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096-20 - Quest Technology Managment - ContractDocuSign Envelope ID: 46D5D5E1-4869-444D-9616-3A66C25E46B2 \ TECHNOLOGY MANAGEMENT Contract No. 096-20 City of Port Orchard Service Level Agreement Quest Managed Services 1. SERVICES AGREEMENT: This order form is governed by the terms set forth, herein known as the "Agreement," between Quest and City of Port Orchard (Client), each referred to as "party" and collectively as the "parties." TERM: 36 Months 2. SOLUTION DESCRIPTION 2.1 Cloud Connect Backup as a Service (BaaS) 2.1.1 Quest will provide a single 6 TB off -site for Clients Cloud Connect BaaS Target to Client. 2.1.2 Target will be hosted out of the Western region U.S. Quest Data Center. 2.1.3 Quest will provide Client with up to 100 Mbps of ingress bandwidth as part of service. Service also includes two (2) data streams as part of service. 2.1.4 Client is responsible for keeping and maintaining encryption keys, which encode and decode initial data blocks or underlying keys in the key hierarchy. Failure to maintain these keys may result in the inability to restore data. Quest does not have access to any encryption key. These encryption keys include: 2.1.4.1 Session key, meta key, storage key, user key, enterprise manager keys, backup server keys 2.1.5 Engagement of Quest resulting from upgrades to the Cloud Connect software will be billed per the technical support rates. 2.1.6 Client understands that engagement of Quest for restoring the environment from cloud backup files is a best -effort service and acknowledges that Quest is not responsible for any performance degradation, multiple data copies, loss of data, bandwidth limitations or errors on the restored environment as the success of the restoration or the data at rest depends on the reliability of the backup. 2.1.7 Recommended minimal requirements for Backup & Replication Console Server 2.1.7.1 Veeam Enterprise Suite (latest published edition) 2.1.7.2 Recommended bandwidth: 1 Mbps for each 300 GB of data 2.1.7.3 One useable public 1P for outbound communication Quest © 2020. Quest"', W, and How can we help?" are registered trademarks of Page I Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL DocuSign Envelope ID: 46D5D5E1-4869-444D-9616-3A66C25E46B2 \\ a TECHNOLOGY MANAGEMENT City of Port Orchard Service Level Agreement Quest Managed Services 2.2 Recycle Bin 2.2.1 As included with the BaaS offering, Quest will provide the Recycle Bin service, configured for 5 days max retention, to Client. 2.2.2 Quest is not liable for data moved to recycle bin nor responsible for restoration if data is moved to the recycle bin. 2.3 Target Provisioning Services 2.3.1 BaaS Cloud Target 2.3.1.1 Quest will provision cloud target 2.3.1.2 Quest will email Client with credentials for access 2.3.2 Items that fall outside the included setup service, that may be performed by Quest if requested, on a time and material basis per the technical support rates, include but are not limited to the following: 2.3.2.1 Veeam enterprise console configuration 2.3.2.2 Veeam backup and replication configuration or troubleshooting 2.3.2.3 Data seed configuration, troubleshooting, remediation 2.3.2.4 Data speed transfer troubleshooting or remediation 2.3.2.5 Configuration, troubleshooting, or remediation of routing, communication, traffic classification, QoS, throughput 2.3.2.6 Backup policy review, creation, or deployment Quest © 2020. Quest'", W, and How can we help?' are registered trademarks of Page 2 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL DocuSign Envelope ID: 46D5D5E1-4869-444D-9616-3A66C25E46B2 TECHNOLOGY MANAGEMENT City of Port Orchard Service Level Agreement Quest Managed Services 3. INVESTMENT AND TERMS: The following table identifies Client's investment for the service package. Quest Select Service Package Term Service Charges Selected Service Package 36 Months $594.00 / Year (Services listed in Section 2.1 and 2.2) Target Provisioning Service NRC Included Per services noted in Section 2.3 Customization, How to Support, Configuration Services - Time and Material 3.1 All fees are in US Dollars. 3.2 Incident Response, data and/or application migration services are available upon request for an additional fee/cost. 3.3 In addition to the amounts set forth above, any technical support provided by Quest in connection with the services shall be billed by Quest on a time and materials basis pursuant to the following rate schedule. 3.3.1 Technical Support Rates Remote (Quest NOC) Support (billed in 15-minute increments) Cable Plant at Quest Data Center $85 per hr. Desktop/Printer $85 per hr. Project Coordinator $95 per hr. Video Surveillance, Access Control $1 10 per hr. Audio/Video, Video Conferencing $1 10 per hr. Router, Switch, Server, or Storage $185 per hr. Program or Project Manager $155 per hr. SQL, .NET, SharePoint $210 per hr. VOIP, Firewall, Security, Mobility, VMware, or Citrix $210 per hr. DevOps/SSO/Orchestration Engineer $225 per hr. Security Incident Emergency Response Resource $275 per hr. On -Site Scheduled Support (4 hr. min, scheduled 24 hrs. in advance) Data Cabling $95 per hr. Desktop/Printer $90 per hr. Project Coordinator $100 per hr. Video Surveillance, Access Control $125 per hr. Audio/Video, Video Conferencing $125 per hr. Router, Switch, Server, or Storage $195 per hr. Program or Project Manager $160 per hr. SQL, .NET, SharePoint $225 per hr. Quest © 2020. Quest'. W, and How can we help?' are registered trademarks of Page 3 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL DocuSign Envelope ID: 46D5D5E1-4869-444D-9616-3A66C25E46B2 estA TECHNOLOGY MANAGEMENT City of Port Orchard Service Level Agreement Quest Managed Services VoIP, Firewall, Security, Mobility, VMware, or Citrix $225 per hr. DevOps/SSO/Orchestration Engineer $250 per hr. Security Incident Emergency Response Resource $275 per hr. After Hours Technical Support (4 hr. min, less than 24 hr. notice and/or after hrs./weekends) Data Cabling $110 per hr. Desktop/Printer $130 per hr. Video Surveillance, Access Control $150 per hr. Audio/Video, Video Conferencing $175 per hr. Router, Switch, Server, or Storage $230 per hr. SQL, .NET, SharePoint $275 per hr. VoIP, Firewall, Security, Mobility, VMware, or Citrix $275 per hr. DevOps/SSO/Orchestration Engineer $295 per hr. 3.3.2 Emergency Incident Threat Response Services - billed per hour with minimum amounts determined at time of incident: 3.3.2.1 Immediate response to threat 3.3.2.2 Assess your security posture against the threat 3.3.2.3 Determine the level of effort required to protect Client assets 3.3.2.4 Work to prevent, detect, and respond to incidents 3.3.2.5 Identify and mitigate complex security vulnerability 3.3.2.6 Provide risk analyses and recommendations for threat eradication 3.3.2.7 Provide forensic analysis to determine extract threat vector 3.4 Rates listed above exclude Professional Service engagement(s) and/or project(s) and are subject to rates listed in any separate engagement documents. Please contact the Quest account manager, technical consultant, or service manager for engineering rates that may fall outside of listed engineering services. 