WAVE TECH., INCORPORATED SERVICE AGREEMENT GENERAL TERMS AND CONDITIONS

This WAVE TECH., INCORPORATED Agreement (“Agreement”) is made on the designated day of your individual MSP Contract Service Agreement by and between your Company and WAVE TECH., INCORPORATED, located at 7602 Talbert Avenue, Suite H, Huntington Beach. Our mailing address for all parcel post and USPS communication is 7602 Talbert Avenue, Suite H, Huntington Beach, CA, 92648 USA.

WHEREAS, WAVE TECH., INCORPORATED is a provider of Network Support Services, Security, Managed Services, and Networking Solutions;

WHEREAS CLIENT desires to contract with WAVE TECH., INCORPORATED for the provision of the WAVE TECH., INCORPORATED Managed and Monitoring Services Solutions for the pricing as outlined in our initial Proposal;

NOW THEREFORE, for and in consideration of the premises contained herein and good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

PERIOD OF SERVICE

This Agreement shall be effective as of the date of your individual MSP Contract Service Agreement, executed by CLIENT unless sooner terminated in accordance with the terms hereof, and shall be for an initial minimum term defined in your individual MSP Contract Service Agreement. CLIENT and WAVE TECH., INCORPORATED reserve the right to review this agreement quarterly. If significant additions are made to the baseline network, or if WAVE TECH., INCORPORATED determines that the current monthly fee is not sufficient to cover the required maintenance of the network, WAVE TECH., INCORPORATED reserves the right to increase the fee for the service by providing thirty (30) days advance notice.

After the expiry of the Committed Term, an extension of the Term will automatically commence equal to the period of the original Committed Term, unless earlier terminated as outlined in the ‘Termination’ section below.

CONTINUANCE / AUTOMATIC RENEWAL

This Agreement shall renew automatically at the end of the prior Agreement term and will automatically commence equal to the period of the original Committed Term, unless earlier termination is outlined in the Termination section below.

EQUIPMENT COVERED

WAVE TECH., INCORPORATED reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware and/or software support requirements, and/or services as well as modify this Agreement (or any portion thereof) with a 30-day notice after the initial quarterly period has passed, as dated on your individual MSP Contract Service Agreement.

For purposes of this Agreement, the Network shall include all locations as outlined in Appendix A of your individual MSP Contract Service Agreement. In addition, this agreement is based on services provided to those devices listed in Appendix B of your individual MSP Contract Service Agreement. Any additional devices added to the network without the consent or acknowledgement of WAVE TECH., INCORPORATED shall not be honored or supported by WAVE TECH., INCORPORATED under this agreement. Please review this agreement from time to time so that you will be apprised of any changes.

PURCHASE PRICE

CLIENT is purchasing WAVE TECH., INCORPORATED Program Services under this Agreement for the purchase price outlined in Appendix D  of your individual MSP Contract Service Agreement. Said purchase price shall be pre-paid in monthly installments with the first installment due upon execution of this agreement. Each payment thereafter shall be due on the first day of each calendar month. Services provided hereunder shall be assessed against this Account as provided herein.

Commencing one (1) year after the Effective Date of this Agreement, and at each subsequent anniversary, the price of your Agreement will be increased or decreased automatically in line with the latest publicly advertised CPI figure (Consumer Price Index) by the Federal Government.

CHARGES FOR SERVICE

1. Services shall be charged against the Account in accordance with the terms and conditions as outlined in Appendix D and the Rate Card in Appendix C of your individual MSP Contract Service Agreements.
2. Any supplemental services provided by WAVE TECH., INCORPORATED which are outside the terms of this Agreement, including but not limited to, any maintenance provided beyond normal business hours and services in excess of the Account purchased herein, shall be charged to CLIENT as an additional charge in accordance with the terms and conditions as outlined in Appendix D of your individual MSP Contract Service Agreement. Any additional billing charges will be invoiced at the end of each month, with payment expected within fifteen (15) days, unless otherwise specified by WAVE TECH., INCORPORATED.
3. The Customer agrees to provide support phone numbers when requested and reimburse service provider for outside support for unsupported hardware and software.
4. CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, CLIENT shall promptly pay to WAVE TECH., INCORPORATED an amount equal to any such taxes actually paid or required to be collected or paid by WAVE TECH., INCORPORATED.
5. WAVE TECH., INCORPORATED reserves the right to refuse or suspend service under this Agreement in the event CLIENT has failed to pay any invoice within thirty (30) days of said invoice date, whether it be an invoice for services provided under this Agreement or any other agreement between the parties.

