Master Services Agreement

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General Terms

1. Services.

2. Payment and Invoicing Terms.

3. Change Orders.

4. Termination.

5. Effect Of Termination.

6. Warranty.

7. Liability.

8. Insurance.

9. Dispute Resolution.

10. Employee Non-Solicit.

11. Confidentiality.

12. Injunctive Relief.

13. Proprietary Rights.

14. Residuals.

15. Reservation Of Rights.

16. Force Majeure.

17. Miscellaneous.

EXHIBIT A

SERVICES DESCRIPTION AND PRICING

Technical Services and Rates

 

Fee (per hour) Conditions
Remote Support $155/hr 10 minute minimum
Onsite Support
Regular Business Hours (M-F) $155/hr 2 hour minimum
After Hours $155/hr 1/2 hour minimum
Holidays $155/hr 2 hour minimum
Travel $155/hr Travel time is portal to portal. Must be approved by Client in advance.

Rates are updated annually. Fees and any increases or decreases thereto for all Passthrough Services and Third-Party Services will be passed through automatically to Client.

MIS Solutions provides fixed fee projects where applicable.

EXHIBIT B

EQUIPMENT ATTACHMENT

This Equipment Attachment is included in and made a part of the Master Services Agreement. This Equipment Attachment applies only to physical products purchased by Client from or through MIS.

_____ MIS Initial, if Exhibit is applicable
_____ Client Initial, if Exhibit is applicable

EXHIBIT C

HOSTING ATTACHMENT

This Hosting Attachment is included into and made a part to the Master Services Agreement.

_____ MIS Initial, if Exhibit is applicable
_____ Client Initial, if Exhibit is applicable

1. The Hosting Services.

2. Use of the Hosting Services by Client.

3. Client’s Passwords and Account Security.

4. Client Materials in the Hosting Services.

5. Proprietary Rights.

6. License from MIS.

7. Client Material License from Client.

8. Software Updates.

9. EXCLUSION OF WARRANTIES.

10. LIMITATION OF LIABILITY.

EXHIBIT D

SUPPORT TERMS AND CONDITIONS

Support
E-Mail Support: Available 24×7 for submission of issues; response time during Regular Business Hours
Telephone and Onsite Support: 5 days per week, Monday through Friday MIS holidays excepted, Regular Business Hours. MIS records and monitors all telephone calls and other communications for quality assurance purposes.
After Hours Support for Critical Issues: Available 24×7, MIS holidays excepted; Pager support and Contact Center Service available by calling MIS’s main support phone number.
Critical Issue Response Time: Acknowledgement by MIS representative within two (2) hours of issue receipt. To report a Critical Issue, Client must call into MIS office to report Critical Issue and details. “Critical Issues” include: issues that are Client-wide and result in loss of productivity from majority of the Client; issues that adversely affect the Client’s ability to conduct business; issues that affect a Client-wide business function for which there is no work-around.

MIS will conduct routine maintenance of its systems from time to time and notify Client prior to scheduled maintenance windows. MIS reserves the right to perform critical system maintenance on an as needed basis and without prior notice to Client.

SERVICE REQUESTS WITH MIS– How to Obtain Service

EXHIBIT E

Use of Personal Information.

This Data Protection Attachment (“Attachment”) incorporates, is subject to, and will be read together with the terms and conditions of the Master Services Agreement.

If any provisions of this Attachment conflict with the terms of the Agreement and/or any other written agreements between the parties, the provisions of this Attachment shall govern as to data use, privacy and security. Except as otherwise provided herein, the Agreement and any other fully executed written agreements between the parties shall remain in full force and effect.

1. Use of Personal Information.

2. Transfer of Personal Information.

3. Access Limitations.

4. Assistance.

5. Security.

6. Encryption.

7. Data Breaches.

8. Written Program.

9. Audit.

10. Warranty and Indemnification.

11. Term of Attachment.

Summary Page

This Master Services Agreement (“Agreement”) is entered into as of the Effective Date set forth below between MIS Solutions, Inc., a Georgia corporation with its principal office at 4485 Tench Road, Suite 440, Suwanee, GA 30024 (hereinafter “MIS”), and the Client listed in “Client Legal Name” below. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

This Summary Page, along with the General Terms, Exhibits, and any Attachments hereto, make up the entire agreement between the parties. In the event of a conflict within the Agreement, the order of precedence shall be first the Attachments, then the Exhibits, and General Terms.

IN WITNESS WHEREOF, MIS and Client have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives, and each represents and warrants that it is authorized to enter this Agreement.