MSI Client Sample Contract by vverge


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									             Managed Services for IT infrastructure
                                            Client name

Developed by:                                         Developed For:

Name of the person                                     Name of the contact person on client side
Your company name                                      Client name
Your company Address
Tel/contact number

Statement of Confidentiality

This document contains trade secrets and information that is company sensitive, proprietary, and confidential, the
disclosure of which would provide a competitive advantage to others. Therefore, this document shall not be disclosed,
used, or duplicated, in whole or in part, for any purpose other than to evaluate the requirements herein.

Copyright © 2005 Name of your company [Unpublished]. All rights reserved.

Your Company Logo
   1. Statement of Capability

Your      Company        (hereinafter  “XYZ”)      is    the  leading provider    of
……………………managed services for IT infrastructure including Database analysis,
help desk support ……. XYZ’s experience with latest computer technology enables
companies to achieve faster returns on their investments and shift their focus from
individual computers to computer networks and services that work together to deliver
real-time information to end-users across multiple locations.

XYZ will also recommend and implement a networks work collectively to build strategies
for ……………:

o Increase infrastructure efficiencies

o Provide Secure Channels for business and financial transactions

o Achieve a higher rate of return on technology investments

o Budget and forecast support cost

Technical Focus
Managed Services

o On an average customers estimate 14 days of lost productivity per employee

o 60% of IT related costs are related to downtime of lost productivity

o 39% doing and another17% considering doing network outsourcing

XYZ provides remote monitoring and management of our clients' critical applications,
workstation, servers, switches, firewalls, networks and databases. With this monitoring
technology we can proactively maintain your computer networks providing resolutions to
issues in most cases before our clients realize there is a problem.

Our Helpdesk Technicians manage your servers and workstations remotely giving us
the ability to reduce the mean time to repair and to minimize the downtime.

Our services have been proven to reduce IT operating costs by 50% or more
substantially increasing quality of service. Our clients can budget their IT support costs
down to the penny for years to come.

XYZ delivers these services from our Network Operations Center (NOC) 24 hours a
day, 365 days a year by certified engineers and technicians.

Data Infrastructure
We optimize the Network performance, up-time and security allowing our clients to
share the resources and have access to business-critical information. We help clients
respond faster to opportunities, achieve more from their operations, exceed their
mission requirements, and meet the competition head-on using the latest available
technologies on the market.

XYZ has skilled Engineers that can provide solutions such as:

o Active Directory Design and Implementation

o Electronic Mail Systems

o Network Security

o Network Infrastructure

o Antivirus Applications

o Database Implementation

Whether you are implementing an IT initiative, IT consolidation or integrating new
technologies, we offer a variety of solutions and support that can assist you in design,
development, implementation and help ensure end-user satisfaction while optimizing
your IT infrastructure resources.

2. Technical Strategy
XYZ is proposing to engage in a contract (hereinafter "Contract") for Network Managed
Services with Client Name. (hereinafter “Client”).

XYZ understands that the network infrastructure is a major component of Client’s
business. Accordingly, XYZ propose a Contract, which will provide solutions
based on our knowledge of the following:

o Extensive Background in TCP/IP Engineering and Troubleshooting

o Experience with Desktop Support and Troubleshooting

o Experience with Microsoft Networks and Back Office Products, such as Exchange

o Experience with Internet Connectivity and Security

o Experience with Cisco Routers and Firewalls

o Experience with Data Warehousing

o Provide customer service to end users that is second to none

Client has _ locations with __ workstations and __ server. Client has communicated to
XYZ that they would like to add efficiencies to the way they do business electronically.
Client stated that they would like to implement standardization for processes, equipment
and support. Also that system downtime is an issue.

XYZ proposes to engage in a Managed Service Agreement with Client.                 This
Contract will provide 24 x 7 x 365 support, by way of the following:

o Maintenance of Client's infrastructure with __ -hour response time guarantee via
  remote connectivity and onsite response of __ -hours whenever necessary

o Phone-a-tech support for Client staff with a __ -hour response guarantee for “over
  the phone” troubleshooting

o Desktop support and troubleshooting for all PCs in the office covered by the service

o Printer support and troubleshooting

o NT/Windows 2000/ Windows 2003 server support and maintenance

o DNS, WINS, and DHCP maintenance and troubleshooting on the servers

o Management of all network hubs and switches

o Firewall maintenance and troubleshooting, including maintenance of a Syslog for
  intrusion attempts from outside influences

