Last Revised: January 29, 2021
This Service Attachment is between IronOrbit a Division of SACA Technologies, Inc. a California company (sometimes referred to as “we,” “us,” “our,” OR “Provider”), and the Client found on the applicable Proposal or Quotation (sometimes referred to as “you,” “your,” OR “Client”) and, together with the Proposal or Quotation and relevant Service Attachments forms the Agreement between the parties.
The parties further agree as follows:
SERVICES | RESTRICTIONS
Provider hereby grants you the right to access and use only those software-solutions and other information technology Services specified on the Proposal or Quotation during the Term. Those Services may be hosted on systems operated by Company or one or more third parties. Provider shall provide Services to Client by allowing Client remote access to either the IronOrbit Cloud Solution or Third-Party Cloud Solution.
“IronOrbit Cloud Solution” means the data center, physical or virtual machines, workspaces, networking equipment, server(s), desktop(s), technical support services, hosted network monitoring and management services, managed backups services, backup media, online portal or any software provided under the terms of this Agreement including Microsoft SPLA licensed software and any other licensed software provided by Company.
“Third-Party Cloud Solution” means any cloud solution, including but not limited to Amazon Web Services, Google Cloud, Office 365, Microsoft-hosted online services or any other solutions subscribed to by Client under this Attachment.
In connection with such access, we or any third-party service provider may issue User Credentials allowing your users to access the Services. You shall not share User Credentials with any third party without our prior written consent. User Credentials may be distributed to authorized employees to access the Services, but no credentials may be transferred to or shared with a third party without our written approval. We reserve the right to require that you change your users’ passwords at any time, with reasonable notice. All User Credentials will automatically expire at the end of the Term.
As between the parties, Provider retains all right, title and interest in and to the Services and their various components, along with all intellectual property rights associated therewith. Other than as expressly set forth in this Service Attachment, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved. In addition, you shall not:
- Modify, copy or create derivative works based on the Services or on any Provider Materials;
- Create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on your own intranet(s) or otherwise for your own internal business purposes;
- Distribute or allow others to distribute any copies of any Provider Materials or any part thereof to any third party;
- Rent, sell, lease or otherwise provide any third party with access to the Services or to any Provider Materials, or to any copy or part thereof, or use the Services or any Provider
- Materials for the benefit of a third party; or
- Remove, modify or obscure any copyright, trademark or other proprietary-rights notices that are contained in or on any Provider Materials.
- Reverse engineer, decompile, or disassemble the Provider Materials, except to the extent that such activity is expressly permitted by applicable law.
For purposes of this Service Attachment, “Provider Materials” means any text, graphical content, techniques, methods, designs, software, hardware, source code, data (including Reference Data), passwords, APIs, documentation or any improvement or upgrade thereto, that is used by or on our behalf to provide the Services.
Some components of the Services or the Provider Materials may be provided through or licensed from third parties, including but not limited to third-party software, products or services (“Third-Party Materials”), including but not limited to, Amazon Web Services, Google Cloud, Microsoft-hosted online services subscribed to by Client under this Attachment. Your use of all such Third-Party Materials is subject to the terms of this Service Attachment. Provider, and not those third parties, will provide any and all technical support related to the Services, including support related to those third-party components. However, under certain circumstances, pursuant to the terms of applicable third-party license or services agreements, Provider may be obligated to provide certain information to those third parties regarding the Services and/or regarding your identity. You consent to such disclosures. Where practicable, Provider will make available to Client, for Client’s review, links to or copies of license agreements relating to Third Party Materials, including their warranties and restrictions. Client understands and agrees that it may contract directly with such third parties to receive their respective Third-Party Materials, and hereby authorizes Provider to accept such license terms on Client’s behalf. Client understands and agrees that Third-Party Materials will be warranted only by the third-party provider and only as and to the extent set forth in such provider’s license agreement, and that Provider will not be responsible, and makes no warranty, with respect to Third-Party Materials. Furthermore, Provider accepts no responsibility for service failures, data loss, service interruption, third-party service providers, or Third-Party Materials.
Third-party software publishers, including but not limited to, Microsoft will be intended third party beneficiaries of the Agreement, with the right to enforce provisions of the Agreement and to verify compliance. If any third-party software publisher believes in good faith that Client is not complying with its end-user terms and conditions (“End-User License”), Provider will cooperate in good faith with the third-party publisher to investigate and remedy the non-compliance.
