Loading...
HomeMy WebLinkAboutContractAGREEMENT FOR M365 ENDPOINT CONFIGURATION SERVICES THIS AGREEMENT, dated for reference purposes only as October 31, 2024, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Maureen Data Systems (“Consultant”), a New York company. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide M365 Endpoint Configuration Services as specified in Exhibits A, B and C, which is attached and incorporated herein and may hereinafter be referred to as the “Work.” 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth inExhibits A, B and Cor as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibits A, B and C. All Work shall be performed by no later than June 30, 2025. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $32,000.00, plus any applicable state and local sales taxes. Compensation shall be paid based upon Work actually performed according to the rate(s) or amounts specified in Exhibits A, B and C . The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibits A, B and C. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work isperformed, the Consultant shall submit a voucher or invoice in a form specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all CAG-24-319 PAGE 2 OF 10 Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the Cityafter partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the PAGE 3 OF 10 Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and chargesand/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not PAGE 4 OF 10 employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial PAGE 5 OF 10 Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’sCode of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. PAGE 6 OF 10 E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable controloccur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Harpreet Singh 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6870 hsingh@rentonwa.gov CONSULTANT Alex Trout 500 West 43rd Street, Suite 33C New York, NY 10036 Phone: (646) 477-1090 atrout@mdsny.com PAGE 7 OF 10 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform PAGE 8 OF 10 the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City’s project manager is Harpreet Singh, hsingh@rentonwa.gov, (425) 430-6870. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the PAGE 9 OF 10 other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. PAGE 10 OF 10 N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ CONSULTANT By:____________________________ Kristi Rowland Deputy Chief Administrative Officer Josh Lande COO _____________________________ Date _____________________________ Date Approved as to Legal Form By: __________________________ Shane Moloney City Attorney Contract Template Updated 5/21/2021 Clb 10-25-24 (3220) Approved by Cheryl Beyer via email 11/24/2024 M365 Endpoint Configuration Services STATEMENT OF WORK PREPARED FOR: Prepared By:Gustavo Gomez Gonzalez Published 10/23/2024 Account Executive: Alex Trout Maureen Data Systems, Inc, 500 West 43 rd Street, Suite 33C New York, NY 10036 Phone : 646-744-1090 E-mail : atrout@mdsny.com Proprietary & Confidential -MDS- Page 2 of 13 CONTENTS Master Services Agreement .......................................................................................................................................... 3 Executive Summary ....................................................................................................................................................... 3 Points of Contact: MDS- Project Staff........................................................................................................................ 3 Statement of Work........................................................................................................................................................ 4 Phase 1: Discovery and Design.................................................................................................................................. 4 Endpoint Management – Intune ........................................................................................................................... 4 Phase 2: Intune EndPoint Management Preparation................................................................................................ 5 Phase 3 Intune EndPoint Management Pilot Deployment........................................................................................ 7 Areas Out of Scope.................................................................................................................................................... 8 General Assumptions & Dependencies ..................................................................................................................... 8 Solution Delivery Services.............................................................................................................................................. 9 Engagement Initiation and Communication.............................................................................................................. 9 Project Management................................................................................................................................................. 