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Effective July 11, 2025. This Master Services Agreement supersedes and replaces all prior versions.

This Master Services Agreement (the “MSA”) is between Provider and the Client found on the applicable quotation, statement of work, proposal, or order (the “Order”) and, together with the Order, the terms and conditions, and relevant Service Attachments forms the Agreement between the parties (the “Terms”). Client accepts these Terms by signing an Order, using the services, or continuing to use the services after being notified of a change to these Terms.

The parties agree as follows:

1. Statement of Services

1. Services: This MSA sets forth the terms and conditions under which PTG will provide information systems management and/or other services to $AREA, including the sale of equipment, software, licenses, subscriptions, etc. (“Products”). The specific services to be provided and the fees for such services (“Service Fees”) are described in one or more Service Attachments to this MSA. The services provided under the Service Attachments, individually and collectively, are referred to herein as the “Services”.

2. Service Attachments: Terms and conditions applicable to particular Services (as opposed to those generally applicable to all Services) are identified in the Service Attachments. Each Service Attachment includes a description of the Services to be performed, the applicable Service Fees and the Service-specific terms, conditions, responsibilities, and delivery schedules that govern the provision of the relevant Services. Except for Supplemental Services, and unless otherwise agreed to in writing by both parties, the services to be rendered by PTG to Client are limited to those Services specifically described in the Service Attachments. All terms and conditions set forth in the Service Attachments and any revisions thereto must be mutually agreed upon by both parties. In the event of any conflict between the provisions of a Service Attachment and this MSA, the specific provisions contained in the Service Attachment control.

3. Supplemental Services: “Supplemental Services” are limited services needed by Client on a “one-off” or emergency basis and not included within the scope of the Services described in the Service Attachments. Client shall pay additional Service Fees for Supplemental Services. PTG shall notify Client of any such additional Service Fees and obtain Client’s approval prior to providing Supplemental Services. Charges for Supplemental Services will appear on the invoice issued the month following delivery. PTG will use commercially reasonable efforts to provide Supplemental Services but has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided “as-is” and exclude all warranties, express or implied.

2. Request for Changes

If Client wishes to implement changes to any Services during the term of an applicable Service Attachment, Client must submit a written change request (email is acceptable) to PTG. PTG will review and return the request with a written evaluation, including cost and schedule impact. Client may approve the changes by signing and returning the evaluation, at which point the changes become effective under this MSA and the applicable Service Attachment. No changes are effective until PTG receives the signed evaluation.

3. Term of Agreement

This MSA remains in effect until terminated by either party as permitted below. If a multi-year commitment (2 or 3 years) is agreed and later canceled, Client must repay PTG the total value of all discounts received under that commitment within thirty (30) days of termination.

4. Intellectual Property Rights

4.1 Client Works

Any deliverable provided by PTG to Client that does not constitute modifications to existing works is deemed a “Client Work” and a “work for hire,” and is the sole property of Client, except:

  • Third-party software subject to separate license agreements
  • Public-domain information
  • Generic ideas, concepts, business know-how, and techniques
  • General computer consulting knowledge not containing Client’s proprietary information
  • Documentation created by PTG in support of Client systems

Client grants PTG a non-exclusive, limited license to copy Client Works solely to provide Services under this MSA or for PTG’s internal use.

4.2 Modifications to Existing Client Works

Any work by PTG modifying Client-owned works is a “Client Modification” and a work for hire, and belongs exclusively to Client, except where prohibited by underlying software licenses. “Client Modification” does not include PTG-supplied software or technology.

4.3 Modifications to Existing PTG Works

Any work by PTG relating to PTG-owned works is a “PTG Work” and remains PTG’s exclusive property. If any PTG Work is not automatically owned by PTG, Client assigns all rights to PTG and will execute documents to perfect PTG’s ownership.

4.4 General Skills and Knowledge

PTG may use any general skills, knowledge, or ideas acquired in providing Services and may develop similar deliverables for other clients, provided no Client proprietary information is used.

5. Client Covenants

  1. It has title to or license or rights to use or modify and has license or rights to permit PTG to use, access or modify any software that Client has requested PTG use, access or modify as part of the Services. Client shall indemnify PTG and shall hold PTG harmless against any loss, claim, damage, or expense, including reasonable attorneys' fees, resulting from any action brought or claim made by any third party claiming superior title or right to any such software or to any component of any such software.
  2. It shall supply PTG necessary access to its personnel, appropriate documentation and records and facilities in order for PTG to timely perform the Services.

