MSP NAME & LOGO Letterhead March 7, 2016 Contact Name Title Company Address Dear Contact, As a result of our discussions, we have prepared this managed service desk proposal for ABC Group LLC (ABC). The solution options presented below are based on ABC’s business needs and technical information gathered at recent meetings, our experience and service delivery capabilities. MANAGED SERVICES DESK SOLUTION OPTIONS: Option A.* B.* Option Description Desktop Care for 15 desktop machines and users Fileserver Care for 1 fileserver machine Total Investment Monthly $1,500 $600 Yearly $ 18,000 $ 7,200 $2,100.00 $25,200.00 Recommended options Circle desired options The Managed Service Desk (MSD) solution options are based on the following: Needs 1. ABC utilizes technology extensively in order to support business operations. ABC is currently undergoing a technology infrastructure upgrade and end user education project. Upon completion of the project, ABC is seeking a managed service provider to: a. b. c. d. e. Minimize business technology infrastructure downtime. Minimize end user problems and related downtime. Increase worker productivity through knowledgeable use of technology. Monitor system performance and ensure optimal operation. Maintain the business technology infrastructure so ABC can focus on the business. Solution - MSD 2. MSP Name, Inc. (MSP) is recommending ABC utilize our Managed Service Desk (MSD) solution to achieve objectives. The MSD: a. Is ABC’s single point of contact (SPOC) for business technology related questions and issues. b. Responds to technical support requests (TSR) from end users utilizing the ABC standard desktop. c. Performs regular and scheduled managed services tasks on MSP supported ABC machines including 15 user desktop machines and 1 fileserver machine(s). d. Produces budgets and configurations for technology projects and services not covered by the MSD. 3/7/2016 Authorization to start: Page 1 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME e. Holds scheduled management meetings to review MSD progress, discuss new business needs and technology solutions and adapt the MSD as needed to meet business needs. MSD - Covered Locations 3. We will provide coverage to all machines located at the business address listed in this engagement letter. 4. Consider mobile laptops and hand held devices, and requirements of supporting them when users are not in the office. 5. Consider home office locations or other locations and the requirements to support them. MSD - User Service Desk 6. Authorized ABC users will have access to the MSD for resolving technical support requests (TSR’s). a. Authorized users will be finalized and listed prior to starting the MSD service. b. Users will be able to register TSR’s by calling our toll free 800 number, 800-555-8000, or using MSP’s customer portal. We will educate users on registering calls during our MSD kick off meeting. c. TSR’s will be worked through over the phone with the end user to resolve the problem for up to 15 minutes or shorter. We will then move to take remote control of the user machine to continue working on the problem. d. The goal will be to resolve user problems remotely and get the user up and running ASAP. e. We will dispatch an engineer desk side when remote resolution does not work, or begins to impinge on a user’s ability to work. f. Prior to dispatch, we will escalate TSR’s to your onsite SPOC, a staff member you designate (e.g. Ozon). The SPOC will act as the eyes and hands of our engineer when needed. g. We will record each call made to the MSD, and the effort required to resolve it. Management reports will be made available and reviewed on a monthly basis. h. Users can access the service desk from 7 a.m. to 7 p.m. MSD - Server Managed Services 7. We will perform managed services on ABC’s supported network fileserver. A list of services is attached. Services include: a. We will configure your fileserver to send status messages and alerts to our network operations center (NOC). These status messages will be monitored. b. If a problem is detected, we will attempt to resolve the problem using an escalating series of actions. c. If the problem requires extensive work to resolve, and falls outside the scope of this agreement, we will prepare a separate budget for your approval. An example would be if a system that is out of warranty experiences a hardware failure and needs to be repaired. d. We will update relevant software and hardware components on each covered machine with certified manufacturer updates, patches and/or fixes, as they are made available. 