Cloud Terms

Service Agreement

The Client and the Contractor hereby agree as set forth herein below.

Article 1 - Definitions

The term “Services” and “Agreement” as used in this Agreement shall mean the performance of professional services that include but are not limited to Computer systems hosting and maintenance, system analysis, software development, personnel training, documentation writing and general business consulting.
The term “Server Hardware” as used in this Agreement shall mean the equipment as agreed to upon in Exhibit C that includes specific hardware whether listed separately or not.
The term “Server Applications” as used in this Agreement shall mean the self-contained executable pieces of software that are executed in Server’s memory space.  This is exclusive of executable software that executes on Desktop machine and uses server’s NOS for file serving purposes only.  A complete list of Server Applications covered under this Agreement is provided in Exhibit D and includes specific applications running on the server. 
The term “Network Devices” as used in this Agreement shall mean the Gateway, Switches, Routers, Hubs and Fiber modules necessary for network communications for the Client’s LAN/WAN.  A complete list of Network Components covered under this Agreement is provided in Exhibit E.  Network Components does not include any installed cabling (Category 5/e/6 or fiber) or the respective patch panels/cables. 
The term “The System” as used in this Agreement shall mean Server Hardware, Server Applications, and Network Components as defined collectively above (Under Exhibit C, D, E),
The term “LOB” as used in this Agreement means Line-Of-Business application; specialized software typically focused towards running the core business and not covered under the agreement.
The term “Monitoring” as used in this Agreement shall mean looking at availability, various parameters and performance monitors that may include one or a combination of system logs, application logs, syslogs, wmi, snmp, etc. remotely. Then using the information to inform or may not inform the client, of an existing or impeding issue as deemed suitable by the Engineer. It does not mean or include taking any corrective action whatsoever to remedy that condition.
The term “Maintenance” as used in this Agreement shall mean identifying and correcting problems in Windows operating system use and providing alternative solutions where necessary provided underlying hardware vendor still support the hardware, which should be under maintenance contract with the hardware vendor. Such alternate solutions could involve pay-per-incident support from Lob or OS vendors such as Microsoft, payable by client.
The term “Management” as used in this Agreement shall mean that the vendor will identify, coordinate, allocate resources and collaborate with other resources of people, organization and systems as deemed fit by vendor, in effort to produce desired results for the client, based on best effort. In circumstances that such bringing together of resources would incur expenses, outside those payable directly to the Contractor, these would be payable by the client.
The term “Infrastructure services” as used in this Agreement shall refer to services that provide access to files and network printers, access to internet, availability of email services and ability to run a Desktop machine to utilize these services. An “Extended” downtime for the services is defined as services being down for 48 hours consecutively.
The term “Pro-Active work” as used in this Agreement shall refer to the work performed towards keeping the infrastructure services up and running.
The term “On-Demand work” as used in this Agreement shall refer to all other work not qualified as Pro-Active work.
The term “Response time” as used in this Agreement shall mean time to register, acknowledge and schedule a repair.
The term “Resolution” as used in this Agreement shall mean coming to a conclusion that may either solve a problem, defer it to a third party, defer it to a status of being researched or waiting for parts or waiting for the Client to provide additional information or make recommendation to revise the underlying conditions and context that may result in the obliteration of the problem at hand.
The terms “Operational” and “Failure”: Operational is defined as working normally or degraded mode and available to Client for use. A failure occurs when any critical function of the server is not performing adequately to allow Client to continue core business operations. It is assumed that Client is losing money when the listed servers have one or more failures. Failures under this Service Agreement do not include hardware problems, including but not limited to problems with the motherboard, processor, drives, network cards, fans, and power supplies.
The term “Disaster Recovery” as used in this Agreement shall mean restoring the system back to the point provided by the last good and available backup. Such a system failure would be characterized by shutdown of server services as a consequence of Server hardware failure, Virus strike, and Patching or Network Components failure.  The failure could be caused by chance, accident, power failure, natural disaster, sabotage or a Virus strike. Exception to such scenario would be failure due to the result of tampering of the system by Client’s employees or third party vendors, allowed by Client to work on ‘the system’, without written permission of the contractor and other qualifications as laid out in Exhibit F. 

Article 2 - Relationship of Participants

2.1 Client and Contractor  The Contractor shall provide the services required to be performed under this Agreement by the Client.  The Client and the Contractor shall perform as stated in this Agreement in respect to the Agreement, and the Client and the Contractor each accepts the relationship of trust and confidence between them, which is established herein.
2.2 Standard of Care  The Contractor covenants with the Client to furnish its professional skill and judgment with due care in accordance with the generally accepted standards of good computer systems maintenance, in accordance with applicable federal, state and local laws and regulations in effect on the date of this Agreement and in cooperation with, and in reliance upon, the work and services to be performed by the Client’s in-house IT personnel in connection with the Agreement when available.  The Contractor agrees to furnish efficient professional services pursuant to the terms of this Agreement and to use its best efforts at all times in a timely and economical manner consistent with the interests of the Client. Specifically the process of providing the services is detailed in Exhibit I
2.3 Relationship of Contractor to Other Participants  In providing the services required to be provided under this Agreement by the Contractor, the Contractor shall endeavor to maintain a professional relationship with the Client’s in-house personnel.  However, in order for this Agreement to be effective, Contractor must be the sole provider of technical services that are included in the Exhibits and as part of the original proposal to the Client unless agreed upon by both parties.  If technical support services are provided by any other parties, including Client’s personnel, the SLA portion of this Agreement will be invalidated, unless agreed upon by both parties.  Additionally, the third party will have to use the same standards of care including at the minimum a two factor authentication access system provided by the Contractor for a nominal additional fee.

