Technology OneSource v10.X(S) Terms and Conditions

By consuming services of Technology OneSource the Client agrees with NetGain Technologies terms and conditions listed below:

BILLABLE TIME From time to time the Client will ask for the Provider to perform certain functions that are not included in their respective program. Provider shall invoice the Client when asked to perform these additional services.

ESCALATION If during the performance of this Agreement the cost of supporting the Client increases, the price of Technology OneSource under this agreement may be adjusted to account for these changes. Adjustments shall not occur more than once annually and shall not exceed 5% of the current Technology OneSource Monthly Fee at the time of adjustment. If a rate increase is greater than 5% in any twelve (12) month period the Client may request cancellation of the Agreement without penalty.

HARDWARE & SOFTWARE PROVIDED Client agrees to provide all computer, software and related equipment with respect to Client’s business, subject to the terms and conditions set forth in this Agreement. The equipment covered by Provider is listed in the addendum(s) and incorporated herein by this reference. Client agrees to provide computer software license & upgrade protection, subject to the terms and conditions set forth in this Agreement and in the “Software License Management” section. Provider states certain Products, meaning hardware and software, are covered under this agreement per the addendum. All covered equipment will be listed in Addendum “A” within 30 days of the Agreement start date.

SUPPORT SERVICES PROVIDED Services will be available and provided by Provider as described in the included Services Outline. All scheduled proactive maintenance services will be performed after business hours (8AM to 5PM Local Standard Time), Monday through Friday, excluding Provider recognized holidays. Any holiday service will be billed at two (2) times the published standard hourly rate.

CLIENT RESPONSIBILITIES Upon acceptance of this Agreement, Client shall endorse the Agreement and return the Agreement to Provider for execution. Client agrees to provide the administrative resources to complete the implementation of services (i.e. copying, phones, existing application information, Internet access information, authorized user lists, etc.). Furthermore, the Client agrees to provide the necessary documentation, if required, to complete the installation. This includes locally defined LAN addresses, naming conventions, administrator passwords, etc., as required to complete an installation. Client will also be responsible for providing access to user workstation areas and provide the name, phone number, e-mail address and title for each authorized user. Every user on the network must be listed as an authorized helpdesk caller. It is the Client’s responsibility to provide media for the existing software licenses that Provider will be supporting or installing. In order for the Provider to properly oversee the computer system it will be a requirement of the Client to provide appropriate communication line(s) for “event” monitoring.

COVERED EQUIPMENT Only the equipment as defined in our addendum shall be covered under the terms of this Agreement. Server support is limited to Microsoft Windows Servers. Client agrees Provider shall be the only vendor authorized to procure IT equipment & generally available software on their behalf to be connected or loaded onto the Clients network. Client agrees not to add any equipment to the operating network connected to the equipment defined in this Agreement without written notification to Provider. Any modifications to the network or covered equipment by the Client shall allow Provider to nullify all warranties and service agreements and client therefore releases Provider from any obligations to maintain said equipment and the full remaining value of this Agreement shall become due and payable.

IMPORTANT CLIENT INFORMATION To request services, Client shall call the Provider’s Service Center at the provided number 24 hours per day, 7 days per week, excluding legal and company holidays, except as otherwise set forth. With each request for services and at the time of each request, Client will provide Provider with the location, make model and serial number of the equipment to be serviced, a description of the problem or symptoms and a contact name and telephone number. Client agrees to allow Provider’s employees or its subcontracted service provider’s reasonable access to the premises and facilities where the Covered Equipment is located. Client agrees to provide an adjacent work area that includes adequate lighting, power outlets, a telephone line and at least one data transmission line, if applicable, for troubleshooting and testing communications.