24 hour Monitoring Service

o XYZ will monitor all Servers and manageable network hardware and firewalls 24-
  hour a day.

o The system deployed to monitor will email and page XYZ on-call engineer of any
  issue and the issue will be repaired before it becomes a problem on the network

o XYZ will be committed to resolving as many issues as possible before they become
  a network down situation

Weekly Checks

o Log into all workstations randomly and check virus scanners and event logs in order
  to identify potential problems and repair them remotely

o Log into all servers and check tape backup logs, virus scanners, and event logs, and
  repair existing or potential problems

o Log into all firewall and security devices and check system logs for possible intrusion
  failures in the device or on the Carrier

o Push all Software updates and patches using Patch Management Application to all
  devices on the network

Monthly Checks

o Update Internet browser on the workstation to the latest version

o Run disk clean-up and de-fragmentation utilities on all workstations As-Needed

o Force emergency virus scanner update in the case of a devastating virus

o Install critical updates from software manufacturers in order to repair bugs and
  security holes

o Correct issues that may arise outside of scheduled maintenance, including:
  operating system corruptions, virus infestation, workstation failure, and hardware
  failure (This includes labor only and does not include the price of any hardware)

o Troubleshoot Internet connectivity issues

o Repair any failures that may arise on the computer network

This Contract will also include supporting the desktop and all desktop applications
including but not limited to Microsoft Office, Antivirus software, All Microsoft operating
systems (XYZ will provide a best effort on proprietary applications).

XYZ will also maintain Microsoft Exchange Server as the email and calendaring

XYZ will also work with client to design a contingency plan for disaster recovery and

How it works?

Desktop/Laptop Agent

SAAZ is an agent based system. Every managed desktop or laptop must have the
SAAZ agent installed. The agents can be deployed manually, with a remote deployment
tool provide by Zenith or by login scripts/GPOs. The desktop agent collects system
configurations, asset information (software and hardware), Microsoft patch status,
S.M.A.R.T. harddrive statistics, and antivirus and anti-spyware information which are
then sent to the Data Center Application. The Desktop Agent is also responsible for
executing patch and software deployments, uninstall routines, maintenance activities
and remote control initiation. The Desktop Agent performs its responsibilities based on
instructions received from the Data Center Application.

Server Agent

Like the Desktop Agent, the Server Agent must be installed on every Windows Server
that will be monitored or managed. The Server Agent monitors parameters on the host
server and can be directed to monitor Linux servers and SNMP network devices. The
Server Agent continuously monitors performance counters, log files, event logs, WMI
data and a myriad of other critical files and information sources transmitting this
information to the Data Center Application for further processing, analysis and alerting.
When an issue occurs on the host server or on other devices being monitored by the
Server Agent, the agent sends the alert to the Data Center for immediate processing
and any necessary alerting. Alerts are posted on the SAAZ webportal, can be entered
into a ticketing system or sent by e-mail/cell phone. The Server Agent also collects and
transmits data to the Data Center that will be utilized for performance trending and

Gateway Component

Each Desktop Agent separately downloading patches, updates or software from the
Internet is bandwidth-intensive. The gateway component is installed on one machine on
a local area network and it functions like a download cache/proxy. The gateway
component can be installed on any desktop or server running Windows 2000 or higher
and should be online 24 hours each day. The gateway component contains an
embedded web server or can be installed on a server running IIS 5.0 or above. Any
SAAZ Desktop Agents installed at a client site will communicate to the gateway using
standard HTTP instead of utilizing bandwidth communicating with the Data Center

3. Key Assumptions

The following general assumptions have been made in the development of our work
plan and are directly associated with our agreement. All fees and expenses set forth in
this section are, therefore, contingent upon the accuracy of these assumptions and are
subject to change in the event that any such assumption is incorrect. Therefore, Client
should verify accuracy of pricing by carefully reviewing the following assumptions:

o XYZ will work with Client as partners in the development of the deliverables.

o XYZ will interface with Client personnel as necessary in order to complete the
  identified tasks.

o XYZ will assume project management for the Contract period and will provide proper
  reporting, along with a detail of how the time is used.

o XYZ will require that a Client employee be made readily available during all down-
  time or trouble situations.

o XYZ will not be held responsible for delays in the time table due to the unavailability
  of information or resources from Client sources.

o Upon request, Client will provide accurate information related to the success of this
  maintenance contract on a timely basis.

o In order to ensure project success in a timely manner, Client will provide access to
  all necessary parties.