3.5 Quest reserves the right to adjust technical support rates. 3.6 Costs for the services will be invoiced by Quest and due upon receipt by Client. Client will initiate payment via Electronic Funds Transfer to Quest upon receipt of invoice. 3.7 Payments returned for non -sufficient funds, stop payment requests, or a closed account will result in a collection fee of $75.00 for the first offense plus the amount to be collected. Quest © 2020. Quest`, W, and How can we help?' are registered trademarks of Page 4 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL DocuSign Envelope ID: 46D5D5E1-4869-444D-9616-3A66C25E46B2 est TECHNOLOGY MANAGEMENT City of Port Orchard Service Level Agreement Quest Managed Services Subsequent offenses will result in a $225 returned payment fee, per offense, plus the amount to be collected thereafter. 3.8 Client hereby orders the services set forth above and agrees to the terms and conditions herein as part of the Service Terms (Exhibit A), which are incorporated by reference with this order form, and Quest shall reserve the right to update Exhibit A as necessary. Quest will provide Exhibit A upon request from Client. 4. OVERAGES, ADD -ON FEES 4.1 Quest will invoice Client for non -recurring charges and other services (e.g. usage, overages, material) when such services are provided, requested or not, and based on the peak quantity for that month. 4.1.1 Fees will be charged automatically each month for NRC/other services incurred during that month or any preceding months. (See Section 4.2) 4.1.2 Client may choose to execute Add -on Addendums to increase the base service amount and to take advantage of the pricing tiers, billed annually (See Section 4.3). 4.2 For described services herein, if Client shall exceed at any time during any month the service base quantities as noted in Section 2, the Overage fee is $35.00 per TB per month and will be billed monthly. 4.3 For described services herein, if Client shall execute an addendum to increase the service base amount as noted in Section 2, the following Add -on fees shall apply the according schedule and amount, billed annually. 4.3.1 Future Add -on Storage Months Remaining Add -on Fee per TB per Month 25-36 $15.00 13-24 $25.00 0-12 $30.00 The signatures below denote agreement to and approval by authorized representatives for the execution of this agreement: Quest ® 2020 Quesf", W, and slow can %w help?* are registered trademarks of Page 5 Quest Media & 5upplies, Inc. All Rights Reserved CONFIDENTIAL. DocuSign Envelope ID: 46D5D5E1-4869-444D-9616-3A66C25E46B2 est TECHNOLOGY MANAGEMENT City of Port Orchard Service Level Agreement Quest Managed Services CLIENT: nocrrusicnod by; QUEST: Coo ySigned ny; �� �AIA. (/6(V (yJYa Signature: M7�aQM1hf Signature: 8A(.58DOCE401420., Name: Noah Crocker Name: Ryan O'Keeffe Title: Finance Director Title: Director, service Management Date: 10/26/2020 Date: 10/26/2020 Signature: Name: Title: SEAL Quest © 2020. Quest', Q`, and How can we help?' are registered trademarks of Page 6 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL 1. est�R TE(HNoLOGY MANAGEMENT Quest Managed Services Terms and Conditions Qw-,'est TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services TABLE OF CONTENTS 1. INTRODUCTION................................................................................................................................ 3 2. MAINTENANCE, CHANGES, INCIDENTS, RESPONSE TIME............................................................ 3 3. NEW AND/OR ADDITIONAL SERVICES............................................................................................ 4 4. PURCHASE ORDER ACCEPTANCE................................................................................................... 4 5. CONTRACT EXPIRATION NOTIFICATION....................................................................................... 4 6. TERMINATION OF THE CONTRACT................................................................................................. 4 7. OWNERSHIP OF PLACED EQUIPMENT............................................................................................ 6 8. INDEMNIFICATION........................................................................................................................... 7 9. PAYMENT TERMS............................................................................................................................. 8 10. CONFIDENTIALITY...........................................................................................................................9 11. HIRING FEE...................................................................................................................................... 9 12. INDEPENDENT CONTRACTOR STATUS.......................................................................................... 10 13. INSURANCE..................................................................................................................................... 10 14. LIMITATION OF LIABILITY............................................................................................................ 11 15. QUEST'S ACCEPTANCE USE POLICY............................................................................................ 11 16. GENERAL TERMS........................................................................................................................... 