3/7/2016 Authorization to start: Page 2 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME Prior to updating your systems, we will test updates to ensure they do not adversely affect technology operations e. We will monitor critical fileserver logs, Internet access, the Exchange e-mail system, tape backup, virus logs, switches and the UPS. f. We will maintain fileserver virus updates, the tape database, storage, the e-mail post office, operating system patches, server monitoring agents, performance, availability and other relevant system resources. g. {MSP} guarantees in the event of a hardware failure, an OS security exploitation, or a server-side virus infection that you will not be billed for the labor required to restore your server to the point provided by the last good and available backup. Furthermore, the customer reserves the right to request that the disaster recovery service be delivered during business hours, nights, and/or weekends. {MSP} will attempt to the best of its available resources to meet the customer’s scheduling requests. h. Servers will be available from 7 a.m. to 7 p.m. i. Server maintenance will be applied after 7p.m. Monday to Friday, or on weekends. MSD - Desktop Managed Services 8. We will perform managed services on ABC’s supported user machines. A list of services to be delivered to each machine is attached. a. We will provide a final list of supported machines after our system audit is complete and reviewed with you. b. If remediation services are needed to resolve specific machines issues, they will be covered under a separate remediation agreement. c. All machines covered under this agreement will be standardized to support only those applications required by the business. Once a machine is standardized, it will be locked down so no modifications can be made by anyone. Requests for modifications can be submitted to the help desk and reviewed on an as needed basis. d. If a machine is not covered under a valid manufacturer warranty, and it is not possible to remediate machines issues, you may have to purchase a replacement machine or the machine will not be covered under this agreement. e. Desktops will be available from 7 a.m. to 7 p.m. f. Desktop maintenance will be applied after 7p.m. Monday to Friday, or on weekends. What is Covered and Not Covered 9. Parts and labor are covered for all TSR’s and managed services tasks executed on end user standard machines holding a valid manufacturer’s parts and labor warranty. 10. Parts and labor are not covered for machines or other devices that do not have a valid manufacturer warranty. For example, an end user calls and registers a call that their hard drive is broke. After responding to the call, we determine the hard drive is broke, and the machine is not under warranty. We will respond to the call to determine this information and then generate a budget to resolve the hard drive hardware problem on the out of warranty device. 11. If a machine or is under warranty, we will manage the manufacturer technical support resources to repair the broken hardware and then we will restore the device to working condition using standard machine restoration services. See the attached description of this service. 12. Rollouts of new PC’s or laptops, prototypes of devices not previously in use at ABC, capital projects and other items not specifically mentioned here, are not covered under this MSD 3/7/2016 Authorization to start: Page 3 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME budget. These items will be budgeted under separate cover, as needed, with separate approvals required. Prerequisites 13. The solution options presented are based on the completion of the business technology infrastructure upgrade project we submitted under separate cover. As a result of the upgrade project, ABC: a. Will have a defined, standard end user desktop machine with a fixed set of applications b. Will have current network fileserver, switch and other core network products. 14. ABC has approved the purchase of a hot spare user machine to be setup onsite. We will use the hot spare to relocate a worker whose machine is not operational for some reason. This machine will also be used to test machine updates and other user machine related tasks. 15. ABC has approved the purchase of a separate management point of presence machine to be setup onsite. This machine will be used to download system updates, store machine backups, monitor non-windows devices and manage the server and network. (We can setup an existing user PC as the administrator PC or a separate PC only used when administering the technology infrastructure. We can use the hot spare as well.) Management Reporting 16. We will review management reports monthly, on a scheduled basis. Management reports yield information on the tasks being executed by the MSD. 17. Based on our joint review, the MSD budgets and service levels in effect can be modified to reflect recent experiences, as needed to maintain an agreed upon MSD service level. 18. Reports will be emailed and we will hold online review meetings. 