Managed Services Agreement

This Managed Services Agreement is governed by and subject to the terms outlined in our Master Terms and Conditions. In the event of any conflict between the terms of this agreement and the Master Terms and Conditions, the terms of this Managed Services Agreement shall take precedence.

The Modern IT Managed Service offering, as outlined in the Managed IT Managed Services Description section of the proposal, is provided in relation to the Managed IT Environment except to the extent of Out-of-Scope factors, and subject to Customer meeting its obligations under this agreement and the Exception Factors.

Payment

• Monthly service charges are due in advance.
• Other charges, such as cloud services, are due in arrears.

Minimum Monthly Amount (MMA)

This agreement establishes a Minimum Monthly Amount (MMA) of $4,000 to ensure consistent service delivery and support. If the number of managed users results in a charge below the MMA, the minimum amount still applies. If the number of users generates charges above the MMA, the higher amount will be billed based on the actual user count.

Price Increases

Pricing for Managed Services may be increased by the Supplier at the beginning of the year, with no more than one increase in a 12-month period and with any increase not exceeding 5%.

Term

The onboarding kickoff date defines the commencement date of this agreement. The initial term is 90 days and will automatically renew, but it may be canceled with 90 days’ notice.

Agreement Definitions

• After Hours: Outside of Business Hours.
• Business Hours: 5 am – 5 pm on Working Days.
• Exception Factors: Factors described in these terms and conditions.
• Incident: An issue in respect of the Managed IT Environment or customer experience.
• Managed Services: The managed services to be provided, as described in the Modern IT Managed Services Description.
• Request for Assistance: A request not connected to an Incident or Exception Factor.
• Operating Levels: Defined in Operating Level Objectives.
• Supplier: Modern IT.
• Working Day: Any day other than Saturday, Sunday, or a California public holiday.

While the Agreement Definitions above outline the legal and procedural terms governing this Managed Services Agreement, the following Service Definitions provide clarity on the specific service roles, user types, and engagement components included in Modern IT’s Managed Services offering. These definitions ensure both parties share a clear understanding of how services are categorized, delivered, and billed under this agreement.

Service Definitions

The following definitions describe the key service categories, user types, and core components included in Modern IT’s Managed Services offering. These terms establish clarity on what is covered, how services are delivered, and what is required from the Client.

Managed User

A Managed User is defined as a full-time or part-time employee, intern, or subcontractor of the Client who accesses the Client’s network resources (such as files, applications, printers, the Internet, or remote access) on a on-going basis.
All users—not select users—must be covered under this plan. Every device they use, including desktops, laptops, smartphones, and tablets, must receive the same level of support, maintenance, monitoring, and security management.

This agreement establishes a Minimum Monthly Amount (MMA) of $4,000 to ensure consistent service delivery and support. The MMA represents the minimum charge necessary to maintain your managed services, regardless of the number of users.
If the number of managed users results in a charge below the MMA, the minimum amount still applies. If the number of users generates charges above the MMA, the higher amount will be billed accordingly, based on the actual number of managed users.

First Line User

First Line Users are typically team members in roles such as retail, customer service, or on the factory floor. Their technology needs are more limited and focused on specific tasks.
They often share devices and do not have dedicated computers. To qualify as a First Line User, the individual must subscribe to a Microsoft First Line User license, such as Microsoft 365 F3 or F5.

Managed Server

A Managed Server is any device running a Server Operating System or a desktop device that hosts applications or data requiring backup protection. This classification ensures business-critical systems and workloads are continuously protected and recoverable.

Managed Servers include:

• Direct-to-Cloud Backup – Automated, image-based backup to secure cloud storage.

• Image-Based Recovery – Full system imaging for rapid recovery and minimal downtime.

• 3 TB of Pooled Cloud Storage – Shared across all managed servers to provide flexible backup capacity.

If business continuity requires a local Backup and Disaster Recovery (BCDR) appliance to provide onsite replication or the ability to run virtualized machines in the event of an outage, the Managed Server service remains the same. The Client is only responsible for a one-time purchase of the BCDR appliance hardware.

Managed Network

A Managed Network includes the Client’s routers, firewalls, switches, and other networking devices that ensure secure, reliable connectivity. A Modern IT network probe must be installed at each Client location to enable proactive monitoring.

This service provides:

• 24/7 Monitoring and Alerts – Continuous visibility into network health and performance.

