Managed Agreement Terms

Revised as of 3/27/23

In this Active IT Managed Agreement Terms & Conditions NETWORK PEOPLE, INC. will be referred to as “NETWORK PEOPLE” and the customer will be referred to as “COMPANY”.  COMPANY shall include all affiliates and subsidiaries or companies where COMPANY has an ownership stake.  This Agreement is part of an Active IT Managed Services Agreement (“Services Agreement”) between NETWORK PEOPLE and COMPANY and is incorporated by reference in the Services Agreement. The Services Agreement is effective on the date that it is signed by NETWORK PEOPLE after being signed by a COMPANY authorized representative (“Effective Date”). Services will commence on the Effective Date (“Effective Start Date”)..  Effective Start Date may be delayed if necessary, by one or more parties depending on logistics but commencement will not be delayed more than 30 days from the Effective Date.  The Effective Start Date  shall remain in effect for the entire term of the Services Agreement. The Services Agreement will automatically renew for additional periods of the same length as the initial term unless one party provides the other party a written notice that is terminating the Agreement not more than 90 days and not less than 30 days prior to end of the term specified in the Services Agreement.

0.1    Onboarding Phase is required for all new Services Agreements and will be scheduled at time of signing. This phase will precede the Active IT Managed start date by at least two weeks. Once onboarding phase is complete, Active IT Managed support services will commence. If service start date does not fall on the 1st of the month, cost of service will be prorated for the month according to actual start date.

1. Service Fees and Billing.

 COMPANY agrees to pay the recurring charges for Service, as well as the hourly service rate for time required beyond the services covered by the agreement. Service charges may not include applicable taxes, shipping charges (if any), or remediation charges, all of which shall be billed in addition to the Service Charges (or billed by third party providers) and shall be the responsibility of the COMPANY to pay in full. Once payment is made on any and all services, there are absolutely no refunds.

1.1.    Initial Payment. NETWORK PEOPLE will charge COMPANY for onboarding fees, and any hardware costs at time of signing. Upon COMPANY acceptance and full execution of this Agreement, the amount will be due in full. 

1.2.     Remediation and Security Incident Remediation. Remediation by NETWORK PEOPLE will be billed hourly if determined to be a project or cyber security remediation.  If remediation is required after hours, then COMPANY will be billed at the afterhours rate. NETWORK PEOPLE will work additional hours upon the COMPANY’s request at the rates detailed under “Service Response and Rates” section. A cyber security insurance policy is highly recommended with a minimum of 1 million dollars in coverage. If COMPANY suffers a cyber security incident, the cyber security insurance is a critical tool to cover expenses such as security incident response and remediation, loss of business income, public relations damage, payment in bitcoin, negotiations with hackers, and legal advice, etc.

1.3.    Recurring Charges. NETWORK PEOPLE will bill COMPANY monthly in advance for Managed Services being provided under this Agreement. If service start date does not fall on the 1st of the month, cost of service will be prorated for the first month according to actual start date. 

1.3.1  Agreement Adjustments. To ensure your inventory is correct and your devices are safe, NETWORK PEOPLE will perform a monthly audit of all devices and products (this includes licenses) for your environment. In the event there are additional devices or products needed, or devices and products have been removed, the Services Agreement will be adjusted up/down accordingly to support the environment. This audit will happen on the 15th of the month and it is the COMPANY’s responsibility to inform NETWORK PEOPLE of any changes they see needed by the 25th of the month. NETWORK PEOPLE will automatically retire devices after a 30 day stale window and adjust support products and licenses as well, in tandem. This ensures that the COMPANY is only charged for what NETWORK PEOPLE is supporting, and the environment stays protected.

1.4.    Payment for Services. All Service Charges and other fees will be due in U.S. dollars on the 1st day of every month. If payment for the current month is not received by the 15th of that month, a fee equal to the greater of $35.00 or 5% of that month’s Active IT Agreement will be assessed and services may be suspended until the late payment is received. Late payments will also accrue interest at a rate of eighteen percent (18%). If payment is returned to NETWORK PEOPLE with insufficient funds, COMPANY is considered to not to have paid and subject to a returned check charge of $50 and service may be suspended. COMPANY understands that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. COMPANY shall pay any such taxes unless a valid exemption certificate is furnished to NETWORK PEOPLE for the state of use.  

