS products in a manner that is outsideor in violation of the Documentation, then Customer will cooperate withDivergeIT to address any applicable burden on the SaaS Products or pay an additionalmutually agreed upon fee.

RITIS Login Access to the SaaS Products: Customer issolely responsible for ensuring: (i) that only appropriate Authorized Usershave access to the SaaS Products, (ii) that such Authorized Users have beentrained in proper use of the SaaS Products, and (iii) proper usage ofpasswords, tokens and access procedures with respect to logging into the SaaSProducts. DivergeIT reserves the right to refuse registration of, or to cancel,login IDs that it reasonably believes to violate the terms and conditions setforth in this Agreement, in which case DivergeIT will promptly inform Customerin writing of such refusal or cancellation. In addition to the rights set forthin this Agreement, DivergeIT may suspend Customer’s access and use of the SaaSProducts if there is an unusual and material spike or increase in Customer’suse of the SaaS Products and DivergeIT reasonably suspects or knows that suchtraffic or use is fraudulent or materially and negatively impacting theoperating capability of the SaaS Products. DivergeIT will provide notice priorto such suspension if permitted by applicable law or unless DivergeITreasonably believes that providing such notice poses a risk to the security ofthe SaaS Products. DivergeIT will promptly reinstate Customer’s access and useonce the issue has been resolved.

RITIS Third Party Materials: The SaaS Productsinclude Third-Party Materials, use of which is subject to their respectiveLicenses as indicated in the Documentation. DivergeIT warrants that theinclusion of such Third-Party Materials in the SaaS Products will not preventCustomer from exercising the license rights provided to Customer herein inrespect of the SaaS Products or limit Customer’s ability to use the SaaSProducts in accordance with the Documentation. Nothing herein shall derogatefrom mandatory rights Customer may have under any Licenses, if any.

RITIS Support: As part of its provision of the SaaSProducts, DivergeIT shall make available technical support to Customer inaccordance with DivergeIT’s then applicable SaaS support terms. Uponnotification from DivergeIT, Customer shall promptly update any Agents onCustomers systems that interact with the SaaS Products. Customer acknowledgesand agrees that its failure to timely install such an update may result indisruptions to or failures of the SaaS Products, security risks or suspensionof Customer’s access to the SaaS Products, without any liability on the part ofDivergeIT to Customer.

RITIS Intellectual Property: Except for the rightsgranted in this Agreement, all rights, title, and interest in and to the SaaSProducts, Documentation, and DivergeIT Intellectual Property are herebyreserved by DivergeIT, its Affiliates or licensors. Except as provided forherein, all rights, title, and interest in and to Customer IntellectualProperty are hereby reserved by Customer, its Affiliates or licensors. Nothingin this Agreement shall transfer ownership of any Intellectual Property rightsfrom one Party to the other.

RITIS Usage Data and Suggestions: DivergeIT shall bepermitted to collect and use the Usage Data for its reasonable businesspurposes and for Customer’s benefit. In the event DivergeIT wishes to disclosethe Usage Data or any part thereof to third parties (either during theSubscription Term or thereafter), such data shall be anonymized and/orpresented in the aggregate so that it will not identify Customer or itsAuthorized Users. The foregoing shall not limit in any way DivergeIT’sconfidentiality obligations pursuant to the Non-Discloser Section of thisagreement. To the extent that Customer provides DivergeIT with Suggestions,such Suggestions shall be free from any confidentiality restrictions that mightotherwise be imposed upon DivergeIT pursuant to this Agreement and may beimplemented by DivergeIT in its sole discretion. Customer acknowledges that anyDivergeIT products or materials incorporating any such Suggestions shall be thesole and exclusive property of DivergeIT.