16 17. CHANGES TO TERMS AND CONDITIONS....................................................................................... 18 Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Questg is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 1. INTRODUCTION Client hereby agrees to the Terms and Conditions attached hereto as part of the Service Level Agreement, Order Form, Addendum, or other Quest Managed Service engagement document, furthermore these shall be known as the ("Agreement"). 2. MAINTENANCE, CHANGES, INCIDENTS, RESPONSE TIME 2.1. Maintenance. A maintenance window is a defined period of time during which planned outages and changes to production services and systems may occur. The purpose of defining standard maintenance windows is to allow Client to prepare for possible disruption or changes. The following process will be utilized for the updating of services. 2.1.1. Updates/Patches. Prior to implementing any updates, Quest will send an email to Client notifying Client of the update, when it will be implemented, and its impact. 2.2. Changes. Any changes requested by Client will be completed within the requested resolution timeframe upon request and implemented during the scheduled maintenance window. To request a change, Client shall send a change request to performancekguests, sue. 2.3. Incidents and Emergencies. If any incidents or emergencies occur, Quest will contact the Client per the Escalation Authority List. Quest will respond to and resolve all incidents within the timeframes and according the urgency of the request. To report an incident or emergency, Client shall send an incident notification to performancekguests, s� or by telephone at 800-443-5605. 2.4. Problem Response Time. Initial ticket creation notification to Client within 20 minutes of request/event. The problem response time is the time period starting after (i) Quest's confirmation of the service event and (ii) receipt of the information required from the Client for Quest's support team to begin resolution and open a trouble ticket in Quest's systems. Due to the wide diversity of problems that can occur and the methods required to resolve them, problem response time IS NOT defined as the time between the receipt of a call and resolution of the problem. After receiving a report of fault, Quest shall use a reasonable method to provide the Client with a progress update(s). Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 3. NEW AND/OR ADDITIONAL SERVICES 3.1. The request for additional and/or new services ("new/additional services") can be made via email and/or phone call to the Quest primary points of contact. Any new/additional services added to the Agreement will be documented via a separate addendum to the Agreement. Services provided within subsequent addendum(s) will adhere to the terms and conditions of the Agreement, unless otherwise specified within the addendum. Quest will obtain written Client approval and/or a purchase order for any new/additional services. Upon Client approval, all references to services shall include all approved new/additional services. Quest is authorized to make adjustments to the fees and surcharges charged for the services in order to cover the costs of any new/additional services. Cost and fee adjustments will be documented via email and/or a separate addendum and sent to Client prior to fee adjustment. Client agrees to pay the fees and surcharges for the services, as adjusted. 4. PURCHASE ORDER ACCEPTANCE 4.1. If required or requested by the parties, the Purchase Order (PO) constitutes an arrangement by the Client to compensate Quest for the Services according to the applicable Agreement. No additional or different terms offered or asserted by Client's PO shall be or become part of the Agreement. 4.2. Furthermore, any reference to Client's own terms or conditions within the PO shall be for informational purposes only and shall not be construed as acceptance by Quest of Client's terms and conditions. 5. CONTRACT EXPIRATION NOTIFICATION 5.1. Client is to notify Quest 60 days prior to the Agreement expiration date. If Client has not notified Quest in writing of its election to extend or terminate this agreement, the Agreement will automatically terminate and all services will be removed, deleted, or returned. If Client elects to terminate the services, the termination date for the Agreement will be the last day of the last month of the term. Quest does not prorate the final month's invoice. 6. TERMINATION OF THE CONTRACT 6.1. Termination for Cause. 6.1.1. If Quest fails to meet the material requirements of the Agreement ("Quest Event of Default"), Client will have the right to terminate the Agreement, provided that Quest has not cured such "Quest Event of Default" or Client and Quest are unable to reach Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services an agreement on remediation within 30 days after the Client has notified Quest in writing of the "Quest Event of Default." 6.2. Termination for Client Default. 6.2.1. If Client shall fail to pay when due any installment of monthly fees or other amount due hereunder within 10 days of the date due; or Client shall fail to observe any other covenant, agreement, or requirement to be observed or performed by Client, which failure is not cured within 30 days after written notice by Quest to Client (each a "Client Event of Default"), Quest shall have the right to terminate the Agreement. Termination of the Agreement or any services does not relieve Client of liability for all monthly, annual, and onetime charges, as identified in the Agreement. 6.3. Termination for Insolvency, Assignment, or Material Adverse Change. 6.3.1. Either party may immediately terminate the Agreement if the other party (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntarily or involuntarily) which is not dismissed within 90 days; (iii) makes an assignment for the benefit of creditors; or (iv) experiences a material adverse change in financial condition which may reasonably be expected to affect its ability to pay. 6.4. Termination for Convenience. 6.4.1. In the event that Client terminates the Agreement at any time during the term of the Agreement, Client agrees to pay all charges, 100% of the remaining balance, as identified in the Agreement. 6.5. Survival. 