Article 3 - Services of Contractor

3.1 Basic Services  The Contractor shall perform the applicable subset of Services described in Exhibit A. attached to and made a part of this Agreement in conjunction with the signed order (“Basic Services”).
3.2 Compliance  The Contractor shall store the entire Client’s data in a SOC compliant facility.  The access to data would be performed under applicable guidelines by qualified personnel at all times.  Active Directory services will be used to identify and allow access to system data by authorized users only.
3.3 Services Not Covered / Additional Services  Certain services will not be performed implicitly as a part of this agreement.  The list of such services is described in Exhibit B attached to and made a part of this Agreement.  However, at the request of the Client or in exceptional circumstances where such services become necessary to keep the system running, after getting permission from the Client, the Contractor can perform these services as Additional Services under this Agreement and shall be compensated for such Additional Services.  The Contractor shall perform Additional Services on a regular basis only after the Client agrees to such a change through a written notice.

Article 4 - Compensation and Payment of Contractor

4.1 Compensation for Basic Services  The Client shall pay the Contractor Compensation for Basic Services in accordance with the terms and conditions of this Agreement as follows:
Compensation for Basic Services shall be a fee as listed in the approved Purchase Order and to be paid as per the schedule as opted by the client in the billing form, both considered a part of this agreement hereto.  Such fee shall be revised for changes in scope or additional services as set forth herein.  If not covered under the Total Care agreement any Adds, Moves Changes or additional requests would be charged as additional services billable as time and material.  The contractor shall discount all T&M Additional Services at a 10% of the current published rates and relax minimum billable time limits for additional services.  The rate list of such services is attached to the agreement, as Exhibit H.  When the published rate list is updated and revised, an updated copy of Exhibit H will be furnished to the Client.
4.2 Equipment  In consideration of the sale and installation of the Equipment (Hardware and/or Software/Licenses) and provision of the Equipment related Services by General Informatics hereunder, Customer shall pay to General Informatics the Total Equipment Charges upfront at the time of the order.  General Informatics at its discretion may finance the purchase of the equipment and spread the payments with competitive finance charges over the length of the contract with inclusion of relevant support services.
4.3 Taxes and Shipping  Customer shall be solely responsible for, and shall pay, in addition to all other amounts payable to General Informatics and without demand by General Informatics, all federal, state and local sales, use, excise, personal property, and other taxes, custom duties, levies, and assessments of whatever nature due to, or arising in connection with, the Software, Hardware or the sale contemplated by this Agreement, excepting only General Informatics’ income taxes (collectively, the “Taxes”).  If Customer pays such Taxes directly to the appropriate taxing authorities instead of to General Informatics, Customer shall submit the relevant payment certificate to General Informatics at the time the payments would otherwise be due to General Informatics hereunder.  In addition, Customer shall pay all shipping and handling charges for the delivery of the Equipment to the Location.
4.4 Reimbursable Expenses  The term “Reimbursable Expenses” as used in this Agreement shall mean those costs reasonably and necessarily incurred in the proper performance by the Contractor of Basic Services and Additional Services and identified herein below in the following clauses.  Reimbursable Expenses shall be in addition to compensation for Basic Services and Additional Services and shall be at rates not higher than the cost to the Contractor, except with the prior consent of the Client. Expenses in connection with authorized purchase of materials in the event of an emergency:  Expenses incurred by Contractor towards maintenance or management of hardware or software paid to third party vendors such as support from application vendors (For E.g. Microsoft Support Services, etc.).  Expense receipts and documentation will be submitted to the Client in accordance with the Client’s guidelines.
4.5 Annual Adjustment of Support Charges The Yearly Network and Systems Support Charges, and Yearly Equipment Support Charges, are hereinafter referred to collectively as the “Support Charges.” Commencing with the first day of the end of the first calendar year of the contract, the Support Charges provided for herein shall be increased by an amount determined by General Informatics but in no event to exceed an amount equal to the Index Change, plus 5% per annum.  The index is the Consumer Price Index (all urban consumers – all items; base 1982-1984=100) published by the United States Department of Labor, Bureau of Labor Statistics (“Index”).  The “Index Change” is a fraction, the denominator of which is the Index in effect on the Effective Date (the “Base Index”), and the numerator of which is the Index published most immediately preceding the first day of the Contract Year in question (“Extension Index”).  In no event shall the Support Charges be reduced.  If the Index is discontinued or revised during the term of this Agreement, such other governmental index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.  General Informatics shall notify Customer of any increase in Support Charges at the beginning of each Contract Year.  In the event Customer does not agree to pay the increased Support Charges, Customer shall have the right to terminate support Services hereunder by written notice to General Informatics.
4.6 Applications for Payment  Contractor shall be automatically paid by a check on a quarterly basis or ACH on a monthly basis in advance for Basic Services and will submit applications for payment to Client for any Additional Services performed during such period on a monthly basis and for Reimbursable Expenses incurred during such month, all on a form and containing such detail as may reasonably be requested by Client.  If the payment is not received within 20 days of the invoiced date, a billing charge at the rate of 18% per annum will be applied towards the balance with temporary suspension of all Service Agreement warranties (not services), until it has been paid in full to General Informatics.  The billing charge is neither a penalty for late payment nor a finance charge for forbearance of money or extension of credit.  The Parties agree that the cost of processing overdue accounts is extremely difficult or impossible to determine, and agree that the billing charge constitutes a reasonable estimate of the costs and damages to General Informatics for the collection of overdue accounts without litigation.  Payment and receipt of this billing amount is not to be construed as an agreement that payment may be deferred or a waiver of any payment default.  In addition to the right to collect a billing fee, Contractor shall have the right to discontinue support Services if any payment is not paid within 30 days after the same is due.  In case of Contractor providing TotalCARE™+Cloud services all equipment owned by the contractor will not be supported and Client may forfeit the use of the equipment.  Contractor at its sole discretion after providing a written notice will delete the entire Client’s data from its Cloud servers.
4.7 Payments  Provided that the Contractor submits an application for payment hereunder reasonably in accordance with this Agreement and Client shall pay all amounts applied for in such application within twenty days after the receipt by the Client of such application.  Applications for payment submitted hereunder by the Contractor are subject to the review and approval of the Client.  If the Client should dispute within fifteen days any amount included in any application for payment submitted hereunder by the Contractor, the Client shall pay, in accordance with the terms of this Agreement, any amounts included in such application and not disputed.  Interest shall accrue hereunder to the Contractor at the legal rate if and to the extent that amounts included in an application for payment properly submitted hereunder by the Contractor remain unpaid by the Client for more than thirty days after the receipt by the Client of such application, provided however that, if the Client should dispute any amount included in any such application, no such interest shall accrue hereunder to the Contractor in respect to the disputed amount until the dispute shall be settled.
4.8 Withholding of Payments  No deductions shall be made from any amounts payable hereunder to the Contractor on account of any penalty, liquidated damages, retainage or other sums claimed or withheld by Client from payments to the Contractor, provided however that the Client shall be entitled to withhold amounts payable hereunder to the Contractor to the extent that such amounts are the subject of a bona fide dispute between the Client and the Contractor.

