Infrastructure Management and Monitoring Services Addendum

Infrastructure Management and Monitoring Services Addendum

This Infrastructure Management and Monitoring Services Addendum (this “Addendum”) is subject to and part of the Contour Master Cloud and Managed Services Agreement (the “Agreement”) between Contour Data Solutions LLC (“Contour”) and Customer. Any capitalized terms that are not defined in this Addendum shall have the meanings set forth in the Agreement.

1. Description of Services and Deliverables

This Addendum outlines the Contour management and monitoring services (“Infrastructure Management Services”), each of which may be purchased by Customer pursuant to one or more Service Orders. Each Service Order will specify the specific Infrastructure Management Services purchased, and the equipment and software (the “Managed Systems”) which Contour will manage and/or provide services. Customer and Contour will mutually agree on RACI documentation and final standard operating procedures (“SOPs”) based on Customer-provided standard operating procedures. Customer will cooperate with Contour as reasonably necessary for Contour to provide the Infrastructure Management Services in a timely fashion. Contour shall not be responsible for any delays or failure to meet any service level attributable to Customer’s failure to provide timely assistance or information or Customer’s failure to communicate timeline decisions to Contour.

a. Monitoring Service: Contour will use system monitoring tools (the “Monitoring Systems”) to monitor the Managed Systems. Contour will use an incident management system to automatically create incident tickets and track the management of those incidents.

i. Monitoring Dashboard/Portal and Business Views: Contour will provide Customer with access to a dashboard and management portal (“Customer Portal”) through which Customer may access incident ticketing information, reports, and trending data with respect to Managed Systems.

ii. Monitoring Services: Contour’s proactive Monitoring Systems and Customer Portal will be available as set forth in this Addendum. The Monitoring Systems collect and evaluate availability and performance data from Managed Systems and present such data to Customer via the Customer Portal. In addition to monitoring the availability of each device with a Managed System, the Monitoring System monitors the critical application attributes that are identified in cooperation with Customer and set forth a Service Order.

iii. Incident Management: Contour will manage the identification, communication, and escalation of incidents arising from alerts received from the Monitoring Systems in accordance with the SOPs.

b. Proactive Management: Contour will provide the Infrastructure Management Services identified in the applicable Service Order for the Managed Systems specified in the applicable Service Order. Available Infrastructure Management Services include:

i. Administrative Networking Firewall, Switch, and Router Changes: Contour will perform administrative configuration changes to Managed Systems (each a “Change Management Event”) as reasonably requested by Customer employees who have been designated as “administrators” via the Customer Portal. Contour will route all requests through the change management procedures agreed upon by Contour and Customer through a change control form (the “Change Control Procedures”). Contour will provide recommendations on these changes based on its experience and industry best practices.

ii. Network Configuration Backup: Contour will provide configuration backup services for all Managed System networking devices.

iii. Server Management: will provide automated patch analysis reporting and patch management for Managed Systems, during maintenance windows as defined via the Customer Portal as reasonably requested by an administrator. Contour will reasonably work with administrators to test patches prior to deployment. Contour will provide recommendations about patches based on its experience and industry best practices. Contour will assist in the provisioning and management of both physical and virtual servers as further provided in an applicable Service Order.

iv. Storage Management: Contour will perform storage configuration changes on Managed Systems as reasonably requested by an administrator. Contour will route all requests through the Change Control Procedures. Contour will provide guidance on changes and optimizations based on its experience and industry best practices.

v. Preventative Maintenances: Contour will perform appropriate preventative maintenance tasks on Managed Systems. The tasks may include services such as log review, backup job monitoring, and replication job monitoring, disk defragmentation, virtualization configuration analysis and adjustments, each as further defined in a SOP.

vi. Health Checks: Health checks are a technical assessment of Customer’s existing physical and virtual Managed Systems to ensure that you continue to achieve optimal levels of performance and efficiency. Health checks maximize the return on your investments and provide a proactive, in-depth understanding of the performance level across your network, servers, storage systems, and backup systems. Contour staff will provide health checks in accordance with the applicable SOP to ensure that all critical components of your environment are physically inspected and confirmed to be operational by one of its team members.

c. Performance Tracking/Reporting: Contour will regularly monitor and analyze the performance and utilization data from Managed Systems, to identify trends and tuning opportunities with respect to Managed Systems. Contour will from time to time provide to Customer information about service level status and service support delivery of Managed Systems. As reasonably requested by Customer, Contour will provide reports regarding the performance, capacity, availability, and incidents for of all Managed Systems. Contour and Customer will also meet as reasonably requested by Customer to review the status of the account.

d. Remediation Services: Contour will provide the initial response for incidents that have been detected and reported to Contour by the Monitoring Systems (“Incidents”). Contour will respond in accordance with the Customer-provided run book which has been reviewed and accepted by Contour (not to be unreasonably withheld, conditioned, or delayed) and the applicable SOPs. Customer hereby authorizes Contour to open support tickets for Customer with Customer’s internal escalation resources and/or third parties required for resolution (including, but not limited to, manufacturers, service providers, and telecommunications carriers) of Incidents. Contour will work to remediate Incidents, as set forth in the applicable Service Order and the SOPs. Unless otherwise agreed by the parties, Contour will manage the operating system, networking, and hardware for Managed Systems. Customer may engage Contour to manage the troubleshooting and resolution of other issues, on a time and materials basis or as part of an established retainer-based Service, in either case as set forth in one or more SOWs.

e. Standard Operating Procedures: The SOPs will contain prioritization levels associated with specific events, business requirements, and other management and support criteria designated by Customer as agreed to by Contour. The SOPs will govern the escalation and issue management process.

f. Periodic Review Meetings: The Counter employee dedicated to managing Customer’s account (“Account Manager”) may from time to time meet with Customer stakeholders and other members of the Contour support team to review reports, identify meaningful trends, and to discuss the priorities and concerns of all parties. These meetings are designed to last from one to two hours, and may be held at Customer’s location, by telephone, and/or as otherwise mutually agreed by the parties.

g. Infrastructure as a Service: All hardware provided by Contour that is not sold or leased to Customer pursuant to a Service Order, is and shall remain the sole property of Contour.

h. Equipment Location Use and Repair: If Contour-provided Managed Systems are at a location other than at a Contour-owned or Contour-managed location (collectively, “Off-Premises Contour Equipment”), then Customer agrees to the terms and conditions of subsections 1(h) and 1(i). Customer will maintain and use Off-Premises Contour Equipment only at the location shown on the applicable Service Order. Customer agrees that it will not move Off-Premises Contour Equipment from that location without the prior written approval of Contour. Customer is solely responsible for maintaining all Off-Premises Contour Equipment in good repair and proper working order. Customer is solely responsible for maintaining a safe and sufficient operating environment and protecting all Off-Premises Contour Equipment from damage of any kind whatsoever. Customer will continue to make all required payments to Contour in the event of any loss, damage or destruction of any Off-Premises Contour Equipment, including if such equipment is rendered inoperable or is completely destroyed. Customer will not modify, or make alterations or attachments to any Off-Premises Contour Equipment without prior written authorization from Contour. Customer acknowledges and warrants that Contour or its agents shall have the right to inspect any Off-Premises Contour Equipment during Customer’s normal business hours without notice to Customer at such Off-Premises Contour Equipment’s current location. Customer will cooperate with Contour or its agents as necessary to complete regular maintenance and repair activities of Off-Premises Contour Equipment. Upon termination or expiration of the applicable Service Order, Customer will return all Off-Premises Contour Equipment to Contour in substantially the same condition as when such equipment was provided to Customer with normal wear and tear. Customer acknowledges and agrees that Contour will invoice Customer, and Customer will pay, for all repairs or replacements to Off-Premises Contour Equipment.

i. Insurance: During the term of the applicable Service Order, Customer will procure and maintain property insurance covering all Off-Premises Contour Equipment at Customer’s sole expense, naming Contour or its designee as the sole loss payee, for the full replacement value of the Off-Premises Contour Equipment, and general liability insurance listing Contour or its designee as an additionally insured. Customer will furnish Contour with proof of insurance upon request. If Customer is unwilling or unable to provide proof of insurance, Contour will procure such insurance for the Off-Premises Contour Equipment and add the cost of such insurance to the amounts due from Customer under this agreement. All changes to such insurance must disclosed in writing to Contour within thirty (30) days of Customer becoming aware of such changes. Customer hereby irrevocably appoints Contour as its attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks or drafts for loss or damage under any insurance policy insuring the Off-Premises Contour Equipment.

2. Service Level Agreement: Contour will provide certain aspects of the Infrastructure Management System to Customer in accordance with the following service levels (this “SLA”).

a. System Availability

i. “Available” or “Availability” means the time (in minutes) that the system being measured has the ability to establish a network connection and that its material features and functions are up, running, and operationally functional. "Excluded Downtime" means the time (in minutes) that the system being measured is not Available, to the extent caused by (A) Customer-provided hardware, software, or other equipment not provided by or certified by Contour; (B) Customer-provided or Customer-leased local area networks or ISP connections; (C) modifications made by Customer without Contour’s prior written approval; (D) use of the system by Customer, its employees, agents, or contractors, in ways not authorized by this Addendum; (E) Maintenance Downtime, as defined below; (F) Customer’s failure to use sufficient, redundant power sources or Internet connectivity; (G) a Force Majeure Event as provided in the Agreement; or (H) any other system outside of Contour’s control. “Maintenance Downtime” means scheduled repairs, maintenance, upgrades, or deployments related to Contour’s equipment, network, or facility, and other events agreed upon in advance by Contour and Customer. “Total Minutes” shall mean the number of minutes in the applicable calendar month.

i. “Percent Available” will be calculated as follows: ((Availability / (Total Minutes – Excluded Downtime)) x 100).

b. Monitoring System. The Percent Available for the Monitoring Systems for each calendar month during the term of the applicable Service Order will be at least 99.999%.

c. Ticketing System. The Percent Available for the Customer Portal for each calendar month during the term of the applicable Service Order will be at least 99.99%.

d. Managed Data Center and internal Network Availability. The Percent Available for the network within the locations used to store Managed Systems (“Data Center”) for each calendar month during the term of the applicable Service Order will be at least 99.999%.

e. Redundant Devices. The Percent Available for each redundant device managed by Contour for each calendar month during the term of the applicable Service Order will be at least 99.99%.

f. Device Availability. The Percent Available for each non-redundant device managed by Contour for each calendar month during the term of the applicable Service Order will be at least 99.79%.

g. Non-Standard Equipment. Customer may request that Contour manage or support hardware and/or software products for which Contour does not typically provide support as part of the Infrastructure Management Services (collectively, “Non-Standard Equipment”). Contour may manage or provide support for Non-Standard Equipment at its discretion. Contour shall not be responsible for any service levels in connection with Non-Standard Equipment, and Customer shall not be eligible for credits under this Addendum for the failure of any Non-Standard Equipment.

h. Security. Contour shall use commercially reasonable efforts to secure: (i) the Data Centers and networks contained therein; and (ii) Managed Systems (including testing and deploying security patches and fixes, where appropriate).

i. Failure to Meet SLA. If, in a given calendar month Contour fails to meet any expressly stated service level commitment in this Section 2, Customer will give Contour written notice thereof no later than ten (10) business days after the end of such calendar month. Contour will investigate such failure promptly after its receipt of notice.

3. Response Time SLA for Remediation Services. Beginning forty-five (45) days after the effective date of the applicable Service Order and continuing for the term thereof, Contour will respond to issues relating to the Infrastructure Management Services, in accordance with the tables below and based on the priority of the issue. Contour is not responsible for issues caused by any of the items within the definition of Excluded Downtime (“Excluded Issues”).

a. Initial Response SLA. Contour will initially respond to issues reported by the Monitoring Systems, in accordance with the following table.

SLA Criteria Initial Response Commitment Level
Response Initiate response to monitoring system alert 15 minutes response

b. Incident Management and Escalation SLA. Contour will acknowledge and escalate issues reported by the Monitoring Systems, in accordance with the following table.

Priority Status Action Time Escalation
P1 - Critical Unassigned Response/Acknowledgement 15 minutes NOC Tier 1
P1 Assigned NOC escalates to Tier 2 15 minutes NOC Tier 2
P1 Assigned Tier 2 calls Engineer 30 minutes Engineering
P1 Assigned Crisis Management Process 1 hour CRISIS
P2 - High Unassigned Response/Acknowledgement 15 minutes NOC Tier 1
P2 Assigned NOC escalates to Tier 2 1 hour NOC Tier 2
P2 Assigned Tier 2 calls Engineer 4 hours Engineering
P3 - Low Unassigned Response/Acknowledgement 15 minutes NOC Tier 1
P2 Assigned NOC escalates to Tier 2 8 hours NOC Tier 2
P2 Assigned Tier 2 calls Engineer 24 hours Engineering

c. Priority Definitions

Priority Level Criteria
Priority 3 Managed Systems are Available, but with minor operational variances (e.g. bugs)
Priority 2 Managed Systems are partially available
Priority 1 Managed Systems are completely unavailable

d. Knowledge Management SLA

For each issue responded to in accordance with this Section 3, Contour will record relevant information in its incident management system and provide access to Customer upon request. In addition, for each calendar month, Contour will deliver a report to Customer that summarizes all issues in such month, by no later than seven (7) days after the end of such month.

e. If, in a given calendar month Contour fails to meet any expressly stated service level commitment in this Section 3, Customer will give Contour written notice thereof no later than ten (10) business days after the end of such calendar month. Contour will investigate such failure promptly after its receipt of notice.

4. Service Level Agreements Remedies

The remedies in Sections 2 and 3 are Customer’s sole and exclusive remedies, and Contour’s sole liability, for failure to meet the Infrastructure Management Services service levels provided herein.

5. Excluded Issues

Contour is not required to provide support for Excluded Issues. Contour may, in its sole discretion, provide support for Excluded Issues, and Customer will pay for all such support at Contour’s then-standard hourly rate. Contour is not responsible for Customer’s failure, for any reason, to respond to alerts or incidents escalated by Contour in accordance with this Addendum or the SOPs.

6. Customer Responsibilities

a. Customer alone is responsible for:

i. Designating a qualified liaison between itself and Contour;
ii. Providing Contour with the names of persons (and alternates) responsible for technical, administrative and contact matters;
iii. Obtaining licenses and complying the terms thereof for all software utilized on Customer’s equipment and environments;
iv. All communications with Customer’s end users, whether for technical support, business relations or any other purpose; and
v. If applicable, providing Contour with a list of end users for service and/or support.

7. Transition Services

If Customer requests (which must be made before the termination or expiration of the applicable Service Order), then Contour, for a commercially reasonable period of time (not to exceed thirty (30) days) will provide assistance to Customer in the transfer of Customer’s Managed Systems to a third party or to a Customer site (the “Transition Services”). Such Transition Services will be rendered and paid for by Customer on a time and material basis, plus all reasonable and necessary travel and living expenses. Promptly after Customer’s request (which must be made no later than thirty (30) days after the end of the applicable Service Order), Contour will provide Customer with all of Customer’s data in Contour’s possession, at no expense to Customer.

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