6. Non-Disclosure and Confidentiality

  1. Confidential Information: Each party acknowledges that it and its employees or agents may be exposed to or acquire information that is proprietary or confidential to the other party. Each party shall hold such information in strict confidence and shall not disclose any such information to any third party. Such “Confidential Information” includes: (a) any technical information, design, process, procedure, formula, or improvement, as well as any formulae, specifications, designs, business or work processes and procedures, instructions, and other data relating to the development, production of any work done specifically for the Client; and (b) the business plans and financial information, regardless of whether such information would be protected at common law.
  2. Non-Confidential Information: Notwithstanding the preceding provision, Confidential Information does not include: (a) information that at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise; (b) information that either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other; (c) information received from a third party with the right to transmit same without violation of any secrecy agreement with the other party; and (d) information that must be disclosed pursuant to court order or by law.
  3. Confidential Agreement: No copy of this MSA, discussions, negotiations, terms, or conditions relating to the MSA, or any other information relating to this MSA may be disclosed to any third party, except by reason of legal, accounting or regulatory requirements, without the prior written consent of the parties hereto.
  4. Press Releases: Notwithstanding the preceding provisions, PTG may publicly refer to Client, orally and in writing, as a Client of PTG, and may provide the publicly releasable titles of any Service Attachments. Any other reference to Client by PTG may be made only in accordance with this Section. The parties shall consult with each other in preparing any press release, public announcement, case study or other form of release of information concerning this MSA or the transactions contemplated hereby that is intended to provide such information to the news media or the public (a “Press Release”). Neither party may issue or cause the publication of any such Press Release without the prior written consent of the other party. However, nothing herein prohibits either party from issuing or causing publication of any such Press Release to the extent that such action is required by applicable law or the rules of any national stock exchange applicable to such party or its affiliates, in which case the party wishing to make such disclosure will, if practicable under the circumstances, notify the other party of the proposed time of issuance of such Press Release and shall consult with and allow the other party reasonable time to comment on such Press Release in advance of its issuance.

7. Independent Contractor

Unless otherwise agreed, PTG will perform all Services solely in PTG’s capacity as an independent contractor and not as an employee, agent, or representative of Client. PTG will not be entitled to any privileges or benefits that Client may provide to its employees, and PTG will remain responsible for payment of all unemployment, social security, federal income (state and local income where applicable) and other payroll taxes or mandatory assessments imposed by any governmental body on employers in regard to those of its employees engaged in the performance of the Services. Neither PTG nor Client, nor their respective employees or agents, are authorized to act or to appear to act as a representative of the other party, whether in performing the Services or otherwise, except as required for PTG employees to obtain technical support from third party vendors.

8. Fees for Services and Payment Terms

The specific fees for Services are set forth in the Service Attachments. Any services performed outside the Service Attachments will be at PTG’s then-current time and material rates unless otherwise mutually agreed to in writing by the parties.