Article 5 - Changes in Basic Services and Additional Compensation

5.1 Client Changes  The Client in consultation with the contractor, without invalidating this Agreement, may in writing make changes in the Basic Services required to be performed under this Agreement by the Contractor.  The Contractor shall, promptly and within fifteen days after becoming aware of any actions by the Client that would increase or decrease the compensation payable hereunder to the Contractor or extend the duration of the Basic Services required to be performed under this Agreement by the Contractor, notify the Client of such actions.  Any changes that will decrease the total compensation will be limited to a maximum decrease up to 5% per annum and must be agreed upon by both parties.  This 5% will never exceed the minimum usage agreement of a total of 10% during the contract term without special consideration for how dedicated personnel on the account are billed for.
5.2 Additional Compensation and Extension of Duration  The Contractor shall be entitled to receive additional compensation when the scope or duration of Basic Services is temporarily increased or extended through no fault of the Contractor.  If the scope of Basic Services is increased or the duration of Basic Services is extended, the Contractor shall be entitled to receive additional compensation.  The additional compensation shall be given by the Client to the Contractor promptly and in any event within thirty days after the occurrence of any event giving rise to such request.  The amount of any additional compensation to be paid to the Contractor shall be equitably determined on a basis consistent with the provisions of Exhibit G and H.
5.3 Changes in Basic Services  Changes in the terms of nature of Basic Services required to be performed under this Agreement by the Contractor and the entitlement of the Contractor to any additional compensation shall be made by a written amendment to this Agreement executed by the Client and the Contractor.  Such amendment shall not be required if the nature of the services remains the same and only the size of system in terms of number of devices or users changes.  In such a case the number of units under management would automatically increase and basic contract would go up in proportion.  The Client would be billed for these devices in the next billing cycle.  Contractor’s management information system would be deemed as an acceptable source for keeping track of such numbers.
5.4 Training – Training is provided based on services that are rendered and listed in Exhibit A’s SOW
5.41 General Informatics shall provide one time initial training in the Use of the Support System.  The cost of initial training (excluding Expenses for which Client is responsible) is included in the “X”Watch package as set forth on proposal/order hereto.  If Client has purchased Equipment from General Informatics, then initial training will include basic operations of the Equipment, including starting and stopping the server, and network and backup operations.  Any initial training must be used by Client within ninety days after installation of the monitoring software, or General Informatics shall no longer be obligated to provide the same.
5.42 Initial training SPECIFICALLY DOES NOT INCLUDE: (a) use of other commercial software such as, MS-Office or third party accounting software, (b) use of Windows, and (c) the use of web software. However General Informatics at its own discretion will provide automated web based training modules for such training.
5.43 Additional Training: Client may request training in addition to the included on-site training. General Informatics shall provide the same at a time mutually agreeable to the parties, and Client shall pay for any such additional training at General Informatics’ then current per-diem rates for on-site services plus any expenses.
5.5 Payment of Additional Compensation  The Contractor shall submit applications for payment for any additional compensation to the Client for Additional Services, and payments on account of additional compensation owed by the Client to the Contractor shall be made pursuant to the provisions of Exhibit G and F.