Client agrees that Provider will make repairs under this agreement on a best efforts basis and is not obligated to provide rental equipment for use during repair time. For products purchased prior to this agreement, if any Covered Equipment is protected under a manufacturer's warranty, Provider expects and the Client agrees, to supply at Provider’s request within ten (10) days of the date of this Agreement copies of purchase invoices for such Covered Equipment as proof of purchase for warranty verification in order for this warranty to be submitted. Those invoices shall include date of purchase, manufacturer’s part number, description, serial number of the Covered Equipment, and any other information as may be required by the manufacturer to perfect warranty. This Agreement is deemed a service contract under federal law and covers services only unless otherwise specifically stated. Provider reserves the right to cancel coverage on any item of Covered Equipment if the item of Covered Equipment cannot be covered under Manufacturer warranty. Any time delay caused by Client inhibiting our ability to service such item will be billed to Client at our current time & materials rate, plus travel and expenses.

EXCLUDED SERVICES Provider’s obligations hereunder are contingent upon proper use of the Covered Equipment and do not apply to equipment that has been modified or subjected to unusual physical, electrical, or other stress. Network server support services

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(Proactive, Reactive and Monitoring) are limited to Microsoft Windows Servers only. Provider is not obligated to furnish remedial repair service: (1) if parts replacement, maintenance, adjustment or repair is required because of accident, neglect, misuse, electrical power failure, air conditioning, use of non-manufacturer recommended operating supplies or products, forced extension of equipment past expiration of manufacturer’s warranty, humidity control, damage caused by a freight carrier, or causes other than ordinary use; or (2) if the equipment is maintained or repaired by other than Provider’s personnel, without the prior approval of Provider. If remedial repair service is required due to any of the causes stated above, the service will be made at Provider’s discretion and at current rates and terms. Provider's Services also exclude (1) any/all product; (2) cabling and/or electrical work external to the equipment; (3) maintenance of accessories, alterations, attachments or other devices not specified; (4) services connected with installation or relocation of equipment; (5) operating system upgrades and modifications; (6) software programming, program maintenance, and other software-related support; (7) performance evaluation/tuning; (8) Software selection services; and (9) Problem resolution with communication line(s) or Internet carriers. All Covered Equipment must be in proper working condition at Client's location on the effective date of this Agreement in order for the equipment to be subject to this Agreement. Any necessary repairs performed by Provider to bring the Covered Equipment to such operating condition shall be billed at then-current rates and terms. Remedial repair services required because of improper installation of the equipment (provided the equipment was not installed by Provider), operator error or software related problems, are excluded from this Agreement and will be billed at then-current rates and terms. Any on-site service provided for communication lines or carrier related work is not included in this agreement and is billable at Provider’s current service rates.

DISCONTINUATION OF SUPPORT If the manufacturer of any item of Covered Equipment discontinues support of, or is unable to supply repair parts, components or modules for the Covered Equipment, and Provider is not able to reasonably obtain support, repair parts, components or modules from any other source in a timely fashion, then Provider may elect to discontinue Services for that item. In such case, Provider shall refund to Client, based on Provider's quoted fee for services relating to that excluded item, a pro -rata portion of any prepaid charges for the unexpired term of this Agreement (note that pricing is based on end-user counts – not all additions or removal of items from the covered components list shall affect pricing). That item shall then be excluded from coverage under this Agreement. Additionally, Client agrees that all covered components must be maintained to industry standard (current OS, recommended RAM, drive space, IOS, patches, updates, etc.). Upon validation from Providers’ Engineer that a covered component does not meet industry standard, written recommendation for upgrade and/or replacement from Provider shall be supplied to Client. Client agrees to provide remedy or to engage Provider under separate agreement to perform such recommendation. If Client elects to not maintain covered equipment or software as recommended, that item shall then be excluded from coverage under this Agreement. Provider shall supply Client with written notification that the applicable item(s) are no longer covered under this agreement.