CONDITIONS OF SERVICE

The CLIENT Network is eligible for monitoring and support under this Agreement provided it is in good condition and WAVE TECH., INCORPORATED serviceability requirements and site environmental conditions are met. WAVE TECH., INCORPORATED reserves the right to inspect the Network upon the commencement of the term of this agreement for the purpose of creating a diagram of the Network and/or conducting a diagnostic test of the Network. Unless stated otherwise, said inspection shall be charged against the Account using our standard hourly billing rates.

WAVE TECH., INCORPORATED shall not be responsible to CLIENT for loss of use of the Network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the Network other than by authorized representatives of WAVE TECH., INCORPORATED.

WAVE TECH., INCORPORATED reserves the right to suspend or terminate this Agreement if in its sole discretion, conditions at the service site pose a health or safety threat to any WAVE TECH., INCORPORATED representative.

SERVICE RESPONSIBILITY OF WAVE TECH., INCORPORATED

1. WAVE TECH., INCORPORATED will provide remote and/or on-site services under the following conditions using the following billing rates, unless otherwise specified in Appendix C of your individual MSP Contract Service Agreement.

HOLIDAYS OBSERVED AND SERVICE SUPPORT HOURS

It is the responsibility of the CLIENT to promptly notify WAVE TECH., INCORPORATED of any events/incidents that could impact the services defined within this agreement and/or any supplemental service needs, and for WAVE TECH., INCORPORATED to respond in a timely manner via phone, email, remote access, and/or on-site services as defined in Appendix C of your individual MSP Contract Service Agreement.

1. If services are requested by the CLIENT outside of normal business hours, WAVE TECH., INCORPORATED shall provide such service subject to the availability of its representatives, according to the terms and conditions set forth in this Agreement.
2. WAVE TECH., INCORPORATED shall monitor, advise, and provide supplemental services as defined in this agreement during business hours, unless otherwise specified in Appendix C of your individual MSP Contract Service Agreement, and in accordance with WAVE TECH., INCORPORATED’s Network policies then in effect. WAVE TECH., INCORPORATED, shall provide scheduled remote and onsite support services in accordance with this agreement. WAVE TECH., INCORPORATED’s representatives shall have, and the CLIENT shall provide full access to the Network in order to affect the necessary monitoring and/or supplemental services. All services defined in this Agreement shall be provided during regular business hours, unless otherwise specified in Appendix C of your individual MSP Contract Service Agreement.
3. WAVE TECH., INCORPORATED shall be obligated to provide service only at the Service Site(s) defined in this agreement as outlined in Appendix A of your individual MSP Contract Service Agreement. If the CLIENT desires to relocate, add or remove locations, the CLIENT shall give appropriate notice to WAVE TECH., INCORPORATED of its intention to relocate sixty (60) days in advance. WAVE TECH., INCORPORATED reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by the CLIENT. Such right includes the right to refuse service to Network at the relocation and/or new site.
4. WAVE TECH., INCORPORATED is obligated to provide CLIENT with Service Agreements higher-priority response for emergency as well as non-emergency service requests.

HOW TO CONTACT THE SERVICE DESK

Telephone: (714)-847-5945

Web: http://www.autotask.com, or your personally assigned URL (Preferred) to enter incidents.

Email: support@wavetechinc.com, or individual email addresses, if provided. Please do not e-mail critical concerns as they may not be addressed in the timeliest manner possible.