  1. Pass-Through Expenses: Client shall pay PTG’s reasonable out-of-pocket expenses, including travel expenses (tolls, mileage, parking), lodging, meals, or other similar expenses, which may be incurred by PTG in performing additional Services outside the scope of the Base Services described in the Service Attachments. Any such “Pass-Through Expenses” must be mutually agreed by the parties and will be billed at cost and invoiced monthly, as provided herein.
  2. Invoicing Requirements: PTG shall deliver to Client a monthly invoice no later than the final day of the previous calendar month. Each invoice generally will include (1) the Service Fees owed for the subsequent calendar month, (2) any known Pass-Through Expenses for which Client is responsible under the terms of an applicable Service Attachment, and (3) any other applicable charges or fees for the immediately preceding month and other preceding months, including adjustments to the Service Fees.
  3. Payment Terms: Client agrees to enroll in PTG’s Autopay system as a condition of service. All invoices are due within fifteen (15) days of the invoice date (Net 15). Any amounts not received by the thirtieth (30th) day will be subject to a 1% monthly interest charge, or the maximum amount permitted by law, and may result in service interruption at PTG’s discretion. Invoices that include long-term percentage discounts must be paid via ACH.
  4. Invoice Disputes: Should Client dispute in good faith all or any portion of the amount due on any invoice or otherwise require any adjustment to an invoiced amount, Client must notify PTG in writing or by e-mail, within thirty (30) days of the due date of that invoice, of the nature and basis of the dispute and/or adjustment. The parties shall use their reasonable best efforts to resolve the dispute prior to the payment due date. However, if the parties are unable to resolve the dispute prior to the payment due date, Client must pay the entire invoiced amount to PTG by the due date but may withhold only the disputed amount. If it is ultimately determined that such amount should be paid by Client to PTG, then client must pay this amount within fifteen (15) days of the dispute resolution.
  5. Suspension of Service: If Client fails to pay all amounts owed to PTG under this MSA when due, then upon at least ten (10) business days prior written notice to Client, and in addition to any other remedies available at law or in equity, PTG may suspend Services under this MSA until full payment is made. However, PTG may not suspend Services if Client is working diligently and in good faith to resolve a dispute regarding the amount owed. Following any suspension of service under this provision, and after Client makes full payment to PTG, PTG shall restore the Services after validating that all components to be monitored and/or managed under any applicable Service Attachment comply with PTG’s level of security, updates, and best practices. Client shall pay for PTG services, based on the service-hours required, to validate and bring each monitored and/or managed component up to PTG’s standards. PTG’s right to suspend service under this section is in addition to PTG’s right to terminate this MSA for non-payment.
  6. Taxes: All charges and fees to be paid by Client are exclusive of any applicable sales, use, excise, or services taxes (“Taxes”) that may be assessed on the provision of the Services. In the event that any Taxes are assessed on the provision of any of the Services, Client shall pay the Taxes directly to the taxing authority or shall reimburse PTG for their payment. The parties shall cooperate with each other in determining the extent to which any Taxes are owed and shall provide and make available to each other any resale certificates, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by either party. In the event that PTG does not charge sales taxes on a current basis, PTG maintains the right to collect, and client agrees to reimburse PTG, for any sales taxes that the sales tax authorities determine should have been charged to client and paid at the time the Services were delivered. This liability for unpaid sales taxes terminates after 3 years from the date of the invoice. Client agrees this sales tax liability does not terminate with the termination of this agreement.

9. Title on Sale of Equipment

Client agrees that PTG shall retain title to all equipment and products sold to Client until the full amount of the purchase price is paid by Client, or in this case of lease option, until PTG receives the full amount of the purchase price from the approved leasing company. In the event the Client shall default in payment of the purchase price, PTG shall have the right, upon ten (10) days’ notice via e-mail, to enter upon Client premises where the same may be located and retake possession free from any claims of Client.

10. No Hiring

Throughout the term of this MSA and for a period of one year after the termination or expiration of this MSA, Client and PTG shall not employ, solicit or offer employment, either directly or indirectly (including without limitation, through the use of any third party) to any employee of the other (or any Master Service Agreement person who was employed by the other within the past one year), without the prior written consent of the other. Not withstanding the foregoing, in the event that a court of competent jurisdiction shall declare the agreement represented by the foregoing sentence to be unenforceable, and one party employs, directly or indirectly, or retains in a consulting or other capacity, any person employed by the other party within the previous one (1) year, the hiring party shall compensate the other party for such employment at a fee equal to one hundred percent (100%) of any such employee's or other party's then current annual salary, which each party acknowledges and agrees is fair and just compensation and does not constitute punitive or liquidated damages.

11. Warranties

  1. Warranty: PTG warrants that the Services will be performed in a workmanlike manner and in accordance with this MSA and applicable Service Attachments.
  2. DISCLAIMER OF WARRANTY: EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, PTG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Indemnification and Limitation of Liability

  1. Indemnification: Client shall indemnify and save PTG harmless against and from all losses, liability, expenses, and other detriments of every nature and description to which PTG may be subjected by reason of any act or omission of Client, its subcontractors, consultants, agents, officers, directors, or employees, where such loss, liability, expense or other detriment arises out of or in connection with performance under this agreement, including, but not limited to, personal injury (including death), loss of or damage to property of PTG or others, and damages or expenses, including reasonable attorneys' fees, resulting from any action brought or claim made by any third party claiming superior title or right to any software that Client has requested PTG use, access or modify as part of the services to be provided under this MSA.
  2. LIMITATION OF LIABILITY: PTG’s liability under this Agreement is limited to any actual, direct damages incurred by Client and will not exceed the greater of (1) the proceeds of any insurance available to PTG under its applicable insurance policies together with any self-insured retention amounts in connection with those policies, or (2) the sum of all amounts paid by Client to PTG under this MSA and all Service Attachments during the six (6) month period immediately preceding the accrual of any such claim. In the event of an insurance coverage dispute, PTG is not required to dispute the coverage determination and is not required to file a declaratory judgment action. IN NO EVENT SHALL PTG BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR THIRD-PARTY DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, AND LOSS FROM INTERRUPTION OF BUSINESS, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT OR OTHERWISE.