SERVICE FEES All fees for service are due one month in advance. Client acknowledges and agrees the service fees paid to Provider do not include local, state or federal use, excise, personal property or other similar taxes or duties, and that any such taxes, if applicable, are the responsibility of and shall be paid by Client. All overdue payments shall bear interest from the first day of the month following the month in which the payment was due, at the rate of eighteen (18) percent, or the highest contractual rate permitted by applicable law, whichever is higher. This Agreement does not go into effect until all invoices for this Agreement have been paid in full and an executed copy of the contract has been provided to the Client. If Clients system expands by 10% or more due to a merger or acquisition, an immediate upcharge shall apply at current rates. If the Clients system shrinks by 10% or more, the client is required to fulfill the term at the rate prior to the shrinkage.

EXHIBITS Any exhibits issued hereunder shall incorporate this Agreement by reference. No additional or different terms appearing on the face or reverse side of any Client purchase order or any other document shall become part of such exhibits. Standard known exhibits include Addendum “A”.

TERMINATION Within the first 30 days following acceptance of this agreement Provider shall accomplish an initial list of tasks (as noted under the “services defined” section of this agreement). If within this period Provider mandates the client must spend additional dollars in order for Provider to support their network, the client may cancel this agreement, owing only the set-up fee. After the initial 30-day period, the Agreement may be terminated by either party upon any breach or default of the other once a “breach” has been cited in written form. The party with the breach has 30-days to cure the breach and if the breach is not cured, the other party may give written ten (10) days’ notice of cancellation. If the client wishes to cancel this agreement due to a default, a written cancellation notice must be sent via certified mail to: NetGain Technologies, Inc., Attn: EVP of Service Operations, 2031 Georgetown Road, Lexington, KY 40511. If the Clients request is after the initial 30-day period, forty-percent (40%) of the total remaining Agreement value shall be owed to Provider upon receipt of final invoice, due Net-15 days. If Client fails to pay Provider any amounts owed hereunder when due, Provider may immediately suspend performance of services until payment is made in full and pursue collections in any manner necessary and Client agrees to pay for all collection costs Provider may incur throughout the process until paid in full.

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SERVICE LEVEL DESCRIPTIONS AND MEASUREMENTS – BASE

SERVICES Problem Acknowledgement at Helpdesk– 1.1

SERVICE LEVEL SPECIFICATION

Objective NetGain shall measure adherence to problem acknowledgement and procedures for the taking and tracking of problems by defined Priority Levels and shall provide a positive acknowledgement of receipt of a problem within a specified time frame for each Priority Level.

Definition Provider problem management processes are to be consistent across all Client environments managed by the Provider. Priority Levels are assigned by the Provider while Client reserves the right to modify the Priority Level during escalation. Priority Levels and timeframe requirements are specified are in the table below. Events that constitute a problem under this service level are defined as any event for which the Provider has responsibility.

Calculation Method:

The percentage of total Problems received in accordance with the Priority Levels assigned by Client and acknowledged within the timeframes established by those Priority Levels per Reporting Period / Total number of Problems reported per Reporting Period. Final Score – Weighted at 15%

METHOD Data Capture The Provider’s problem tracking system will provide the appropriate reporting for measuring

goal achievement.

Measurement Daily

Interval

RESPONSIBILITY Reporting Monthly.

Period

Hours of Per agreement

Support

Resource All Problem Tickets

Range

SERVICE METRIC Service Level Problems acknowledged 95.0% or more of the time according to procedures and severity codes

Problem Acknowledgement Table

Priority Level Resolution Time ALL 95% acknowledged and assigned within 15 minutes of receipt

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Problem Management at Helpdesk – 1.2

SERVICE LEVEL SPECIFICATION

Objective Provider shall measure adherence to the Problem Management and Escalation Procedures for the

reporting and tracking of Problems by defined Priority Levels. In addition, to measure Problem resolution in Client’s environment to determine whether Problems are resolved in a timely and orderly manner so that End Users may resume their duties as quickly as possible. Note that problem resolution is one which is occasionally outside of the control of both Client and Provider. It is for this reason that problem resolution SLA’s are measured and reported; yet not included in the total scoring methodology employed.