19. Consider forming a business technology advisory council consisting of key client business contacts and leaders as well as a CIO like MSP consultant. Schedule quarterly meetings and look to move to CIO role and outsourced IT department status. Service Levels 20. To ensure problems or issues with covered machines do not impact the operation of the business, we will provide the following service levels: a. XX-minute response to user portal requests. b. If a user calls in, we will gather relevant information to resolve the problem during the initial call. c. XX-hour onsite response for when fileservers or core network hardware is not operational and users cannot work. d. Next business day response for when users cannot work due to machine problems that cannot be resolved remotely. Depending on how many hot spare machines are in place on your site, we will get the same number of end users back to work on the hot spare(s) within 15 minutes of identifying a problem that cannot be resolved remotely. e. Scheduled responses to non-critical problems, as needed. 3/7/2016 Authorization to start: Page 4 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME f. We will update each machine with suggested manufacturer updates within 5 days of release and after testing reveals no issues with the updates. If there is an issue and we cannot execute system updates, we will inform you within the same time frame. g. Servers will be available and accessible from 7 a.m. to 7 p.m. h. User desktops will be available from 7 a.m. to 7 p.m. i. Consider application availability windows, response times, etc… j. Each user call and MSD task executed will be recorded. We will review the results of the MSD services delivered. If the stated service levels are not met in any given prior quarter reviewed, ABC will receive XX hours of onsite user training, or a XX% reduction in fees for the next month of service delivered. Hours of Coverage 21. MSD coverage hours are 7 a. m. to 7:00 p. m., Monday to Friday. Coverage will not be provided on national holidays, weekends and after hours unless specifically requested. We will prepare a separate budget in response to your request for additional services outside the scope of this agreement. 22. Our machine management agent and other basic management tools must be setup on your fileserver(s) and user machines. This provides us the ability to monitor and manage your technology infrastructure. We have budgeted for setting up management tools in the infrastructure upgrade budget. 23. {MSP} will regularly install patches and critical updates to your server to help ensure that you are guarded against the latest vulnerability threats. For many of these updates to be installed properly your server must be restarted. {MSP} will restart your servers, as necessary, between our regular maintenance window of 11PM and 4AM Sunday through Saturday. If the expected downtime is greater than 15 minutes then {MSP} Managed Services staff will contact you to inform you of the outage. You reserve the right to request that {MSP} reschedule the outage to align with your business needs. General Conditions 24. Any hardware and/or software product support proving to be unreliable and problematic may need to be replaced if it needs to be supported by the MSD. We will review unreliable and problematic machines as needed, or during our regular review meetings. 25. In order to begin the MSD service, we will audit your network and populate our MSD database with information on the components of your technology infrastructure, including user name and machine details and relevant historical information. As a result, every call and/or service provided can be tracked against the component and user serviced. 26. We will provide an ABC company wide training session for up to 2 hours to kick off the MSD service, upon ABC authorization. ABC users will be introduced to the MSD. 27. {MSP} reserves the right to bill for labor incurred during a server recovery if circumstances surrounding the customer’s server failure meet the following codifications in whole or in part: a. Environmental failure events that render hardware unusable. b. Force Majeure events beyond {MSP} reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disaster, war, and national emergency. c. Any act or omission on the part of any third party other than {MSP}. 3/7/2016 Authorization to start: Page 5 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME Non-Solicitation 28. Customer acknowledges that MSP has a substantial investment in its employees that provide Services to Customer under this Agreement and that such employees are subject to Company’s control and supervision. In consideration of this investment, Customer agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving Company’s written consent. 29. If any employee terminates his or her employment with Company (regardless of the reason for termination), and is employed by Customer (or any affiliate or subsidiary of Customer) in any capacity either during or within a 6 month period, Customer shall immediately pay Company an amount equal to 50% of the then current yearly salary or wage paid by Company to such employee. Payment Terms 30. We require an initial payment equal to one month of service delivered and agreed to under this agreement. 