9 Change Management Process.....................................................................................................................................10 Deliverables Acceptance..............................................................................................................................................10 Customer Requirements..............................................................................................................................................11 Accessibility .............................................................................................................................................................11 Microsoft CPOR........................................................................................................................................................11 Performance Schedule.................................................................................................................................................12 Pre-Project Mobilization Requirements..................................................................................................................12 Summary of Costs and Payment Terms.......................................................................................................................12 Signatures....................................................................................................................................................................13 Proprietary & Confidential -MDS- Page 3 of 13 MASTER SERVICES AGREEMENT This SOW is issued under and incorporates the MASTER SERVICE AGREEMENT (the "Agreement") between Maureen Data Systems Inc. ("MDS") and the City of Renton ("City of Renton"). EXECUTIVE SUMMARY The City of Renton is looking for assistance migrating from Mobile Iron to Microsoft Intune for device management. Intune will manage the mobile devices and apps that employees use to access City of Renton corporate data and ensure that the devices and apps your employees are using comply with your company's security requirements. The goal of this work is to empower the City of Renton's internal resources through detailed documentation and knowledge transfer throughout the assessment, design, deployment, and migration of the numerous services outlined in this proposal. After a Purchase Order is issued, this Statement of Work will be effective as of the date of signature by authorized City of Renton personnel and countersigned by authorized MDS personnel. It is invalid if not made effective within 60 days of the date of issue. POINTS OF CONTACT: MDS- PROJECT STAFF Name Position Email Address Phone Number Name Position Email Address Phone Number Years of Experience Name Position Email Address Years of Experience Proprietary & Confidential -MDS- Page 4 of 13 STATEMENT OF WORK PHASE 1: DISCOVERY AND DESIGN During this phase, MDS will conduct a series of discovery, planning, and design sessions to develop an initial design and strategy for the migration from Mobile Iron to Microsoft Intune. MDS activities in this phase: ENDPOINT MANAGEMENT – INTUNE MDS will guide the City of Renton team through the strategy to migrate from Mobile Iron to Intune. MDS will also provide guidance on device management strategy, licensing, policies, and creating a rollout plan. MDS will conduct up to (3) 1-hour sessions to cover the following topics: Review MobileIron policies and confirm current functionality. Review roadmap priorities and success criteria. Review the Current State within Mobile Iron and wider M365. Review migration plan and steps for migration to Intune. Capture design decisions based on findings. Adoption blockers & Risk factors. Discuss other potential solutions, if applicable. o Modern Device Management o Data Governance and Compliance o Identity & Access Control Agree on professional services requirements and findings based on the Discovery. Provide a defined roadmap of the engagement in a design documentation. Phase Deliverables: Deliverable: o Completion of the discovery and design sessions o Overview of the M365 Intune design Email recap summary of all working sessions: o Session participants o Overview of the working session o Highlight customer and/or project management requirements. o Agenda for the next working session o Recording of the session Proprietary & Confidential -MDS- Page 5 of 13 PHASE 2: INTUNE ENDPOINT MANAGEMENT PREPARATION During this phase, MDS and the City of Renton will execute the deployment and configuration of Microsoft Intune in the scope of this project and based on the customer's Microsoft 365 licensing. MDS activities in this phase: MDS will complete the configuration of the following services: Android and iOS Match existing policies in MobileIron with Intune and confirm the design with stakeholders. Configure and enable iOS and Android macOS enrollment. Configure and enable up to (1) Compliance policy for each OS . Configure baseline policies and applications for all devices as per migration and/or new considerations – with exceptions. Configure User and Device groups, where applicable. Configure Mobile App Protection policies to manage Microsoft applications to prevent data leakage to non-corporate applications. Deploy Mobiles Applications for iOS & Android (6 Apps) Microsoft OneDrive Microsoft Outlook Microsoft Teams Microsoft Edge Intune Company Portal Microsoft Authenticator Aline Intune policies with CJIS policies 5.13.2.2 Mobile Device Management (MDM) o Configure security policies for mobile devices, including settings related to password policies, customization policies, Connectivity (Bluetooth, Wi-Fi, Hotspot), and data protection. Up to (5) Windows device configuration profiles Enforce M365 access via Mobile devices requires a Mobile App Protection policy configured. Provide User Enrollment Guides Define required information for Mobile Devices BYOD (if need it) Conditional Access for nonauthorized mobile devices (not Compliance). Windows 10 Configure Automatic enrollment in Intune. Create GPO to enable Automatic Enrollment Create compliance policies to ensure that Windows devices adhere to security and compliance standards. Configure security policies for Windows devices, including settings related to password policies, customization policies, and data protection. o Up to (5) Windows device configuration profiles