Definition Providers Problem management and resolution processes are to be consistent across all Client environments managed by the Provider. Priority Levels are assigned by the Provider while Client reserves the right to modify the Priority Level during escalation. Priority Levels and resolution timeframe requirements are in the tables below. Events that constitute a problem under this service level are defined as any event for which the Provider has responsibility. Escalation is defined as the point of time a service request/ticket is moved from the Helpdesk and Remote Engineering Team to our Field Engineering Team for resolution.

Calculation Method:

Total number of Problems resolved within specified timeframes per Reporting Period / Total number of Problems reported per Reporting Period. Final Score – Weighted at 15%

METHOD

The Provider’s problem tracking system will provide the appropriate reporting for measuring Data Capture goal achievement.

Measurement Daily Interval

RESPONSIBILITY

Reporting Monthly. Period

Hours of Per contract Support

Resource All Problem Tickets Range

SERVICE METRIC

Service Level Problems resolved according to procedures and severity codes noted below

Problem Management Table

Priority Level Targeted Resolution Times – All Tickets

Priority 1 100% within 4 hours, or continuous support until resolution.

Priority 2 90% within 3 business days, or a solution presented/proposed.

Priority 3 85% within 3 business days.

Priority 4 75% within 3 business days.

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First Call Problem Resolution – 1.3

SERVICE LEVEL SPECIFICATION

Objective To improve on the efficiency of the Helpdesk and to improve on overall problem resolution time

in resolving first-time calls for in-scope helpdesk services

Definition The percentage of service desk calls that are resolved without hand-off or call-back for all calls relating to service problems within the scope of the IT infrastructure service.

Calculation Method:

The percentage of the calls which are resolved by a single remote engineer on the first call. The result is the number of calls that are resolved without hand-off as a percent of all calls. Final Score Weighted at 15%

METHOD

Data Capture Provider shall track and report first-call resolution statistics via its problem ticket system, and will provide detailed report results and resolution improvement programs to Client monthly.

Measurement Monthly Interval

RESPONSIBILITY

Reporting Monthly Period

Hours of Per Contract Support

Resource All Client employee Service Desk calls Range

SERVICE METRIC

75.0% or more Helpdesk calls are resolved at first contact. Service Level

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Project Schedule Adherence – 1.4

SERVICE LEVEL SPECIFICATION

Objective Provider shall provide for the completion of Professional Services projects within the timeframe

specified in the project plans approved of by Client

Definition Actual project completion time will be reported and compared to the forecast project

completion time contained in each project plan approved of by Client.

Calculation Method:

Number of projects completed by the scheduled delivery date for the period divided by total projects completed during the time period. Each project will be tracked, managed and reported on as agreed in the Statement of Work using Client’s Project Management Process. If a project score is not available for the reporting period, the weighted score is used. Final Score Weighted at 5%

METHOD Data Capture Provider will gather and report upon project timeliness during regularly scheduled Client

Management meetings. Each project will be tracked, managed and reported on as agreed in the Statement of Work using Client’s Project Management Process.

Measurement During each individual project duration.

Interval

RESPONSIBILITY Reporting Monthly

Period

Hours of Normal working hours during project duration.

Support

Covers all Provider managed and controlled Professional Services projects with a project plan Resource Range approved of by Client.