RITIS Customer Data Content: As between DivergeIT andCustomer, Customer is solely responsible for: (i) the content, quality andaccuracy of Customer Data as made available by Customer and by AuthorizedUsers; (ii) providing notice to Authorized Users with regards to how Customer Datawill be collected and used for the purpose of the SaaS Products; (iii) ensuringCustomer has a valid legal basis for processing Customer Data and for sharingCustomer Data with DivergeIT (to the extent applicable); and (iv) ensuring thatthe Customer Data as made available by Customer complies with applicable lawsand regulations including Applicable Data Protection Laws.

RITIS Security of Customer Data: DivergeIT shall: (i)ensure that is has in place appropriate administrative, physical and technicalmeasures designed to protect the security and confidentiality of Customer Dataagainst any accidental or illicit destruction, alteration or unauthorized accessor disclosure to third parties; (ii) have measures in place designed to protectthe security and confidentiality of Customer Data; and (iii) access and use theCustomer Data solely to perform its obligations in accordance with the terms ofthis Agreement, and as otherwise expressly permitted in this Agreement.DivergeIT shall not materially diminish its security controls with respect toCustomer Data during a particular SaaS Products term.

RITIS Limited SaaS Products Warranty: During theapplicable Subscription Term, DivergeIT warrants that: (a) the SaaS Productswill perform in substantial conformity with the Documentation; and (b)DivergeIT will use industry standard measures designed to detect viruses,worms, Trojan horses or other unintended malicious or destructive code in theSaaS Products. The foregoing warranties are void if the failure of the SaaSProducts has resulted from negligence, error, or misuse of the SaaS Products(including use not in accordance with the Documentation) by Customer, theAuthorized User or by anyone other than DivergeIT. Customer shall be requiredto report any breach of warranty to DivergeIT within a period of thirty (30)days of the date on which the incident giving rise to the claim occurred.DivergeIT’s sole and exclusive liability, and Customer’s sole and exclusiveremedy, for breach of these warranties will be for DivergeIT, at its expense,to use reasonable commercial efforts to correct such nonconformity withinthirty (30) days of the date that notice of the breach was provided; and, ifDivergeIT fails to correct the breach within such cure period, Customer mayterminate the affected Order and, in such event, DivergeIT shall provideCustomer with a pro-rata refund of any unused pre-paid fees paid for the periodfollowing termination as calculated on a monthly basis for the affected SaaSProducts. Without derogating from DivergeIT’s obligations under this Agreement,Customer warrants that it shall take and maintain appropriate steps within itscontrol to protect the confidentiality, integrity, and security of itsConfidential Information and Customer Data, including: (i) operating the SaaSProducts in accordance with the Documentation and applicable law and; and (ii)dedicating reasonably adequate personnel and resources to implement andmaintain the security controls set forth in the Documentation. Customer will beresponsible for the acts and omissions of its Authorized Users.

RITIS Commercial Computer Software: If Customer is anagency or contractor of the United States Government, Customer acknowledges andagrees that: (i) the SaaS Products (including any software forming a partthereof) were developed entirely at private expense; (ii) the SaaS Products(including any software forming a part thereof) in all respects constituteproprietary data belonging solely to DivergeIT; (iii) the SaaS Products(including any software forming a part thereof) are not in the public domain;and (iv) the software forming a part of the SaaS Products is “CommercialComputer Software” as defined in sub-paragraph (a)(1) of DFAR section252.227-7014 or FAR Part 12.212. Customer shall provide no rights in theSoftware (including any software forming a part thereof) to any U.S. Governmentagency or any other party except as expressly provided in this Agreement.

SERVICE DEFINITIONS

1.  Managed Computer: A Computer is a machinewithout a Server Operating System that has our remote management &monitoring software (Agent) installed on it or a device that can be remotelyconnected to through our screen sharing system. Computer counts for servicesare captured once per month and the computer has been turned on at least oncethat month.

2. Managed Server: A Server is a machine with aServer Operating System that has our remote management & monitoringsoftware (Agent) installed on it or a device that can be remotely connected tothrough our screen sharing system. Server counts for services are captured onceper month and the Server has been turned on at least once that month.

