This Managed Services Agreement (hereafter referred to as “Agreement”) is Invincia Technologies, LLC. (hereafter referred to as Invincia Technologies) and You as our Client (hereafter referred to as “Client”).

Technology Plan Excluded Services:

• Project Work: Installation and configuration of new equipment, major systems/hardware upgrades, virtualization, major network reconfiguration, office relocations, etc. Projects will be quoted by the sales team before work is performed to seek the client’s approval for additional billing.
• Major Software Upgrades: OS upgrades, new management systems, database implementations, etc.
• Disasters: Recovering and rebuilding after floods, fires, earthquakes, lightning strikes, pipe leaks, power surges/failures, etc.
• Legacy Hardware: Limit the age of hardware and software you support. For example, no servers older than six years and/or running an OS more than two generations old.
• Additional charges for special requests (i.e. equipment such as network protocol analyzers) may apply.
• Low-voltage network infrastructure cabling.
• Out-of-state onsite support unless previously specified in this agreement.
• Parts, equipment, or software for the client’s environment that this agreement has not previously outlined.
• The cost of any Software, Licensing, Software Renewal, or Upgrade Fees if not previously mentioned.
• The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind not previously mentioned.
• The cost to bringing the Client’s environment up to the minimum standards required for Services.
• Web services of any kind unless previously specified in this agreement.
• Programming code modification or software maintenance unless previously specified in this agreement.
• Training Services of any kind unless previously outlined in this agreement.
• Subject to price changes at the end of each contract term.

Invincia Technologies Minimum Standards Required for Services:

1. All Servers with Microsoft Windows Operating Systems must be running Windows 2016 Server or later.
2. All desktop PCs and notebooks/laptops with Microsoft Windows operating systems must run Windows 10 or later.
3. All Server and Desktop Software must be Genuine, Licensed, and Vendor-Supported.
4. The environment must have a currently licensed, up-to-date, and Vendor-Supported Server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
5. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
6. Annual assessment of hardware & software will be administered by the Invincia Technologies team to observe best practices.

Acceptance of Terms: Client acknowledges that the person signing this Agreement on its behalf is authorized to do so and may bind the Client to all the terms and conditions contained herein and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of the client.

Entire Agreement: This Agreement and the attachments hereto constitute the entire agreement between Client and Service Provider. This Agreement supersedes all prior understands, agreements, and documentation. Any amendments or modifications shall be in writing and executed by the Client and Service Provider.

Billing: Invincia Technologies bills monthly.  As your business adds/subtracts workstations, servers, or locations the monthly invoice would adjust to meet that quantity. Service begins when the first month is prepaid by the client.  If non-payment of invoices occurs, you agree to pay all costs, expenses, or damages in a result of your failure to pay, including, without limitation to reasonable attorney’s fees and other costs of collection.  In the event of any dispute needing enforcement or defense of this agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees and costs, including fees and costs on appeal or in bankruptcy. Any hardware or software orders totaling $5000 or more will be prepaid by the client unless otherwise discussed prior. Legal proceedings arising from or in connection with the application or interpretation of the agreement shall be submitted to the exclusive jurisdiction of the courts that lie within Pasco County, state of Florida.  We and you agree to waive our respective rights to a trial by jury.

Term: During the term of this agreement, if the client terminates the Service Agreement; No refunds or credits of any kind will be issued at the time of Termination. The client will be responsible for all Open Balances associated with their account as well as any fees or costs related to the Managed Services Contract termination. Client agrees that this agreement is a (12) monthly term that auto-renews annually. If during the terms of this agreement, the client becomes unsatisfied with services provided and or a specific incident; the Client agrees to provide Invincia Technologies a period of 30 Days to remedy the issue. If after that time, the specified issue continues to go unresolved and is an issue Invincia Technologies is not qualified to resolve; the Client then has the right to terminate the agreement provided a 90-day written notice is submitted. All recurring monthly fees are invoiced a month in advance and are payable within fifteen (15) days of the invoice notice. The first month’s payment is due upon signing the contract before the commencement of services.

Guaranteed Response Time: This applies to all Mission Critical events.  Mission Critical would be defined as an issue that affects the entire client’s network hindering them from working at normal capacity. The guaranteed response is defined as initial communication acknowledging the ticket, not the resolution of the ticket.  We will use every effort possible to rectify the ticket exceeding all client expectations.

Confidentiality: Each Party shall hold in trust for the other party and shall not disclose to any non-party to the Agreement, any confidential information of the other party. Confidential Information is information that relates to either party’s research, development, trade secrets, or business affairs but does not include information that is generally known or easily ascertainable by nonparties of ordinary skill in computer design, programming, networking, information technology, or the specific business interests of either party.

Non-Solicitation of Employees: Client agrees that neither party will solicit or offer employment to the respective employee(s) or sub-contractor(s), whether directly or indirectly, during their employment or within 2 years of termination of their employment, except with the Consultant’s prior written approval in each case.