Within thirty (30) days of the termination of this Agreement, Provider shall remove, or cause to be removed, all copies of Client’s Data (defined below). Furthermore, Provider shall require that Client return or destroy all copies of the software, the Services and/or the Provider Materials that it received. Client shall reasonably cooperate and assist, as needed, with all such activities.
No High-Risk Use
You acknowledge that the Third-Party Software Products and the Third-Party Cloud Solutions may not be fault-tolerant and are not guaranteed to be error-free or to operate uninterrupted. “Third-Party Software Products” shall mean any product published by any other vendor other than Provider. You shall not use the Services in any application or situation where the Services’ failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). High Risk Use does not include utilization of the Services for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. Client agrees to indemnify and hold harmless Provider from any third-party claim arising out of Client’s use of the Services in connection with any High Risk Use.
No Illegal Use
Client shall not use the Services in any application or situation where the Services would be used for any illegal manner, for any unlawful purpose, or to violate the rights of others.
In connection with the Services that are within the scope of this Service Attachment, we will provide to your designated administrator(s), technical contacts or users (1) management of the Services by individuals trained in the Services you have selected, and (2) phone and e-mail support 24 hours per day, 7 days per week, 365 days per year based on the support package you have ordered.
PROVIDER OBLIGATIONS AND WARRANTY
In addition to delivery of the Services, Provider accepts the following obligations under this Service Attachment:
Client Data Security and Privacy
In addition to its other confidentiality obligations under this Service Attachment, Provider shall not use, edit or disclose to any party other than Client any electronic data or information stored by Provider, or transmitted to Provider, using the Services (“Client Data”). Provider further shall maintain the security and integrity of any Client Data under Provider’s direct control, in accordance with any parameters described in this Service Attachment.
As between Provider and Client, all Client Data is owned exclusively by Client. Client Data constitutes Confidential Information subject to the terms of the MSA. Provider may access Client’s User accounts, including Client Data, solely to respond to service or technical problems or otherwise at Client’s request.
Unless otherwise agreed, daily maintenance windows will be from 10:00 PM to 4:00 AM (U.S. Pacific time) for all systems including servers, desktops, and applications. Routine server and application maintenance and upgrades will occur during maintenance windows, and some applications, systems or devices may be unavailable or non-responsive during such times.
We warrant that the Services will be performed in a professional and workmanlike manner. We further warrant that the functionality of the Services will not materially decrease from that available as of the beginning of the Initial Term (defined below). We will, upon written request, provide Client with copies of the then-current SOC 2 report issued by its third-party independent auditors in relation to the data security policies and procedures designed to meet the requirements set forth in this Attachment.
HOWEVER, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY. WE HAVE NO OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS SERVICE ATTACHMENT.
IN ADDITION, CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO WARRANTIES, EXPRESS OR IMPLIED, BY ANY THIRD-PARTY VENDORS OF SOFTWARE PRODUCTS, INCLUDING BUT NOT LIMITED TO MICROSOFT’S CLOUD SOLUTIONS MADE AVAILABLE TO CUSTOMER BY PROVIDER AND THAT THOSE VENDORS DISCLAIM ANY AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM THE SERVICES.
Prior to installation, or accessing, or using any software-solution and other information technology services specified on an applicable Proposal or Quotation during the Term, Client shall MAINTAIN a full, complete, and restorable electronic backup of all systems which might be affected, in whole or in part, by the installation and/or maintenance of any software-solution and other information technology services specified on an applicable Proposal or Quotation during the Term. Client shall, and does hereby, hold Provider harmless in the event of any damage to any system and applications software.
PROVIDER WILL PERFORM MANAGED BACKUPS AS AGREED TO IN THE PROPOSAL AND AS DETAILED IN THE SERVICE LEVEL AGREEMENT FOR CLOUD SERVICES BASED ON THE SERVICES YOU PURCHASED. PROVIDER PERFORMS SCHEDULED, FULL SYSTEM BACKUPS THAT ARE MADE ON A SNAP-SHOT BASIS. A SNAP-SHOT CAPTURES ONLY THE INFORMATION THAT EXISTS ON THE SYSTEM AT THE TIME OF THE BACKUP (SNAP SHOT) AND CAN BE USED TO RESTORE SYSTEMS IN THE EVENT OF A FAILURE. WHERE PROVIDER AGREES TO BACKUP SPECIFIC CLIENT DATA, SAID BACKUP WILL BE MADE AT SPECIFIC INTERVALS. PROVIDER WILL HAVE NO LIABILITY FOR ANY DATA LOST IN THE TIME BETWEEN SUCCESSFUL BACKUPS.
