Managed Services Attachment
This Service Attachment is between Anatomy IT, LLC, a New York company (sometimes referred to as “we,” “us,” “our,” OR “Provider”), and the Client found on the applicable Order (sometimes referred to as “you,” “your,” OR “Client”) and, together with the Order and Master Services Agreement forms the Agreement between the parties the terms to which the parties agree to be bound.
The parties further agree as follows:
MANAGED SERVICES
The Services to be performed for Client by Provider are set forth in the Order.
MONITORING AND SUPPORT SERVICES
Remote Coverage
In connection with the Services that are within the scope of this Service Attachment, we will provide to your designated administrator(s), technical contacts or users (1) management of the Services by individuals trained in the Services you have selected, and (2) phone and e-mail support during normal business hours, Monday through Friday, 7:00 AM to 8:00 PM., Easter time. Network Monitoring Services will be provided 24/7/365.
Onsite Support
In connection with the Services that are within the scope of this Service Attachment, upon request, we also will deliver support Services onsite at your location, subject to the limitations identified in the attached Order. Onsite support included during business hours 8:00 AM to 5:00 PM., Local time Monday through Friday, excluding public holidays. Client, as a managed care customer, will receive a special hourly rate for on-site and remote support and services that are not covered under this plan during our normal business hours are Monday thru Friday 8:00 AM to 5:00 PM., Local time.
Maintenance Windows
Unless otherwise agreed, daily maintenance windows will be from 8:00 AM to 5:00 PM (U.S. Local time). Routine server and application maintenance and upgrades will occur during maintenance windows, and some applications, systems or devices may be unavailable or non-responsive during such times.
PROBLEM MANAGEMENT SERVICES
Provider will undertake problem management as soon as the Provider’s monitoring staff becomes aware of an incident. All incidents, with status or resolution, will be documented by posting updates to the Problem (Incident) Ticket Tracking System assigned to Client (“Problem Tickets”).
ANNUAL REVIEWS
An assessment of Client’s environment and activity will be performed with the Client on an annual basis. A review of all support requests, network issues and changes will be reviewed.
ADDITIONAL CLIENT OBLIGATIONS
Hardware Equipment
Client equipment must be maintained under manufactures warranty or maintenance contract or is in working order. Provider is not responsible for client equipment that is not maintained under manufacturer’s warranty or maintenance contract or that is otherwise out of order. All fees, warranties, and liabilities against Provider assumes equipment is under manufactures warranty or maintenance contracts or is in working order.
Provider in its reasonable opinion and supported by manufacturer information, may designate certain equipment as obsolete or defective, and therefore exclude it from coverage under this Agreement.
Minor On-Site Tasks
We may occasionally ask you to perform simple on-site tasks (e.g., powering down and rebooting a computer). You agree to cooperate with all reasonable requests.
Server Upgrades or Repair
We will authorize all server upgrades or repairs. You agree not to perform any of these actions without notifying us.
Software Media
You shall obtain and supply all necessary software media with installation keys (if any) upon request.
Except for any software provided by Provider in connection with the Services, you are solely responsible for obtaining all required software licenses, including all client access licenses, if any, for the software products installed on your computers.
NETWORK CHANGE COORDINATION
Significant Changes to Client’s Network
You will notify us via email of all significant proposed network changes and will provide us with a reasonable opportunity to comment and follow-up regarding those proposed changes.
Research Regarding Network Changes
Evaluation of network change requests sometimes will require significant research, design, and testing by Provider. These types of requests are not covered by this Service Attachment and will be billed at our then-current rates for time and materials.
SUITABILITY OF EXISTING ENVIRONMENT
Minimum Standards Required for Services
Client represents, warrants and agrees that its existing environment meets the following requirements or will obtain upgrades to its existing environment to meet the following requirements within ten (10) days of the Effective Date (“Minimum Standards”):
1. All servers with Microsoft Windows Operating Systems must be running Windows 2008 server or later.
2. All desktop PC’s and notebooks/laptops with Microsoft Windows Operating Systems must be running Windows 7 Pro or later.
3. All server and desktop software must be genuine, licensed and vendor-supported.
4. The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.
5. There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement and shall be incurred and paid by Client.
EXCLUSIONS
We are not responsible for failures to provide Services that are caused by the existence of any of the following conditions or otherwise that occur during any period of time in which any of the following conditions exist:
Aged Hardware
Hardware which is no longer under either a manufacturer or third-party extended warranty covering hardware problems.
Manufacturer Warranty
Services related to parts, equipment or software not covered by vendor/manufacturer warranty or support.
Alterations and Modifications
Service and repair made necessary by the alteration or modification of equipment other than that authorized by Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Provider.
Problems Resulting from Client Hardware Malfunction
There is a defect or malfunction in any hardware or software that adversely affects Provider’s ability to perform the Services.
Client Resource Problems
There are problems resulting from your resources that are not under our management or control.
Client Personnel Problems
Provider’s ability to resolve issues is due to problems with Client’s personnel not under Provider’s control.
Scheduled Maintenance
Scheduled maintenance windows and other agreed upon periods of time that are necessary for repairs or maintenance.
Network Changes
Changes you may have made to the networking environment that were not communicated to or approved by us.
Task Reprioritization
Problems or failures related to a prioritization or reprioritization of tasks by Client.
Force Majeure
Problems resulting from a Force Majeure Event as described in the Master Services Agreement.
Agreed Temporary Exclusions
Any temporary exclusion we may request, subject to your approval, to implement changes in applications, environments, conversions or system software.
Client Actions
Problems resulting from your actions or inactions that were contrary to our reasonable recommendations.
Client Responsibilities
Problems resulting from your failure to fulfill any responsibilities or obligations under our agreements.