Article 6 - The Client

6.1 Responsibilities of the Client  The following is a list of Client responsibilities that are necessary for proper execution of the duties of the Contractor to be provided under this agreement.
6.1.1 In conjunction with the professional recommendations of the Contractor to achieve a desired result expected by the Client, Client shall provide/purchase any replacements or upgrades to existing equipment or software.  Failure to do so will absolve the Contractor from any such obligation to achieve the desired result.
6.1.2 Client agrees that the lists included in Exhibits C, D, and E are the complete lists of hardware and software included in this agreement at the time of commencement of this contract.  Client also agrees not to add new software and hardware on its own, without written consent of the Contractor to be amended to the Exhibits of this agreement.  Any such changes may result in a revision in the terms of this contract as mutually agreed in writing by both the parties.
6.1.3  Client and Contractor shall restrict physical and logical access to any On-Site equipment including Server Hardware, Server Applications and Network Components to Contractor’s qualified technicians only.  Any intrusion or tampering or negligent handling of the system by Client employees/ other vendors shall relieve the Contractor of any responsibility for loss of data or functionality and system downtime.
6.1.4 Client acknowledges that the uptime for Server Hardware or Network Components as described in the Warranties section of this agreement will be directly affected by the availability of spare parts either provided by the Client as recommended by the Contractor or available from the respective vendors of those parts.
6.1.5  Client agrees to allow the Contractor to set up and maintain a Remote Administration/VPN connection to the system through the Internet, and a dial up connection for access to the system with administrative privileges to utilize appropriate system management tools for fulfillment of the requirements of this agreement.
6.1.6  Client shall be solely responsible for performing any additional backups of the historic data beyond a 30 day restore window to be maintained by contractor. 
6.1.7  Client shall be solely responsible for performing regular backups or data recovery of the Client workstations unless otherwise stated in the SOW in Exhibit A.
6.1.8  Client and client alone shall be responsible for complying with Software Licensing and copyright laws on the desktops and laptops.  As a policy General Informatics very strongly supports and encourages its client to use genuine and licensed software only.
6.1.9  Client shall be solely responsible for security of and for maintaining and tracking the inventory of all Clients’ computer hardware and software.  Contractor shall follow procedures to check-out/check-in any hardware or software from the Client’s authorized personnel if such procedures exist and are provided in writing.
6.1.10  Client shall notify the Contractor sufficiently in advance for any major changes to the system and appropriately plan and consent for any downtime warranted by such a change.
6.1.11  Client shall be solely responsible for maintaining and troubleshooting any other hardware or software in the system, not covered under Exhibit C, D, and E.
6.1.12  Client shall be responsible for internet connectivity, vpn, network cabling and terminations, environmental control, and electrical service to the system.  Any loss of functionality or system failure due to cabling issues, environmental control, and electrical service would not be covered under Agreement performance yardsticks and TotalCare disaster recovery services.
6.1.13  Client shall provide an adequate workspace, parking, and telephone use for Contractor personnel while performing services on site in fulfillment of this agreement.
6.1.14  Client will not employ or contract with Contractor’s employees/sub-contractors to perform any IT or any related functions, currently performed by the Contractor, for at least one year after the agreed upon termination date of this contract.  Failure to abide by this provision would result in breach of contract and would be considered irreparable harm allowing the Contractor the ability to pursue any remedy that is considered reasonable including demand for the balance of the contract or the total of 12 months of the contract for all services whichever is greater.
6.1.15  Client shall consult with the Contractor before purchasing, attaching or connecting any equipment that will be added to the network under management, examples of such equipment are Printers, copiers, Scanners, MFC, security devices, Telephone equipment etc.  Failure to do so shall relieve the Contractor of any responsibility for loss of functionality and may incur extra charges to bring the network back to level of operation.

Article 7 - Warranty

7.1 Limited Warranty  Subject to the terms that the Client is in compliance with this Agreement, General Informatics warrants that every effort will be made to keep the Network Components, Server Hardware, and Server Applications fully operational during normal office working time for the entire duration of this agreement; barring any failures that would require equipment replacement or caused by failure in service by Clients’ partner vendors/in house staff.  The RESPONSE time will be guided by the level of respective Response Goal paired to the items in Exhibit A.  A combination of Severity, Impact, Priority and a target percentage level can be used to measure performance.  The resolution or remediation time would be strictly based upon best-effort and availability of resources and not be guaranteed by any other indices.  Contractor further warrants that in the event of a complete system failure that could severely effect Client’s business operational effectiveness, Client will be given priority over other clients (first-come-first serve in case of a tie) and/or projects to ensure a timely return to normal operating conditions.  General Informatics does not warrant that the services will be error-free or the system will operate without interruption. General Informatics does not warrant that the services will meet Client’s requirements.  Provided Client is in full compliance with its obligations under this Agreement, and excluding the Equipment, General Informatics warrants that it will promptly remedy any issue that would affect operations.
7.4 No Other Warranty  No employee, agent, representative or independent contractor of General Informatics has any authority to bind General Informatics to any affirmation, representation, or warranty concerning the Equipment, software or Services agreed to under this Agreement other than those set forth herein.  CLIENT ACKNOWLEDGES THAT GENERAL INFORMATICS HAVE MADE ANY REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY OTHER THAN STATED IN THIS SECTION 7.

Article 8 - Limited Liability


Article 9 - Indemnity

9.1 Indemnity
9.1.1  The Client and Contractor mutually agrees to indemnify and hold harmless each other and their employees, agents and representatives from and against any and all claims, demands, suits and damages that arise out of or result from the negligent or wrongful acts or omissions of the Client and/or any party for whose negligent or wrongful acts or omissions the Client or Contractor may be responsible, including without limitation any party retained by, through or under the Client or Contractor respectively.
9.1.2  Neither party shall be responsible for delays or failures on performance resulting from acts beyond the control of such party.  Such acts shall include but not limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, and government regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes, hurricanes or other natural disasters.