WHAT YOU SHOULD DO BEFORE CONTACTING THE WAVE TECH., INCORPORATED SERVICE DESK AND/OR CREATING A TROUBLE TICKET.

When you create an online trouble ticket, call, or send a message, please ensure that you have the following detailed and complete information:

• Your name, location, workstation number if known, and where and how to contact you in case of a problem.
• WTI Trouble Ticket number, if known.
• A detailed description of the problem and how to duplicate it.
• What program or application caused the issue, any error messages that were displayed, and what was processing at the time the problem occurred?
• The applications and versions you were working with when the problem occurred.
• Any programs that were opened when the issue occurred.
• Any changes made recently to the hardware or software that was installed.
• A screen capture of the error in JPEG or BMP format, if possible.
• In case of a request or question, a description of the request or question and any relevant details.
• The time relevancy of your request, IE. Is it low, normal, high, or urgent?
• Reason for your request, or why a resolution is needed.
• Has it been approved by management, and if so, who was it approved by?

CLIENT RESPONSIBILITIES

1. CLIENT shall provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, and long-distance telephone access for use by WAVE TECH., INCORPORATED’s representatives. This shall apply to the locations outlined in Appendix A of your individual MSP Contract Service Agreement.
2. CLIENT agrees that CLIENT will inform WAVE TECH., INCORPORATED of any modification, installation, or service performed on the Network by individuals not employed by WAVE TECH., INCORPORATED in order to assist WAVE TECH., INCORPORATED in providing an efficient and effective Network support response.
3. CLIENT will designate two managerial level representatives to authorize all Network Support Services. Whenever possible, said representative shall be present whenever a WAVE TECH., INCORPORATED service representative is on-site. This contact information shall be outlined in Appendix A of your individual MSP Contract Service Agreement, and it is the CLIENT’s responsibility to inform WAVE TECH., INCORPORATED of any changes made to this representation thirty (30) days in advance. If stated managerial level representatives take vacation or time off during the same period, then said managerial level representatives shall designate a temporary replacement, in writing, with authorization to authorize all Network support services within (30) days of the time off in question.

SCOPE OF NETWORK SUPPORT AGREEMENT:

This Agreement is designed to provide CLIENT with centralized, proactive monitoring and supplemental services for certain Networking Systems. This Agreement includes:

LOCATION(S): Specific location(s) to be covered by this agreement can be found in Appendix A of your individual MSP Contract Service Agreement.

SERVICE LIMITATIONS

In addition to other limitations and conditions set forth in this Agreement, the following service and support limitations are expressed:

1. Cost of consumables, replacement parts, hardware, software, network upgrades and associated services, including but not limited to electrical services, are outside the scope of this agreement. WAVE TECH., INCORPORATED, will provide consultative specification, sourcing guidance and/or Time and Material/Project offerings.
2. Except as otherwise stated in Appendix B of your individual MSP Contract Service Agreement of this agreement all Server, Network Devices, and Software upgrades are outside the scope of this agreement.
3. Manufacturer warranties, associated parts, and associated labor/services are outside the scope of this agreement. WAVE TECH., INCORPORATED, can manage RMA’s of warrantied hardware, as well as the return and authorization process required for most warranty claims if requested.
4. Travel charges to covered locations are outside the scope of this agreement.
5. Low voltage cabling, high voltage cabling, and power sources supplied by others are outside the scope of this agreement.
6. Periodic reboots for such devices as firewalls, routers, and servers are required to apply/activate critical updates, patches, and configuration changes. WAVE TECH., INCORPORATED’s support services within this agreement are predicated upon the CLIENT’S support and commitment to providing time/scheduling for network device reboots with its staff and/or users’ support.
7. Application software support is limited to the manufacturer’s products listed in Appendix B of your individual MSP Contract Service Agreement: Printer maintenance support, if applicable, is limited to non-warranty servicing of printer products listed in Appendix B of your individual MSP Contract Service Agreement.
8. Virus mitigation within the scope of this agreement is predicated on CLIENT satisfying recommended backup schemes and having appropriate Anti-Virus Software with current updates, and/or corporate standard MalWare remediation software installed on covered devices with the management console installed on one Windows Server.
9. Restoration of lost data caused by systems/hardware failure is outside the scope of this agreement.
10. This agreement and support services herein are contingent on CLIENT’S permission to grant WAVE TECH., INCORPORATED secure remote access into CLIENT’S network (e.g. VPN, Screen Connect, UltraVNC (Non-standard ports), LogMeIn.com, Citrix, DirectConnect (NTR Global Product), Telnet, SSH, RAS, or other solution expressly approved by WAVE TECH., INCORPORATED). Depending on the remote access solution used, additional charges may apply to the contract.
11. Support services required or requested outside the scope of this agreement may not be exchanged for days or services within this agreement. Outside-of-scope support services are available and will be provided on either a time and material, or project basis.

