INFORMATION TECHNOLOGY SUPPORT SERVICES CONTRACT

Dear Client,

I wanted to personally thank you for your interest in our IT services. We truly appreciate your consideration and are honored that you are considering our team to support your IT needs.

At Blackhawk MSP, we pride ourselves on providing exceptional IT services to our clients, and we are confident that we can provide the same level of service to your organization. Our team of experienced professionals is dedicated to ensuring that your IT infrastructure is reliable, secure, and optimized for your business needs.

We understand that technology is critical to the success of any organization, and we are committed to helping you achieve your business goals through effective IT solutions. Whether you need assistance with network security, data management, or help desk support, we have the expertise and experience to provide the right solution for your needs.

Thank you again for considering our services. We would be honored to work with you and provide you with the IT support you need to achieve your business objectives. Please do not hesitate to contact us if you have any questions or would like to learn more about our services.

Sincerely,

Ryan C. Smith

     This contract outlines the plan to offer Information Technology support services to the you the client and the IT Provider Blackhawk MSP.

Workstation and Coverage


Unlimited call in support for problems during business hours.  Server Monitoring, Workstation monitoring, Patching, System Updates, Full Backups, Email Backups, Security Patching, and Endpoint Security for Laptops and Desktops.


Project Pricing

$125 / Hour (Remote) for projects.  Any jobs that are not support based.

After Hours Support (Past 5:30 PM)

$75 / Hour

Onsite Support

$125 / hour (Two Hour Mininum per visit)

Month To Month Agreement
Scope of Work

Hours of Operation

Help desk Hours of Operation are 6:00 AM to 5:00 PM M-F

Support Services   

All Workstations and Servers that are worked on during normal business hours on “Low and Normal Priority Tickets” are given unlimited support with no extra charges. Technicians will try their best to close out each ticket within the response time listed below.

All Help desk services are done remotely over the phone and Internet.  A remote control agent will be installed on each workstation and server.


Our Responsibilities


The IT Provider, Blackhawk MSP will maintain and support the IT systems used by the client. Additionally, Blackhawk MSP will:- Ensure relevant software, services and equipment are available to the client.- Respond to support requests — and within reasonable time, in any case.- Do its best to escalate and resolve issues in an appropriate, timely manner.- Maintain good communication with the client at all times.



Your Responsibilities


The client will use the IT system covered by this contract as intended. Additionally, the client will:– Notify Blackhawk MSP of issues or problems in a timely manner.– Provide the Blackhawk MSP with access to equipment, software and services for the purposes of maintenance, updates and fault prevention.– Keep Blackhawk MSP informed about potential changes to its IT system. For example, changing a server password, etc.– Maintain good communication with the IT Company at all times.


Incident Tracking System

     Each customer request must have a ticket created. This can be done by emailing (support@blackhawkmsp.com) or calling our help desk line at 925-218-4000.

Incident Priority Levels

 Priority Level “Low” (P3)

– Response Time is 0-4 Hours. Customer may agree on a time to have technician look at the problem. Higher Priority tickets will get attention first within the company.

– Example: Mary wants someone to show her how to change font sizes in Word.

Priority Level “Normal” (P2)

– Response Time is 0-2 Hours.

Example: Mary needs to find a file on the network.

 Priority Level “High” (P1)

– Response time is 0-30 minutes. Technician will remain on the line with the customer until a qualified technician is available to assist.

– Customers Manager and Blackhawk MSP Manager will be notified.

– Example: Exchange Server is not responding, or Network is down.

Helpdesk Services

Our Helpdesk Services offer unlimited call in support during business hours for your Desktop, Laptop or Server.

System Updates

We take care of updating your desktops’ operating systems by installing the latest updates and security patches as they become available.

Software Installation and Updates

We update all third party software as it comes available.  Some specialized software might require patches from vendors.

Security

     Due to the numerous security threats on the Internet and coming in via email, desktops must be secured with antivirus and antispyware software. We install sophisticated security software that can block threats in real-time, block phishing attempts, and more. Because it’s not practical to rely on individual users to update antivirus definitions, we make sure each desktop is updated as well as run regular scans to ensure that any malware that may have gotten past the initial defenses is found and removed.

With our security systems you get: 

– Antivirus / Threat Detection– Antimalware Protection– Firewall– Network Protection– Device Control – Disable USB, Printing CD-ROMs etc if you choose.– We can Block Social Media sites

Troubleshooting and Repair

     Whether a desktop’s hard drive has failed or software and components are conflicting with each other, computer problems are often difficult to diagnose. Our technicians are skilled at diagnosing and troubleshooting computer problems as well as making the appropriate repairs

Monitoring

We will monitor all Servers Networks, Network Devices, and Workstations for the following:

– Disk Space– Hacker Check– Memory Usage– Windows Updates– Antivirus is running and up to date– Critical Events in the Event Log– Services are running.– Patching (Windows and third party)– Server Downtime– ISP Downtime

Web Protection

     Keep users safe and protect your business from web-based security threats. Our Web Protection delivers extensive, web security across your distributed workforce. Within minutes, your servers, PCs and laptops on the move, are protected from websites pushing malware, phishing sites, proxies, spyware adware, botnets, and SPAM.

Website Maintenance     We have a Website Expert on site that can make changes to your HTML or WordPress website. Each Company is given 1 hour of free web site maintenance. Each additional hour is billed at $75 / hour and you will be notified before the hour is up.We will host your website for free if you want.

Remote Control

     All systems will have a remote agent installed on them. This allows our technicians to be able to remote control into systems immediately and not cause any extra time with customers having to navigate to a website and try to install a remote control system. The system is 100% secure.

Hardware Purchases

Blackhawk MSP does not sell hardware or software. We will help you find parts and software on Amazon or BestBuy.


