Proactive Managed Service SLA

This Service Level Agreement (this “SLA”) governs the use of the Services under the terms of the Master Managed Services Agreement (the “Agreement”), between Client and Corserva, Inc. (“Corserva”, “we” or “us”) and is subject to all of the terms and conditions of the Agreement. Corserva may update, amend, modify or supplement this SLA from time to time. The terms and conditions of this SLA are applicable to the Corserva Proactive Managed Service only, and “Service” or “Services” as used in this SLA refers only to the Corserva Proactive Managed Service. Capitalized terms used herein but not otherwise defined will have their respective meanings set forth in the Agreement. In the event of any conflict between this SLA and the Agreement, the Agreement will govern.

1. Services Provided by Corserva. Corserva will use commercially reasonable efforts to provide the Services as defined by the plan or plans purchased or subscribed to by Client. Client has chosen to engage us to provide infrastructure management services (the “Services”). The Services consist of our providing proactive information technology (IT) support as described in this SLA, consisting of systems administration, IT management, and support services, for Client’s designated infrastructure (“Client’s Network”), which will be described in the as-completed systems summary that we will design and periodically update ( the “Client Systems Summary”). Client will have an opportunity to review and accept the Client Systems Summary as amended from time to time. After the Client Systems Summary has been accepted by Client, or deemed accepted if Client does not reject or correct it within 10 days, then the Client Systems Summary will be incorporated as part of this SLA.

2. Transition Period. The “Transition Period” for services under this SLA is estimated to be no longer than 30 days after the Service Commencement Date. Corserva and Client agree that Corserva will need SLA flexibility during the Transition Period, as during the transition phases; the overall operations are being ramped up and need time for proper setup, knowledge transition, and stabilization. All SLAs and associated credit and remedies are waived during the Transition Period.

3. Support Services Response and Resolution Times. Subject to the limitations contained in the Agreement and this SLA, we shall provide the Services for Client’s Network as designated in the Client Systems Summary; provided that Client shall have paid the applicable fees in accordance with this SLA. Client shall have telephone access to the Corserva support staff 24/7. Calls will be handled in accordance with the following table showing targets of response and resolution times for each priority level:

Trouble	Priority	Initial Response Time	Resolution Time	Escalation Threshold
Service not available (all users and functions unavailable)	1	1 Hour	ASAP – Best Effort	2 Hours
Significant degradation of service (large number of users or business critical functions affected)	2	2 Hours	ASAP – Best Effort	4 Hours
Limited degradation of service (limited number of users or functions affected, business process can continue)	3	4 Hours	ASAP – Best Effort	8 Hours
Small service degradation (business process can continue, one user affected)	4	8 Hours	ASAP – Best Effort	24 Hours

 

4. Support Tiers. The following table details and describes the Corserva support tier levels:

Support Tier	Description
Tier 1 Support	All support incidents begin in Tier 1, where the initial trouble ticket is created. The issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2 Support	All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced engineers.
Tier 3 Support	All support incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where support is provided by our most qualified and experienced engineers who have the ability to collaborate with 3rd party support engineers to resolve most complex issues.

 

5. Service Request Escalation Procedure. The following outline details and describes our service request escalation procedures:

• Support or Service Request Protocol
  1. We receive support request
  2. We create trouble ticket
  3. Issue is identified and documented in Help Desk system
  4. Issue is qualified to determine if it can be resolved through Tier 1 Support
• If issue can be resolved through Tier 1 Support:
  1. Level 1 Resolution – issue is worked to successful resolution
  2. Quality Control – issue is verified to be resolved to Client’s satisfaction
  3. Complete problem resolution details are updated in Help Desk system
  4. Trouble Ticket is closed
• If issue cannot be resolved through Tier 1 Support:
  1. Issue is escalated to Tier 2 Support
  2. Issue is qualified to determine if it can be resolved by Tier 2 Support
• If issue can be resolved through Tier 2 Support:
  1. Level 2 Resolution – issue is worked to successful resolution
  2. Quality Control – issue is verified to be resolved to Client’s satisfaction
  3. Complete problem resolution details are updated in Help Desk system
  4. Trouble Ticket is closed
• If issue cannot be resolved through Tier 2 Support:
  1. Issue is escalated to Tier 3 Support
  2. Issue is qualified to determine if it can be resolved through Tier 3 Support
• If issue can be resolved through Tier 3 Support:
  1. Level 3 Resolution – issue is worked to successful resolution
  2. Quality Control – issue is verified to be resolved to Client’s satisfaction
  3. Complete problem resolution details are updated in Help Desk system
  4. Trouble Ticket is closed
• If issue cannot be resolved through Tier 3 Support:
  1. Issue is escalated to Onsite Support
  2. Issue is qualified to determine if it can be resolved through Onsite Support
• If issue can be resolved through Onsite Support:
  1. Onsite Resolution – issue is worked to successful resolution
  2. Quality Control – issue is verified to be resolved to Client’s satisfaction
  3. Complete problem resolution details are updated in Help Desk system
  4. Trouble Ticket is closed
• If issue cannot be resolved through Onsite Support:
  1. IT Manager reviews requests, updated with complete details of all activities performed

6. Performance Goals. We will determine whether we have met any of the Services Goals described below and the service levels under this SLA. We reserve the right to change or discontinue Services Goals and service levels.

6.1 Initial Response Time Goal. The Initial Response Time Goal is measured from the time an issue is first reported to us by Client until the issue has been responded to with an initial email or phone call. Resolution of the issue will not be considered to be part of the Initial Response Time Goal.

6.2 Credits. If we fail to meet any of the Service Goals listed in Section 6.1 or 6.2 above, Client shall be eligible for a credit as Client’s sole and exclusive remedy for such failure. Credits will be calculated as a percentage of the fees for the Services for the current monthly billing period in which the failure occurred (to be applied at the end of the billing cycle). If we fail to achieve a Service Goal in a calendar month due to any cause other than a Service Goal Exclusion described in Section 6.4 below, then Client shall receive a credit in the amount set forth in the table below, up to a maximum of 50% the fees Client has paid for the current month to us for one month’s Services.

Goal Description	Remedy (credit) for Failure to Meet Initial Response Time
Trouble Priority 1	Each failure to meet the goal qualifies Client for a credit of 2% of monthly Services fees per event
Trouble Priority 2	Each failure to meet the goal qualifies Client for a credit of 2% of monthly Services fees per event
Trouble Priority 3	Each failure to meet the goal qualifies Client for a credit of 1% of monthly Services fees per event
Trouble Priority 4	Each failure to meet the goal qualifies Client for a credit of 1% of monthly Services fees per event

The maximum Credit may not exceed 50% of one month’s Services fee. The month begins on the first day of each calendar month and continues until the last day of that month. No more than one credit is applicable to any event.

6.3 Services Goal Exclusions. Service levels do not apply to, and we are not responsible for, failure to meet Services Goals resulting from:

• Client or end-user misconduct;
• failure or deficient power, equipment, or services not provided by us;
• delay caused or requested by Client;
• service interruptions, deficiencies, degradation, or delays due to access lines, cables, or equipment provided by 3rd parties;
• service interruptions, deficiencies, degradation, or delays during which we are not given the access we need;
• failure to provide a suitable secure environment for on-premises devices, including secure mounting and racking, appropriate cooling and air handling, security from theft;
• failure of any equipment not managed or under a service contract with us; or
• causes listed in Section 7 of the Agreement.

7. Service Exclusions. Our providing the Services under this SLA is conditioned on Client’s compliance with each of the following conditions:

• Client shall be in compliance with the Agreement, including all Exhibits and this SLA.
• Client shall be in compliance with all manuals and instructions for the hardware, firmware, and software.
• Client shall not have altered the software, shall have used only Supported Software, and shall have complied with all configuration requirements.