WARRANTIES AND DISCLAIMERS

WAVE TECH., INCORPORATED makes, and the CLIENT receives, no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall WAVE TECH., INCORPORATED or any of its Directors, Employees or Other Representatives, be liable for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.

The CLIENT shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is to function.

INDEMNIFICATION

CLIENT hereby agrees to indemnify and defend at its sole expense: WAVE TECH., INCORPORATED, its employees, agents, representatives, directors, and shareholders, from and against any and all claims arising out of or based upon CLIENT’S use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, CLIENT agrees to pay any judgment and costs associated with such claim.

OPT-OUT/TERMINATION

WAVE TECH., INCORPORATED and/or CLIENT shall have the right to terminate this Agreement under any of the following conditions:

• If one of the parties shall be declared insolvent or bankrupt.
• If a petition is filed in any court and not dismissed in ninety days to declare one of the parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute.
• If a Trustee in Bankruptcy or a Receiver or similar entity is appointed to one of the parties.
• If the CLIENT does not pay WAVE TECH., INCORPORATED within thirty (30) days from receipt of WAVE TECH., INCORPORATED’s invoice and/or otherwise materially breaches this Agreement.
• If WAVE TECH., INCORPORATED fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default, the CLIENT shall have the right to terminate this Agreement.
• Either party may terminate this Agreement upon ninety days (90) written notice.
• The Service Provider may terminate this Agreement at any time by giving the Customer 90 days written notice.
• Upon termination, all hardware and software installed by WAVE TECH., INCORPORATED that was required to conduct network support services are the property of WAVE TECH., INCORPORATED and will be surrendered and returned to WAVE TECH., INCORPORATED at end of the agreement.
• You agree that if you need to terminate this Agreement before the end of the Commitment Term, you agree to pay WAVE TECH., INCORPORATED the current Agreement Fee multiplied by the number of months remaining in the current Commitment Term within 14 days of providing us Notification of Termination.
• Should there be any pricing adjustments made to this Agreement during a Commitment Term, the Plan Fee used to calculate any Termination Payment will be based on the latter of the original Proposal or any updated Pricing adjustments made in writing from us to you.

All Termination requests must be made in writing to: accounting@wavetechinc.com.

REMEDIES

In the event CLIENT terminates this Agreement for any reason other than a breach of the terms herein, CLIENT shall be entitled to a refund of any monies extended in advance of the month or part thereof for which services by WAVE TECH., INCORPORATED were last performed.

INDEPENDENT ENGAGEMENT / NON-HIRE

Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with or be offered employment by any CLIENT during the course of engagement and for period of one (1) year thereafter. Your signature on this document confirms your organization’s agreement to adhere to this professional standard of conduct.

The Customer hereby agrees to solely engage the Service Provider to provide the Customer with services consisting of advising on all information technology. Also maintaining all computers and networking related areas (servers, workstations, and software), and such other services as the Customer and the Service Provider may agree upon from time to time (the “Services”), and the Service Provider hereby agrees to provide the Services to the Customer.