13. Insurance

PTG and Client shall maintain reasonable insurance coverage through their respective carriers. Such insurance must include, at a minimum, general liability, cybersecurity, and workers compensation coverage.

14. Termination

Either party may terminate this MSA for any reason upon a minimum of 90 days advance, written notice or by e-mail given to the other party. However, termination of this MSA will not, by itself, result in the termination of any Service Attachments, and this MSA will remain in effect notwithstanding any notice of termination hereof unless and until all Service Attachments are terminated or expire according to their terms. Knowledge transfer will not be provided until all invoices are paid in full (current and future)

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15. Force Majeure

Neither party will be liable for any delay or failure in performance under this MSA or any Service Attachment due to any cause that is beyond its reasonable control and for which it is without fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any Force Majeure condition, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers (the “Affected Performance”). Upon the occurrence of a condition described the party whose performance is affected shall give written notice to the other party describing the Affected Performance, and the parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both parties, of such condition, including, without limitation, implementing the disaster recovery services. The parties agree that the party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the force majeure events and recommence the Affected Performance. In the event the delay caused by the force majeure event lasts for a period of more than thirty (30) days, the parties shall negotiate an equitable modification to this MSA or an affected Service Attachment with respect to the Affected Performance. If the parties are unable to agree upon an equitable modification within fifteen (15) days after such thirty (30) day period has expired, then either party will be entitled to serve thirty (30) days notice of termination on the other party with respect only to the Affected Performance. If the force majeure event for the Affected Performance is continuing upon the expiration of such thirty (30) day notice period, the portion of this MSA or an applicable Service Attachment relating to the Affected Performance will automatically terminate. The remaining portions of the MSA and all otherwise effective Service Attachments that do not involve the Affected Performance will continue in full force and effect. Client shall pay PTG for that portion of the Affected Performance that was completed or that was in the process of being completed through the effective termination date of Affected Performance.

16. Dispute Resolution

  1. Arbitration Procedures: The parties shall attempt to settle amicably by mutual discussions any disputes, differences, or claims related to this MSA within sixty (60) days of the date such dispute arises. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this MSA, including the existence, validity, interpretation, performance, termination or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules (and if Client is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association (“AAA”). There will be three (3) arbitrators (the “Arbitration Tribunal”), the first of which will be appointed by the claimant in its notice of Arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party appointed arbitrators within thirty (30) days thereafter. The Arbitration will be conducted in English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party will bear its own expenses, but the parties shall share equally the expenses of the Arbitration Tribunal and the AAA. This MSA will be enforceable, and any Arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The Arbitration will be held in county of Nassau, New York, or other location as is mutually agreed by the parties. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Client’s failure to pay for Services in accordance with this MSA may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.
  2. Period for Bringing Claim: No claims to be resolved may be made more than sixty (60) days after the date by which the fault or failure should reasonably have been discovered; failure to make such a claim within the sixty (60) days period shall forever bar the claim.
  3. Continued Service: Unless PTG is bringing an action for failure to make payments by Client for Services not otherwise in dispute, PTG shall continue to provide Services under this MSA, and Client shall continue to make payments to PTG, in accordance with this MSA, during the period in which the parties seek resolution of the dispute.

17. Notices

Except as otherwise provided under this MSA, all notices, demands or requests to be given by any party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person, or sent via fax, courier service, electronic mail, or on the date of the third business day after deposit, postage prepaid, in the United States Mail via Certified Mail, return receipt requested, and addressed as set forth on the cover page of this Master Services Agreement. The address to which such notices, demands, requests, elections, or other communications are to be given by either party may be changed by written notice or by e-mail given by such party to the other party pursuant to this Section.