Article 1o - Term and Termination

10.1a Effective Date and Term  This Agreement shall be effective commencing upon the Effective Date for a minimum duration of (4) years and shall continue in effect thereafter for successive (2) Two Contract Years, unless earlier terminated as provided in this Agreement. For purposes of this Agreement, the term “Commencement Date” means the first day of the next month following the date on which the monitoring software has been installed at the Location, and the term “Contract Year” means each successive twelve-month period during the term of this Agreement, commencing on the Commencement Date.
10.2 Transfer of Title to Equipment  Title to any leased Equipment shall transfer to Client on the date Contractor receives final payment of the total purchase price for the Equipment as set forth in proposal/order of the lease Agreement. Until such payment, Client would grant the Contractor first priority security interest in the Equipment as security for Client’s performance under this Agreement. Client agrees to execute and deliver to Contractor such financing statements and other security documents as may be reasonably requested by Contractor to protect its security interests. Client shall pay all filing fees for such financing statements.
10.3 Elective Termination
10.31 Agreement  Either Party may terminate this Agreement at the end of the last Contract Year, for any reason or no reason, upon written notice to the other Party not less than ninety (90) days prior to the end of any such Contract Year.
10.4 Default  At any time, a non-defaulting Party may, at its election, terminate this Agreement immediately upon written notice to the defaulting Party in the event of any of the following events of default:
10.4.1  Client fails to make timely payment of all amounts due within thirty (30) days after the date on which any payment shall become due and payable;
10.4.2  A Party materially breaches this Agreement or is in material default of any obligation hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days following written notice of such breach or default from the non-defaulting Party;
10.4.3  Contractor repeatedly fails to perform its core duties; specifically server downtime or interruption in Email services in excess of 1% annually or failure to restore data from backup.
10.4.4  A Party becomes insolvent or adjudicated bankrupt; or any action shall be taken by a Party, or by others against a Party, under any insolvency, bankruptcy or reorganization act, and such action is not fully dismissed within sixty (60) days after the institution thereof; or if a Party makes an assignment for the benefit of creditors; or if a receiver shall be appointed for a Party.
10.5 Rights and Obligations of Parties on Termination
10.5.1  Once the final payment if made to the Contractor, within ten (10) days, Client, at its own cost and risk, shall provide data transfer device or remote system access to the contractor and allow supervised un-installation of various software agents and programs, including anti-virus, anti-spyware, login scripts, group policies etc. installed by Contractor. Contractor would be obligated to copy all of the Client data and provide databases in CSV format. No Operating system, AD database or Image of the server will be provided by the Contractor. Time spent in data transfer, un-installation and removal of contractor software and hardware will be billed by Contractor at the General Informatics published rates.
10.5.2  The rights of either Party to terminate this Agreement shall not be exclusive of any other remedies given either Party by this Agreement or by law. All rights of each Party regarding defaults of the other Party hereunder are cumulative.
10.5.3  Termination of this Agreement under any circumstances shall not abrogate, impair, release, or extinguish any debt, obligation, or liability of either Party to the other which may have accrued prior to termination, including without limitation, any such debt, obligation, or liability which was the cause of termination or arose out of such cause.
10.6 Injunctive Relief  In the event that Client breaches any of the listed provisions or there is a threatened breach of said agreement, then, in addition to any other rights and remedies which General Informatics may have, General Informatics shall be entitled to injunctive relief to enforce the restrictions contained herein without the requirement of posting a bond or other security.  In the event that an actual proceeding is brought in equity to enforce the provisions of this Agreement, Client acknowledges that actual damages will be difficult to ascertain and, in any event, will be inadequate to protect General Informatics from such breach.  Accordingly, Client shall not urge as a defense that there is an adequate remedy at law nor shall General Informatics be prevented from seeking any other remedies, which may be available.
10.7 Force Majeure  Neither party shall be liable for its failure to perform its obligations under this Agreement because of acts of God, nature, or a federal, state or local government agency, war, civil disturbance, labor disputes or shortages, and any other cause beyond said party’s control; provided, however, that the provisions of this Section 10.7 shall not apply to Client’s obligations to accept delivery of the Software and Equipment or a party’s obligation to make any payment due to the other party after performance by such party.