6.5.1. Articles 6, 7, 9, 10, 11, 13, and 15 shall survive any termination or expiration of this agreement. 6.5.2. The terms and conditions of this Agreement shall also survive in the event there are services provided under separate contracts (SLA, Addendum, Order Form, and Work Order) that reference to the terms and conditions noted herein. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 7. OWNERSHIP OF PLACED EQUIPMENT 7.1. If such services are provided by Quest to Client, Client grants to Quest a limited, non- exclusive, non -transferable license to place such equipment and other materials/software necessary for Quest to provide the services under the Agreement ("Quest Materials") on various premises owned or leased by Client at such locations as mutually agreed to by Quest and Client. This license solely grants Quest a right of use and is not intended to grant a lease, easement, or other interest in such premises. 7.2. Quest retains full ownership of the Quest Materials, and the placement of the Quest Materials on the premises does not create in Client any beneficial, equitable, leasehold, license, or other ownership right, title, or interest in the Quest Materials. 7.3. Title to the Quest Materials shall remain with Quest at all times, and Client shall protect and defend Quest's title and keep it free of all claims and liens other than those created by Quest. Client agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Quest Materials as a result of its attachment to realty. 7.4. If the Quest Materials includes or contains any software, or if any software is provided during the term of the Agreement, Client agrees that it has no interest in such software and that any such software is to be used solely and exclusively in and with the Quest Materials. 7.5. Quest shall have no duty, responsibility, or obligation to make any structural alterations(s) or adjustment(s) to the premises to install the Quest Materials. Quest is not responsible for restoring Client's premises to its original condition upon removal or relocation of any or all of the Quest Materials. 7.6. During the term, Client shall furnish heat, light, and electrical power and protect the Quest Materials from theft and damage. 7.7. Subject to Client's standard administrative, safety, and security requirements and policies, Quest shall have the right at any time with no less than forty-eight (48) hours advanced notice to Client to access the premises on which any Quest Materials are located and to repair, maintain, upgrade, replace, or remove the Quest Materials. 7.8. In the event of a default by Client, or the expiration or other termination of the Agreement, and subject to Client's standard administrative, safety, and security requirements and policies, Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services Quest shall have the right to immediately access the premises on which any Quest Materials resides and remove the Quest Materials. 7.9. Client shall use commercially reasonable efforts to maintain the environment and condition of the aforementioned equipment in order that the equipment is not damaged by negligence, misuse, or abandonment. 7.10. Client agrees that Quest may from time to time file, with the appropriate filing office, a UCC- 1 Financing Statement and amendments as appropriate, showing Client as the debtor, Quest as the secured party, and the Quest Materials as the collateral, solely for the purpose of providing public notice of the ownership by Quest of the Quest Materials. The filing of a UCC-1 Financing Statement by Quest covering the Quest Materials shall in no way limit the full ownership of the Quest Materials by Quest. 7.11. Client shall and does herby agree to indemnify, defend, and hold harmless Quest, and its directors, officers, employees, agents, and affiliates from any and all claims, demands, actions, suits, proceedings, costs, expenses, damages, and liabilities (including reasonable attorneys' fees) resulting from or arising out of any damage to or destruction of the Quest Materials in violation of the foregoing provisions, which obligation shall survive the expiration or termination of this agreement. 8. INDEMNIFICATION 8.1. Quest agrees to defend, indemnify, and hold harmless Client and any of its directors, managers, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands, and expenses, including but not limited to, attorneys' fees and cost of litigation, damage or liability of any nature whatsoever, (i) for death or injury to any person including Quest employees and agents, or damage or destruction of any real or tangible personal property of either party hereto or of third parties, to the extent arising from the negligent acts, error or omissions, or willful misconduct incident to the performance of the Agreement by Quest or its subcontractors, or (ii) resulting from the breach by Quest of its obligations under the Agreement, except in each case to the extent resulting from the negligence or willful misconduct of Client, or any of its directors, managers, officers, agents, employees, assigns, and successors in interest. 8.2. Section 7.1 shall apply with respect to a disclosure of "confidential information" only to the extent such disclosure is the result of actions predominantly attributable to Quest or its Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services subcontractors. The provisions of the paragraph survive expiration or termination of this contract. 8.3. Neither Quest nor its subcontractor of any tier shall be held liable under this section, Indemnification, for more than $10,000.00 or as defined in the limitation of liability section (paragraph Limitation of Amount of Liability), whichever is less. 9. PAYMENT TERMS 9.1. Unless otherwise noted in the Agreement, costs for the services will be billed and paid at the beginning of each month by Client through a direct debit process, initiated by Quest. 9.2. Payments returned for non -sufficient funds, stop payment requests, or a closed account will result in a collection fee of $75.00 for the first offense plus the amount to be collected. Subsequent offenses will result in a $225 returned payment fee, per offense, plus the amount to be collected thereafter. 9.3. Charges for technical support as set forth on repair ticket requests from Client will be invoiced by Quest once per month and are due and payable by Client within twenty (20) days of invoice date. All payments are due upon receipt of invoice. Payments received later than twenty (20) days after invoice shall accrue interest at 10% per annum. Client agrees that any late or missed payment is a material breach of the Agreement. 9.4. Client agrees to review each invoice promptly and to report any dispute of Amount Due within 10 days of the date of the invoice. If Client does not report a dispute within this time period, Client shall have waived its right to dispute that invoice and the entire invoice amount shall be due to Quest. 9.5. All payments to Quest shall be net of all taxes, charges, and other fees. Client shall be solely liable for and shall pay any state or local tax, fee, charge, or surcharge payable for services that are subject to such imposition. 9.6. Quest will invoice Client for non -recurring charges and other services (e.g. usage, overages, material) when such services are provided. Fees will be charged automatically each month for NRC/other services incurred during that month or any preceding months. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 10. CONFIDENTIALITY 10.1. Quest agrees that Quest and its agents and personnel may have access to confidential and proprietary information and materials belonging to or disclosed by Client, whether disclosed electronically, orally, in writing, or by display, which are not generally disclosed to or known by the public, concerning or pertaining to the business of Client, including, without limitation, trade secrets, data, reports, methods, techniques, procedures, processes, methodologies, forecast, plans, employee information, and Client information, and that such information is commercially valuable to Client or is otherwise confidential and proprietary to Client ("confidential information"). Confidential information shall not include any information to the extent that it (i) is or becomes a part of the public domain through no act or omission on the part of Quest; (ii) is disclosed to third parties by Client without restriction on such third parties: (iii) is in Quest's possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under the Agreement; (iv) is disclosed to Quest by a third party; (v) is independently developed by Quest without reference to the disclosing party's confidential information; or (vi) is released from confidential treatment by written consent of Client. Quest agrees that nothing in the Agreement grants to it any license, right, title, or interest in or to the confidential information, except as expressly set forth herein. Client reserves all rights to its confidential information not expressly granted in the Agreement. Quest agrees to use confidential information solely for the purposes of the Agreement and pursuant to the terms of the Agreement and for no other purpose whatsoever. Quest agrees to hold such information in the strictest confidence. Quest shall use reasonable efforts to protect the confidentiality of Client's confidential information, treating it as Quest would its own confidential information of a similar nature and value. Quest agrees to provide Client with such further assurances as reasonably requested by Client from time to time. 11. HIRING FEE 11.1. In the event Client or any of its affiliates hires, employs, or otherwise engages (for example as an independent contractor or through another staffing agency) any employee or contractor of Quest within one (1) year of this agreement, Client shall pay a placement fee of 20% of the hired person's annualized compensation. Annualized compensation is defined as annual salary, signing bonus, any guaranteed portion of any annual bonus, vested interest in -the -money stock options or similar equity awards, car allowance, severance pay, and any other compensation Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services that is expected to be earned by the hired employee during the first 12 months of service with Client, regardless of when or if such compensation is actually paid. 12. INDEPENDENT CONTRACTOR STATUS 12.1. Parties agree that Quest is an independent contractor providing professional services and not an employee, agent, joint venture, or partner of Client. Nothing in the Agreement, nor in a course of dealing between the parties, shall be interpreted or construed as creating the relationship of employer and employee, principal and agent, joint ventures, or partners between Quest and Client and/or its personnel. Neither party shall have any right, power, or authority, expressed or implied, to bind the other. 13. INSURANCE 13.1. Required Coverage. During the term, each party shall obtain and maintain at each party's sole cost and expense the following: 13.1.1. Standard form personal property insurance insuring all equipment, alterations, fixtures, and personal property of any kind for which Client, the covered party, is legally liable or which the covered party has had installed at or around the other party's facility, for fire, extended coverage for vandalism, malicious mischief, and special extended/all-risk coverage for sprinkler leakage. Such insurance shall be in an amount no less than 100% of the full replacement cost thereof. 13.1.2. Commercial general liability insurance insuring the covered party against any and all claims for bodily injury and property damage arising out of this agreement and the covered party's use, occupancy, and/or maintenance of any of the other party's facilities. Such insurance shall have a combined single limit of no less than $1,000,000.00 per occurrence, with no less than a $2,000,000.00 aggregate limit. The policy shall list the other party as an additional insured (not including any commercial auto liability). In no event shall the bounds of such insurance limit the liability of either party under this agreement. 13.2. Certificate of Insurance. A commercially acceptable certificate of insurance shall be delivered by the covered party to the other party prior to the commencement date of the Agreement and annually thereafter at least 30 days prior to the expiration date of the original policy or any renewal thereof. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 14. LIMITATION OF LIABILITY 14.1. In no case shall Quest's maximum liability arising out of the Agreement, whether based upon warranty, contract, negligence, tort, strict liability, or otherwise, exceed in the aggregate, the actual payments received by Quest under the Agreement during the six (6) months immediately prior to the event giving rise to the claim. 14.2. In no event shall either party be liable for indirect, special, incidental, or consequential damages, including, but not limited to, loss of profits, loss of revenues, loss of opportunities, loss of data, or loss of use damages, arising out of this agreement, even if the party has been advised of the possibility of such damages. 15. QUEST'S ACCEPTANCE USE POLICY 15.1. This Acceptable use Policy (AUP) defines acceptable practices relating to the use of Quest's network, websites, systems, facilities, products, and services (collectively, the Services) by Quest Clients and by users that have gained access to the Services through Client's accounts (collectively, Users). The Services must be used in a manner that is consistent with the intended purpose of the Services and the terms of the applicable agreement with Quest. By using the Services, Users consent to be bound by the terms of this AUP. 15.2. Prohibited Conduct 15.2.1. General. Users will not use the Services to transmit, distribute, or store material in a manner that: (a) violates any applicable law or regulation; (b) may adversely affect the Services or Users; (c) may expose Quest to criminal or civil liability; or (d) violate, infringe upon, or otherwise misappropriate any third -party rights, including intellectual property rights, rights of publicity, and privacy rights. Users are prohibited from facilitating the violation of any part of this AUP or applicable third -party policies, including, but not limited to transmitting, distributing, or otherwise making available any product or service that violates this AUP or another provider's policy. 15.2.2. Inappropriate Content. Users will not use the Services to transmit, distribute, or store material that Quest reasonably determines is inappropriate, obscene, indecent, defamatory, libelous, tortious, threatening, abusive, hateful, or excessively violent. Users will also not use the Services to host terrorist -related web sites, including sites that advocate human violence and hate crimes based upon religion, ethnicity, or country of origin. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 15.2.3. Intellectual Property. Material accessible through the Services may be subject to protection under privacy, publicity, or other personal rights and intellectual property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets, or other proprietary information. Users will not use the Services in any manner that would infringe upon, dilute, misappropriate, or otherwise violate any such rights. If a domain name is used with any of the Services, it may not be used in violation of the trademark, service mark, or other rights of any third party. 15.2.4. Harmful Content. Users will not use the Services to transmit, distribute, or store material that may be harmful to or interfere with the Services or any third party's networks, systems, services, or websites. Such prohibited harmful content includes, but is not limited to, viruses, worms, Trojan horses, root kits, password crackers, adware, and keystroke capture programs. 15.2.5. Fraudulent/Misleading Content. Users will not use the Services to transmit or distribute material containing fraudulent offers for goods or services or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, Users are prohibited from submitting any false or inaccurate data on any order form, contract, or online application, including the fraudulent use of credit cards. 15.2.6. Email and Unsolicited Messages. Users will not use the Services to (i) transmit unsolicited email messages, including, without limitation, unsolicited bulk email, where such emails could reasonably be expected to provoke complaints, or (ii) send email messages which are excessive and/or intended to harass or annoy others ("spam"). Further, Users are prohibited from using the service of another provider to send spam to promote a site hosted on or connected to the Services. In addition, Users will not use the Services to (a) continue to send email messages to a recipient that has indicated that he/she does not wish to receive them, (b) send email with forged TCP/IP packet header information, (c) send malicious email, including, without limitation, "mail -bombing," (d) send or receive email messages in a manner that violates the use policies of any other Internet service provider, or (e) use an email box exclusively as a storage space for data. 15.2.7. Third Party Rules; Usenet. Users will not use the Services in violation of the rules, guidelines, or agreements associated with search engines, subscription web services, Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services chat areas, bulletin boards, web pages, Usenet, or other services accessed via the Services. 15.2.8. Inappropriate Actions. Users will not use the Services to conduct activities that may be harmful to or interfere with the Services, a User's terminal session, or any third party's networks, systems, services, or websites. Users will not engage in any activities designed to harass or that will preclude or interfere with the use of Service (e.g., synchronized number sequence attacks) by any other User on the Quest network or on another provider's network. In addition, Users will not use the Service (a) by any means or device to avoid payment; (b) to access User's account or Quest Services after User has terminated User's account; (c) on behalf of persons or firms listed in the Spamhaus Register of Known Spam Operations database at www.spamhaus.org; or (d) to engage in phishing activities. Users will not use the Service to engage in any activities that may interfere with the ability of others to access or use the Service or the Internet. 