1.4.1 Nonpayment & Cancellation Fee. NETWORK PEOPLE may suspend Service to COMPANY if any amount due hereunder is not paid in full within thirty (30) days after COMPANY is sent an overdue notice. Overdue notices are typically sent out after COMPANY is thirty (30) days past due.  In addition to the overdue notice, a senior representative of NETWORK PEOPLE will reach out to the COMPANY to resolve past due status.  The goal is to maintain COMPANY network to highest standards per the contract.  If however NETWORK PEOPLE is forced to suspend service, the following actions have to occur before service can be reinstated.  The COMPANY must bring their account up to date by paying all past due invoices and fees along with paying the first month of reinstated service and pay an additional onboarding fee.  The onboarding fee is typically one (1) month service charge which allows NETWORK PEOPLE to reinitialize software tools that may have been suspended.  COMPANY agrees to pay for full amount of the monthly service fees even if NETWORK PEOPLE has to suspend service for part of that month due to non-payment.  If COMPANY fails to pay any overdue balance, NETWORK PEOPLE will at its discretion hold any equipment owned by COMPANY until fees are paid in full or at its discretion prevent access to services provided.

1.5.    Rate. COMPANY understands the rate will be “locked-in” for the first 12 months then increase by a COLA of 5% every year thereafter to compensate for the cost of inflation and annual price increases from our vendors.

1.6.      Engagement Specific Rates. NETWORK PEOPLE often have rates specific to a particular engagement that are exceptions to the standard terms as described herein.  Those are referenced here and supersede all other terms within this agreement regarding the same matter.

1.6.1    Travel time for employees working on services covered under agreement. Travel time is charged at rate of $140/hour between offices or when travel is farther than from home to location of HQ.  In instances where a NETWORK PEOPLE employee is needed to travel to a COMPANY site that is outside of 2 hour radius of NETWORK PEOPLE Florida office and that particular skillset is mandatory to complete a project that cannot be done remotely, T&E will be charged to the COMPANY for expenses incurred.

1.6.2    Senior Staff Engagement. T&E will not be charged when senior staff (President, COO, CIO) from NETWORK PEOPLE visits COMPANY offices unless it is a consulting engagement. 

1.6.3    Dedicated Resources. In instances where the services agreement includes dedicated resources to be available for the benefit of the COMPANY, that employee resource will be available 30 hours per week for 48 weeks of the year.  This utilization is implied so that the employee has the ability for vacation and sick leave as well as time for training and skillset improvement. 

1.6.4    Standard and After Hour Rates for billable hours. NETWORK PEOPLE have the following standard rate schedule for technical resources: Technician base rate of $125/hour, engineer base rate of $175/hour, CIO/CTO/Principal base rate of $200/hour.  If the services are needed after normal business hours or on weekends each rate is applicable at the base rate X 1.5.

2. Services and Tools.

2.1.   Covered Services. NETWORK PEOPLE will provide service for items listed in the “Monthly Expense Summary” for the benefit of the COMPANY as part of this Agreement.

2.2.   Work Outside the Scope. NETWORK PEOPLE may invoice COMPANY for Work Outside the Scope of this Agreement at the rate stated under the COMPANY’S “Service Response and Rates” section.   Out of scope work includes but is not limited to troubleshooting, diagnosing, repairing, configuring of computers, mobile devices, or servers/printers/NOC equipment or any other hardware or software that is NOT itemized and paid for under this support agreement.  In other words, if equipment is not covered under the Active IT Managed Agreement, it will not be supported.  However, in instances where the COMPANY needs to replace equipment under their Active IT Managed Agreement, COMPANY agrees that if the product is purchased through NETWORK PEOPLE, NETWORK PEOPLE will add the equipment onto the network free of charge and it will then be added to Active IT Managed Agreement.  If the COMPANY purchases the product from a different vendor, COMPANY will be charged the going rate as stated in the ‘Service Response and Rates” section. 

    2.2.1.   Travel Time.  Unless referenced directly or otherwise in this or a separate engagement document, travel between NETWORK PEOPLE’S site and the COMPANY site will be subject to an hourly rate as listed under “Service Response and Rates” if travel is beyond Pinellas, Pasco, and Hillsborough counties of Florida for the specific need of cyber security engineers or someone from the security team to go onsite in New Jersey.

   2.2.2.   Meals and Lodging.  Daily meals and lodging may be billed to the COMPANY if services require travel of more than 50 miles from the NETWORK PEOPLE headquarters. Amount billed per day for meals and lodging will be charged at the following dollar amounts: standard hotel room near office if engineer needs to stay overnight and per diem of $50 for meals per engineer.