Set up app deployment policies to manage the installation and updating of apps on Windows devices. This includes both Microsoft Store apps and line-of-business (LOB) apps. o (Up to 2 Win32 and/or 5 MSI LOB Applications) Conditional Access for nonauthorized mobile devices (not Compliance). Proprietary & Confidential -MDS- Page 6 of 13 macOS Configure Automatic enrollment in Intune. Deploy Intune Company Portal Create up to (1) compliance policies to ensure that macOS devices adhere to security and compliance standards. Configure security policies for macOS devices, including settings related to password policies, customization policies, and data protection. o Up to (5) configuration profiles Set up app deployment policies to manage the installation and updating of apps on macOS devices. o This includes up to (3) apps that can be from Apps Store and line-of-business (LOB) apps Conditional Access for nonauthorized mobile devices (not Compliance). macOS Microsoft OneDrive Microsoft Outlook Microsoft Teams Microsoft Edge Proprietary & Confidential -MDS- Page 7 of 13 City of Renton will perform the following tasks: Participate in testing. Provide Tier1 support for devices. Phase Deliverables: Technical Deliverable: o Intune provisioning and configuration completed. o Intune policies configured as specified in the scope of work. o Summary of remediation activities Email recap summary of all working sessions: o Session participants o Overview of the working session o Highlight customer and/or project management requirements. o Agenda for the next working session o Recording of the session PHASE 3 INTUNE ENDPOINT MANAGEMENT PILOT DEPLOYMENT During this phase, MDS will enable co-management on up to (5) Windows devices and enroll (25) Android/iOS devices into Intune. MDS activities in this phase: MDS will complete the configuration of the following services: Enable Co-management for a pilot group of (5) Windows devices on Configuration Manager. Deploy Intune Policies to pilot mobile devices (android and iOS) and macOS as required. Tune and adjust settings/configurations as necessary for mobile devices (android and iOS) Windows and macOS. Remediate production issues as needed for pilot mobile devices (android and iOS) Windows and macOS. Document as deployed configuration. App protection policies for Microsoft 365 Apps for pilot mobile devices (android and iOS) o Define and configure app protection policies based on your organization's security requirements and compliance standards. o Specify policy settings such as data encryption, app access controls, required PIN/password, rules, and app restrictions according to the security needs. City of Renton will perform the following tasks: Provide necessary access. Provide a list of devices to enroll in the pilot group. Participate in Knowledge transfer sessions. Phase Deliverables: Technical Deliverable: o Intune device enrollment for up to (25) devices o Intune policies applied and functioning as expected. Proprietary & Confidential -MDS- Page 8 of 13 o Summary of remediation activities Email recap summary of all working sessions: o Session participants o Overview of the working session o Highlight customer and/or project management requirements. o Agenda for the next working session o Recording of the session AREAS OUT OF SCOPE The following activities, in addition to any not explicitly described in the above "Scope Description" section, are not included in this project. Enrollment of devices outside of identified pilot group Troubleshooting or remediation of any issues in the current environment. Any services not specifically provided in this document. Any onsite support by MDS (all services to be performed remotely) Deployment of any services except for those explicitly listed within this SOW. Changes, troubleshooting, or configurations of Azure AD Connect or other hybrid identity components. Configuration of any Microsoft 365 service not specified in this scope. GENERAL ASSUMPTIONS & DEPENDENCIES MDS has made the following assumptions while specifying the services detailed in this agreement. It is City of Renton's responsibility to identify any incorrect assumptions or take immediate action which will make any of MDS's assumptions correct. City of Renton will provide sufficient access to the environment, including all required network, security, and other access rights to all required areas of the environment prior to project commencement to allow remote access for delivery of the service. Failure to provide sufficient and timely access may impact project timeline and budget. City of Renton requested changes that affect the activities, period of performance, or location of performance may result in increased costs. All systems related to this project must be maintained by City of Renton and updated to the latest version required to support the technologies and activities described above. City of Renton's IT infrastructure is free from defects and is capable of supporting the technologies described in this Statement of Work. For Microsoft Online services subscriptions utilized during the course of this engagement, City of Renton will name MDS as the Partner of Record. MDS consultants will perform all project activities during business hours, Monday through Friday, 9:00 am – 5:00 pm PST, excluding US holidays, unless otherwise agreed upon by both MDS and City of Renton . This statement of work is valid for 60 days. MDS reserves the right to modify activities, schedule, or fees if this Statement of Work is not fully executed within 60 days of issuance. Proprietary & Confidential -MDS- Page 9 of 13 SOLUTION DELIVERY SERVICES ENGAGEMENT INITIATION AND COMMUNICATION The project will commence with a kickoff meeting/conference call between the designated MDS and City of Renton points of