18. General

  1. Waiver: No delay in exercising, no course of dealing with respect to, and no partial exercise of, any right or remedy hereunder will constitute a waiver of any right or remedy, or future exercise thereof.
  2. Assignment: Neither party may assign this MSA or any of its rights or obligations hereunder without the prior written consent of the other party. However, PTG may assign or otherwise transfer its rights, interests, and obligations under this MSA without the consent of Client in the event of a change in control of 50% or more of the equity of PTG, the sale of substantially all the assets of PTG or the restructuring or reorganization of PTG or its affiliate entities. This MSA is binding upon the parties, their successors and permitted assigns.
  3. Survival: The duties and obligations of the parties with respect to liability to pay sales tax, proprietary rights, intellectual property rights, and non-disclosure and confidentiality will survive and remain in effect, notwithstanding the termination or expiration of this MSA.
  4. Amendment: This MSA may be modified or amended only by a writing signed by both parties.
  5. Governing Law: This MSA is to be governed by and construed in accordance with the laws of the State of New York. Jurisdiction and venue for any action arising under this MSA is exclusively in the state or federal courts located in the county of Nassau, New York. The parties waive any other choice of venue. Any action arising under this MSA must be brought within three (3) months after its accrual.
  6. Severability: If any term or provision of this MSA is declared invalid by a court of competent jurisdiction, the remaining terms and provisions will remain unimpaired, and the invalid terms or provisions are to be replaced by such valid terms and provisions that most nearly fulfill the parties’ intention underlying the invalid term or provision.
  7. Entire Agreement: This MSA and the Service Attachments set forth the entire understanding of the parties with respect to the subject matter hereof and is binding upon both parties in accordance with its terms. There are no understandings, representations, or agreements other than those set forth herein and in the Service Attachments. Each party, along with its respective legal counsel, has had the opportunity to review and modify this MSA. Accordingly, in the event of any ambiguity, such ambiguity will not be construed in favor of, or against either party.

SERVICE ATTACHMENT - MANAGED IT SERVICES

This Service Attachment is by and between The Proactive Technology Group, LLC ("PTG") and Client ("Client"), as of the date signed above and is pursuant to the terms of the Master Services Agreement ("MSA") signed by the parties above. PTG will perform for Client the Support Services described on the Description of Monthly Services.

1. Support Services

2. Terms and Renewal

  • Term
    • The term ofthis Service Attachment begins on completion of onboarding services and, unlessproperly terminated by either party, will remain in effect for the initial termof one year. Multi-year contracts are available at discounted rates.
  • Renewal
    • "Renewal" means the extension of the term of this Service Attachment 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 automatically renew upon the expiration of the Initial Term or a Renewal Term unless the party who intends to cancel the Service Attachment provides written notice of the intent to terminate the Service Attachment at a minimum of ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term.

3. Service Hours and Maintenance Windows

  • Service Hours:
    • PTG's primary Service Hours are from 5:00 AM to 6:00 PM (Eastern Time) on weekdays, not including recognized holidays. Changes or adjustments to the coverage hours will be reflected in the Statement of Work. PTG recognizes the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and the day after, and Christmas Day.
    • Network and device monitoring services operate 24x7x365. All alerts are processed during the subsequent Service Hours.
    • PTG will respond to service requests and monitoring alerts outside of Service Hours on a best-efforts basis and may be billable to the client unless otherwise specified within the Service Attachment.
  • Maintenance Windows:
    • Routine server and application maintenance and upgrades will occur during maintenance windows. Maintenance windows will be from 12:00 AM to 6:00 AM (Eastern Time) on weeknights, and over weekends. Client agrees to approve system downtime for least once a month during evenings or weekends to enable PTG to perform systems maintenance. Hours will be discussed on onboarding.

4. Service Fees

Client shall pay PTG the following service fees:

  • Recurring Monthly Service Fees
    • For the services described in this Service Attachment, Client shall pay the Monthly Service Fees specified in the attached Service and Pricing Addendum for the Term of this Service Attachment. At any time after the parties sign this Service Attachment, PTG may elect to raise the fees that it charges for any Services provided to Client under this Service Attachment. PTG shall give Client no less than thirty (30) days' notice of any such increase in fees to be charged.
    • PTG will bill Client the recurring service fees on or around the 15th day of the preceding month. All clients are required to enroll in Autopay, and payment is due within fifteen (15) days of the invoice date (Net 15).
    • Recurring Monthly Service Fees are a calculated based on the number of active end-users, and includes their devices, servers, network locations and Line of business (LOB) business applications being supported. Any changes to the number of users can result in changes to the pricing of this agreement. User counts are re-aligned on a semi-annual basis.
    • It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered projects, and will be quoted and billed as separate, individual services.
  • Service Performed Outside of Service Hours
    • On-site services performed under this agreement outside of Service Hours upon request or requirement of the client shall be billed at 1.5 the then current PTG standard billing rates. If PTG elects to do work on off hours, client will not be billed. Preventive maintenance services are always performed outside of Service Hours and not subject to additional billing.
  • Service Calls Where No Trouble is Found
    • If Client requests onsite service and no problem is found or reproduced, Client shall be billed at the then current PTG standard billing rates.