XYZ assures Client that assigned personnel will have the necessary qualifications in
order to provide design, consulting, and maintenance services with respect to Client’s

Additionally, XYZ resources are well qualified for providing server and desktop support
and maintenance, as well as printer support and maintenance. XYZ personnel are
MSCE, CCNA, CAN, and N+ certified.

4.1 XYZ Company Responsibilities

o XYZ will utilize all available technologies in delivering end product that ensures
  maximum uptime for Client.

o XYZ agrees to assign necessary personnel in order to project manage all activities
  of this Contract and to serve as the primary point of contact with the Client team.

o XYZ will convey all requests for information and interviews to Client and will
  schedule time accordingly.

o XYZ will provide progress reports on the status of all work in progress on a regular

o XYZ will inform Client of any delays, as well as all alternatives to resolving delays, as
  soon as is reasonably possible.

4.2 Client Responsibilities
Client agrees to designate a point of contact with responsibility and authority for review
and approval of deliverables under this Contract.

Client will provide a work area and access to systems and personnel as jointly agreed
upon by Client and XYZ (hereinafter “the Parties”). Since time is a critical factor in this
contract, Client should plan accordingly to have the work area and access to systems
and personnel available to XYZ as soon as possible. Time is of the essence regarding
the Parties' performance.

5. Timeline and Project Cost

Management node station and Site Setup- $XXX.00

Monthly fee of $xxxx.00 will be assessed. This will cover all maintenance and support
outlined in this contract.

Service requests for servicing, repairs, moves, simple additions, and changes will be
initiated in the following manner:

8 a.m. - 5 p.m. - Monday though Friday: Trouble ticket must be called into XYZ Service
Department @ (904)-764-1918.

5 p.m. - 12 a.m. - Seven days per week: Trouble ticket must be called into XYZ after-
hours service @ (904)-764-1918.

12 a.m. - 8 a.m. - Seven days per week: Trouble ticket must be called into XYZ after-
hours answering service @ (904)-764-1918

Help Desk hours of operation are Monday - Friday 7:30 a.m. – 6 p.m. with a 2-hour
maximum response time @ (904)-764-1918.

Low priority requests, such as creating a user or moving a PC, can be e-mailed to

All requested upgrades and additions, which fall outside this Contract, would be billed at
a rate of $XX per hour. This will include, but not be limited to, upgrading the servers to
the next release of the operating system and/or upgrading existing workstations from
Windows 98 to Windows XP. This will not include adding major infrastructure, such as
new office locations.

This Contract is a labor-only contract and does not cover hardware. All hardware that is
necessary in order to repair or enhance Client's infrastructure will be subject to
additional fees.

6. Service Level Agreement
XYZ has stated several guarantees in the Contract. This Contract will provide 24 x 7 x
365 support:

o Maintenance of Client's infrastructure with X-hour response guarantee via remote
  connectivity and onsite response of X-hrs whenever necessary (onsite guarantee is
  from the time the ticket is changed from remote status to onsite status).

o Phone-a-tech support for Client staff with a X-hour response guarantee for “over the
  phone” troubleshooting.

o 24-hour turnaround time to redirect clients to the redundant site in the event of

In the event that XYZ does not adhere to the mentioned guarantees, XYZ will credit
Client $XX per each full hour missed. The time will be assessed either from the time
stamped on the Voice Mail or time that the trouble is logged in our system.
Clients will not accrue penalties unless the tardiness is a full hour or more. Guarantees
are for response and should not reflect the mean time to repair. XYZ give a best effort
estimate that all troubles should be cleared within a XX-hour time frame from the time
XYZ response.