3. Managed Network Device: A Network Device is aswitch, firewall, or router that is identified by our remote management &monitoring software that can be remotely connected to through our remote accesssystem. Device counts for services are captured once per month per device thathas been turned on at least once that month.

4. Managed User: A User identification (User) is alogical entity used to identify a user on a software, local system, cloudsystem, Active Directory or within the IT environment. It is used within any ITenabled system to identify and distinguish between the users who access or useit. A user may also be termed as username or user identifier and does notnecessarily represent a single employee. User counts for services are capturedonce per month and is based on the greatest number of users by any single system.

5. Managed Service & Shared Account: A Useridentification (User) is a logical entity used to identify a user on asoftware, local system, cloud system, Active Directory or within the ITenvironment. It is used within any IT enabled system to identify anddistinguish between the users who access or use it. A Shared Account is a userthat must be accessed by multiple Managed Users to perform shared & relatedIT tasks.  All users that access a shared account must be a Managed User. A Service Account is an account dedicated to a software or system that isnot accessed by a single Managed User, employee or person.  User countsfor shared & services accounts are captured once per month.

6. Onsite & Customer Site Support: Prescheduledonsite work for computer, users, network devices and/or servers within theservice hours of this agreement.

7.  Incident: an unplanned interruption to an ITservice or reduction in the quality of an IT service or a failure of aConfiguration Item that has not yet impacted an IT service.

8. Incident Response: A Qualified Service Engineerhas been assigned to Incident.

9. Incident Plan: A Qualified Service Engineer hasstarted or scheduled work on the incident.

10. Incident Resolution: The Incident has beenresolved.

11.Customer Satisfaction (CSAT) Request: At thecompletion of an individual’s request for service they are provided theopportunity to rate the experience as Positive, Natural or Negative.

12. Incident Impact High: The ability to work hasstopped.

13. Incident Impact Medium: The ability to work cancontinue with workaround.

14. Incident Impact Low: The ability to work cancontinue.

15. Incident Severity High: All users at theCustomer are affected.

16. Incident Severity Medium: More than one user atthe Customer is affected.

17. Incident Severity Low: One user at the Customeris affected.

18. Incident Priority 1 (Critical):  Incidentsthat are High Impact, High & Medium Severity.

19. Incident Priority 2 (Important):  Incidentsthat are either High Impact & Low Severity or Medium Impact, High &Medium Severity.

20 Incident Priority 3 (Normal):  Incidentsthat are either Medium Impact & Low Severity or Low Impact, High, Medium& Low Severity.

21. Incident Priority 4 (Scheduled): Incidents thatare scheduled for future resolution.

22. Incident Priority 5 (Outside Control): Incidentsthat are outside of DivergeIT’s control.

23. CSAT Formula: The Average Percent PositiveReviews minus the Average Percent Negative Reviews equals the Net CSAT Scorefor any given period.

24. CSAT Response: The number total number of timesan individual response to the Customer service request divided by the totalnumber of individual service requests.

SERVICE PROVIDED

DivergeIT shall provide Information & Technology (IT)Monitoring & Support for the Customer’s IT systems, computers, servers, andnetworks as directed in the Order.

Managed Network, Server & Computer Support: DivergeITshall provide support for all Devices and systems specified per the RITISreport to be reviewed with Customer as needed. Customer agrees that all Devicesshall be covered under warranty or an active vendor support contract;otherwise, Customer shall have all necessary replacement parts readilyavailable on site.  Customer warrants that all software is genuine,currently licensed, and vendor supported. Should any hardware, software, and/orsystem fail to meet the foregoing provisions, such hardware, software, and/orsystem shall be excluded from further service unless Customer remedies theissue. Customer agrees to pay any third-party vendor support charges requiredto resolve any issues.  DivergeIT agrees to obtain Customer’sauthorization to engage third party vendors prior to incurring any additionalcharges.  Operating system patch management for servers is performedquarterly and on computers is performed weekly.