5. Service Policies

  1. Services provided under this Service Attachment may be provided either remotely or on-site at the discretion, judgment, and determination of PTG.
  2. Client agrees to designate one or more staff to work with PTG remote support personnel on an as-needed basis upon request by PTG for a period of up to two hours per issue to assist with the diagnosis and resolution of Client reported issues.
  3. PTG will respond to Client's requests for support during the Service Hours, and with best efforts, after hours or on holidays. Trouble Tickets may be opened by Client by email to our Help Desk, or by phone. Each request will be assigned a Service Request number for tracking.

6. Suitability of Existing Equipment

  • Minimum Standards Required for Services
  • In order for Client's existing environment to qualify for PTG services under this agreement the following requirements must be met:
    • All Servers with Microsoft Windows operating systems must be running a version of Windows Server under active support with Microsoft and have all the latest Microsoft service packs and critical updates installed.
    • All desktop PCs and notebooks/laptops with Microsoft Windows operating systems must be running a "Professional" version of Windows under active support with Microsoft and have all the latest Microsoft service packs and critical updates installed.
    • All server and desktop software must be genuine, licensed, and vendor supported.
    • The environment must have a currently licensed, vendor-supported server-based antivirus solution protecting all servers, desktops, notebooks/laptops, and e-mail.
    • The environment must have a currently licensed, vendor-supported, up-to-date, server-based backup solution.
    • The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.
    • Any wireless data traffic in the environment must be secured with a minimum of WPA2 level of data encryption.
    • Server hardware must be under active support contract from the vendor.
    • Desktops and laptops must be no more than 5 years old. Devices older than 5 years will be supported on a best effort only basis. A maximum of one hour service effort will be expended on such equipment before Client will be asked to purchase new equipment.
    • All LOB application must have active support with the application provider.
  • Costs required to bring Client's environment up to these minimum standards are not included in this Agreement. Service costs associated with failures due to equipment and configurations which do not meet minimum required standards shall be billed to the client at standard billing rates.
  • Chronically Failing Equipment:
    • Client agrees to cooperate with PTG to replace repair or upgrade any equipment that PTG identifies as not properly functioning or unable to support the Services provided by PTG, at additional cost through.
  • Continuous Virus Infections:
    • Even with virus protection, it is possible for computers to become infected with a virus. Damages caused by, and recovery from, virus infection not detected and quarantined by virus protection approved by PTG are covered under the terms of this Agreement.
    • Very infrequently, we encounter a few users who frequently get infected with viruses. Client agrees to work with PTG to implement additional safeguards (additional costs may be incurred) and provide guidance to such users or to exclude such user's workstation from PTG obligation to troubleshoot and/or restore the operating system as an included service.

7. Excluded Services

Service rendered under this Agreement does not include:

  1. Supplies and consumables of any kind (UPS, battery backup)
  2. The cost of any software, licensing, software renewal or upgrade fees of any kind.
  3. The cost of any 3rd party vendor or manufacturer support or incident fees of any kind. While PTG will make every effort to first solicit Client's authorization for such charges, PTG may use its judgment to accept these charges on behalf of Client in order to resolve any issue without delay.
  4. The cost to bring Client's environment up to minimum standards required for Services.
  5. Services required to resolve issues due to failures caused by acts of God, building modifications, power failures floods, snowstorms, or other adverse environmental conditions or factors.
  6. Services required to proactively shutdown Client systems in preparation for building modifications, power outages, or environmental conditions and the subsequent restart of systems.
  7. Service and repairs made necessary by the alteration or modification of equipment other than that authorized by PTG including alterations, software installations or modifications of equipment made by Client's employees or anyone other than PTG.
  8. Service and repairs made necessary by changes made by Client to the networking environment that were not communicated to or approved by PTG.
  9. Service and repairs made necessary by problems resulting from actions or inactions of Client contrary to PTG's reasonable recommendations.
  10. Maintenance of applications software packages, whether acquired from PTG or any other source Programming, training, website design and support.
  11. Printer or scanner repair. PTG will provide best efforts diagnostics to identify the nature of the printer or scanner malfunction and then coordinate with a repair service to repair the malfunction and return the device back into service.