Article 11 - Additional Provisions

11.1 Confidentiality  Each party acknowledges that all material and information which has or will come into the possession and knowledge of each in connection with this Agreement or the performance hereof, consists of confidential and proprietary data, whose disclosure to or use by third parties will be damaging.  Both parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this Contract, to release it only to employees requiring such information, and not to release or disclose it to any other party.
11.2 Nonsolicitation  Client and Contractor mutually agree that during the term of this Agreement and for a period of two (2) years thereafter, Client shall not solicit, entice, encourage or induce (hereinafter collectively “solicit”) any person who at any time during the term of this Agreement shall have been an employee, staff, temporary personnel or technical personnel of General Informatics or any independent contractor for General Informatics to cease being an employee, staff, temporary personnel, technical personnel or independent contractor of General Informatics and to become employed by or associated with any person, firm or corporation other than General Informatics, and Client shall not approach any such person for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any person, firm or corporation in taking such action.  Failure to abide by this provision would result in breach of contract and would be considered irreparable harm which would allow the Contractor the ability to pursue any remedy that is considered reasonable including demand for the balance of the contract or the total of 12 months of the contract for all services whichever is greater.
11.3 Authority  Each Party represents and warrants that the execution, delivery and compliance with the terms of this Agreement by such Party and consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action and the agreements contained herein constitute valid and legally binding obligations and are enforceable in accordance with their terms, except to the extent that the enforceability thereof may be affected by the bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights and by general principles of equity.
11.4 No Conflicting Agreements  Each Party represents and warrants that the execution and delivery of this Agreement by such Party does not, and compliance by it with the terms hereof and consummation by it of the transactions contemplated hereby will not (a) violate any existing term or provision of any law, regulation, statute, ordinance, rule, order, writ, judgment, injunction or decree; (b) conflict with or result in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which it is a party or by which it or any of its assets or properties is bound or subject; or (c) give to others any right of termination, cancellation, acceleration or modification in or with respect to any agreement or instrument to which it is a party or by which its assets or properties may be bound, and as to which will adversely affect its ability to consummate the transactions contemplated hereby.
11.5 Similar Work  Contractor reserves the right to contract with other parties for work similar to that being performed under this Agreement.
11.6 Title Rights  Contractor shall retain an exclusive right on all processes, scripts or programming code used to build any scripts, executable (or DLLs) for the purpose of system maintenance, enhancement, operational process improvement or any other purpose.
11.7 Extent of Agreement This Agreement and the incorporated exhibits and schedules hereto represents the entire and integrated agreement between the Client and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral, between the Client and the Contractor.  This Agreement may be amended only by written instrument signed by both the Client and the Contractor.  Nothing contained in this Agreement is intended to benefit any third party.
11.8 Severability  If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be enforceable without such provision.
11.9 Legal Fees  In any arbitration or civil action between General Informatics and Client arising from or in connection with this Agreement, or its breach, the prevailing Party in such action shall be entitled, in addition to damages and injunctive or other relief, to its costs and expenses incurred pursuant to this Agreement, including reasonable attorneys’ fees.
11.10 Governing Law: Arbitration  This agreement shall be governed by and construed in accordance with the laws of the State of Louisiana applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State, and federal laws governing copyright, patent and trademark.  The parties hereby irrevocably and unconditionally agree that, at General Informatics’ sole election, any dispute between them arising out of or relating in any way to this Agreement or the transactions arising hereunder or contemplated hereby shall be settled by binding arbitration in accordance with the Federal Arbitration Act and the then current commercial arbitration rules of the American Arbitration Association, to the extent those rules are consistent with the provisions of this paragraph.  Arbitration hereunder shall be held in Baton Rouge, Louisiana, or such other place as the Parties may agree.  The substantive and procedural law of the State of Louisiana shall apply to the arbitration proceedings.  Equitable remedies shall be available in any arbitration; provided, however, that the institution of arbitration proceedings shall not prevent either Party from seeking injunctive relief in a court of competent jurisdiction.  The substantially prevailing party shall be entitled to collect from the other party reasonable attorney’s fees and costs, unless the arbitration award specifies otherwise. Judgment upon the award rendered in any arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement thereof, as the law of such jurisdiction may require or allow.  With the exception of suits seeking injunctive relief or disputes as to which General Informatics exercises its election not to arbitrate, General Informatics and Client are prohibited from filing any action in law or equity with respect to the dispute before an arbitration award is made.
11.11 Notices  All notices, modifications to the stipulations of this agreement or other communications required or permitted by this Agreement to be given to the Client or the Contractor shall be deemed to have been given when made in writing and hand delivered or emailed or deposited in the United States mail, first class, postage prepaid, addressed as follows:

to the Client:

to the Contractor:
General Informatics, LLC
One Smart Way
Baton Rouge, LA 70810

Attention: Donald Monistere

This Agreement is executed as of the day, month and year first above written.

  • 24x7 Availability Monitoring & Alerting of Server on critical issues such as: Availability, Application, CPU, Memory, Paging File, Disk, MS Exchange, Backup and Critical Events in event logs.
  • Daily incremental Backup of data and retention for up to 30 days. Additional archiving available on a T&M basis.
  • Drive Space Monitoring – notification if space gets less than 10%, Daily Back-up & Anti-Virus checks
  • Troubleshooting of Server OS issues
  • User and Computer Administration – Adding, deleting, disabling of users and computer accounts on the server. Password setup and changes, policies and lock out management. Permission and File system access management.
  • Email Mailbox management – creating email addresses, managing distribution list etc.
  • Security Patch Management – monitor and installation of security patches @ critical level and white listed on a regular basis for MS Windows.
  • Antivirus installation and definition updates on a daily basis and prevention and restoration in event of an epidemic.
  • Service pack updates – All Microsoft OS and Application level Service pack updates and installations for Windows, MS Exchange and MS SQL.
  • Complete Network  maintenance including all switches (firewalls or vpn on a T&M basis )
  • Domain management, e.g. – renewals and registrations and DNS management.
  • Annual scheduled UPS Tests
  • Vendor Management – Helping Client, alerting, raising tickets and recommendations.
  • Access to General Informatics Help-Desk Portal to track, service requests, invoices, and user administration. Wellness Visits every 6 months by Account Manager.
  • Maintain current documentation of network, applications and overall setup with equipment configurations.
  • Virtual CIO for strategic consultations, budgeting, and annual technology Plan


Helpdesk & Support Availability:  Office Hours – 8am to 5pm weekdays. After Office hours Emergency Support available on a T&M basis.

Response Goals:  Respond within 1 hour 95% of the time, Resolution plan within 8 hours 90% of the time, Resolved within 72 hours 90% of the time.

*Resolution may be delayed if Customer fails to carry out any of its obligations, causes delays due to lack of response or no known solutions are available and the issue requires research.           

**SLA goals metrics applicable after first 180 days of service ‘stabilization days’


DESKTOP support services to be performed by Contractor

  • Anti-Virus Software and Spyware Removal software provided by General Informatics (Client must enable content filtering on edge devices)
  • Daily update of virus signatures and deployment. Basic Spyware Removal and daily Temp. File Deletion & PC Cleaning for online PCs
  • Operating System Security Patch deployment & management
  • Desktop Monitoring for Hard drive SMART predictive failure, space monitoring and critical events
  • Remote Telephone based Helpdesk support and Basic remote troubleshooting. On site remediation on T&M basis.

  • Any On-Demand work performed after normal business hours UNLESS AGREED TO BY BOTH PARTIES.
  • Setup of new equipment -computers, servers, and installation of new software programs.
  • Services performed to help integrate new data connections (T1, cable etc), phone connections, new networking equipment or services.
  • Parts, equipment, or assistance with LOB software not covered by vendor/manufacturer warranty or support.
  • The cost of any Software, Licensing, or Software Renewal, parts, equipment, or shipping charges of any kind.
  • The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
  • The cost to bring Client’s environment up to minimum standards required for Services, initially.
  • Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
  • Service and repair made necessary by the alteration or modification of equipment/network or introduction of other devices in network, such as copiers, pbx, security cameras etc. that are not authorized by Contractor, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Contractor.
  • Maintenance of Applications software packages, configuration of user settings whether acquired from Contractor or any other source unless as specified in Exhibit D. 
  • Programming (modification or creation of software code) and program (software) maintenance unless specified in a separate addendum.
  • Training Services of any kind or Services performed at remote locations (including residence) other than official addresses on file.