2.3.   Service Hours and Rates. All Services will be handled as part of this Agreement under the  “Service Response and Rates” section.  All Work Outside the Scope of this Agreement will be billed under the provisions of the “Service Response and Rates.”

2.4.   Response/Resolution Times and Service Levels.  NETWORK PEOPLE response time will be handled in accordance with the provisions detailed under the section “Service Response and Rates.”

2.5.  Support and Escalation. NETWORK PEOPLE will respond to COMPANY’S Tickets as quickly as possible but not to exceed response times noted in  “Service Response and Rates.”  Tickets can be opened using the following and each incident will be assigned a ticket number for tracking:

  1. a) By telephone using (727) 446-4564, option 1 for Dispatch Center; or
  2. b) Via email to our Dispatch Center;   [email protected]

2.6. Facility Access. NETWORK PEOPLE will need access to the COMPANY facility during normal business hours and may need access afterhours for emergency and afterhours work. Facility access will also include a work area and a meeting area for use during the duration of this Agreement. If business hour access is not granted to NETWORK PEOPLE, COMPANY will not hold NETWORK PEOPLE responsible for any missed deadlines, missed milestone dates, or failure to provide required Service Level Agreement (SLA) times.

2.7.   Chronically Failing Equipment.  Experience has shown that equipment belonging to the COMPANY which initially passed the Minimum Standard Requirements for Service can become chronically failing. This means that the equipment repeatedly breaks down and consistently causes user and business interruption even though repairs are accomplished. Should this occur, while rare, COMPANY agrees to work constructively and positively with NETWORK PEOPLE to replace the equipment at additional cost to the COMPANY.

2.8.    NETWORK PEOPLE Equipment.  COMPANY agrees that any Equipment specified as NETWORK PEOPLE Equipment, will remain the sole property of NETWORK PEOPLE with security interest and COMPANY will not attempt to sell, tamper with, troubleshoot, repair, move, etc. this Equipment without written permission of NETWORK PEOPLE. Should this contract terminate by either party, COMPANY agrees to return the Equipment to NETWORK PEOPLE within 30 days from the final cancellation date. COMPANY further acknowledges and gives permission to NETWORK PEOPLE to seize Equipment from location in event of contract termination after 30-day grace period, and agrees to compensate NETWORK PEOPLE for all expenses accrued during the seizure process. In the event of termination of this contract, COMPANY will be given the option of purchasing any NETWORK PEOPLE owned equipment at a fair market value to be determined at that time. COMPANY agrees to make all logical and earnest attempts to keep equipment safe, secure and protected while in their possession. Should COMPANY default on this agreement, permission is granted to enter their premises at any time and remove all of NETWORK PEOPLE’S hardware, and all efforts to recover such property will be deemed consensual and not a trespass.

2.9.    Change Management Process.  The following processes will be followed for any change of scope request: 1. Problem Identification, 2. Delivery of Change Request, 3. Logging of Change Request, 4. Approval and Acceptance, 5. Implementation.

3. Disclaimer of Third Party Actions and Control

3.1  Disclaimer of Third Party Actions and Control.  NETWORK PEOPLE does not and cannot control the flow of data to or from the network and other portions of the Internet. Such flow depends in large part on the performance of   Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which COMPANY connections to the Internet (or portions thereof) may be impaired or   disrupted. NETWORK PEOPLE cannot guarantee that such situations will not occur and, accordingly, NETWORK PEOPLE disclaims any and all liability resulting from or related to such events.

4. Limitations of Liability.

4.1.  Personal Injury. NETWORK PEOPLE will not be liable for any harm or personal injury to COMPANY personnel resulting from any cause, other than NETWORK PEOPLE’S gross negligence or willful misconduct.

4.2.   Damage to COMPANY Equipment. NETWORK PEOPLE is not liable for damage to, or loss of any COMPANY Equipment resulting from any cause, other than NETWORK PEOPLE’S gross negligence or willful misconduct and then only in an amount not to exceed the replacement value of the damaged Equipment.

4.3.   Damage to COMPANY Business. In no event will NETWORK PEOPLE be liable for any incidental, punitive, indirect, or consequential damages (including without limitation any lost revenue or lost profits) or for any loss of technology, loss of data, or interruption or loss of use of Service or any other similar claims by COMPANY or related to COMPANY’S business, even if NETWORK PEOPLE is advised of the possibility of such damages. NETWORK PEOPLE will not be liable for any damages or expenses incurred by COMPANY as a result of any deficiency, error, or defect in NETWORK PEOPLE’S service whether due to equipment, hardware, software, or NETWORK PEOPLE’S failure to correct the same, except in the event of NETWORK PEOPLE’S willful actions and only to the extent that such damages are covered by NETWORK PEOPLE insurance. NETWORK PEOPLE shall provide the COMPANY a current copy of its insurance declaration page.