SERVICE METRIC Service Level At least 90% of Projects will be completed within the agreed project timeframe for

completion

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Fix/Repair End User Satisfaction Adherence – 1.5

SERVICE LEVEL SPECIFICATION

Objective Client requires Provider to assist in the evaluation of the over-all performance of the Provider during its provision of the Fix/Repair Services. The Provider will conduct a monthly Fix/Repair End User Satisfaction Survey. This Survey will measure the combined efforts of the Provider and Client to deliver a consistently high level of end user support for Fix/Repair services

Definition The Helpdesk and Fix/Repair End User Satisfaction Survey shall rate Client’s End User satisfaction. The Survey be based on five (5) yes/no responses, with each question providing a zero or 10 score with 10 being worst and 50 being best level of satisfaction. Provider will provide a survey with each helpdesk ticket closed. Scale definition as follows:

50 is Outstanding 40 is Excellent

30 is Average

20 is Fair

10 is Poor

Calculation Method:

The Helpdesk and Fix and Repair End User Satisfaction Survey shall measures the Client’s End User satisfaction. The Survey is based on five (5) yes/no responses, with each question providing a zero for No or 10 for Yes with 10 being best. The total of 50 is the best level of satisfaction. Each survey score is multiplied by 2. All surveys are averaged for final score. Final Score Weighted at 50%

METHOD Data Capture The Helpdesk and Fix/Repair End User Satisfaction Survey will be distributed to Client staff during the Fix/Repair activity via e-mail or leave behind and may be of a data consolidation method.

Measurement Upon service event completion

Interval

RESPONSIBILITY

Monthly

Reporting

Period

Hours of Per Contract

Support

All reactive and/or helpdesk service tickets issued in the reporting period. Resource Range

SERVICE METRIC

The total average score is 70% or greater.

Service Level

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Severity Code Descriptions

The problem severity codes are defined as follows:

Priority / Assigned By Response By Description Severity

Level

Priority 1 - Critical 15 Minutes 15 Minutes A problem or issue impacting a significant group of users or any mission-critical issue affecting a single users. (i.e. network down, mission critical systems inoperable, impacting deadlines or causing financial impact to the business). Communication is hourly until

resolved.

Priority 2 - Urgent 15 Minutes 1 Hour No critical business impact, yet a significant issue affecting a single user; or an issue that is degrading the performance or reliability of the network, however services are still operational. Also includes support issues that could escalate to P1-Critical if not addressed quickly. Communication to occur twice daily.

Priority 3 – Tier 1 15 Minutes 15 Minutes DEFAULT PRIORITY LEVEL FOR ALL INBOUND TICKETS. No global Helpdesk business impact, no performance or reliability impact. General and

routine helpdesk requests. Tickets in this priority are workstation centric with minimal server access required. Vendor management

requests are deemed P-3. Communication upon resolution.

Priority 4 – 15 Minutes Scheduled within 4 Routine support requests that impact a single user or non-critical

Scheduled Service hours software/hardware errors or a future scheduled visit. Communication to occur daily.

Priority 5 – 15 Minutes 8 Hours Monitor and maintain (Proactive maintenance, information Monitor & requests, non-critical NOC maintenance, monitoring of a specific Maintain application or functionality over a period of time. Communication

to occur daily.

Service Level Weighting

Service levels are weighted as follows and shall be managed accordingly.

SLA ID Description Weight

1.1 Problem Acknowledgement 15%

1.2 Problem Management 15%

1.3 First Call Problem Resolution 15%

1.4 Project Schedule Adherence 5%

1.5 Helpdesk and Fix/Repair End User Satisfaction 50%

100%

Weighted Score times Actual Score = SLA Score. The SLA Scores

are summed for the final SLA score.

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Service Level Status Reporting & Financial Penalty

The Service Level status reports and applicable service credits will be provided as follows:

Report Frequency Delivered Contents Via

Summary Monthly Email Problem Management: List of all problems received for Report month, current status, days open and SLA metrics 1.1,

1.2 and 1.3. Schedule Adherence – list of all projects for month, current state and metric 1.4. EU Satisfaction scores in Providers chosen format.

Financial Monthly Upon Request For those Agreements (exclusively) that are equal to or Penalty greater than $2,500.00 monthly; If Provider fails to

meet a total weighted score equal to or greater than 85% in any given month, Client may request a credit for that month in the amount of up to fifteen percent (15%) of Providers total Agreement charges for the applicable month. Credit shall be reflected on the following months invoice. Requests for any credits must be made within thirty (30) days from the period in question. Credits for services provided shall not be given beyond this point.