Managed User Support: DivergeIT shall provide support forall users and systems specified per the Managed User Report to be reviewed withCustomer as needed.  Customer agrees that all software shall be coveredunder warranty or an active vendor support contract.  Customer warrantsthat all computers and software is genuine, currently licensed, and vendorsupported.  Should any computer, software, and/or system fail to meet theforegoing provisions, such user, software, and/or system shall be excluded fromfurther service unless Customer remedies the issue. Customer agrees to pay anythird-party vendor support charges required to resolve any of these issues. DivergeIT agrees to obtain Customer’s authorization to engage third partyvendors prior to incurring any additional charges.  Customer agrees thatall new and terminated users’ requests must initiated by the Customer inindividual service requests per user.

System Monitoring: DivergeIT will provide ongoing monitoringservices for devices per the systems report to be reviewed with Customer asneeded.  Should a problem be discovered during monitoring, DivergeIT shallmake every attempt to rectify the condition in a timely manner during servicehours through whatever means available.  Monitoring Services will beprovided twenty-four (24) hours per day year-round. Resolution of monitoringalerts will be provided during service hours.

Service Not Included

The following are a list of Services & Costs not coveredunder this Agreement and can be performed at the sole discretion of DivergeIT:

1. The cost of any Customer owned parts, equipment,or shipping charges of any kind.

2. The cost of any Customer owned Software,Licensing, or Software Renewal or Upgrade Fees of any kind.

3. The cost of any 3rd Party Vendor or ManufacturerSupport or Incident Fees of any kind for Customer owned systems or equipment.

4. The cost & Service to bring Customer’senvironment up to qualify for service.

5. The cost & Service to replace of any networkdevices, computers and servers due to the Manufactures End of Life notresulting from systems failure.

6. The cost & Service resulting from theCustomer’s alteration or modification of hardware, software and/or systemsother than that authorized by DivergeIT.

7. The cost & Service to upgrade Major Versionsof Applications software or Operating Systems.

8.The Installation, configuration, and deploymentof any new applications whether acquired from DivergeIT or any other source.

SERVICE QUALIFICATIONS

1. Computers & Laptops are business class andless than 5 years old from date of purchase

2. All Hardware Manufactures have hardwarereplacement support availability.

3. Phone systems have active hardware & supportagreements from vendor.

4. Internet Service Providers have 99.99% SLAactive support agreements.

5. Operating Systems are not End of Life and arethe business grade versions of Microsoft Windows, Linux or Apple OSX.

6. Business process software (ERP, CRM, ETC) hasactive support agreements.

7. Business productivity software is not End ofLife and are Microsoft Office, Google Apps and Adobe CS.

8. Incidents, Issues or Problems must be submittedinto DivergeIT’s Incident Management Tracking System.

9. Customer or Vendor are available to work withthe support teams as needed.

10. Microsoft Cloud systems are in DivergeIT’sMicrosoft Cloud Solution Provider (CSP) account.

11. Any requests that do not qualify for service aresolely at the discretion of DivergeIT.

SERVICE REQUESTS METHODS, HOURS & TARGETS

Service Request Methods may change from time to time, whenthey do Customer will be notified in writing of the change.  Failure touse current Service Request Methods as defined or by written notice at a laterdate may cause delayed service response and resolution times.  Anysubsequent delays in service response and resolution time due to failure to usecurrent Service Request Methods shall not constitute a material breach of thisAgreement. Each request will be assigned a Service Request number for tracking.

Support of the Customer’s Information Technology Systemswill be provided to the Customer by DivergeIT in the included services hours& as needed hours indicated below, excluding the holidays.  DivergeITwill respond to Customer’s Service Requests in accordance with the ServiceTargets and will use its best efforts to respond within a reasonable time afterhours and on holidays.  Additional Service, Service Outside of IncludedService Hours, requested by Customer shall incur additional charges.

The following Holiday schedule observed by DivergeIT and canbe located at the OPM.Govwebsite. Except Columbus Day and Martin Luther King Day.  If a Holidayis recognized on a Thursday, the Friday following will be included.