4.4.   Maximum Liability. Notwithstanding anything to the contrary in this Agreement, NETWORK PEOPLE’S maximum aggregate liability to COMPANY related to or in connection with this Agreement whether under theory of contract, tort (including negligence), strict liability or otherwise will be limited to the total amount paid by COMPANY to NETWORK PEOPLE.

5. No warranty.

  Except as specifically set forth herein, the services are provided on an “as is” basis.  Network People does not make, and hereby disclaims, any and all other express and implied warranties, including, but not limited, warranties of merchantability, fitness for a particular purpose, noninfringement and title, and any warranties arising from a course of dealing, usage, or trade practice.  Network People does not warrant that the services will be uninterrupted, error-free, or completely secure.

6. Indemnification.

6.1.   By COMPANY. COMPANY will indemnify, defend and hold harmless NETWORK PEOPLE, its directors, officers and employees (collectively, the “NETWORK PEOPLE Covered Entities”) from and against all actual and alleged claims, demands, causes of action and liability, of any kind, for damages, losses, costs and expenses, including legal fees and disbursements, arising out of or relating to any: (i) damages to persons or real or tangible property, including death, caused by the negligent or willful acts or omissions of COMPANY or its employees; (ii) breaches by COMPANY  or its employees of any representations, warranties, terms or conditions of the Services Agreement or these terms and conditions; (collectively, the “NETWORK PEOPLE Covered Claims”).

6.2.   Notice Procedure. NETWORK PEOPLE will provide COMPANY with prompt written notice of each NETWORK PEOPLE Covered Claim. At COMPANY’s sole option, COMPANY may elect to participate in the defense and settlement of any NETWORK PEOPLE Covered Claim. NETWORK PEOPLE shall have the right to control the defense of any NETWORK PEOPLE Covered Claim.

6.3 By Network People. NETWORK PEOPLE will indemnify, defend and hold harmless COMPANY, its directors, officers and employees(collectively, the “Customer Covered Entities”) from and against all actual and alleged claims, demands, causes of action and liability, of any kind, for damages, losses, costs and expenses, including legal fees and disbursements, arising out of or relating to any: (i) damages to persons or real or tangible property, including death, caused by the negligent or willful acts or omissions of NETWORK PEOPLE or its personnel; (ii) breaches by NETWORK PEOPLE  or its personnel of any representations, warranties, terms or conditions of this Agreement; (collectively, the “COMPANY Covered Claims”).

6.4.   Notice Procedure. COMPANY will provide NETWORK PEOPLE with prompt written notice of each COMPANY Covered Claim. At NETWORK PEOPLE’S sole option, NETWORK PEOPLE may elect to participate in the defense and settlement of any COMPANY Covered Claim. COMPANY shall have the right to control the defense of any COMPANY Covered Claim.

7. No poaching.

Both NETWORK PEOPLE and COMPANY agree to NOT poach employees from each other throughout the term of this agreement and any extensions.  If an employee of NETWORK PEOPLE is hired directly by COMPANY as an employee or indirectly by COMPANY as a contractor under any payment arrangement, COMPANY agrees to pay NETWORK PEOPLE the equivalent of three (3) years current compensation package for that employee (including salary, bonuses, retirement, and benefits) within 15 days of the hiring of that employee to cover training and replacement costs.  Conversely, if an employee of COMPANY is hired directly by NETWORK PEOPLE as an employee or indirectly by NETWORK PEOPLE as a contractor under any payment arrangement, NETWORK PEOPLE agrees to pay COMPANY the equivalent of three (3) years current compensation package for that employee (including salary, bonuses, retirement, and benefits) within 15 days of the hiring of that employee to cover training and replacement costs.  Both companies, however, can make an exception to this clause if the terms of the hiring are agreed upon in writing BEFORE any conversation with the employee.     

8. Cancellation/Termination.

8.1.  Cancellation by COMPANY and Early Termination Fee.  COMPANY must give NETWORK PEOPLE at least ninety (90) days written notice of any cancellation or termination of services. COMPANY must send an email or fax with Company letterhead to NETWORK PEOPLE fax number located at their website or to [email protected]; document must include the COMPANY name, description of services and effective cancellation date. Services will not be provided past the effective cancellation date.  In circumstances where COMPANY chooses to terminate the agreement early, COMPANY agrees to reimburse NETWORK PEOPLE for any and all discounts realized when signing the agreement and agrees to pay 75% of the remaining agreement balance as an Early Termination Fee. 