contact. In order to complete the project within the given timeframe, it is critical that the necessary personnel from City of Renton are available to participate in all relevant discussions as well as to provide any needed information about the current systems and network environment. The objectives of the kickoff meeting are to introduce the project team, establish expectations about the purpose of the engagement, set up the delivery approach and timelines, determine the amount of time and effort required from the participants, and confirm the expected milestones and deliverables including the format and frequency of communications. This meeting will also serve to finalize the customer prerequisites defined in the Customer Requirements section of this SOW. PROJECT MANAGEMENT To ensure the successful delivery of this statement of work, MDS will assign a project manager to your project. This person will be responsible for the following: Facilitating effective communication between MDS and the client by hosting a kickoff meeting or conference, delivering bi-weekly status reports, hosting status meetings as agreed upon with the client, scheduling meetings, and ensuring that client questions are answered in a timely manner. Providing any policies, practices, and standards that pertain to this project. Identifying, managing, and reporting on risks related to the project. The MDS project manager will maintain a risk log and will escalate risks to the client and within MDS as appropriate. Tracking issues that occur during the project, assigning resources to resolve them, escalating issues within MDS, third-party vendors, and the client as appropriate. Assigning and tracking all work within the scope of the project. The MDS project manager will create a project plan with associated resources and due dates and share it with the client. Managing the project's scope. Scope changes may occur. If work that is outside of the project scope is identified, the MDS project manager will perform the following steps: o Discuss and confirm the need for the additional work with the client. o Identify additional tasks and deliverables associated with the scope change. o Estimate the work effort associated with the additional tasks and deliverables. o Determine the impact on schedule and budget. o Draft a change order if necessary if additional resources are required and/or the project schedule will be affected. Proprietary & Confidential -MDS- Page 10 of 13 CHANGE MANAGEMENT PROCESS Duringtheproject, eitherpartymayrequest additions,deletions,ormodifications totheservices described in this Statement of Work ("change request"). Such requests must be made in writing. For all change requests, regardless of origin, MDS will submit to City of Renton a Change Request Form, which will describe the proposed change(s) to the project, including the impact of the change(s) on the project scope, schedule, fees, and expenses. The City of Renton Project Manager, or appropriate City ofRenton point of contact, will be responsible for obtaining written authorization and cost approval for all change requests. Citgo must accept the proposed change(s) by signing and returning the Change Request Form. If City of Renton does not sign and return the ChangeRequest Form,thechangerequest willbedeemed rejected, and MDSwillnot performthe proposedchange(s). No change to this project will be made unless it is requested and accepted in accordance with the process described in this section. MDS will have no obligation to perform or commence work in connection with any proposed change until a Change Request Form is approved and signed by the authorized personnel from both parties. DELIVERABLES ACCEPTANCE Where specific deliverables are identified for distribution to the client at specified milestones described in the Scope of Work section of this document, MDS will submit completed deliverables for City of Renton's review and approval. Within five business days from the date of submission, City of Renton must either accept the deliverable or provide a written notice rejecting the deliverable, including a single, complete list of reason(s) for rejection. Deliverables will be deemed accepted unless City of Renton provides a written rejection notice as described above. City of Renton's use or partial use of a deliverable will constitute acceptance of that deliverable. MDS will correct problems with a deliverable that are identified in the written rejection notice, as described above, and within the scope of the deliverable, after which the deliverable will be deemed accepted. Issues that are outside the scope, and feedback provided after a deliverable has been deemed accepted, will be addressed as a potential change of scope pursuant to the Change Management processes. does Proprietary & Confidential -MDS- Page 11 of 13 CUSTOMER REQUIREMENTS ACCESSIBILITY City of Renton ensures that MDS will have required access to the necessary network equipment during this project, subject to the rules and regulations of City of Renton If onsite presence is needed, this may require MDS personnel to be escorted while at some or all of City of Renton's facilities. The inability to access the premises or networks may impede MDS' ability to meet the agreed upon timeframe of this engagement. MICROSOFT CPOR For the specific Microsoft Service subscriptions utilized during this engagement, City of Renton will name MDS as the Claimed Partner of Record (CPOR) for each workload. Microsoft's CPOR program awards and recognizes partners who deliver solutions utilizing Microsoft services. This program is called "Claimed Partner of Record" (CPOR). As a certified Microsoft partner, MDS leverages this program advocate on behalf of our customers that all promotions and funding programs be made available. The