SERVICES DEFINED ■ Network Monitoring

Network monitoring is about creating a standard baseline of acceptable performance and when this baseline is exceeded, the automated system alerts the Provider so that the Provider can take action to help minimize the potential for Client downtime. When this occurs, the Provider remotely logs into your network to determine why this is happening and what corrective action could be taken to correct the problem. Since the Provider is to maintain a level of performance, the Provider will make the necessary changes to help prevent downtime or an interruption of service. The overall performance of the Providers work will be reviewed during the Sr. Client Services Mgr. meeting.

Features of this service include:

Monitoring 24 x 7, 365 days a year with the Providers action between the hours of 8:00 am to 5:00 pm local standard time, Monday – Friday, excluding Provider holidays for non-critical alerts. After hours alerts are evaluated and escalated by the Provider as necessary. When an alert that needs attention comes in after hours, the Provider may ask the Client if they want immediate action or wait until business hours. If the Client wants immediate action, that service will be invoiced outside of this Agreement (if other than a Priority 1 issue).

Provider will proactively monitor Microsoft Windows server event logs and manage the networking infrastructure, including routers, firewalls, servers, and switches.

Provider’s service technicians and engineers will connect to your network to perform emergency interventions as needed. Many of these incidents will be unnoticed by users and will result in a maximization of network availability.

Client will receive monthly status reports giving an account of any findings and actions taken by the Provider.

Provider staff will monitor your servers in order to execute and report system diagnostics and to evaluate the performance of your systems. These services are intended to identify and remedy potential problems before they compromise system processing.

The following services are included in this Agreement:

Gather information on devices to be monitored (name, IP address, services & processes to be monitored). Install agent on servers. Configure any licenses or required keys. Configure NOC for client, site, devices, and monitored processes or services. Configure for desired alerting escalation process (Client,

Help Desk or other). Ensure that all parties are copied/informed about the notification and escalation process desired by the client. Provider will proactively monitor server event logs and the networking infrastructure, including routers, firewalls, switches and servers

(number to be determined). Event logs will be monitored for specific key words and events to reduce false alerts. Client may receive automatic notification via email (if this is a requested configuration) as alerts are generated. Client will receive monthly status reports which reflect the monitored activity within an account.

Our remote monitoring software is monitored by our Network Operations Center (NOC) personnel and remote engineers. Additionally, the software can be set up to provide email alerts to individuals at the client site (or multiple individuals) when certain thresholds are met. Proper thresholds will be determined by Provider unless otherwise requested by the client.

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Our remote monitoring tools allow Provider to monitor TCP/IP and local services on our client’s network devices. When the system is set-up to monitor a client site, each device is set with a threshold so that when the threshold is met, an alert is sent. This lets people know there may be a problem in the making. These thresholds are initially set-up and fine-tuned over a period of 4 weeks so they are set to a tolerable level the client wants.

Once an alert is received, or it has changed status from “green” to “red”, the helpdesk personnel complete the following tasks:

1. Access the network, if possible, to verify results. 2. If the problem can be solved remotely in 20 minutes or less it will be rectified by our NOC personnel. NOC personnel will make client aware of

alert and actions being taken to resolve issue. 3. If unable to resolve in 20 minutes, a systems engineer is assigned to take ownership of the resolution. Whether this resolution takes place

remotely or onsite.

