The following assumptions have been made for this engagement. Should any assumptions fail to be accurate, adjustments to the scope may need to be made.
- Office 365 Quick Start Basic Setup
- CLIENT will provide access to existing domain(s) for use with Office 365.
- Account setup, and desktop application configuration may be limited to 5 users.
- Additional users may be configured by CLIENT.
- e-mail migration is not included in the Quick Start Basic Setup engagement.
- Office 365 Quick Start Basic Migration
- Basic e-mail migration from .pst files or Exchange mailboxes for up to 5 users is included.
- Knowledge transfer will be provided so that CLIENT may migrate additional mailboxes on their own.
- Basic support will be provided for up to 2 weeks after the start of the engagement.
- Office 365 Quick Start Full Migration
- ActiveSync mobile device configuration may be limited to 5 users.
- End-user training sessions will be limited to 90 minutes each and will be delivered through Microsoft Lync.
- Basic support will be provided for up to 4 weeks after the start of the engagement.
- CLIENT will provide a dedicated point of contact responsible for working with CloudStrategies during the duration of this engagement.
- CLIENT will provide needed electronic (remote) access to systems necessary to complete the work.
- Should Directory Synchronization be included, CLIENT will provide access to physical or virtual servers (non Domain Controller's) that are members of CLIENT's Active Directory Domain, for the purposes of setting up and maintaining Directory Synchronization (or the ability to walk through these steps with CLIENT personnel).
- CLIENT will provide a valid public SSL certificate for the appropriate servers to use for encrypting communications between CLIENT and Microsoft Online.
- Free/Busy calendar information is not provided between Microsoft Exchange Online and on-premise messaging platforms.
- CLIENT will provide all licensing necessary for software used during this engagement.
- This engagement does NOT include reverse data migration services from Microsoft Online to any on-premises systems.
- Knowledge Transfer and Support will be provided to/through the engagement primary point of contact.
- CLIENT will be responsible for providing their preferred software deployment solution to handle the deployment of the Microsoft Online Sign-on client.
- Additional Migration Services, Support, and End-user Training not specifically specified in this engagement documentation is out of the scope of this engagement and may be provided under a separate engagement under mutually agreeable terms.
- Cloud-based BlackBerry Enterprise Service is provided separately by Research In Motion (RIM) & may be accessed from a link found in the Office 365 Administration Portal. Configuration of RIM's BES service is outside of the scope of this engagement & will be performed at established hourly rates.
- In exchange for reduced services fees, CLIENT agrees to maintain CloudStrategies, LLC. as their Microsoft Online Services "Partner of Record" for all of their Online Services software purchases for a minimum of one year.
- In exchange for CloudStrategies' investment in this engagement, CLIENT agrees to provide a public case study and reference upon the successful conclusion of the engagement.
TERMS & CONDITIONS:
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the parties hereto mutually agree as follows:
- Definitions. As used herein:
- "Confidential Information" is any information, written or oral,
which relates to the disclosing party's business, products,
processes, or services, including, but not limited to, information
related to research development, products under development,
techniques, accounting, Client requirements; marketing; selling;
and the documentation thereof, with the following exceptions:
- information which was already known to the receiving party prior to disclosure by the disclosing party;
- information ascertainable or obtainable from public or published information;
- information received from a third party not known by the receiving party to be employed by or affiliated with the disclosing party or under an obligation to the disclosing party to keep such information confidential; and
- information which is or becomes known to the public other than through a breach of this Agreement. It will be presumed that information supplied to the receiving party from third parties at the request of or for the benefit of the disclosing party, including, but not limited to, clients of the disclosing party and any other parties with whom the disclosing party has established a relationship is Confidential Information of the disclosing party unless and until it is designated otherwise.
- "Services" means the services described on the front hereof.
- "Confidential Information" is any information, written or oral,
which relates to the disclosing party's business, products,
processes, or services, including, but not limited to, information
related to research development, products under development,
techniques, accounting, Client requirements; marketing; selling;
and the documentation thereof, with the following exceptions:
- Fees and Terms of Payment
- CloudStrategies shall periodically submit to Client invoices for the services performed and for actual reimbursable expenses incurred by CloudStrategies under this Agreement. Each invoice shall include a description of the services performed and any reimbursable expenses incurred by CloudStrategies.
- Client shall timely pay CloudStrategies the fees for Services performed by CloudStrategies in accordance with the rates, fixed amounts and schedules set forth in this Agreement. Failure of Client to pay CloudStrategies on time in accordance with the schedule described in the Agreement hereof may result in the termination of this Agreement in its entirety.
- Payment in full is due within 30 days of receipt of invoice. If payment is not received from Client within this time period such nonpayment shall be deemed a material breach of this Agreement; which shall entitle CloudStrategies to immediately discontinue all services and terminate any obligations CloudStrategies has under this Agreement, or this Agreement in its entirety.
- Client shall pay CloudStrategies the amounts set forth in the invoices upon receipt of each invoice. Client shall pay a finance charge of 1½% per month on the balance not received by CloudStrategies within thirty (30) days of Client's receipt of an invoice.
- Provided that CloudStrategies has not breached any of its obligations under this Agreement, Client may not withhold payment of any invoice for services that have previously been performed by CloudStrategies.
- Non-Disclosure of Confidential Information.
- The receiving party acknowledges that all Confidential Information of the disclosing party shall at all times remain the property of the disclosing party and the disclosing party shall have free and unlimited access at all times to all materials containing Confidential Information of the disclosing party and shall have the right to claim and take possession of such materials on demand.