THE SERVICE LEVEL AGREEMENT FOR CLOUD SERVICES DEFINE THE SAFEGUARDS AND METHODS APPLIED TO CLIENT’S DATA RESIDING IN THE IRONORBIT CLOUD SOLUTION AND DESCRIBE OTHER ASPECTS OF SYSTEM MANAGEMENT APPLICABLE TO THE SERVICES. CLIENT IS RESPONSIBLE FOR ANY SECURITY VULNERABILITIES, AND THE CONSEQUENCES OF SUCH VULNERABILITIES, ARISING FROM ITS DATA OR ITS FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT, PROVIDER’S STANDARDS OR SECURITY RECOMMENDATIONS, INCLUDING ANY VIRUSES, TROJAN HORSES, WORMS, OR OTHER PROGRAMMING ROUTINES CONTAINED IN ITS CONTENT THAT COULD LIMIT OR HARM THE FUNCTIONALITY OF A COMPUTER OR THE IRONORBIT CLOUD SOLUTION OR THAT COULD DAMAGE, INTERCEPT, OR EXPROPRIATE DATA. TO THE EXTENT THAT CLIENT’S ACTIONS OR OMISSIONS RESULT IN SUCH CONSEQUENCES, CLIENT SHALL BE OBLIGATED TO REMEDY THE SITUATION AND, TO THE EXTENT PROVIDER ALLOCATES TIME TO ASSIST CLIENT, ABOVE AND BEYOND PROVIDER’S STANDARD SUPPORT SERVICES, IN SO REMEDYING THE CONSEQUENCES, CLIENT SHALL PAY PROVIDER FOR ITS SERVICES ON A TIME AND MATERIAL BASIS AT THE THEN PREVAILING RATES FOR PROVIDER PERSONNEL.
Software Configuration and Licensing
All software installed on the Service must use properly licensed and supported software configurations that conform to the Provider’s or software vendor’s requirements. Use of any particular incompatible, unlicensed or unsupported software configuration may be declined at the sole discretion of Provider. Provider will work with Client to provide support for Client’s business applications as long as the software is compatible and is currently supported by the software manufacture. Although Provider cannot guarantee the compatibility of all software with Provider’s systems, Provider will install properly licensed business applications and will work with the Client’s software vendor to attempt compatibility of Client furnished software. Client may not copy any software provided by Provider for Client’s use unless expressly permitted by this Agreement. If Client uses any non-Provider provided software on Client’s cloud Service, then Client agrees that Client immediately represents and warrants to Provider that Client has the legal right to use the software in that manner and will indemnify Provider for any violations. On Provider’s request, Client will certify in writing that Client follows the requirements of this paragraph and any other software license restrictions that are part of this Agreement and will provide evidence of Client’s compliance as Provider may reasonably request.
CLIENT OBLIGATIONS AND LIABILITY
You are solely responsible for damages resulting from your violation of this Service Attachment, and those damages will be subject to the obligations of indemnification set forth in the Master Services Agreement. Any Services performed under this Service Attachment do not relieve you of your responsibility or your obligation to indemnify us pursuant to the terms of the Master Services Agreement and this Service Attachment.
Client agrees to comply with all export laws and regulations of the United States and any other relevant local export laws and regulations applicable to the Services. Client agrees that no data, information, software programs, or materials resulting from Services (or a direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including, without limitation, for nuclear, chemical, or biological weapons proliferation, or development of missile technology
Client Virtual Machine Configurations
All Client virtual machine data shall belong to Client. However, Client agrees that all virtual machines and configurations of Client’s network shall belong to Provider as Provider’s Intellectual Property, and Provider will not transfer to Client any virtual machines or information regarding configurations. Client also agrees to keep information regarding Provider’s virtual machines and configurations confidential.