Client Resolution
Provider’s ability to resolve problems due to Client re-prioritizing Provider’s recommendations.
Factors Beyond Provider’s Control
Delays or downtime due to any factor outside of Provider’s reasonable control.
Internet Connectivity Loss or Loss of Power
Loss of Internet connectivity or power at your location for any reason.
Problem Ticket Management
The time interval between the initial occurrence of a desktop malfunction or other issue affecting functionality and the time Client reports the desktop malfunction or issue to Provider.
Costs Outside Scope
The cost of any parts, equipment, or shipping charges of any kind. The cost of any software, licensing, or software renewal or upgrade fees of any kind. The cost of any third-party vendor or manufacturer support or incident fees of any kind. The cost of additional facilities, equipment, replacement parts, software or service contract.
Software Maintenance
Maintenance of Applications software packages, whether acquired from Provider or any other source.
Programming Modifications
Programming (modification of software code) and program (software) maintenance.
Training
Training services of any kind.
Software and Web Development
Software and web development related work.
Printer Hardware Repair
Printer hardware repair and maintenance.
Remote Computers
Home or remote computers that are not covered under this Agreement.
Power Supply
Uninterruptable power supply (UPS) devices.
Third-party Vendor Disputes
The management or involvement with disputes or charges with any third-party vendor, other than issues relating to the technical services.
Replacement Software
Implementation of new or replacement software.
Relocation / Satellite Office
Office relocation/satellite office setup.
Equipment Refresh
Equipment refresh.
TERM AND TERMINATION
Term
This Service Attachment is effective on the Service Start Date identified in the Order. Unless properly terminated by either party, this Service Attachment will remain in effect through the end of the term specified on the Order (the “Initial Term”).
Renewal
“RENEWAL” MEANS THE EXTENSION OF ANY INITIAL TERM SPECIFIED ON AN ORDER FOR AN ADDITIONAL TWELVE (12) MONTH PERIOD FOLLOWING THE EXPIRATION OF THE INITIAL TERM, OR IN THE CASE OF A SUBSEQUENT RENEWAL, A RENEWAL TERM. THIS SERVICE ATTACHMENT WILL RENEW AUTOMATICALLY UPON THE EXPIRATION OF THE INITIAL TERM OR A RENEWAL TERM UNLESS ONE PARTY PROVIDES WRITTEN NOTICE TO THE OTHER PARTY OF ITS INTENT TO TERMINATE AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR OF THE THEN-CURRENT RENEWAL TERM.
CLIENT MAY CANCEL AN AUTOMATIC RENEWAL BY CONTACTING PROVIDER AT: 888-816-3819, 
, OR 10 New King Street, Suite 215, White Plains, NY 10604. OUTSIDE OF CALIFORNIA, CLIENT MUST SEND WRITTEN LETTER TO PROVIDER TO CANCEL ANY AUTOMATIC RENEWAL.
Month-to-Month Services
If the Order specifies no Initial Term with respect to any or all Services, then we will deliver those Services on a month-to-month basis. We will continue to do so until one party provides written notice to the other party of its intent to terminate those Services, in which case we will cease delivering those Services at the end of the calendar month in which such written notice is received by the other party.
Early Termination by Client With Cause
Client may terminate this agreement for cause following sixty (60) days’ advance, written notice delivered to Provider upon the occurrence of any of the following:
- We fail to fulfill in any material respect our obligations under this agreement and fail to cure such failure within thirty (30) days following our receipt of your written notice.
- We terminate or suspend our business operations (unless succeeded by a permitted assignee under this agreement)
Early Termination by Client Without Cause
If you have satisfied all of your obligations under this Service Attachment, then no sooner than ninety (90) days following the Service Start Date, you may terminate this Service Attachment without cause during the Initial Term upon sixty (60) days’ advance, written notice, provided that you pay us a termination fee equal to fifty percent (50%) of the recurring, Monthly Service Fees remaining to be paid from the effective termination date through the end of the Initial Term and any waived or discounted onboarding fees based on the prices identified on the Order then in effect.
Termination by Provider
We may elect to terminate this Service Attachment upon thirty (30) days’ advance, written notice, with or without cause. Provider has the right to terminate this Service Attachment for less than ninety (90) days for illegal Client conduct. Provider may suspend the Services upon ten (10) days if Client violates a third-parties end user license agreement regarding provided software. Provider may suspend the Services upon fifteen (15) days if Client’s action or inaction hinder Provider from providing the contracted Services.
Effect of Termination
As long as Client is current with payment of: (i) the Fees under this Agreement, (ii) the Fees under any Project Services Attachment or Statement of Work for Off-Boarding, and/or (iii) the Termination Fee prior to transitioning the Services away from Provider’s control, then if either party terminates this Service Attachment, Provider will assist Client in the orderly termination of services, including timely transfer of the Services to another designated provider. Client shall pay Provider at our then prevailing rates for any such assistance. Termination of this Service Attachment for any reason by either party immediately nullifies all access to our services. Provider will immediately uninstall any affected software from Client’s devices, and Client hereby consent to such uninstall procedures.
Upon request by Client, Provider may provide Client a copy of Client Data in exchange for a data-copy fee invoiced at Provider’s then prevailing rates, not including the cost of any media used to store the data. After thirty (30) days following termination of this Agreement by either party for any reason, Provider shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data on its systems or otherwise in its possession or under its control.
Provider may audit Client regarding any third-party services. Provider may increase any Fees for Off-boarding that are passed to the Provider for those third-party services Client used or purchased while using the Service.
Client agrees that upon Termination or Off-Boarding, Client shall pay all remaining third-party service fees and any additional third-party termination fees.