8. Exclusions

PTG is not responsible for failures related to:

  • Cybersecurity breach/Ransomware, PTG will make all attempts to mitigate such breach and to recover the clients return to a pre-breach state with all costs of such effort to be paid by the client or its insurance carrier.
  • Scheduled Maintenance: Scheduled maintenance windows and other agreed upon periods of time that are necessary for repairs or maintenance.
  • Force Majeure: Problems resulting from a Force Majeure Event as described in the MSA.
  • Agreed Temporary Exclusions: Any temporary exclusion requested by PTG and approved by Client to implement changes in applications, environments, conversions, or system software.
  • Client Responsibilities: Problems resulting from any failure by Client to fulfill its responsibilities or obligations. Factors beyond PTG's Control: Delays or downtime due to any factor outside of PTG's reasonable control.
  • Internet Connectivity Loss: Loss of Internet connectivity to Client site for any reason.

9. Termination

Termination for Cause

Client may terminate this Service Attachment for cause upon no less than ninety (90) days' advance, written notice if PTG:

  • Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within ninety (90) days of receipt of such written notice.
  • Breaches any material term or condition of this Agreement and fails to remedy such breach within sixty (60) days of receipt of such written notice.
  • Terminates or suspends its business operations unless it is succeeded by a permitted assignee under this Agreement.

If either party terminates this Agreement, with or without cause, PTG will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay PTG the actual costs of rendering such assistance. Actual costs could include but are not limited to: training, data transfer, license transfers or equipment de-installation.

Client agrees to allow PTG to assign, delegate, subcontract services to third party competent contractors approved by Client.

Termination Without Cause:

Client may terminate this Service Attachment without cause, only upon completion of the initial term, provided that Client gives Provider ninety (90) days' advance, written notice.

Termination by PTG

PTG may elect to terminate this Service Attachment upon ninety (90) days advance, written notice, with or without cause.

  1. Loaner Equipment
    1. In connection with providing the Services hereunder and in order to provide services remotely, PTG may co-locate one or more of its servers (and possibly other equipment) with the servers and equipment owned by Client. Both parties agree and acknowledge that Client owns all right, title and interest in and to its servers and other equipment and PTG owns all right, title, and interest in and to PTG's servers and equipment. Upon termination of this Agreement, PTG's servers and equipment shall be immediately returned to PTG.
  2. Master Services Agreement
    1. All of the terms and conditions of the Master Services Agreement are hereby incorporated herein by reference. If there is a conflict between any of the terms and conditions of this Agreement and those of MSA, the terms and conditions of this Agreement shall prevail; provided however, that the sections referring to Warranties, Indemnification and Limitation of Liability, Disclaimers, Non-Solicitation of PTG Employees ("No Hire"), Non-disclosure and Confidentiality of the MSA shall always remain in full force and effect during the term hereof.

Appendix A - Description of Support Services

Network Management Support

Network Management Support is our commitment to the ongoing maintenance and support of devices and services at each business or network site.

Services Provided:

  • 24x7x365 Proactive monitoring of network devices availability, with response during normal support hours.
  • Preventative maintenance performed 2 times per year.
  • Device configuration, management and monitoring of firewalls, switches, battery backup and temperature monitor.
  • Wireless infrastructure management as determined by service agreement coverage.
  • VPN and remote access management.
  • Domain / Public DNS management and failover.
  • Liaison with Internet Service Providers.
  • Liaison with website hosting providers.
  • Liaison with LOB application providers

Restrictions and Exclusions:

  • Each Business Network Site must have a High-Speed internet connection with static IP.
  • Network must have a current, licensed and vendor supported for all key components, Servers, and network firewall/VPN device.
  • All wireless data traffic must be securely encrypted.
  • Assistance with new domain registration is billable.

Network Management Support Includes:

  • Primary Business sites
  • Remote business sites
  • Home sites for key Client staff (Excludes support for non-business-related hardware [PlayStations, DVR, etc.])

Managed End User Device Support

End User Device Support is our commitment to the ongoing maintenance and support of computers, smartphones, and mobile devices, used for business purposes.