31. Invoices will be sent electronically on the first of the month and are due within 30 days. 32. If payments are not made in a timely fashion, we reserve the right to cancel the service. Termination Terms 33. MSP or Client can terminate this agreement with XX days notice. Agreement If you are in agreement with the details presented in this managed services desk engagement letter and wish to begin the engagement outlined, please circle the desired options above. Please sign this letter below, initial the bottom of each page, and return it to us with a valid purchase order or other company authorization. Upon receipt of this information and your initial payment, we can schedule our kick off meeting and user training sessions. Client, I am available to review any of these options. If you have any question please contact me at your convenience. Sincerely, Leonard DiCostanzo Business Technology Officer MSP, Inc. CC: __________________________ Authorizing Client Contact Managing Partner The Client LLC Anyone in the process 3/7/2016 Authorization to start: Page 6 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME Managed Service Desk Solution 1. Desktop Managed Services include: Hardware and software asset inventory management (collection, audit, and reporting) Baseline software package distribution and configuration (templates) Anti-virus/anti-spyware scans, detection, and removal Deployment of critical operating system and software patches including service packs Enforcement of IT policy management including application/network usage, security, SOX/HIPAA compliance and/or best practices Scheduled maintenance including deletion of temp files, disk de-fragmentation, registry cleaning, and internet debris clean up Desktop Monitoring/Trending of CPU utilization, % Free Disk Space, Available Memory, NIC Performance and Errors Desktop Care Service 1. Asset Inventory Management* 2. Software Package Distribution** 3. Anti-Virus/Anti-Spyware Management*** 4. Patch and Service Pack Management** 5. IT Policy Management** 6. Scheduled Machine Maintenance* 7. Desktop Monitoring/Trending Standard Care *Services carried out weekly **Services carried out as needed ***Must license Kaseya Endpoint Security, otherwise will do best effort. Features of Desktop Managed Services Site Assessment and Inventory Proactive Service Management and Status Reporting Best Practice Driven Automated and Reliable Benefits of Desktop Managed Services Reliability Security Consistency Productivity Cost Management and Control Performance Managed Expansion and Growth 3/7/2016 Authorization to start: Page 7 of 8 Start Date:_________ MSP, Inc. Managed Service Desk Proposal for CLIENT NAME 2. Server Managed Services include: Hardware and software asset inventory management (collection, audit, and reporting) 24X7 server monitoring, alerting, troubleshooting, and notification Resolve basic fixes, escalation of issues, logging of tickets in MSP’s ticket system for fixes and maintenance performed Event Log monitoring and review Back up monitoring/log checks and review – Windows Event Logs for backup exec Anti-virus/anti-spyware log checks and review Server availability checks and monitoring Critical service availability checks and monitoring including DNS, DHCP, TS, SQL Server, Exchange, IIS, etc. Basic response time monitoring and review Performance metrics monitoring, review, and reporting Deployment of critical operating system and software patches including service packs Patch and service pack management and logging Anti-virus/anti-spyware scans, detection, and removal Clearing virus and spyware quarantines Scheduled maintenance including deletion of temp files, disk de-fragmentation, registry cleaning, and internet debris clean up Reboot of servers as needed Enforcement of IT policy management including protection of critical files and file systems, application/network usage, security, SOX/HIPAA compliance, best practices Includes network device availability monitoring and notification for up to 5 network devices per customer site Server Care Service Standard Care 1. Asset Inventory Management* 2. 24X7 Server Monitoring & Alerting 3. Remediation, Escalation, Logging 4. Event Log Monitoring 5. Back Up Log Monitoring**** 6. Anti-Virus/Anti-Spyware Monitoring*** 7. Server Availability Monitoring 8. Critical Service Monitoring 9. Performance Monitoring & Reporting 10. Anti-Virus/Anti-Spyware Management* 11. Patch and Service Pack Management** 12. IT Policy Management** 13. Scheduled Machine Maintenance* 14. Network Device Availability Monitoring *Services carried out weekly **Services carried out as needed ***Must license Kaseya Endpoint Security module, otherwise will do best effort ****Must license Kaseya BU-DR module, otherwise will do best effort 3/7/2016 Authorization to start: Page 8 of 8 Start Date:_________