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■ Cisco IP Telephony Support

Based on the industry leading remote monitoring and management platform, NetGain Technologies’ Managed Unified Communications Solution is the most interoperable remote telephony monitoring and management solution on the market. Unlike other technologies that lock-you into limited tool choices, our solution is flexible by allowing you to select and integrate the tools you need for success. Our managed services program allows NetGain Technologies to:

Proactively manage and monitor pre-defined call processing and voicemail services to minimize telephone outages. Remotely connect to your IP Telephony system from anywhere on the Internet in a secure, reliable fashion using virtual private network

(VPN) and secure shell (SSH) technologies. Monitor and report on the status of phones, gateways, voicemail, and conference devices connected to the Cisco Communications

Manager and Cisco Unity systems. Receive automatic notification when preset thresholds are exceeded or when a telephone service fails so that problems can be

proactively addressed.

This service requires all components to be covered under SMARTnet Agreement through Cisco. If components are not covered under SMARTnet agreement, NetGain Technologies will provide a best-effort support however does not guarantee any resolution.

■ Electronic Vaulting

It is imperative that your network be designed to protect your data because Computer networks are firmly integrated in the daily operation of most businesses today. Organizations rely heavily on their computer systems to conduct business in an efficient, productive, and secure environment that allows them to stay competitive. When a company can’t access information or if the data suddenly becomes unavailable, the organization’s operation can be severely interrupted or, worst case, be forced to shut down. Most computer systems store and massage data across a wide spectrum of areas including accounting, Client service, inventory control, order tracking, etc. Data and the information that is derived from that data are one of the businesses most valuable assets. The Provider offers a completely secure, fully automated backup and data archiving solution for local and wide area computer networks. The electronic vaulting system can automatically detect files on your computers anywhere in your network that require backup (that the client has defined as required for backup). Once found, the system encrypts the files for security, compresses the encrypted files, and transmits the data through telecommunications lines to a “data vault” at one of the Provider’s remote locations. The entire backup process is performed on a predefined, scheduled basis. The electronic vaulting system gives you peace of mind that in a catastrophic disaster, you can quickly work to recover all of your data without the risk of loss or damage. With electronic vaulting, you can retrieve individual files or entire hard drives directly from the data vault via a simple point-and-click interface. The Provider will back-up the data the client directs to be backed up, and will confirm successful back-up on a daily basis. The basic service offering includes the required electronic vaulting license. This license allows the backup of most Office files/folders. The standard agent does not allow for backup/restore of individual Exchange mailboxes, Open files and/or SQL databases. Each of these optional components requires the Client to pay an individual license/agent fee of $800 each, installed.

Electronic Vaulting Services Provided: Provider agrees to provide a Vault Server to which the Client may connect to perform computer back-ups. Provider will assign the Client a Company Account and User Account for specific Software installed at the Client’s facilities for purposes of computer back-ups. Provider will provide electronic access to the Client’s back-up data for restoration and recovery purposes on a continuous basis. Provider reserves the right to ship the back-up data on tape or other computer media to the Client’s site within eight (8) business hours upon request.

Provider’s Responsibilities: Provider will provide Client access to the Vault to the Client on a “first come, first serve” and “best efforts” basis. Provider will not be responsible for any natural disaster, acts of utility providers or others that are beyond the control of Provider, which result in impaired functionality of the System. Provider will implement reasonable security and environmental precautions to ensure a high level of system availability. Provider agrees to hold confidential all of the Client’s data in its possession, exercising the same degree of care that a reasonable and careful company would exercise with similar data of its own. Provider will not arrange for the communication lines between Provider and the Client as part of this Agreement. A retention of seven (7) days (i.e., restore points) shall be maintained unless otherwise instructed by Client in writing.

Client Responsibilities: The Client will perform regular back-ups via the Provider Client Software and will report any errors in executing such back-ups promptly by voice, fax, or e-mail to Provider. The Client will ensure the communication services used to connect to Provider’s site are error free and reliable. As needed, Provider will, at Client's request, attempt to restore the software or data back-up on a "best efforts" basis only.