following table identifies specific workloads MDS will be associated under CPOR. Please select the workloads MDS is currently assisting with as well as any workloads you would like to be informed of for future funding, promotions, and/or transformation services. Please fill in your tenant ID as well as domain for the workloads you wish to associate to MDS. Partner Name MAUREEN DATA SYSTEMS, INC. Customer Tenant ID PLEASE FILL IN TENANT ID Customer Domain Name PLEASE FILL IN CUSTOMER DOMAIN NAME Teams Phone System Intune Teams Meetings Azure AD Premium (AADP) Teams Apps and Platform Microsoft Cloud App Security (MCAS) M365 Apps Azure Advanced Threat Protection (AATP) SharePoint Online Microsoft Information Protection Exchange Online Microsoft Defender ATP Edge (Chromium)Microsoft Information Governance Office 365 ATP*Outlook Mobile Proprietary & Confidential -MDS- Page 12 of 13 PERFORMANCE SCHEDULE The project timeline below reflects MDS and City of Renton's joint understanding for the current scope of work. All phases are expected to be delivered consecutively and without delays unless otherwise noted. Any changes to the project schedule that are outside of MDS's control will result in a change request to reflect the new project schedule, as well as associated adjustments to project staffing and fees. PRE-PROJECT MOBILIZATION REQUIREMENTS To ensure adherence to the schedule agreed upon by both parties, the following activities should be completed prior to the commencement of the project: Intune Admin Access o Any time M365 Global Admin Access is required. SUMMARY OF COSTS AND PAYMENT TERMS The fee for MDS to perform the services described in this Statement of Work on a Fixed Fee basis is $32,000. That amount will be invoiced to the customer in accordance with the schedule below. Milestone or Payment Schedule Payment SOW Acceptance $16,000 SOW Acceptance + 30 days $16,000 Total Cost to City of Renton $32,000 Proposal and pricing are valid for Sixty (60) calendar days from the date of issuance. Activity Week 1 Week 2 Week 3 Week 4 Week 5 M365 Security Services Phase 1: Discovery and Design Phase 2: Intune Preparation Phase 3: Intune Pilot Deployment Project Management Project Management Technical Support / Lead Proprietary & Confidential -MDS- Page 13 of 13 SIGNATURES IN Witness Whereof, the parties have caused this Statement of Work to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on this date of this Statement of Work duly authorize by all necessary and appropriate corporate action to execute this Statement of Work. Maureen Data Systems, Inc. (MDS) Printed Name: Alex Trout Signature: Title: Account Executive Date: City of Renton Capital Printed Name: Signature: Title: Date: MAUREEN DATA SYSTEMS (MDS) 500 W 43rd Street, Suite 33C New York, NY 10036 Tel: 646-744-1000 | Fax: 212-328-1713 Email: contactus@mdsny.com Page 1 of 7 CONFIDENTIAL Master Services Agreement This SERVICES AGREEMENT (the “Agreement”) is made as of (the “Effective Date”) by and between Maureen Data Systems, Inc. (MDS) a New York corporation with its principal office and place of business at 500 West 43 rd Street, Suite 33E, New York, NY 10036 (“Provider” or “MDS”) and ,a company with its principal office and place of business at (“Customer”) (each of Provider and Customer, a “Party” and, collectively, the “Parties”). 1. SERVICES. 1.1 Services.The Parties anticipate that Customer may desire to engage Provider to perform certain services which may include, by way of example, systems integration, managed information technology services, and information technology consulting. Subject to the terms and conditions set forth in this Agreement, Provider shall use commercially reasonable efforts to perform the services as requested by Customer and set forth and described in Statements of Work (as defined below) separately executed by the Parties (the “Services”). As part of the Services provided by Maureen Data Systems, Inc., MDS may provide access to certain online tools or offerings. Customer agrees that such additional tools and offerings may be subject to additional terms and conditions, as well as privacy terms, which may be viewed and must be agreed to at the time of registration for such tools and offerings. 1.2 Issuance of Statements of Work. The Customer may request that Provider perform services by delivering a written request describing the proposed Services. Attached hereto as an exhibit to this Agreement is an example of such statement (each, a “Statement of Work”). Such Statement of Work shall describe Services, periods of performance, fees, costs and expenses payable by the Customer to Provider in connection with the performance of this Agreement. Until the acceptance in writing by both Parties of the proposed Statement of Work, Provider shall have no obligation to perform the proposed Services, provided that this Agreement shall remain in full force and effect in accordance with Section 8.1. The Parties may from time to time enter into additional Statements of Work. Each Statement of Work, regardless of whether it relates to the same subject matter as any previously executed Statement(s) of Work, shall become effective upon execution by authorized representatives of both Parties. 1.3 Modifications. Customer may at any time request a modification to the Services to be performed pursuant to any particular Statement of Work by written request to Provider specifying the desired modifications. No change to the Services will be made unless it is requested and accepted in accordance with the process described in the applicable Statement of Work. Maureen Data Systems, Inc. will have no obligation to perform or commence work in connection with any proposed change until a change request form is approved and signed by authorized personnel from both Parties. 