• Incident Response – Fast identification and resolution of network issues.

• Configuration and Security Oversight – Ongoing review of supported network devices for stability and compliance.

Once the network probe is installed, the Managed Network service is fully active and included within the Modern IT Managed Services agreement.

Onboarding

The Onboarding process covers a comprehensive approach to integrating and modernizing the Client’s IT environment. It includes:

• Auditing and Documentation – A detailed review of the current environment and documentation to meet our minimum standards for support.

• Tool Implementation – Deployment of Modern IT’s management and monitoring tools.

• Modernization Strategy – A forward-looking plan developed by Modern IT Solution Architects to align your environment with Microsoft’s Modern Workplace standards.

The onboarding fee equals one month of service and replaces the first month’s payment. Services begin on the first day of the following month once onboarding is complete.

The outcome of onboarding is a fully supported environment and a detailed blueprint outlining each step required to modernize your security, files, applications, devices, and telecommunications—ensuring your business is equipped to move forward with clarity, confidence, and efficiency.

Managed IT Environment – In Scope

The Managed Service covers supported third-party products and applications, excluding defective equipment or failed third-party services. Changes after the Commencement Date must be procured or approved by Modern IT.

Exclusions from the Managed IT Environment

• Equipment not under warranty.
• Home networks.
• Unapproved applications on work devices.
• Equipment for personal (non-business) use.
• Machines not under vendor support or extended support.

Change Control

Changes to billing or user status are controlled via email or written submission of a “New User Setup” or “User Change of Employment” form.

Third-Party Products

Modern IT uses third-party tools and may install agents on customer devices (e.g., RMM). By signing, the Customer accepts and authorizes Modern IT to accept those third-party terms on their behalf.

Out of Scope Services

The following require separate project or hourly billing (rate card):

• Ai Transformation and development services
• Diagnosis of Exception Factors.
• Changes to the environment, as defined by ITIL.  Examples include:
  • New equipment setup
  • Projects (e.g., server upgrades, office moves)
  • CoPilot Security and Governance Implementation
• Third-party SaaS licensing and cloud services, with examples such as:
  • Microsoft 365
  • Microsoft Azure services
  • Microsoft 365 backup services
  • Printix, cloud based print server
• Backup Hardware Appliance One-Time Costs
• Vulnerability Management

Customer Responsibilities

• Maintain support contracts with relevant vendors.
• Prevent deliberate damage to the managed environment.
• Report Incidents immediately to avoid further issues.

Exception Factors

Modern IT will always support our clients, but for legal purposes, limits its obligation to remedy Incidents caused by factors such as:

• Infrastructure or devices outside the Managed Environment.
• Power failures.
• Unauthorized changes not approved by Modern IT.
• Ignoring written recommendations for required changes.
• Third-party changes or failures.
• Willful damage by any individual.
• Industry-wide events (e.g., Windows update issue or upstream outage).
• Force Majeure Events.

We recommend business insurance coverage to protect against exception factors.

Operating Level Objectives

Operating Level Objectives define target performance for service quality, reliability, and responsiveness. They represent goals and carry no financial penalties or credits.

1 Service Requests

• Requests may be made by chat, phone, email, or the Modern IT support portal.
• Chat has the fastest response time and is human-operated 24 hours a day during the business week.
• Telephone hours: 5:00 a.m. – 5:00 p.m. PST (Business Hours).
• Authorized contacts:
  • Fully Managed – all client staff may submit.
  • Co-Managed – only IT staff (Tier 1/2) unless on PTO/sick.
• Customers must provide severity, impact, and supporting details.

2 Third-Party Involvement

Modern IT may work with third parties to resolve Incidents. On handover to third-party support, OLO timing ceases to apply.

3 Additional Charges

Support for Incidents is included. Requests for Change (RFCs) per ITIL are not. If charges apply, Modern IT will provide a flat-fee estimate for approval prior to commencing work.

User additions/removals are included. Adding new computers may incur a flat fee.

Third-party vendor costs will be estimated and approved by the Customer before incurring.

4 Exclusions

Support excludes Exception Factor issues. Assistance for these is billable at standard professional rates, and OLO timings do not apply.

5 Operating Level Objectives – Response & Remedy Times

6 Operating Level Exclusions

Where any Exception Factors apply, Operating Levels do not apply.

7 After Hours Rates

The rate card for non-agreement services is available at modernit.com/rates.