Support Services Provided:

  • Includes support for up to 1 desktop 1 laptop devices and 1 smartphone
  • Smartphone support is limited to connectivity to email service unless using a PTG provided MDM solution
  • Patch management, updates, and support for Microsoft operating systems
  • BIOS and driver updates for devices using Microsoft operating systems
  • Licensing and Management of Windows compatible Antivirus and Antispyware software
  • Spyware and adware removal.
  • Support and diagnose all e-mail issues including spam control and email viruses
  • Adding new users and deleting terminated users to Active Directory and network security. (Requires 48-hour notice)
  • Support for printers and scanners. Installation of new units is billable. Hardware repair not included.

Restrictions and Exclusions:

  • Excludes upgrades
  • Excludes support for non-business related software, unless software is identified as a LOB Application.
  • Excludes Training, and Software Services (including but not limited to: application customization, report writing, data manipulation, tutorials, implementation consulting, business workflow analysis, or requirements analysis).
  • All devices must comply with PTG Systems Acceptable Usage Policy.

End User Device Support Includes:

  • Desktop PC -- Windows/Mac
  • Laptop - Windows/Mac
  • Thin Client

LOB APPLICATIONS SUPPORT Bundled with End User Support

Line of Business Applications Support is intended to provide additional support to end users for the applications that are used on a regular basis for business purposes.

Services Provided:

  • PTG technicians provide first level diagnostic support.
  • Liaison with software publisher to escalate and resolve issues.
  • Provide software publisher with secure access to a server or desktop to assist in problem resolution or software upgrades.

LOB Application Tiers:

  • Tier 1 Mission Critical Applications required for daily business operations. The organization is willing to accept very little risk of failure for these applications, and the impact or cost of failure would be very high.
  • Tier 2 Business Critical Applications required for business operations. The organization is willing to accept very little risk of failure for these applications, and the impact or cost of failure would be moderate.
  • Tier 3 These applications are required to run the business but can be offline for a longer period of time. The organization is willing to accept moderate risk of failure, and the impact or cost of failure would be low.
  • Tier 4 These applications are minor utilities which require very little support once installed and can be offline for a longer period of time. The organization is willing to accept moderate risk of failure, and the impact or cost of failure would be low.

Restrictions and Exclusions:

Does not include application customization, report writing, training, data manipulation, tutorials, implementation consulting, business workflow analysis, or requirements analysis.

Support is limited to problem resolution and software upgrades. Installation of new applications or major upgrades excluded.

Cloud and/or Physical Server and Virtual Infrastructure Support

Cloud and Server Infrastructure Support is our commitment to the ongoing maintenance and support of servers and server infrastructure.

Services Include:

  • 24x7x365 Proactive monitoring of server availability, with response during business hours.
  • Patch management and updates for Microsoft operating systems, and Microsoft Office
  • Patch management and updates for virtualization management software.
  • Firmware and BIOS updates for physical devices.
  • Driver support and updating for network devices.
  • Windows compatible Antivirus and Antispyware software licenses included.
  • User account administration (add and delete users in Active Directory).
  • Security administration.
  • Software license management.
  • Drive space monitoring.
  • Print queue management.
  • Monitoring of warranty repairs and parts replacement.
  • Preventive Maintenance visits 2 times per year.

Restrictions and Exclusions:

  • Virtual Servers and virtual host must use VMware version 6.0 or later or Microsoft Hyper-V 2019 R2
  • Server must have a current, licensed and vendor supported backup solution
  • Devices older than 4 years old supported only on a best-efforts basis.

Server Infrastructure Support Includes:

  • Virtual Infrastructure (Includes SAN, SAN switch, and virtual server management servers)
  • Virtual Host Server
  • Virtual Server
  • Physical Server (not virtualized)

Managed Backup Support

Managed Backup Support is our commitment to the management and ongoing testing of the backup

Services Provided

  • 24x7x365 Proactive monitoring of device and backup status, with response during business hours
  • Patch management and updates for operating system and hardware.
  • Data recovery as requested from backup
  • Archive data to customer supplied drive as needed
  • Complete disaster recovery

Restrictions and Exclusions

  • Backup support provided for PTG provided Veeam Backup appliances only.
  • Does not include the costs of off-site data storage.
  • Disaster recovery services required due to circumstances outside of PTG control including floods, storms, power issues, Cybersecurity breach are not covered.

Managed Backup Support Includes:

  • Veeam Backup
  • Offsite Veeam Backup Support

vCIO Strategic Advisory Sessions

As vCIO, PTG staff will dedicated its expertise and time to assist in technology direction and technology.

Services Provided:

  • Preparation and delivery of reports and evaluation data such as key performance metrics (KPI) Availability for technical research, special project planning, consultation on RFP responses, etc.