2. PERSONNEL. 2.1 Suitability. Provider shall assign employees and subcontractors with qualifications suitable for the work described in the relevant Statement of Work. Provider may replace or change employees and subcontractors in its sole discretion with other suitably qualified employees or subcontractors. Customer acknowledges that Services may be rendered by one or more affiliated entities of Provider, collectively referred to herein as “Maureen Data Systems, Inc.” and/ or “Provider.” 2.2 Customer Responsibilities. Customer shall make available in a timely manner at no charge to Provider all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources of Customer required by Provider for the performance of the Services as specified in the applicable Statement of Work. Customer shall be responsible for, and assumes the risk of, any problems or delays resulting from the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer. 2.3 Non-solicitation. During the Term of this Agreement and for a period of one (1) year after its expiration or termination for any reason, neither Party shall, directly or indirectly, solicit the employment or services of any individual who is an employee of the other Party and with whom the other Party had contact under the Agreement; provided, however, that this Page 2 of 7 CONFIDENTIAL Section shall not prevent either Party from making general, non-specific solicitations for employment or from hiring any employee of the other who responds to such solicitation. 3. FEES. 3.1 Fees Payable. In consideration for the performance of Provider’s obligations under this Agreement, Customer shall pay to Provider, without offset or deduction, certain fees, expenses, and other such non-cancelable debt actually incurred by the Provider and approved by the Customer, in such amounts as may be determined by reference to a Statement of Work executed by both Parties. Unless otherwise provided in such Statement of Work all such fees shall be due and payable within thirty (30) calendar days after an invoice is issued by Provider with respect thereto. Customer is solely responsible for all payments and costs under this Agreement. Provider shall reasonably cooperate with Customer to obtain funding from any applicable third-party funding sources providing payment for all or a portion of the Services provided by Provider. 3.2 Disputed Charges. Customer must notify Provider in writing of any dispute or disagreement with invoiced charges within thirty (30) days after the date of invoice. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced after the expiration of such time period. 3.3 Late Charges. Provider reserves the right to charge, and Customer agrees to pay, a late charge equal to one and one- half percent (1½%) per month (eighteen percent (18%) per year) on any amount that is unpaid on the due date and that is not the subject of a good faith dispute, and on any other outstanding balance. 3.4 Suspension of Service. If any amounts owed by Customer for the Services are thirty (30) or more days past due, Supplier may, without limiting Supplier’s other rights and remedies, suspend performance of any Services until such amounts are paid in full. 3.5 Taxes. Except as set forth below, all amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on Provider’s in come), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees hereunder, the grant of license rights hereunder, or the delivery of services. Customer shall further be responsible for the payment of any sales or use taxes collected by Provider and invoiced to Customer. Customer will make all payments required hereunder to Provider free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder to Provider will be Customer’s sole responsibility, and Customer will, upon Provider’s request, provide Provider with official receipts issued by the appropriate taxing authority, or such other evidence as Provider may reasonably request, to establish that such taxes have been paid. 4. CONFIDENTIALITY. 4.1 Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third par ties that the disclosing Party is required to maintain as confidential. For purposes of this Agreement “Confidential Information” means any material or information relating to a Party’s research, development, products, product plans, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing, finances, or other business information or trade secrets that such disclosing Party treats as proprietary or confidential. Without limiting the foregoing, the software and any databases (including any data models, structures, non- Customer specific data and aggregated statistical data contained therein) of Provider shall constitute Confidential Information of Provider. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the disclosing Party or such third party. 4.2 Mutual Confidentiality Obligations. Each Party agrees as follows: (i) to use the Confidential Information only for the exercising its rights and performing obligations described herein; (ii) that such Party will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. 4.3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 4.1 and 4.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or Confidentiality Exceptions. Page 3 of 7 CONFIDENTIAL other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice, unless prohibited by law, to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights un der this Agreement, including to make such court filings as it may be required to do. 5. WARRANTIES AND LIMITATIONS. 5.1 Warranties. Provider represents and warrants that all Services shall be provided in a professional and workmanlike manner, in accordance with industry standards. 