This Agreement is made by and between Systems Plus Computers, Inc. (hereafter Systems Plus) a New Hampshire corporation, and (hereafter the Customer). This agreement is effective as of the date of submission and will automatically renew annually.

1.) This agreement is for the Customer participation in the PlusCare Program. The PlusCare Program is designed for companies and individuals that want to have routine maintenance, updates to most software, operating system updates and proactively check the health of your system (s).

In consideration of the mutual promises and agreements set forth here, the Parties mutually agree as follows:

1.1)  Agreement Duration. The agreement will run for a period of one calendar year commencing from the date of payment to Systems Plus Computers, Inc. of the monies due under the terms of the agreement.

2.)  Services

Under this agreement, the Customer shall receive from Systems Plus the following full range of services:

2.1)  Systems Plus shall install an agent on each computer enrolled in the program. The Customer shall use the procedures set forth in schedule A to request a service request.

2.2)  Systems Plus will notify the Customer when an alert is generated that needs to be addressed, the Customer will express approval prior to performing work.

2.3)  Systems Plus will provide, to the best of its ability, the services requested by the Customer. If the Customer requests a service outside our scope of practice, Systems Plus will notify the Customer.

2.4)  Systems Plus will provide license subscriptions for monitoring, 3rd party and operating system updates. .

2.5)  Systems Plus will monitor backups on an external local hard drive or Time Capsule and backed up using Time Machine.

2.6)  Systems Plus will provide monitoring and alerting services for devices to industry standard thresholds. See Schedule C.

2.7)  Systems Plus Computers, Inc will provide remote support on an approved basis.

3.)  Fees

3.1 The Company agrees to pay Systems Plus the sum of $14.99 (US Dollars) per month in exchange for the services to be provided by Systems Plus. This payment is the agreed amount for the Customer to achieve the participation level in the Plus Care Program as defined. In the event that the Customer fails to make the payment above then this agreement is deemed terminated and the Customer shall not receive any benefits defined in this agreement and any services that have been delivered under this agreement shall be invoiced to the Customer at the non-discounted prevailing rate for those services.

3.2)  An annual invoice will be generated.

3.3)  Removal of our agent from the device can result in additional fees.

4.)  Cost of Parts and Materials. Systems Plus shall provide quotes for materials as needed i.e. replacement parts, shipping charges or downloading fees, shall be charged to the Customer due and payable within the payment terms as defined on the invoice.

5.)  Scheduling and Response Times

5.1)  Response time (the amount of time before the troubleshooting process begins) is during our business hours. Our business hours are Monday-Friday 8:30am-5:00 pm, excluding holidays in which Systems Plus is closed. Responses to issues reported are responded to as outlined in Schedule D. Systems Plus reserves the right to adjust the response time according to each Customer’s needs.

6.)  Default. Systems Plus shall not be obligated to provide services called for in this agreement unless the Customer is current with all payments due to Systems Plus hereunder and all payments invoiced for additional services provided at the Customer’s request, or if the Customer fails to provide Systems Plus with full and free access to all necessary equipment or information. The Customer shall pay Systems Plus cost, including reasonable attorney fees, incurred in the collection of any amounts due hereunder for additional services provided at the Customer’s request. The Customer further agrees to pay interest at the rate of 1.5% per month on all payments not made when due. Payment terms are 30 days net from the date of invoice.

7.)  Delays. Systems Plus will not be responsible for delays or inability to provide the covered services caused directly or indirectly by power failures, incorrect voltages, misuse of equipment, unavailability of parts, states of civil emergency, or other reasons beyond Systems Plus’ control.

8.)  Confidentiality, Publicity and Non-Solicitation.

8.1)  Systems Plus and the Customer agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be disclosed to any third person without the express consent of the other party. The terms and conditions of this Agreement are confidential. The confidentiality obligations of this Section 3.1 shall not apply to any information or development: i) which is or subsequently becomes available to the general public other than through a breach by the receiving party; ii) which is already known to the receiving party before disclosure by the disclosing party; iii) which is developed through the independent efforts of the receiving party; or iv) which the receiving party rightfully receives from third parties without restriction as to use.

8.2)  Upon termination or expiration of this Agreement, each party shall return or destroy all Confidential Information obtained from the other party and copies thereof. Either party may use for any purpose without obligation to the other party residuals resulting from work with Confidential Information so long as such party complies with Section 3.1. The term “residuals” means technical information related to computer software technology in non-tangible form, which may be retained by persons who have had access to the Confidential Information.

8.3)  Neither party will use the name(s), trademark(s), or trade name(s) (whether registered or not) of the other without the express prior written consent of the other, except that Systems Plus may use the Customer’s name for reference purposes only.

8.4)  For a period of one (1) year following the Expiration Date of this Agreement, neither Systems Plus nor the Company shall directly solicit employment of any employee of the other who is directly involved in the performance of this Agreement.

9.)  Limitation of Warranty. The warranty is exclusive and is in lieu of all other warranties, express, implied, statutory or otherwise with respect to the services or products provided under this agreement, the performance of materials or process developed or provided under the statement, or as to the results which may be obtained therefrom, and all implied warranties or merchantability or fitness for particular purpose. Systems Plus shall not be liable for any services or products provided by their party vendors, developers or consultants identified or referred to company by Systems Plus during any aspect of a product under this agreement, any work order, service request or otherwise.

10.)  Termination.

10.1)  The Customer may terminate this Agreement with 30 days written notice prior to anniversary date.

10.2)  Either party may terminate this Agreement: (i) if the other party is in material breach or default of any obligation hereunder, which breach or default is not cured within fifteen (15) days of written notice from the other party; (ii) if the other party becomes insolvent, upon thirty (30) days written notice from the other party; or (iii) if the other party becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign and whether voluntary or involuntary, which is not resolved favorably to the affected party within sixty (60) days of commencement thereof.

10.3)  Upon termination of this Agreement, the Customer shall pay all unpaid charges and out-of-pocket expenses owed to Systems Plus accrued through the date of termination of this Agreement.

11.)  Notices. All notices, authorizations, and requests in connection with this Agreement shall be deemed given on the day they are (i) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier (e.g., DHL, Federal Express or Airborne), charges prepaid, return receipt requested; and addressed as set forth below: