NuMan Terms & Conditions
This NuManIT™ Agreement (“Agreement”) dated the “Effective Date”, is between Northwest Nexus, Inc. dba NuOz Corporation (hereinafter referred to as “NuOz”) a Washington Corporation, having its principal offices at 15801 NE 85th St, Redmond, WA 98052 and Client Name (hereinafter referred to as “Client”) and located at Client Address.
NuOz and Client agree as follow:
1.1 Purpose and Scope
Client desires to outsource the platform and/or support for Client desktop, laptops, servers, firewalls and network peripherals (hereinafter referred to as “Equipment”). NuOz shall provide Client with the NuManIT™ Managed Services on Equipment both remote and on-site technical assistance are available from NuOz as outlined by the plan level and as is necessary per the published rates.
2.1 NuManIT Managed Services
NuOz will provide Service(s) as outlined by the plan level. Client agrees to install NuOz provided software on Client equipment for monitoring, maintaining Client Equipment and software.
2.2 NuManIT Staff Services and Hours of Operation
Client may request NuOz to provide additional technical support. NuManIT staff shall be available from 9:00 a.m. to 5:00 p.m. Pacific Standard Time, Monday through Friday. Emergency support services and after hours support is available for an additional fee outside of normal business hours or for Saturday and Sunday support. NuManIT office is closed on Federal Holidays. NuManIT staff will make commercially reasonable efforts to respond to emergency requests. However, specific response times outside of normal business hours can not be guaranteed.
2.3 Service Level and Response Times
NuManIT Service(s) will proactively monitor and provide operating system software patch management on Client Equipment. NuOz staff determines and coordinates operating software, virus protection, and malware software updates with Client as NuOz staff determines is necessary using industry best practice method. NuManIT Service(s) include 24x7x365 monitoring. NuOz will provide 2 hour response for remote services. NuOz will provide 2 business hour response for emergency on-site support Services. Emergency service is characterized as involving mission-critical functions. 8 business hour response for non-critical on-site support services.
3.0 Service Charges
3.1 Client agrees to pay NuOz fees in accordance with the pricing set forth on the quoted price found on a quote and/or other communication, and/or as modified from time to time by the parties in writing.
3.2 Support services that fall outside the Client’s coverage level will be billed at a reduced hourly rate and deducted from the available credit hours until exhausted, then billed directly to Client. A NuManIT credit hour is equal to the standard Engineer rate, less and discounts specified in this agreement or in writing between the parties.
3.3 The monthly billing is based on the device count at the time of billing. This may cause the actual monthly billing amount to increase or decrease over the end of the contract, based upon current Client device (PCs, laptops, servers and firewall) count.
3.4 On-site support is subject to a one (1) hour minimum and will include a travel fee.
3.5 Based upon the selected program commitment, the client will receive the discounted rate as stated in this agreement. Should the client have an existing contract or service model in place with NuOz, the best discount will be applied but not combined with the discount associated with this agreement.
3.6 After hours/Sunday/Holiday remote support is subject to a one (1) hour minimum.
3.7 After hours/Sunday/Holiday On-site support is subject to a one (1) hour minimum and will include a travel fee.
4.0 Term and Termination
This agreement shall commence upon execution by the Client for the term specified on the quote/proposal as agreed therein but not less than a term of one year, and shall be automatically renewed for additional annual terms, unless either party shall give notice of cancellation 30 days prior to the expiration of the term.
Client may terminate this agreement at any time within the first 60 days of service only during the initial term with written notice to NuOz without penalty. Client agrees that the provision of the service under this agreement requires the application of significant NuOz resources to investigate and catalogue Client’s network, so that termination after a period of 60 days would result in significant loss to NuOz. Any cancellation of the service after the initial 60 days must be in writing, and the client agrees to pay a penalty equal to three (3) months of service fees or the contracts remaining value, which ever is less.
In the event of non-conformance of the response times as outlined in Paragraph 2 of this agreement, Client must notify NuOz in writing within 3 days of the non-conforming event. NuOz has 10 business days to take corrective measures to ensure contract conformance is met. If NuOz fails to implement corrective measures within the 10 day period, Client may terminate this agreement with written notice to NuOz for non-conformance, without penalty.
NuOz may immediately terminate this agreement in the event Client fails to perform its obligation for payment of invoices pursuant to this agreement. In such event, NuOz shall have the right to recover for all Services performed prior to the date of termination. Client shall be liable for all costs of collection including reasonable attorney’s fees incurred by NuOz to enforce its rights under this agreement.
4.3 Effect of Termination
Upon termination of this agreement each party shall return or destroy, at the direction of the other party, all other party’s confidential information in its possession.
5.0 Execution of Agreement
5.1 In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
6.0 Legal Provisions
6.1. This agreement shall in all respects be interpreted and governed by the internal laws of the State of Washington. The place of making and the place of performance for all purposes shall be Redmond, Washington regardless of the actual place of execution or performance. In the event of any litigation between the parties, the sole and exclusive jurisdiction for such action shall be Superior Court of King County, Washington or the United States District Court for the Western District Court of Washington. Customer irrevocably consents to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of such Terms or Agreement.
6.2. Subscriber hereby waives any right to trial by jury of any claim arising out of this agreement and any related document, whether now or hereafter arising and whether sounding in contract, tort, or otherwise, and hereby consents and agrees that any such claim may, at Company’s election, be decided by trial without a jury and that Company may file an original counterpart or copy of this agreement with any court as written evidence of the waiver and agreement contained herein.
6.3. Subscriber will not assign all or any part of this agreement or any of its rights under this agreement to the service(s)s without the prior written consent of Company, provided that subscriber may assign all of its right, title, and interest in and to this agreement, upon sixty (60) days’ prior written notice to Company, to a successor to subscriber by way of merger, consolidation, or other corporate reorganization, or a sale of substantially all of subscriber’s assets, where such successor agrees in writing to be bound by all the provisions of this agreement. No assignment, with or without Company’s consent, will relieve subscriber from its obligations under this agreement. Subject to the foregoing restriction on assignment, this agreement will be fully binding on, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
6.4. The prevailing party in any legal proceeding between the Subscriber and Company shall be entitled to recover from the other party it’s reasonable attorney’s fees and expenses incurred.