5.2 Disclaimer. EXCEPT AS PROVIDED FOR IN THIS AGREEMENT, THE SERVICES, AND ANY OTHER DELIVERABLES, MATERIALS, SOFTWARE, DATA AND/OR INFORMATION PROVIDED BY PROVIDER ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY PROVIDER ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT PROVIDER’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CUSTOMER ONLY. 5.3 Limitations. IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, LOST PROFITS OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF PROVIDER TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THEN- PAID TO PROVIDER BY CUSTOMER UNDER SECTION 3.1 DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY BUT NOT TO EXCEED THE VALUE OF THE APPLICABLE STATEMENT OF WORK UNDER WHICH SUCH LIABILITY ACCRUED. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 5.4 Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different. 6.INDEMNFICATION. 6.1 Provider Indemnity. Provider shall, at its own expense, defend any suit or claim instituted against Customer and shall indemnify Customer against any award of damages and reasonable costs against Customer in a final judgment by a court of competent jurisdiction, or any amount in settlement or compromise, arising out of such suit or claim brought by a third party, if and to the extent alleging that the deliverables provided by Provider under this Agreement or performance of the Services infringe or misappropriate such third party’s copyrights or trade secrets, enforceable in the United States of America or Canada. If the use of the deliverables provided by Provider becomes, or in Provider’s opinion is likely to become, the subject of such a claim, Provider at its option and expense may either (i) procure the right for Customer to continue to use the deliverables as permitted under this Agreement; or (ii) replace or modify the deliverables to be non- infringing. Alternatively, Provider may terminate this Agreement upon written notice to Customer, require Customer to return promptly any materials associated with the infringing deliverables in its possession. Provider will have no liability for any infringement or misappropriation to the extent caused by or contributed to by (a) any modification or alteration of any deliverables other than by Provider, (b) use of the deliverables other than as specified under this Agreement and the related Statement of Work, (c) combination or use of the deliverables with non-Provider provided data, materials, information or services, (d) compliance by Provider with any instructions or specifications provided by Customer, or (e) any acts of Customer in violation of this Agreement (each of the foregoing a “Customer Indemnity Responsibility”). THIS SECTION 6.1 SETS FORTH THE EXCLUSIVE REMEDY OF CUSTOMER AND THE SOLE AND COMPLETE LIABILITY OF PROVIDER WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION. 6.2 Customer Indemnity. Customer shall indemnify, hold harmless, and, at Provider’s op tion, defend Provider from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with a Customer Indemnity Responsibility. 6.3 Indemnity Procedures. The obligations of this Section 6 are conditioned upon the indemnifying party receiving (i) prompt written notice of any claim; (ii) reasonable cooperation from the indemnified party in the defense or settlement of the claim; and (iii) sole control of the defense of the claim and any settlement thereof; provided that the indemnifying party shall not make any settlement admitting the other’s liability without its consent, not to be unreasonably withheld, conditioned, or delayed. 7. PROPRIETARY RIGHTS. Unless otherwise expressly agreed in any particular Statement of Work, and except to the extent that the same constitutes or embodies Customer’s Confidential Information provided by Customer to Provider, ownership of all work product, developments, inventions, technology or materials provided under this Agreement (collectively, “Deliverables”) shall be solely owned by Provider. Subject to the terms and conditions of this Agreement and any Statement of Work, including the fulfillment of any payment obligations hereunder, Provider grants to Customer a non- exclusive, perpetual right and license to use any Deliverables for Customer’s internal business purposes. 8. TERM; TERMINATION. 8.1 Term. Absent any controlling language in the applicable Statement of Work, this Agreement shall commence on the Effective Date and shall remain in effect for a period of one (1) year. Thereafter the Agreement shall automatically renew for successive terms of one (1) year each unless either Party provides written notice of nonrenewal to the other party at least sixty (60) days prior to the end of the then current term, provided that the Agreement shall remain in effect until the completion of any outstanding Statements of Work. Unless otherwise stated in the applicable Statement of Work, the term of each Statement of Work shall last until performance thereunder is completed. 8.2 Termination for Breach. Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement shall terminate in the event that such cure is not made within such thirty (30)-day period. Without limiting the foregoing, Provider may immediately terminate this Agreement upon written notice in the event that Customer becomes insolvent or enters bankruptcy during the term of this Agreement. 8.3 Termination of Individual Statements of Work. Either Party may, at its sole option and for its own convenience, terminate any or all Statements of Work in effect upon thirty (30) days prior written notice unless Customer has contracted for managed services, in which case, such Statements of Work may be terminated by either Party upon ninety (90) days prior written notice. Upon such termination, the Parties shall inform each other of the extent to which performance has been completed through such date and collect and deliver all work in process. In the event of termination, the Parties agree to wind up their work in a commercially reasonable manner and to preserve and deliver items of value created prior to termination. Provider shall be paid for all work performed and expenses incurred through the date of termination as well as any early termination fees set forth in an applicable Statement of Work or otherwise referenced in the pricing sheet applicable to the ordered Services. 