Authenticating Active Users & Generic Users
“Active User(s)” means a User of the Services properly activated through an order, support request or via the online portal and who has not been deactivated by Client’s notification to Company. As part of the Service, Provider or Client may designate certain end user accounts as “Vendor” accounts for 3rd Party, accounting and audit purposes. Vendor Users are considered Active Users and are billed at Client’s prevailing rates. Provider or Client may designate certain user accounts as “Service” accounts for application functionality or management purposes. Service accounts are not billed to the client. Neither Client or Provider shall designate user accounts as “Generic” for use by multiple end users. Each Active User must be named and identified as an individual person.
Client is responsible for identifying and authenticating all Active Users, for approving access by such Active Users to the cloud Service, for controlling against unauthorized access, and for maintaining the confidentiality of usernames, passwords, and account information. Client must ensure its Active Users have secure passwords in accordance with best practices for securing passwords (e.g., “Password123” is not a secure password). Client must comply with the standards set forth in the “Security and Compliance Information Baseline”, found here: https://www.ironorbit.com/legal/security-compliance-information-baseline and is incorporated by reference herein. Provider is not responsible for any harm caused by Client’s use of weak passwords. Client shall ensure that, for any terminated Client employee or Client contractor, the terminated worker’s access to the IronOrbit Cloud Solution shall be terminated. Provider is not responsible for any harm caused by Client’s employees or other representatives, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords, or accounts were not terminated by Client on a timely basis. Client is responsible for all activities that occur under its usernames, passwords, or accounts or as a result of Client’s or its Active Users’ accessing the Services. Client agrees to provide Provider immediate notification of any unauthorized use. Client agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Services
Updates & Patches
Client is required to accept all Microsoft software patches, software patches, bug fixes, updates, maintenance, and service packs (collectively, “Patches”) necessary for the proper function and security of the Services. As such, Patches are generally released by Provider or software vendors routinely from time to time. Except for emergency or security related maintenance activities, Provider will coordinate with Client the scheduling of application of Patches, where possible, based on Client’s next available standard maintenance window.
CLIENT ACCESS AND SUSPENSION OF SERVICES
Provider may restrict, suspend, or deny access to Client or any Active User accessing or using the Service or any software as necessary to protect the Service or software against misuse, to enforce compliance with the prohibited uses outlined in this Service Attachment, to ensure the reliability and security of the Services, or for any other reason. Provider will provide advance notice to Client of any such suspension in Provider’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. Provider will use reasonable efforts to re-establish the affected Services promptly after Provider determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured. Any suspension or termination by Provider under this paragraph shall not excuse Client from its obligation to make payment(s) under this Agreement.
SECURITY & NOTIFICATION
In the event that Provider reasonably believes that Client’s security has been compromised or Client reasonably believes that Provider’s or Client’s security has been compromised, then Client will immediately notify Provider or Provider will immediately notify Client by phone call within 24 hours of discovery of the believed compromise, followed by written notice within 72 hours. Provider may suspend Client’s access to the server during the period that Provider investigates and attempts to resolve Client’s security compromise. Such suspension of service will be limited to the purpose for which it was originated-for the benefit and protection of Client’s security. Client also agrees that Provider has the right to cooperate in any government or legal investigation regarding any aspect of Provider’s Services used by Client. Any use of Provider’s Services to engage in software piracy or other violations of law will result in Service suspension and be immediately reported to appropriate authorities.
Additionally, if an employee or agent of Client seeks to violate this Agreement, then at Provider’s election, Provider shall have the right to Terminate this Agreement for cause, the right to restrict access or suspend the violating employee or agents account, and Client shall pay all Fees for the remainder of the Term of the Agreement.
Provider may (a) compile statistical and other information related to the performance, operation, and use of the Services, and (b) use data from the IronOrbit Cloud Solution in aggregated form for security and operations management, to create statistical analysis, and for research and development purposes (the data described in clauses (a) and (b) being collectively referred to as “Service Data”). Provider may make Service Data publicly available; however, Service Data will not incorporate Client’s Content or Confidential Information in a form that could serve to identify Client or any individual. Provider retains all intellectual property rights in Service Data.
One Time Setup Fee
Prior to the delivery of the Services, Provider will charge a One Time Setup Fee in order to deploy and configure the Services under this Service Attachment. Provider will identify the One Time Setup Fee in an initial invoice, and Client shall pay the One Time Setup Fee, as set forth in the MSA. Provider shall have no obligation to continue with the delivery of any Services under this Service Attachment until it receives payment for the One Time Setup Fee.
