Services Attachment

This Services Attachment (“Attachment”) entered into as of [OrderPorterSignedDate!MM/dd/yyyy] (“Attachment Effective Date”) is incorporated into and made a part of the Master Services Agreement (“MSA”) dated [OrderPorterSignedDate!MM/dd/yyyy] by and between Accellis Inc. d/b/a Accellis Technology Group (“Accellis”) and [Company.CompanyName] (“Client”). The parties agree:

1.     Capitalized terms have the meaning set forth in the MSA or herein. Exhibit B includes specified Exclusions. Exhibit C includes a list of definitions.

2. This Attachment shall commence on [OrderPorterSignedDate!MM/dd/yyyy] (“Effective Date”) and continue for a period of three (3) years  (“Initial Term”) and shall automatically renew for successive periods equal to the Initial Term and each such renewal shall be a “Renewal Term” on the same terms and conditions except that the fees shall increase by 5% or the amount of the annual consumer price increase published by the U.S. Department of Labor for the month of the renewal, whichever is greater, unless written notice of termination is provided at least sixty (60) days in advance.

3. Accellis shall, for the fees set forth in the proposal, paid monthly and in advance, provide:

MITS Standard

• Remote Monitoring & Management (RMM) including 24×7 Alerting, & Reporting

• Remote Access for Admins including Follow Upon Reboot & Remote Access to Workstations for All End Users

• Network, Server, and Workstation Support & Maintenance including Windows Updates & 3rd Party Patch Mgmt

• Management of Active Directory, Azure AD, Backup & DR, Hypervisor, All Windows/Linux Server Roles, etc.

• Service Desk (Mon-Fri 8:00am-5:30pm) and 24×7 Self-Healing

• Application Support for Productivity & Line-of-Business Apps Current on Vendor Support

• Support on Networked Printers, Internet, Wi-Fi, and Peripherals Current on Vendor Support and Warranty

• Technical Account Manager including vCIO Services with Asset & Vendor Management

• Remote Support, Phone/Email/Chat/Portal Support, Client Portal, and Analytics Dashboards

• Dark Web Scanning for Compromised Credentials Monthly Reporting

• ClipTraining for Pre-recorded Office 365training, plus Custom Accellis Content as uploaded by Accellis

MITS Complete

• Remote Monitoring & Management (RMM) including 24×7 Monitoring, Alerting, & Reporting

• Remote Access for Admins including Follow Upon Reboot & Remote Access to Workstations for All End Users

• Network, Server, and Workstation Support & Maintenance including Windows Updates & 3rd Party Patch Mgmt

• Management of Active Directory, Azure AD, Backup & DR, Hypervisor, All Windows/Linux Server Roles, etc.

• Service Desk (Mon-Fri 8:00am-5:30pm and 24×7 Self-Healing)

• Application Support for Productivity & Line-of-Business Apps Current on Vendor Support

• Support on Printers, Internet, Phones, Wi-Fi, and Peripherals Current on Vendor Support and Warranty

• Technical Account Manager including vCIO & vCISO Services with Asset & Vendor Management

• Remote Support, Phone/Email/Chat/Portal Support, Client Portal, and Analytics Dashboards

• Dark Web Scanning for Compromised Credentials Monthly Reporting

• ClipTraining for Pre-recorded Office 365training, plus Custom Accellis Content as uploaded by Accellis

• Onsite Support

CORE Security powered by Microsoft

• DNS Protection
• Dark Web Scanning
• Vulnerability Management
• Microsoft Secure Score Management (1 Hour/Mo, Hourly Thereafter)
• Business-Hours No SLA Alerts Management (1 Hour/Mo, Hourly Thereafter)
• Quarterly End User Anti-Phishing Campaigns
• Microsoft Defender for Endpoint (Customer-Supplied Licensing)
• At Risk User Monitoring
 
4. Client shall:
a. provide the information sufficient for electronic prepayment as set forth in Exhibit A;
b. appoint a trained Client representative familiar with the correct operation of the products and available to Accellis to assist with Services hereunder;
c. provide and maintain an environment that meets product specifications and replace out of warranty or end of life systems;
d. maintain adequate, verified backup copies of all software (i.e. operating system, application, and data files) on suitable media;
e. maintain all required licensing ;
f. maintain Accellis recommended bandwidth to support the network ;
g. allow installation of monitoring, remote access and any other software deemed necessary by Accellis to maintain and support the systems covered hereunder;
h. provide remote access to  machines with heat, light, and power at no charge;
i. pay for any media, shipping, downloading, installation, or other related costs required in    obtaining maintenance releases and patches;
j. shall subscribe and keep current maintenance/support agreements with the manufacturer of the products we support and allow Accellis to contact the manufacturer on your behalf;
k. be responsible for any additional hosting charges incurred by the addition of Accellis-site equipment;
l. with respect to software of third-party manufacturer provided to Client through Accellis, further:
i. agree to third party manufacturer licensing terms (i.e. Microsoft), including under the Microsoft New   Commerce Experience program, and such terms are incorporated into this Attachment by reference;
ii. make Accellis “Partner of Record” or equivalent with such third-party manufacturer in Client’s service portal or equivalent;
iii. consent to licenses purchased under this Attachment as non-refundable, non-resaleable, and non-transferable;
iv. pay Accellis (even if Client secures another service provider) for the number of initial or additional licenses Client requests for the entire term or renewal term of the third party manufacturer in accordance with such third party manufacturer’s current policies and pricing (which may be changed by the third party manufacturer) and any price increase or additional charges implemented by such third party manufacturer, which shall be reflected on Client’s account and charged to Client accordingly and are required to pay for such licenses in full until the expiration of the license terms;
v. not decrease,  cancel or transfer licenses at any time; and
vi. add additional licenses pursuant to the foregoing and subject to all the terms of this Attachment and shall renew or expire as though purchased as of the Attachment Effective Date.
 
5.     Additional Terms
a. User counts will be audited monthly and increased or decreased, as necessary. User and server counts may not be reduced if third party manufacturer prohibits reduction (i.e. Microsoft 365)
b. With respect to CORE Security Services, incident response and forensics is excluded from the Service hereunder
c. Accellis CORE Security Service aligns to components of the NIST Cyber Security Framework. Accellis focuses on vulnerability management, anti-phishing, and alerting to provide portions of NIST technical controls. It is the responsibility of each Client to review the NIST Cyber Security Framework themselves to ensure that all aspects of the framework are accounted for. Accellis in no way guarantees Client to be absent of cyber security risk upon implementation of CORE Security.
d. Any services outside the scope of this Attachment shall be supplied by Accellis pursuant to the MSA at its regular billing rates in the form of a separate Project Attachment, including:
1) Customized training
2) Customized reporting
3) Hardware repair and/or replacement of Client owned equipment
4) Other services which are impractical for Accellis, such as, alteration of products (i.e., custom programming)
5) Implementation or expansion of new systems
6) Services to remediate issues related to upgrades, configuration changes and customizations performed by Client  .