8.4 Effect of Termination. Upon any termination of this Agreement, each Party shall (i) immediately discontinue all use of the other Party’s Confidential Information; (ii) delete the other Party’s Confidential Information from its computer storage or any other media, including, but not limited to, online and off-line libraries; (iii) shall return to the other Party or, at the other Party’s option, destroy, all copies of such other Party’s Confidential Information then in its possession; and (iv) shall promptly pay all amounts due and remaining payable hereunder. 8.5 Survival. The provisions of Sections 3, 4, 5, 6, 7, 8.4, 8.5, and 9 will survive the termination of this Agreement. 9. MISCELLANEOUS 9.1 Applicable Law.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. CUSTOMER AGREES THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS LOCATED WITHIN THE STAT OF NEW YORK. 9.2 Force majeure. Provider shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Provider. Any delay resulting from any of such Page 4 of 7 CONFIDENTIAL rwise stated in the applicable Statement of Work, the term Page 5 of 7 CONFIDENTIAL causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances. 9.3 Notices.All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties to the Agreement and addressed, if to Customer, as set forth on the Cover Page, or if to Provider, as follows: Maureen Data Systems, Inc. 500 W. 43rd Street 33C New York, NY 10036 or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient. Such notices shall be effective on the date indicated in such confirmation. In the event that either Party delivers any notice hereunder by means of facsimile transmission in accordance with the preceding sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by written notice to the sender. 9.4 Assignment; Delegation. Neither Party shall assign its rights or delegate its obligations under this Agreement without the other Party’s prior written consent, which consent may not be unreasonably withheld or delayed, and, absent such consent, any purported assignment or delegation shall be null, void and of no effect. Notwithstanding the foregoing either Party may assign any of their rights or delegate any of its duties hereunder to an affiliate, or pursuant to a merger or a sale of all or substantially all of its assets or capital. This Agreement shall be binding upon and inure to the benefit of Parties and their successors and permitted assigns. 9.5 Publicity.Customer hereby agrees that Provider may disclose to third parties for the purposes of sales and marketing the general nature of the Services and Deliverables provided to Customer and may use Customer’s name and logo within its marketing materials and customer lists provided or otherwise made available to third parties. 9.6 Independent Contractors. Customer and Provider acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this Agreement. 9.7 Insurance. During the term of this Agreement, Provider will maintain such insurance at least at the levels set forth on Exhibit A attached hereto. 9.8 Amendment.No amendment to this Agreement or any Agreement shall be valid unless such amendment is made in writing and is signed by the authorized representatives of the Parties. 9.9 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right. 9.10 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. 9.11 Export.Each Party agrees not to export, directly or indirectly, any data acquired from the other Party or any products utilizing such data to countries in violation of any applicable export laws or regulations of any applicable jurisdiction. 9.12 No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 9.13 Counterparts.This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement. 9.14 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. 9.15 Entire Agreement. This Agreement, and any relevant Statement of Work referencing this Agreement, sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings During Page 6 of 7 CONFIDENTIAL between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein. 9.16 Order of Precedence. In the event that a conflict is deemed to arise between the provisions of this Agreement and the provisions of any Statement of Work, the provisions of this Agreement shall govern. [End of Services Agreement] The Parties agree to the above terms and have executed this Agreement as of the date(s) set forth below. Maureen Data Systems, Inc. By (Signature): By (Signature): Name: Name : Title: Title: Date: Date: Page 7 of 7 CONFIDENTIAL EXHIBIT INSURANCE REQUIREMENTS (a) Commercial general liability insurance (occurrence form) including contractual liability, products and completed operations, personal and advertising injury, with a $2,000,000 general aggregate limit; and $5,000,000 limit for each occurrence; (b) Technology errors and omissions insurance covering product and service-related injury and technology related injury in the performance of this Agreement. Such errors and omissions insurance will include coverage of not less than $1,000,000 per occurrence, with a $1,000,000 aggregate limit; (c)Workers’ Compensation Insurance with statutory limits and employer’s liability insurance with minimum limits of $1,000,000; (d) Automobile liability insurance with $1,000,000 coverage limits for each accident, including owned, and hired vehicles.