Provider, on a monthly basis will conduct an inventory of the number of users, virtual desktops, servers, add-on users, devices, third-party software licenses, and any other Services provided to Client (the “Service Units”). If the number of Service Units determined by Provider in any month is greater than the number of Service Units determined at the beginning of the preceding month, Provider (1) will include in its next invoice charges for all Service Units added during the preceding month, and (2) will increase the number of Service Units invoiced in future months, unless and until Provider determines that the number of Service Units has decreased. Client shall pay Service Fees as defined in the Proposal or Quotation for the number of Service Units identified in each invoice, as set forth in the MSA.
For the avoidance of doubt:
- Provider and Client agree that in no event shall Client’s changes to its Service Units cause its payment obligations to Provider for any month to be less than eighty-five percent (85%) of the greater of: (i) the Total Monthly Fees as indicated in the Proposal; or (ii) the Rolling Average (defined below) (“Minimum Contract Revenue”).
- “Rolling Average” means the average total amount of Client’s invoices as determined on a rolling basis by looking at the prior 12 months of Client’s invoices and taking the average of those invoices. In the event there is not yet 12 months of invoicing, then whatever number of months have transpired shall be used to determine the Rolling Average.
- If any Service Units are added between the first and fifteenth day of the month, the Client agrees that the Provider shall charge the Client a pro-rated fee for that month for the new Service Units. The amount of the pro-rated fee will be the remaining number of days in the month from the date of creation of the new account(s) divided by the number of days in the month multiplied by the Service Unit rate. Thereafter, all Service Units are charged in accordance with a Proposal or Quotation.
- If any Service Units are added between the sixteenth (16th) and last day of the month, the Client agrees that the Provider shall charge the Client a pro-rated fee equal to fifty percent (50%) of the Service Unit rate. Thereafter, all Service Units are charged in accordance with a Proposal or Quotation.
- Under no circumstances during the Initial Term (defined below) may the total number of Service Units decrease to less than eighty-five percent (85%) of the the number of Service Units indicated on the Proposal or Quotation for Services. Provider’s invoices will be based on at least that number, notwithstanding any actual decreases in those numbers. Client shall pay all such charges as set forth in the MSA.
- “Volume Pricing” means any Service Units that are discounted by Provider for a volume or quantity commitment from Client during the Term of the Service Attachment. Provider and Client agree that if Client does not reach the minimum quantity used to determine the Volume Pricing within six (6) months of the Initial Term, Provider may, at its sole discretion, charge Client the difference between the Volume Pricing and the standard pricing as described in the Proposal or Quotation for all months during the term in which the minimum quantity was not met.
Adjustments to Service Fee Rates
At any time, Provider may deliver an updated Fee Schedule identifying any new or modified Service Fee Rates to accommodate increases in software licensing fees (e.g. Microsoft Corporation, Office 365, VMware, Citrix, Nvidia, Cisco, etc) as well as third-party licensors that provide software used by Client on Provider’s systems as part of, in conjunction with, or independently of the IronOrbit Cloud Solution. Provider shall give Client no less than thirty (30) days’ notice of any such Fee Schedule updates. Client agrees that any change in the monthly Service Fees shall be reflected on Client’s invoice which shall be paid in accordance to the MSA.
For the Service to run optimally and to allow Provider to perform required maintenance, Provider sets minimum thresholds for required storage usage. For clients whose storage space usage is less than or equal to 250 GB per drive, Client’s minimum amount of required free storage space is 15% of the total drive (the “minimum threshold”). For clients whose storage space usage is more than 250 GB per drive, Client’s minimum amount of required free storage space is 35GB per drive (“the minimum threshold”). When the amount of free storage space for Client falls below this minimum threshold, Provider reserves the right to add storage space to the drive to restore the drive above the minimum threshold as long as the Client’s current storage tier has sufficient available free space as to not require an additional fee to be charged to Client. If the addition of storage will cause a billable charge to Client, then Provider will notify Client and Client shall have seven (7) days to remedy this by purchasing additional storage space or by deleting data. If the minimum threshold requirement is still not met after 7 days, Provider reserves the right, without further notice, to add storage space to the drive to restore the drive above the minimum threshold. The minimum increment of space addition is 25GB. Client shall be invoiced for and pay for the additional storage space or storage tier upgrade as it is invoiced. Such additional storage space or tier upgrade shall then be considered part of the total agreed upon storage space. If and when Provider adds such storage space, Client’s required minimum threshold of free storage space will be proportionally increased based on the Client’s increased total drive size.