Please refer to the signed order for listing and details.

Windows 2008/2012/2016 NOS with following services:

File Server

Print Server

Simple TCP/IP Services

Certificate Services

COM+ Event System

Disk Management Service

Distributed File System

Distributed Link Tracking Client

Distributed Link Tracking Server

Distributed Transaction Coordinator

DNS Server

File Replication Service

IPSEC Policy Agent

Kerberos Key Distribution Center

License Logging Service

DHCP Server

Browser Services

Distributed Transaction Controller

Directory Replicator

Task Scheduling

Print Spooler

Protected Storage

Remote Access Connection Manager

PERC Services


Routing Services

UPS Service


MS Exchange Server

Single Site Configurations

SMTP Connectors

Information Store

MTA Stacks

Routing Engine

System Attendant

MS Internet Information Server

FTP Publishing Service

IIS Admin Service

Internet Support

ODBC Support


Anti-Virus Suite


Please refer to any additional applications approved and initialed under the software inventory list as developed during the system Assessment.

Please refer to the approved and initialed devices in the asset inventory list as developed during the system Assessment or maintained in the Contractor database system under configuration.

General Informatics guarantees in the event of a hardware failure, an OS security exploitation, or a server-side virus infection Client will not be billed for the labor required to restore the server to the point provided by the last good and available backup Furthermore, the Client reserves the right to request that the disaster recovery service be delivered during business hours, nights, and/or weekends.  General Informatics will attempt to the best of its available resources to meet the Client’s scheduling requests.  The time required to perform the recovery could depend upon a number of factors and thus cannot be guaranteed.

Hardware Failure –warranty coverage from hardware vendor. For example: Dell will get system back to a C: prompt, General Informatics will take the rest of the way at no cost.

OS Security Exploitation – If the OS goes down due to vulnerability exploit, General Informatics will bring it back up – at no cost.

Virus Infection – If the server is exploited by a virus and goes down – General Informatics will bring it back up, at no cost.

Disaster Recovery Qualifications

In order to qualify for TotalCAR™ Disaster Recovery Coverage, Any Client provided hardware must comply with the following requirements:

  • Server hardware is under current warranty coverage from Dell, HP, or IBM or a third party
  • Server operating system is Windows Server 2008 or newer
  • Client network is protected by a hardware-based firewall with content filtering from Cisco, SonicWALL, Checkpoint, or and is running the latest firmware or Microsoft ISA/TMG.
  • Server file-system and email-system (if applicable) is protected by licensed and up-to-date virus protection software from McAfee/ TrendMicro./ Symantec/ General Informatics
  • Server is connected to a working and tested UPS
  • Server is ONLY administered by General Informatics personnel
  • Recovery coverage assumes data integrity on the client’s backup media. General Informatics does not guarantee the integrity of the backups or the data stored on the backup media.  Under this coverage General Informatics will restore the server to the point of the last successful backup.  If the server or its applications require additional configuration beyond the data provided by the latest backup, General Informatics will bill this portion at its standard Time and Materials rates if possible.
  • Client provides all Software installation media and key codes in the event of a failure

Disaster Recovery Service Exclusions

General Informatics reserves the right to bill for labor incurred during a server recovery if circumstances surrounding the Client’s server failure meet the following codifications in whole or in part:

  1. Client fails to adhere to all of the requirements outlined in the above “Qualifications” section
  2. Environmental failure events that render hardware unusable
  3. Force Majeure events beyond General Informatics reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disaster, and national emergency.
  4. Client overriding contractor’s professional recommendations and acting or instructing Contractor to act otherwise as deemed fit by the Client.
  5. Any act or omission on the part of any third party other than General Informatics.

(Totals depends on devices/users under management. Initial total fee detailed in Agreement Order separately)


Work RoleRateTotalCARE™ Rate (@  10% discount)
Associate Engineer$125112.50
Systems Engineer$150135.00
Senior Engineer$175157.50
Project Manager$150135.00
Solutions Architect$275247.50
Principal Consultant$275247.50

Work Type

Billed Separately

Under TotalCARE™


Minimum Time

TotalCARE™ Minimum Time

TotalCARE proactive work per issue




15 min




30 min

15 min

TotalCARE phone/email user support

No (Billed for advanced support)


30 min

15 min

T&M Work performed remotely



60 min

15 min

T&M  Work performed on-site



2 hrs

60 min




2 hrs

60 min




2 hrs

60 min

Support Request is Received either through email to or through a Service Ticket from Client portal –

Trouble Ticket is Created

Issue is Identified and documented in Help Desk system – Response is sent.

Issue is qualified to determine at what level of support it can be resolved. The ticket is assigned and scheduled as per the priority flag and availability of engineer.

If issue can be resolved through Tier 1 Support:

Level 1 Resolution - issue is worked to successful resolution

Quality Control –Issue is verified to be resolved to Client’s satisfaction

Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system

If issue cannot be resolved through Tier 1 Support:

Issue is escalated to Tier 2 Support

Issue is qualified to determine if it can be resolved by Tier 2 Support

Resolution Plan is created

If issue can be resolved through Tier 2 Support:

Level 2 Resolution - issue is worked to successful resolution

Quality Control –Issue is verified to be resolved to Client’s satisfaction

Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system.