8.3.  Bankruptcy. NETWORK PEOPLE may terminate this Agreement upon written notice to COMPANY if COMPANY becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.  If NETWORK PEOPLE were to cease operations for whatever reason and COMPANY has adhered to all aspects of this agreement and accompanying agreements such as the services contract, COMPANY shall have a lawful right to the following: COMPANY shall have access to all the files and documentation regarding the COMPANY in the performance of any and all agreements such as documentation in IT Glue, all passwords associated with COMPANY service contract and others; COMPANY shall have the right to approach and hire any employees of NETWORK PEOPLE that have been involved in the fulfillment of services under this contract and affiliated contracts.

8.4.  For Cause. Except as otherwise stated, either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within ninety (90) days after receipt of written notice of the same.

8.5.  Effect of Cancellation or Termination. Within ninety (90) days, NETWORK PEOPLE will remove all NETWORK PEOPLE Equipment and any other owned property from COMPANYS premises. If COMPANY does not allow NETWORK PEOPLE access to its Equipment within the ninety (90) day period, NETWORK PEOPLE , at it’s option and at COMPANY expense, may use  whatever means necessary to remove the Equipment. NETWORK PEOPLE will return all COMPANY Equipment within the ninety (90) day period.  In addition, NETWORK PEOPLE reserves the right to hold any COMPANY Equipment until it has received payment in full.

9. Survival.

The Parties’ respective representations, warranties, and covenants (except the covenant to provide services), together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of the Services Agreement and continue in full force and effect.

10. Service Disclaimer.

 COMPANY grants NETWORK PEOPLE authorization to view any files within the regular routine of the repair or system improvement. COMPANY also authorizes NETWORK PEOPLE to reasonably delete,  change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

11. Confidentiality.

 NETWORK PEOPLE and its agents will not use or disclose COMPANY information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.

12. Disputes.

In the event of any dispute between the parties, the parties agree to attempt to resolve the dispute in good-faith through a face-to-face meeting. In the event of any dispute which the parties cannot resolve after face-to-face good-faith discussions, the parties agree to participate in non-binding mediation within fourteen (14) days after demand for mediation by either party, prior to filing any litigation. The non-requesting party will choose the mediator. The costs of the mediation will be shared equally by the parties. If either party files any litigation prior to participating in mediation, then that party will pay all costs incurred, including legal fees, in having the matter dismissed or stayed pending mediation. Parties agree that the forum for any arbitration, mediation, or litigation shall be the Circuit Court of Pinellas County, FL.

13. Award of Expenses.

If a party elects to incur legal expenses to enforce or interpret any provision of the Services Agreement or these terms and conditions by judicial or arbitral proceedings, the prevailing party in such proceeding will be entitled to recover such legal expenses (including reasonable attorneys’ fees, costs and disbursements at all court levels), in addition to any other relief to which such party shall be entitled.

14. General.

 The Services Agreement and these terms and conditions and the rights, duties, obligations and liabilities of the parties thereunder and all amendments, modifications, authorizations or supplements to this Agreement shall be determined in accordance with the applicable provisions of the laws of the United States of America and of the State of Florida, as applicable to contracts made and to be performed entirely within that state, without reference to its doctrines or principles of conflicts of laws. Any action or proceeding arising out of or relating to this Agreement and the agreements, instruments, documents and other papers contemplated hereby shall be brought in the United States District Court for the District of Florida, or any state courts for the State of Florida situated in Pinellas County, FL. The parties hereby consent to and agree to submit to the exclusive jurisdiction of such courts and waive and agree not to assert, in any dispute, to the fullest extent permitted by applicable law, any claim that (I) such party is not personally subject to the jurisdiction of such courts, (ii) such party and such party’s property is immune from any legal process issued by such courts, or (iii) any litigation commenced in such courts is brought in an inconvenient forum.

15. Acts of God.

 NETWORK PEOPLE is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

16. Independent Contractor.

NETWORK PEOPLE is an independent contractor of the COMPANY, and nothing in the course of the parties’ dealings shall establish a relationship of employer/employee, principal/general agent, master/servant, franchiser/franchisee, joint ventures, or partners.  Neither party shall have any authority to make representations on behalf of or to bind the other, or to hold itself out as having authority to do so.