Backups


We will backup your workstations, servers, and emails to the cloud, if you chose this option.  Backups are encrypted

.

Optional Web Hosting


We can host your website on our Web Hosting Servers if you chose this option. We will migrate your sites free of charge.


Exclusions

As this IT support contract is written in a spirit of partnership, the supplier will always make the best-possible efforts to provide support and rectify problems as requested. However, this agreement only applies to the parts of the IT system listed above.

Additionally: This contract does not cover IT system problems caused by using equipment,software or service(s) in a way that is not recommended.

If the client has made unauthorised changes (i.e. viruses, malware and spyware) to the configuration or set up of equipment, software or services, this agreement may not apply. If the client has prevented the supplier from performing required maintenance and updates, there may be a delay in resolving issues.

 

This Master Services Agreement (“Agreement”) by and between Client known as you the customer and Contractor known as Blackhawk MSP, LLC , is effective as of the date purchased. The parties agree as follows:
1.  Performance of Services: Blackhawk MSP shall provide the Information Technology infrastructure support services set forth in the attached Professional Services Schedule (“Schedule”) and any subsequent schedules executed by the parties. All services shall be subject to, and performed in accordance with, this Agreement, the schedules attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Each Schedule shall set forth the type of services to be performed and the related fees. Fees shall be subject to change by Blackhawk MSP upon notice to Client. Any fee estimates provided for work to be billed on an hourly or daily basis are for informational purposes only; Client agrees to pay for the actual services provided by Blackhawk MSP at the specified rate.
2.  Fees & Payment: Client agrees to pay all fees specified on each Schedule. Blackhawk MSP shall submit to the Client, on the first day of each month, its bill for services itemizing the fees and costs up front for the month. All payments shall be made in U.S. dollars and will be due within forty-five (15) days of Client’s receipt of the applicable invoice. Blackhawk MSP may bill in advance for any recurring service. Client shall be responsible for all taxes, withholdings, duties and levies arising from the services (excluding taxes based on the net income of Blackhawk MSP). Blackhawk MSP shall have the right to suspend service if Client has failed to pay any invoice within forty-five (45) days of receipt.

3.  Terms of Agreement:

(a) Unless terminated earlier in accordance with (b) below, the initial term of this Agreement shall commence on the Effective Date and terminate twelve (36) months thereafter. This Agreement shall automatically renew for successive one (3) year terms unless either party provides the other with notification of termination at least thirty (90) days prior to expiration of the then-current term.

(b) Either party may terminate this Agreement (including any and all Schedules) at any time if the other party: (i) fails to cure any material breach of this Agreement within Ninety (90) days after written notice of such breach or (ii) ceases operation without a successor. Either party may terminate this Agreement without cause upon Ninety (90) days written notice to the other party.

(c) Upon any termination of this Agreement, and upon expiration of the term if Client does not renew in accordance with Section 3(a), the rights granted hereunder may automatically terminate, and Client may not continue to use the services. If the Agreement is terminated based on Blackhawk MSP’s uncured material breach, Blackhawk MSP shall refund to Client any prepaid fees covering the remainder of the term after the effective date of such termination. If the Agreement is terminated based on Client’s uncured material breach, Client shall pay any unpaid fees covering the remainder of the term after the effective date of such termination. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Sections 4 (Confidential and Proprietary Information), 5 (Indemnification) and 6-11 (general terms) shall survive any expiration or termination of this Agreement.

4.  Confidential and Proprietary Information: Each party agrees that all know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party  (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party ’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is  rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order.

Any templates, schematics, processes or technical documentation provided by Blackhawk MSP shall be deemed Confidential Information and proprietary information of Blackhawk MSP without any marking or further designation. Clients may use such information solely for its own internal business  purposes.

Blackhawk MSP shall maintain the confidentiality of information in its possession regarding individual protected health information in accordance with applicable law, and shall not release such information, to any other person or entity, except as required by law.

5. Indemnification: Blackhawk MSP shall indemnify, defend with counsel acceptable to Client, and hold harmless Client, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Blackhawk MSP’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of Client’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of Client. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

 6.  Independent Contractor: The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

7. Assignment: Blackhawk MSP shall not assign or transfer any interest in this Agreement without the express prior written consent of Client.

8.  Disputes; Governing Law; Mediation: California law will govern and enforce this  Agreement. Any litigation or mediation between Client and Blackhawk MSP will take place in any state court located within Contra Costa County, California or federal court within the Northern District of California. Client and Blackhawk MSP waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either Client or Blackhawk MSP, any dispute arising from or with respect to this Agreement will be decided by mediation. At the request of either party, proceedings may be conducted in secrecy.  If mediation can’t come to a conclusion then both parties agree to arbitration.

9.  Force Majeure: (Force majeure is a common clause in contracts that essentially frees both  parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties happens.)

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, pandemics, and/or refusal of license by  the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

10. Buy Agreement

Client has the option to buy out Blackhawk MSP LLC’s contractors.  If you want to hire our contractors to  your company please see the terms below.

Buyout Amount: Client agrees to buy out Contractor’s services at a rate of six (6) months’ pay of $55 / hour. 
Payment Terms: The buyout amount shall be paid to Blackhawk MSP LLC in a lump sum within 30 days from the effective date of buy out. Payment shall be made via bank transfer.
All sales are final with no refund.

 

11. Waiver and Severability: Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

12. Entire Agreement: This Agreement, including any and all attachments and schedules attached hereto, contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended or modified by a writing signed by both parties.


13. Notices: Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:


Contractor: 


Blackhawk MSP


2824 Bollinger Canyon Road


San Ramon, CA 94583


Attn: Ryan C. Smith, Sr. Systems Administrator


You the client.

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