If issue cannot be resolved through Tier 2 Support:

Issue is escalated to Tier 3 Support

Issue is qualified to determine if it can be resolved through Tier 3 Support.

If issue can be resolved through Tier 3 Support:

Level 3 Resolution - issue is worked to successful resolution

Quality Control –Issue is verified to be resolved to Client’s satisfaction

Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system.

If issue cannot be resolved through Tier 3 Support:

Issue is escalated to Onsite Support

Issue is qualified to determine if it can be resolved through Onsite Support.

If issue can be resolved through Onsite Support:

Onsite Resolution - issue is worked to successful resolution

Quality Control –Issue is verified to be resolved to Client’s satisfaction

Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system.

Exceptional handling in resolution

If information is needed – Ticket is marked ‘Waiting for Client’

An email is sent to the ticket owner requesting information.

If  a response is not received within 5 days from the Client, a notice is sent to the Client to respond within 3 days

Trouble Ticket is closed, if no response from Client.

Waiting on external entities

If waiting on parts or other Vendor – Ticket is marked ‘Waiting for parts’

An email is sent to the ticket owner about the status.

Once a ticket is complete, owner is emailed and given an opportunity to review the resolution for 24 hrs.  Tickets are then marked closed.

Owner can re-open the ticket from the Client portal.

REPORT: An executive report (owner level one page graphical information) and a detailed report (showing various detailed data, performance measures, etc.) will be sent to the primary contact for the client via email.

SURVEY: A short survey would be sent every month, to client who gives the client an opportunity to provide regular feedback and voice any concern regarding quality of service

INVOICING: Two invoices, first for the TotalCARE™ services for the month and a T&M invoice for the T&M services for the previous month would be sent once a month.  Payment is due as per the terms or before the end of the month.

  1. Standard terms applicable to all Service Levels outlined herein:


  1. “Claim” means a claim submitted by Customer to General Informatics pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.
  2. “Customer” refers to the organization that has signed a volume licensing agreement (“Agreement”) under which it has purchased TotalCARE™ Cloud Services from General Informatics.
  3. “Customer Support” means the services by which General Informatics may provide assistance to Customer to resolve issues with the Services.
  4. “Incident” means any set of circumstances resulting in a failure to meet a Service Level.
  5. “Microsoft” and “General Informatics” means the Microsoft entity, and General Informatics entity that you signed your Agreement with.
  6. “Service” or “Services” refers to the Microsoft Exchange Online service provided to Customer pursuant to the Agreement.
  7. “Service Credit” is the percentage of the monthly service fees for the Service that is credited to Customer for a validated Claim.
  8. “Service Level” means standards General Informatics and Microsoft agree to adhere to and by which it measures the level of service it provides as specifically set forth below.

Service Credit Claims

  1. General Informatics provides this SLA subject to the following terms. These terms will be fixed for the duration of the initial term of the subscription.  If a subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term.
  2. In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified Customer Support of the Incident, using the procedures set forth by General Informatics, within five business days following the Incident.
  3. To submit a Claim, Customer must contact Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incidents, the number of affected users and the locations of such users and any attempts made by Customer to resolve the Incident.
  4. In order for General Informatics to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by the end of the month following the month in which the Incident which is the subject of the Claim occurs.
  5. General Informatics will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.

Configuration Requirements and Acceptable Use

  1. Customers must adhere to any required configurations, use supported platforms, and follow any policies for acceptable use found at in order to make Claims.

SLA Exclusions

  1. This SLA and any applicable Service Levels do not apply to any performance or availability issues:
  2. Due to factors outside General Informatics’ reasonable control;
  3. That resulted from Customer’s or third party hardware or software;
  4. That resulted from actions or inactions of Customer or third parties;
  5. Caused by Customer’s use of the Service after General Informatics or Microsoft advised Customer to modify its use of the Service, if Customer did not modified its use as advised;
  6. During scheduled downtime; or
  7. During beta and trial Services (as determined by General Informatics).

Service Credits

  1. The amount and method of calculation of Service Credits is described below in connection with each Service Level description.
  2. Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.
  3. The Service Credits awarded in any calendar month shall not, under any circumstance, exceed Customer’s monthly Service fees.
  4. For Services purchased as part of a suite, the Service Credit will be based on the pro-rata portion of the cost of the Service, as determined by General Informatics and Microsoft in its reasonable discretion.
  1. Service Levels

Monthly Uptime Service Level


  1. “Downtime” is defined as any period of time when end users are unable to send or receive email with Outlook Web Access.” Downtime does not include the period of time when the Service is not available as a result of: (i) Scheduled Downtime or scheduled network, hardware, or Service maintenance or upgrades; or (ii) the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to General Informatics or Microsoft’s network by means of Customer’s passwords or equipment.
  2. “Scheduled Downtime” is defined as those times where General Informatics or Microsoft notifies Customer of periods of Downtime at least five days prior to the commencement of such Downtime. Scheduled Downtime of fewer than 10 hours per calendar year is not considered Downtime for purposes of this SLA.
  3. “Monthly Uptime Percentage” for a specific Customer is calculated by taking the total number of minutes in a calendar month multiplied by the total number of licensed users minus the total number of minutes of Downtime experienced by all users in a given calendar month, all divided by the total number of minutes in that calendar month multiplied by the total number of users. This is reflected in the following formula:

(Total number of minutes in a month x Total number of users - Total minutes of downtime experientced by all users in that month ) ÷ (Total number of minutes in a month x Total number of users)


Uptime Service Levels
Monthly Uptime PercentageService Credit
 < 99.9%5%
 < 99%10%
< 90%100%

Scroll to Top