Professional Full Data Backup
During the Term, Client may, at any time prior to termination of this Agreement, download its data via the Internet. Client may also, prior to termination of this Agreement, request that Provider create a backup of all Client’s Data (a “Professional Full Data Backup”) and provide this backup to Client within ten (10) business days or as soon as possible depending on the size of the data. Backup may be completed on Client or Provider supplied backup hardware. The fee for this one-time backup service is $950 for those clients with less than 1TB of data and $1,750 for those clients with less than 2TB of data plus shipping and all associated Hardware costs. If Client’s data exceeds 2TB, then the price of the one-time backup service and shipping shall be determined by Provider at the time of the request. The fee for the Professional Full Data Backup is due and must be paid in full prior to the shipment of the backup to Client.
TERM AND TERMINATION
This Service Attachment is effective on the date that the Parties sign the Proposal or Quotation (the “Effective Date”). The “Initial Term” begins on the date of the first invoice of “Total Monthly Fees” as specified in the Proposal or Quotation with the number of Service Units meeting the minimum criteria described in the Service Fees section of this Service Attachment. Unless properly terminated by either party, this agreement will remain in effect through the end of the term specified on the Proposal or Quotation (the “Initial Term”).
“Renewal” means the extension of any Initial Term specified on the Proposal or Quotation for an additional time period equal to the Initial Term, or in the case of a subsequent Renewal, a Renewal term. This Service Attachment will renew automatically upon the expiration of the Initial Term or a Renewal term unless one party provides written notice to the other party of its intent to terminate at least sixty (60) days prior to the expiration of the Initial Term or of the then-current Renewal term.
If the Proposal or Quotation specifies no Initial Term with respect to any or all Services, then we will deliver those Services on a month-to-month basis. We will continue to do so until one party provides written notice to the other party of its intent to terminate those Services, in which case we will cease delivering those Services upon thirty (30) days written notice is received by the other party.
Add On Services
If the Client adds additional Services during the Initial Term or any Renewal Term, all additional Services will be bound by the terms of this Service Attachment.
In the event of an early termination by Client for any reason, Client will remain obligated to pay accelerated Minimum Contract Revenue for all invoices for the remainder of the then current Term. Payment shall be payable as a condition of early termination. It is impossible for Provider to predict the amount of damage Client will cause it by an early termination and the parties agree that setting the Minimum Contract Revenue and allowing the remedies provided herein are a reasonable means of compensating Provider for an early termination. Without these provisions, Provider would not enter into this Agreement.
Termination for Cause
Client may terminate this agreement for Cause following sixty (60) days’ advance, written notice delivered to Provider upon the occurrence of Cause and Provider fails to cure such Cause within sixty (60) days following the receipt of written notice. Cause is defined as the commission of fraud, gross negligence or intentional misconduct.
Termination by Provider
We may elect to terminate this Service Attachment upon ninety (90) days’ advance, written notice, with or without cause. Provider has the right to terminate this Service Attachment for less than ninety (90) days for illegal Client conduct. Provider may suspend the Services upon five (5) days’ notice if Client violates a third-parties end user license agreement regarding provided software. Provider may suspend the Services upon fifteen (15) days’ notice if Client’s action or inaction hinder Provider from providing the contracted Services.
Effect of Termination
If either party terminates this Service Attachment, Provider shall assist Client in the orderly termination of services. An Off-Boarding service request may trigger a billable project based on Client’s request at the time of termination. Any Off-Boarding projects that require Provider Services will be subject to a separate Quotation, Proposal or Statement of Work, which will be billed at Company’s then-current rates. Client shall pay Provider for the Off-Boarding prior to Provider delivering any such assistance. Termination of this Service Attachment for any reason by either party immediately nullifies all access to Services supplied by Provider. After thirty (30) days following termination of this Agreement by either party for any reason, Provider shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data on its systems or otherwise in its possession or under its control.