15.2.9. Illegal Use. Client will not use the Services in a manner that constitutes illegal activities, including but not limited to, death threats, terroristic threats, threats of harm to another individual, multi -level marketing schemes, HYIP or Ponzi schemes, invasion of privacy, credit card fraud, racketeering, defamation, slander, child pornography and violations of the Child Protection Act of 1984, or any other applicable law. 15.2.10.Security Breaches and Obligations. Users are prohibited from violating or attempting to violate the security of the Services or the computers, accounts, or networks of another party, including but not limited to, circumventing the user authentication or security of any host, network, or account. Users will not use the Services to cause security breaches or disruptions of Internet communication and/or connectivity. Security breaches include, but are not limited to, accessing data, accounts, or systems without authorization, logging into a server or account that Client is not expressly authorized to access, and denial of service attacks. Disruptions include port scans, flood pings, email -bombing, packet spoofing, IP spoofing, and forged routing information. Client must use reasonable care to keep its software on the Quest's servers up-to-date and patched with the latest security updates. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 15.2.11.IP Allocation. Users are prohibited from using IP addresses not originally allocated for use or on unassigned VLANs or servers. All IP addresses are currently owned by and registered to Quest and are non -transferable. Client retains no ownership or transfer rights. 15.3. Rights of Quest. 15.3.1. Quest may suspend or terminate Service of any User which Quest believes has violated any element of this AUP. Quest will suspend Service for violation of the AUP on the most limited basis as Quest determines is reasonably practical under the circumstances to address the underlying violation. Quest will attempt to notify Users via email or other method prior to suspending Service for violation of the AUP; however, Quest may suspend Service without notice if Quest becomes aware of a violation of any applicable law, regulation, activity, including, but not limited to, a violation of the AUP that exposes Quest to criminal or civil liability or that exposes the Quest network or Quest customers' network or property to harm. Such harm to a network may include, but is not limited to, risk of having an IP address placed on blacklists. Quest may take such further action as Quest determines to be appropriate under the circumstances to eliminate or preclude repeat violations. 15.3.2. Quest reserves the right to take down any material —or otherwise block access thereto —created or accessible on or through the Services and suspend or terminate any User creating, storing, or disseminating such material where Quest becomes aware that the material violates this AUP and/or exposes Quest to civil or criminal liability, including, without limitation, under applicable copyright laws. Quest reserves the right to avail itself to the safe harbor provisions of the Digital Millennium Copyright Act. 15.3.3. Users are responsible for configuring their own systems to provide the maximum possible accountability. Quest shall not be liable for any damage caused by such system configurations regardless of whether such configurations have been authorized or requested by Quest. For example, Users should ensure there are clear "path" lines in news headers so that the originator of a post may be identified. Users should also configure their Mail Transport Agents (MTA) to authenticate (by look -up on the name or similar procedures) any system that connects to perform a mail exchange and should generally present header data as clearly possible. As another example, Users should maintain logs of dynamically assigned IP addresses. Users are responsible for Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services educating themselves and configuring their systems with at least basic security. Should systems at a User's site be violated, the User is responsible for reporting the violation and then fixing the exploited system. For instance, should a site be abused to distribute unlicensed software due to a poorly configured File Transfer Protocol (FTP) Server, the User is responsible for re -configuring the system to stop the abuse. 15.3.4. Quest reserves the right to cooperate with legal authorities and third parties in the investigation of any alleged wrongdoing related to this AUP, including the disclosure of the identity of the User that Quest deems responsible for the wrongdoing. Quest will not be liable for any damages of any nature suffered by any User or any third party resulting in whole or in part from Quest's exercise of its rights under this AUP. 15.3.5. Quest reserves the right to install and use, or to have Client install and use, any appropriate devices to prevent violations of this Policy, including devices designed to filter or terminate access to the Service. By accepting and using the Service, Users consent to allowing Quest to collect service information and routing information in the normal course of its business, and to use such information for general business purposes. Users may not use the Service to monitor any data, information, or communications on any network or system without authorization. Users may not attempt to gain unauthorized access to the user accounts or passwords of other Users. 15.3.6. In most cases, Quest will notify Users of complaints received by Quest regarding an alleged violation of this Policy. Client agrees to promptly investigate all such complaints and take all necessary actions to remedy any violations of this Policy. Quest may inform the complainant that Client is investigating the complaint and may provide the complainant with the necessary information to contact Client directly to resolve the complaint. Client shall identify a representative for the purposes of receiving such communications. 15.3.7. Quest reserves the right to modify this AUP in its discretion at any time. Such modifications will be effective upon posting and use of the Services after such modification constitutes acceptance of such modifications. 15.4. Responsibility for Content. Quest takes no responsibility for any material created or accessible on or through the Services and will not exercise any editorial control over such material. Quest is not obligated to monitor such material but reserves the right to do so. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 16. GENERAL TERMS 16.1. Notices. Any notice under the Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (i) on the date of personal service on the parties; (ii) two days after deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid; (iii) one day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier; or (iv) on the date of transmission if sent by electronic email, facsimile, telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed. Unless otherwise provided in writing, any such notice shall be delivered or addressed to Quest as follows. If to Quest: 9000 Foothills Blvd., Suite 100, Roseville, CA 95747 16.2. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee. 16.3. Entire Agreement. This document, with all exhibits, schedules and addenda, constitutes the entire agreement between the parties, all oral agreements being merged in this document, and supersedes all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of the Agreement that are not fully expressed herein. 16.4. Assignability. The Agreement shall not be assigned by either party without the prior written consent of the other party. 16.5. Waiver. Any of the terms or conditions of the Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall affect or impair the right of the waiving party to require observance, performance, or satisfaction of that term or condition as it applies on a subsequent occasion or of any other term or condition hereof. 16.6. Amendment. The provisions of the Agreement may be modified at any time by agreement of the parties. Any such agreement hereafter made shall be ineffective to modify the Agreement in any respect unless in writing and signed by the parties against whom enforcement of the modification or discharge is sought. 16.7. System Maintenance. In the event that Quest determines that it is necessary to interrupt Services or that there is a potential for Services to be interrupted, Quest will use good faith Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services efforts to notify Client prior to the performance of system maintenance and will attempt in good faith to schedule any regular maintenance during non -peak hours. In no event shall interruption for system maintenance constitute a failure of performance or default by Quest. Client shall not be entitled to any credits and/or refunds for system maintenance/excused outage. 16.8. Order of Precedence. In the event any inconsistency between the provisions of the following documents, the inconsistency shall be resolved by giving precedence in the following order: 16.8.1. The Addendum(s), Work Order(s), Order Form(s) 16.8.2. This Agreement 16.9. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated. 16. 10. Attorneys' Fees. In the event that any party to the Agreement files any petition or institutes litigation, including arbitration, to interpret or enforce the terms of the Agreement, the parties expressly agree that the prevailing party or parties, in addition to any other relief provided by law, will be entitled to such reasonable attorneys' fees and court costs as may be incurred. 16.11.Jurisdiction and Venue. Any legal proceeding by a party to enforce any provision of the Agreement or arising out of the Agreement must be brought in the California Superior Court in the County of Sacramento or the United States Court for the Eastern District of California, as applicable, and each party consents to the jurisdiction of such courts and waives any objection to the venue laid therein. Client and Quest hereby unconditionally and irrevocably waive the right to a jury trial of any claim or cause of action between the parties directly or indirectly relating to the Agreement or the subject matter hereof, any services schedule or the subject matter thereof, or any equipment. The Agreement may be filed as a written consent to a trial without jury by any court. 16.12.Binding Effect. The parties expressly agree that the Agreement is binding on each other's successors, heirs, assigns, beneficiaries, executors, administrators, and trustees. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc. Q-tuesto TECHNOLOGY MANAGEMENT FOR BUSINESS Terms and Conditions Quest Managed Services 16.13.Governing Law. The rights and obligations of the parties and the interpretation and performance of the Agreement shall be governed by the laws of the State of California, excluding its conflicts of rules of law. 16.14.Parties in Interest. Nothing in the Agreement, explicit or implied, is intended to confer any rights or remedies under or by reason of the Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in the Agreement intended to relieve or discharge the obligation or liability of any third person to any party to the Agreement, nor shall any provision give any third person any right of subrogation or action against any party to the Agreement. 16.15.Captions. All paragraph captions are for reference only and shall not be considered in construing this agreement. 16.16.Construction. The Agreement shall not be construed against any party; instead, it shall be construed as though all parties have participated in its drafting. No promises or inducements have been made to the parties to the Agreement. The Agreement is entered into freely and voluntarily. 16.17.Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 17. CHANGES TO TERMS AND CONDITIONS 17.1. Quest may update the Terms and Conditions from time to time. Quest will post the updated Terms and Conditions on its website and update the "last revised" date. If Quest changes the Terms and Conditions in a manner that materially alters the Client's rights or obligations, it will use reasonable efforts to notify the Client of the change. For example, Quest may send a message to the Client Escalation Authority List (or that of its representative), if it has one on file. Quest encourages the Client to review the Terms and Conditions periodically to stay informed about the Services. The Client's continued use of the Service after the revised Terms and Conditions has become effective indicates that the Client has agreed to the current version of the Terms and Conditions. Last revised April 15, 2021 All Rights Reserved. Quest® 2021. Quest® is a registered trademark of Quest Media & Supplies, Inc.