7.1 Excluded Services. Services rendered under this SLA do not include:

• Equipment service or repair made necessary due to unreasonable adverse environmental conditions or equipment applications beyond those for which the equipment was designated;
• Client’s equipment room was not properly designed for the equipment;
• Corserva Services necessitated due to adverse conditions created by acts of God or building modifications;
• Service interruptions, deficiencies, degradations, or delays due to any access lines, cabling, or equipment provided by third parties;
• Service and repair made necessary by the repair, alteration, or modification of equipment covered by this SLA, other than that authorized by us or an authorized service agency;
• Repairs, alterations, software installations, or modifications of equipment made by employees or agents of Client;
• Recoveries of any software, data, file structures, or file security necessitated due to a crashed hard drive;
• Maintenance of applications software packages, whether acquired from us or any other source;
• Programming (modification of software code) and program (software) maintenance;
• Virus outbreaks stemming from expired anti-virus software;
• Periods of scheduled maintenance and required repairs;
• Causes beyond our control;
• Downtimes that occur as a result of power or heat issues;
• Causes that are not reasonably foreseeable by us, including but not limited to, interruption or failure of telecommunications or digital transmission links or Internet slow-downs or failures;
• 3rd party patches to Client’s Network or patches to applications;
• Out-of-date Client contact information;
• Any major changes, such as a version upgrade or complete reinstallation in the operating system or Microsoft application such as SQL or Exchange;
• Any major change such as a version upgrade or replacement in major application such as ERP or Accounting Systems;
• Activities related to any lawsuit, legal inquiry, e-discovery, or other unforeseen requests;
• Physical relocation of Client’s Network;
• Peripherals external to Client’s Network, including but not limited to 3rd party wireless keyboards, copiers, printers, Network hubs and switches and Network routers;
• Client data, Client applications, and other aspects of Client’s Network that may be corrupted or may not function; and
• Causes listed in Section 8 of the Agreement.

7.2 Additional Charges. Our fees for any and all of the above-Excluded Services shall be an additional charge over and above the Services purchased under this SLA. Items not covered by the manufacturer warranty, such as replacement parts, may incur additional charges including, but not limited to, the cost of the required replacement parts.

8. Limitations on Credits and Remedies. Client is not entitled to a credit if Client is in breach of the Agreement (including any payment obligations to us) until Client has cured all such breaches. Client is not entitled to a credit if downtime would not have occurred but for Client’s breach of the Agreement or this SLA. To receive a credit, Client must contact its Services account manager within 30 days following the end of the downtime or the Service Level or Goal miss. Client must show that its use of the Client’s Network was adversely affected in some way as a result of the downtime to be eligible for the credit. The remedy in this SLA is Client’s sole and exclusive remedy for Client’s Network unavailability and Service Level or Goal misses. Notwithstanding anything in this SLA to the contrary, the maximum total credit for the monthly billing period, including all guaranties, shall not exceed 50% of Client’s fee for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods.

9. Services Delivery. Client is responsible for maintaining the following minimum requirements for the Client’s Network:

• Hardware supported must have an existing manufacturer’s warranty
• All hardware and software must be commercial grade
• Client must maintain third party support agreements for specialized or vertical applications
• All software must be legally licensed
• Client must have an approved and functioning backup solution
• All software in use must still be actively supported by the manufacturer
• Client must have a commercially acceptable antivirus solution
• Client must have a broadband internet connection
• All hardware and software solutions must be properly scaled for the task
• Client must provide adequate working space for Corserva
• Client must allow Corserva reasonable access and support maintenance windows for systems supported
• Client must have a designated point of contact for Corserva
• Client must have an approved firewall
• Corserva must have access to Client’s systems during business hours

10. Integration. This SLA is part of Client’s Agreement with Corserva.