7. Terms, Conditions and Covenants
o Payment shall be made pursuant to the following schedule:

XYZ will invoice Client monthly prior to the 1st of the month and payment shall be made
by the 10th day of each month.

o This Contract shall remain in effect for no less than ________(XX) months.

o In the event Client does not effectuate payment of any balance due, XYZ shall be
  entitled to a late payment penalty calculated at the rate of XX-percent per annum on
  the past due amount. The Parties hereto agree that any change in this Contract
  and/or assumptions which may impact XYZ fees and expenses, will be discussed
  and approved by the Parties prior to proceeding. In no event will XYZ be subject to
  liability as a result of Client’s failure to provide XYZ with timely, necessary, and
  accurate information.

o Client agrees to indemnify, defend, and hold harmless XYZ from any cause of action
  relating to this Contract, or any cause of action arising from the outcome of this
  Contract, including any and all actual, consequential, and incidental damages which
  may be occasioned by Client, its clients, its successors, or assigns.

o The Parties agree that this Contract may be transferred or assigned to a third-party
  only upon obtaining written consent between the Parties herein. However, the
  Parties agree that any such assignment or transfer shall not be unreasonably

o In addition to payment for services and/or materials due under this Contract, Client
  agrees to either pay directly or reimburse XYZ for any federal, state or local taxes, or
  surcharges incurred by XYZ as a result of performing under the terms of this

o Client agrees that the breach or threatened breach of any of the covenants
  contained in this Contract may result in irreparable damage to XYZ, not adequately
  remedied by an action at law, and accordingly, XYZ shall be entitled to injunctive
  relief in addition to all other remedies available at law or equity.

o In the event of any dispute, claim, or controversy relating to or arising from this
  Contract, or any breach, threatened breach, or alleged breach thereof, the Parties
  hereby expressly waive and relinquish any and all right to a trial by jury on any issue,
  matter, claim, cause, or controversy pertaining thereto.

This Contract is executed under the laws of the State of _________, United States of
America, and the Parties hereto stipulate and avail themselves to the jurisdiction of the
__________courts and venue in ______County, ________, and that the laws of the
State of _________shall govern any controversy hereunder.

This Contract may be executed in any number of counter-parts, each of which shall, for
all intents and purposes, be deemed an original, but all of which together shall
constitute the same instrument.

This Contract, and each and all of its terms, are deemed by the Parties to constitute its
private proprietary information.     The Parties acknowledge that any disclosure,
dissemination or publication of any of the terms of this Contract may cause irreparable
injury and disruption to the orderly conduct of the aggrieved party’s business.
Accordingly, the Parties covenant and agree to keep and maintain, in strict confidence,
each and all of the terms of this Contract so long as it is in effect and for a period of one
(1) year thereafter.

This Contract cancels and renders null and void, and of no force or effect, any and all
other prior or contemporaneous contracts between the Parties. This document
constitutes the entire integrated Contract between XYZ and Client.               Client
acknowledges that no other separate, oral or written promise, assurance,
representation, or statement exists or was made to induce Client to enter into this
Contract. Client expressly waives any right to claim reliance upon any inducement or
representation not specifically contained herein and acknowledges that Client's
execution of this Contract establishes the mutual intent that no other understanding
exists between the Parties herein. Any subsequent modification hereto must be
reduced to writing and executed by and between the Parties in order to be binding.

Either party’s acquiescence or failure to defend and invoke any portion of this Contract
shall in no way diminish the opposite party’s right to enforce the terms and conditions of
this Contract. To the extent that a restriction or provision contained in this Contract is
more restrictive than permitted by the laws of the jurisdiction where this Contract may
be subject to review and interpretation, the terms of such restriction or provision, for the
purpose only of the operation of such restriction or provision in such jurisdiction, shall be
enforced to the maximum extent allowed by the laws of such jurisdiction, and such
restriction or provision shall be deemed to have been revised accordingly herein. If any
particular provision of this Contract shall, nonetheless, be adjudicated to be invalid or
unenforceable after application of the forgoing intent of the Parties, the remaining
provisions shall be severable and enforceable in accordance with their terms.

Unless otherwise agreed to in writing between the Parties hereto, neither party shall
solicit or otherwise entice or induce for employment (or the performing of services) any
employee or contractor of the opposite Party.

XYZ will use the Confidential Information only to further the relationship between the
parties. If any material non-public information is disclosed then XYZ will treat that
information as “confidential” and will not disclose the information to any 3rd party
without written consent of Client.

By signing this Contract, the Parties hereto agree to all terms, conditions and covenants
contained herein. The Parties acknowledge that this is a legally binding Contract and
the Parties fully acknowledge that they each have accepted this Contract of their own
free will and that the signing of this document was not the result of coercion or duress
and that both Parties sought and received, or had the opportunity to seek and receive,
the advice of legal counsel, of their choice, prior to signing this Contract.

Accepted and Agreed To by:
Client company name                               Your company name

Name:                                             Name:

Title:                                            Title:

Date:                                             Date:


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