- Except as required in the receiving party's obligations under this Agreement, the receiving party will not, during the term of this Agreement or thereafter, directly or indirectly use, divulge, disseminate, disclose, lecture upon, or publish any Confidential Information of the disclosing party without having first obtained written permission from the disclosing party to do so.
- The receiving party will safeguard and maintain secret all Confidential Information of the disclosing party and all documents and things that include or embody Confidential Information of the disclosing party.
- Upon termination of this Agreement, for whatever reason, or upon request by the disclosing party, the receiving party will deliver to the disclosing party all notes, drawings, memoranda, correspondence, documents, records, notebooks, and similar repositories of Confidential Information of the disclosing party, including all copies thereof, then in the receiving party's possession or under the receiving party's control, whether prepared by the receiving party or by employees or agents of the receiving party.
- Undertakings to Engage Employees, Agents, and the Like in
Agreements.
- In order for each party to comply with its obligations under this Agreement, each shall bind and engage all of its officers, employees, agents, and the like who might reasonably be expected to perform or to assist in the performance of the Services to an agreement having terms the same as or equivalent to the terms of Section 3 of this Agreement.
- All agreements executed in compliance with this Section 4 shall inure to the benefit of the disclosing party.
- Limited Warranties
- Client warrants and represents that it is free lawfully to make this Agreement.
- CloudStrategies warrants and represents that it is free lawfully to make this Agreement, and that it will perform the services under this Agreement in a workmanlike manner that conforms with reasonable standards in the industry. EXCEPT AS PROVIDED IN THIS SECTION 5, CLOUDSTRATEGIES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND CLOUDSTRATEGIES SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY
CLOUDSTRATEGIES LIABILITY TO CLIENT HEREUNDER FOR DAMAGES, REGARDLESS OF THE LEGAL THEORY OF THE CLAIM SHALL NOT EXCEED ALL AMOUNTS ACTUALLY PAID TO CLOUDSTRATEGIES UNDER THIS AGREEMENT FOR THE SERVICES ON WHICH SUCH LIABILITY IS BASED, AND SUCH CLAIM FOR A RETURN OF AMOUNTS PAID SHALL BE CLIENT'S EXCLUSIVE REMEDY FOR ANY DAMAGES. FURTHER, CLOUDSTRATEGIES SHALL NOT BE LIABLE TO CLIENT FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF CLOUD STRATEGIES KNEW ABOUT THE POSSIBILITY OF SUCH DAMAGES. CLOUDSTRATEGIES IS EXPRESSLY NOT LIABLE FOR CLIENT'S DATA INTEGRITY OR FOR ANY DAMAGES THAT MAY OCCUR TO CLIENT'S DATA, BUSINESS, OR BUSINESS RELATIONSHIPS DUE TO MALFUNCTIONING OR UNAVAILABLE THIRD PARTY SOFTWARE OR HARDWARE.
- Indemnity
- CloudStrategies shall defend, indemnify and hold harmless Client from and against all damages to persons or property and any related costs and expenses, including court costs and reasonable attorney fees, caused solely by the negligence of CloudStrategies and from and against all claims and liability and related costs and expenses, including court costs and reasonable attorney fees, resulting solely from a material breach of this Agreement by CloudStrategies.
- Client shall defend, indemnify, and hold harmless CloudStrategies from and against all damages to persons or property and any related costs and expenses, including court costs and reasonable attorney fees, caused solely by the negligence of Client and from and against all claims and liability and related costs and expenses, including court costs and reasonable attorney fees, resulting solely from a material breach of this Agreement by Client.
- Termination.
- Either party may terminate this Agreement by giving the other party written notice of such termination. Such notice shall be effective to terminate this Agreement upon delivery to the other party at its address written above by certified mail, return receipt requested. However, no such notice of termination given by CloudStrategies to Client shall be effective to terminate this Agreement until CloudStrategies has completely performed the services unless client has breached this Agreement by failure to pay CloudStrategies under Section 2, in which case termination shall be effective upon delivery of such notice to Client.
- Termination of this Agreement shall not relieve the parties from their respective obligations pursuant to Sections 1, 3, 4, 5, 6, and 7 of this Agreement.
- Non-Solicitation.
For the duration of this Agreement and for a period of one (1) year following termination hereof, neither party shall, directly or indirectly, recruit or attempt to recruit any employee or agent of the other party or otherwise initiate any offer or promise of employment with any employee or agent of the other party without the prior written consent of the other party.
- Independent Contractor.
This Agreement does not appoint CloudStrategies as an agent or legal representative of Client for any purpose whatsoever. CloudStrategies will at all times in the performance of the Services under this Agreement remain an independent contractor. CloudStrategies is granted no right or authority under this Agreement to assume or create any obligation or responsibility for or on behalf of Client or to otherwise bind or to use Client's name other than as may be expressly authorized by Client.
- Merger.
This Agreement supersedes all prior negotiations, written and oral, conversations, correspondence, representations, warranties, agreements, proposals, and other communications regarding the subject matter hereof. This Agreement also supersedes all terms and conditions set forth in any purchase orders which may have been previously or may be issued by Client for the Services subsequent to the Effective Date of this Agreement.
- Severability.
Should any term of this Agreement be found invalid or unenforceable, then to the extent that such term is invalid or unenforceable, it shall not affect the validity or enforceability of any other term of this Agreement.
- Force Majeure.
Neither party shall be responsible for any failure to comply with, or for any delay in performance of the terms of this Agreement including, but not limited to delays in performance or completion of the Services, where such failure or delay is directly or indirectly caused by or resulting from events of force majeure beyond the reasonable control of such party.
- Notices.
Any notice provided for herein shall be sent via certified mail, return receipt requested, to the addresses first written above.