Restrictions on Use: The Client agrees to use the provided Software only for the Client’s own business and data. The Client shall not

permit any third party to: (a) use the provided Software, (b) process or permit to be processed the data of any third party, (c) use the provided Software in the operation of a service bureau, or (d) sublicense or allow any third party to sublicense the provided Software. The Client, solely to enable it to use the provided Software, may create up to two archival copies of the provided Software, provided that the copies contain the copyright and proprietary notices of the software's developer. The Client shall have no other right to copy the Software and all copies are the exclusive property of Provider. The Client agrees that only Provider and the manufacturer shall have the right to alter, maintain, enhance, or otherwise modify the Client Software. The Client shall not disassemble, decompile, or reverse engineer the provided Software.

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SERVICE LEVEL DESCRIPTIONS AND MEASUREMENTS – SECURITY SPECIFIC SERVICES ASSOCIATED WITH ONLY V10S AGREEMENTS NetGain Technologies partners with BAE Systems to extend Security Services and associated SLA’s. Together we will use commercially reasonable efforts to meet the following service level agreement (“SLA”) to Client with term commitments of three or more years. The SLA offers the following commitments: General • 24/7/365 Real-Time Live Monitoring and Reaction to all Incident Alerts • 24/7/365 Real-Time notifications via email of Incident Attempts • Automatic daily updates of signatures and rules • All Incidents will be reviewed within 10 minutes • 99.99% monitoring center uptime • 24/7/365 access to secure web-based Client portal • 24/7/365 phone and email access to security analyst personnel

o All requests/changes received via phone will be completed with the client on the phone, unless otherwise instructed by client. o All email requests/changes will be responded to and/or completed within 4 hours

NetGain/BAE Systems Equipment – In the event of a hardware failure, BAE Systems will ship a new Appliance within 24 hours, Monday through Friday between the hours of 8:00am and 5:00pm EST. Non-Performance Credit – If NetGain/BAE Systems fails to perform any function defined in this SLA according to defined thresholds, Client’s sole remedy and NetGain’s/BAE Systems’s sole obligation will be to provide Client with a credit equal to 1/30th of the monthly recurring charges per day of the missed SLA for every day affected. Client Information Confidentiality – All information provided by Client to NetGain/BAE Systems will be kept confidential and only used to support the services contained in this contract. Partners, agents, or contractors of BAE Systems who are allowed access to Client’s information are required to keep all information confidential and not use for any reason other than to carry out the services they are performing for BAE Systems. All personal information (such as name, address, phone number) will not be given or sold to any outside company for its use in marketing or solicitation. Data Privacy – With the exception of information specifically authored by or on behalf of BAE Systems, BAE Systems does not develop or publish, nor does BAE Systems review, censor, or edit the material and information which are assessable through the BAE Systems network, or the materials and information which are accessible through any other network which may be connected to the BAE Systems network. Disembarkment Policy – If Service is properly terminated and paid in full, upon Client’s written request, NetGain and BAE Systems will delete all Client related data. Client may also choose to receive a copy of their event log retention data for a fee of $250 in a format and method to be agreed upon, if requested in advance of termination date.

If the Client requests Provider to provide additional services beyond the scope of the Technology OneSource Program and Provider agrees to provide such services, such services shall be provided at

Provider’s standard hourly rates, as such standard hourly rates may be modified from time to time by Provider. As of the date hereof, Provider’s standard hourly rates are as follows:

Standard Published Hourly Rates

Engineer Type Description M-F, 8x5

Planned After Emergency

Hours After Hours

System Engineer Hardware Fix/Repair of Desktops,

$150

Printers and other End-User Peripheral $225 $300

Devices

Operating Systems, Peripheral Devices

Consulting Engineer and Systems Network Infrastructure;

$200 $400

Switches, Routers, Firewalls, Storage. $300

Base rate for all Professional Services

Engineering

Sr. Consulting Network Design & Analysis, Cloud $300

$450

N/A

Engineer Analysis and Design, Cisco/Network

WAN Expert Security Services

Excludes services provided on NetGain approved Holidays.

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