Chronically Failing Equipment: Experience has shown equipment belonging to the client that has initially passed Minimum Standard Requirements for Service can reveal itself to become chronically failing. This means that the equipment repeatedly breaks down and consistently causes user and business interruption even though repairs are accomplished. This will also include no longer supported software including operating systems. Should this occur, while rare, the client agrees to work constructively and positively with Invincia Technologies to replace the equipment at an additional cost through Invincia Technologies.

Warranties; Returns; Disclaimer: If you are unhappy with work performed for any reason, please inform the Service Provider within (5) business days and the Service Provider will make all reasonable efforts to fix the problem without further charges. The Service Provider’s work shall be deemed accepted in full if the Service Provider is not informed within five (5) business days of the performance of the work. During providing services, you may purchase from the Service Provider various technology equipment, software, and other peripherals (collectively *Equipment*). All Equipment, except opened software and equipment specifically described as non-returnable, can be returned to the Service Provider for ten (10) days for a full refund, minus any applicable shipping fees. All returned items must be in “like new” condition and include the original packaging. THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Equipment: Invincia Technologies is hereby released from any liability of programs, data, or telephone calls/conversations, that may be lost while the Invincia Technologies representative is performing the services, as well as any consequential losses that may result.  The client further releases Invincia Technologies from all responsibility for the recovery and/or reentry of said information.

Miscellaneous: Nothing herein shall be construed to constitute the parties as principal and agent, employer and employee, partners or joint ventures. All controversies arising from this Agreement shall be governed by the laws of Hillsborough County, Florida, and shall be adjudicated only in the State or Federal courts located in Hillsborough County, Florida. The Service Provider shall not be responsible for delays or failure in performance resulting from acts beyond the control of the Service Provider, including but not limited to natural disasters, acts of God, war, terrorism, any change in or adoption of any law or regulation, or any telecommunication line failures.

Onboarding / Pre-Onboarding: Invincia Technologies will schedule a pre-onboarding and onboarding of the client upon signature of the Technology Plan Agreement. During these sessions, Invincia Technologies will identify any issues with the existing hardware, software, or the setup of the environment. These recognized issues may be quoted as well as billed as a project.  Invincia Technologies reserved the right to amend or cancel this agreement in its entirety for 10 business days.

Indemnification: Invincia Technologies is in no way responsible for the condition of the client’s equipment prior to being serviced and is not responsible for the loss of or damage to any data that may reside from existing or supplied equipment. Invincia Technologies is not responsible for any Loss of Use and makes no guarantee to the amount of time it may take to make an evaluation or repair. The client understands that the Invincia Technologies representative is under the client’s direction and the duration of the service call is the client’s decision. Projects may include multiple engineers and will be billed per hour per engineer. If the Engineer deems it necessary to bring a selected piece of equipment back to the Invincia Technologies location for evaluation and/or repair, the client understands that they are responsible for having a backup copy of data prior to releasing that piece of equipment. The client understands that if any piece of equipment fails, any data salvage or recovery attempts may result in complete data loss. The client understands that any piece of equipment left at the Invincia Technologies’ location longer than 30 days is discarded and the client may incur a disposal fee. The client also understands this equipment may be destroyed or sold after said 30 days, solely at the discretion of Invincia Technologies. Client understands that should an Operating System need to be reinstalled, or the system restored, the client is responsible for any individual applications that may have been on the machine before this service.

Monitoring: Microsoft Windows Server comes with a Health Monitor utility which can be configured to send an alert when critical services stop functioning. It can also send periodic usage reports from your Exchange system telling us about worms and other unauthorized use. Finally, it can send regular performance logs that can help us spot future trouble. Many of our monitoring tools can alert us by text message or page and a technical person is assigned to monitor these 24 hours a day. We attempt to respond as quickly as necessary based on the severity of the alert. Should you or a designated staff member wish to be notified before the next business day, should a severe problem occur, we will contact the client’s emergency contact(s). Our ability to monitor your network depends on the brands, versions, and setup of your hardware and software. Remote monitoring is completely based on the ability of applications and hardware to make active notifications to our facility, but we are happy to respond to additional requests made by the client’s staff.

Acquisition / Mergers / Takeovers: If the Client is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of, then such other party may terminate this Agreement upon written notice with an offboarding fee equal to 90 days of service.  This fee includes the offboarding of any informational assets as needed.  This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Collections: The client hereby agrees to pay the total amount invoiced on or before the due date to Invincia Technologies, LLC via Priority Mail with tracking information provided accordingly.  In the event payments become delinquent. The client agrees that this obligation is due and payable at 6113 Grand Blvd. New Port Richey, FL. 34652, unless otherwise agreed to in writing.  Client agrees to pay a service fee equaling 1 1/2% of the outstanding balance as well as any collection fees as well as any applicable attorneys’ costs if the account is delinquent for more than 90 days. No deductions will be made to any invoices for loss or damage without written approval.  For any hardware returns, there will be a restocking fee of 25% (plus freight) will be charged for all returned merchandise.