CLIENT acknowledges that WAVE TECH., INCORPORATED is involved in a highly strategic and competitive business. CLIENT further acknowledges that CLIENT would gain substantial benefit and that WAVE TECH., INCORPORATED would be deprived of such benefit, if CLIENT were to directly hire any personnel employed by WAVE TECH., INCORPORATED. Except as otherwise provided by law, CLIENT shall not, without the prior written consent of WAVE TECH., INCORPORATED, solicit the employment of WAVE TECH., INCORPORATED personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement.

CLIENT agrees that WAVE TECH., INCORPORATED damages resulting from breach by CLIENT of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CLIENT violates this provision, CLIENT shall immediately pay WAVE TECH., INCORPORATED an amount equal to 50% of the total annual contract, as liquidated damages and WAVE TECH., INCORPORATED shall have the option to terminate this Agreement without further notice or liability to CLIENT. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs WAVE TECH., INCORPORATED would incur to identify, recruit, hire and train suitable replacements for such personnel.

It is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee in providing the Services hereunder. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between the parties named herein.

CONFIDENTIALITY

This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between CLIENT and WAVE TECH., INCORPORATED. This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.

WAVE TECH., INCORPORATED acknowledges that in the course of providing services to said CLIENT, WAVE TECH., INCORPORATED may learn from CLIENT certain non-public personal and otherwise confidential information relating to said CLIENT, including its customers, consumers or employees. WAVE TECH., INCORPORATED, shall regard any and all information it receives which in any way relates to or pertains to said CLIENT, including its customers, consumers or employees as confidential.

WAVE TECH., INCORPORATED shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve CLIENT or as expressly and specifically permitted in writing by said CLIENT or as required by applicable law.

Said CLIENT acknowledges that it also has responsibility to keep records and information of its business, customers, consumers, and employees, confidential.

Said CLIENT also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by WAVE TECH., INCORPORATED or which comes to its attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary to WAVE TECH., INCORPORATED

This provision shall survive termination of this Agreement and any other agreements between CLIENT & WAVE TECH., INCORPORATED

INSURANCE COVERAGE

WAVE TECH., INCORPORATED shall maintain at its sole expense commercial general liability insurance for personal injury and property damage for a general aggregate of $2,000,000; worker’s compensation insurance as required by law; and ‘hired and non-owned automobile liability insurance’ for the combined single limit of $1,000,000. At CLIENT’s request, WAVE TECH., INCORPORATED further agrees to furnish CLIENT with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of commencing performance under this Agreement, at every renewal and at other times as may be reasonably requested by CLIENT.

GENERAL PROVISIONS

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

1. Sole Agreement: This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, maybe amended only by a writing signed by each of the parties hereto.
2. The Customer carries on a business primarily consisting of manufacturing. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
3. The Service Provider is agreeable to providing such services to the Customer, on the terms and conditions as set out in this Agreement.
4. Unless otherwise provided for, all monetary amounts referred to herein will be paid in US dollars.
5. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.
6. Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which shall continue to be given full force and effect.
7. Captions: The captions of the paragraphs of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.
8. Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
9. If controversies, complaints, or disputes shall occur, Customer agrees to resolve in arbitration.
10. Both parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
11. Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.
12. Governing Law: Notwithstanding the place where this Agreement may be executed by any party, this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of California as applied to agreements among California residents to be entered into and performed entirely within the State of California, and such laws shall govern all aspects of this Agreement. The parties agree to submit to the personal jurisdiction and venue of the state and federal courts in the State of California, in the Judicial Circuit where WAVE TECH., INCORPORATED has its principal office, for resolution of all disputes and causes of action arising out of this Agreement, and the parties hereby waive all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defense therein that such courts constitute an inconvenient forum.
13. Assignment: This Agreement and the rights and duties hereunder shall not be assignable by either party hereto except upon written consent of the other.
14. Force Majeure: WAVE TECH., INCORPORATED shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shut down of the Network and related Network Systems/Services.
15. Attorneys’ Fees: In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorneys’ fees.
16. Time will be of the essence of this Agreement and of every part hereof. No extension or variation of this Agreement will operate as a waiver of this provision.
17. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressed in it.