Terms and Conditions

MANTA HEALTHTECH MANAGED SERVICES AGREEMENT

Support Model

MANTA’s Managed IT Services sets itself apart due to its transparent support model which encompasses four distinct teams working closely together to support our client’s technology needs. The team structure ensures Quality Control and Accountability which translates into increased up time and an enhanced end user experience. The MANTA Service overview, shown below, is the basis of the support process. More details regarding Service Level Targets can be found in the Section entitled “Service Level Targets and Escalation Details.”

Support: The Support team is the end user’s interface for all services issues, tickets, change management, etc. This team is comprised of Level I & II engineers staffed at MANTA’s Service Desk or On-Site Field Services Group.

NOC Services: The NOC Services Team is headquartered in MANTA offices and is solely focused on proactive support and service automation. Responsibilities include monitoring, alerting, trending, and backups.

Integration Services: Primarily comprised of Level III engineers and Subject Matter Experts, the Integration Services team is the highest escalation point for any service requests. This team is also focused on emerging technologies and driving efficiencies through technology enhancements.

Technical Account Manager (TAM): TAMs are responsible for overall technical success of the MANTA and client relationship. They focus and manage root cause analysis for recurring service issues and most importantly, they work with the client liaison to make sure IT is aligned with business goals.

Service Offerings

Below are the components that make up the support services provided by MANTA.

Network Security:

MANTA utilizes a ‘defense in depth’ methodology in its approach to network security. This component leverages the expertise of our MANTA Security Division with best of breed manufacturers in firewalls, IPS/IDS, virus protection, remote access VPN, SPAM protection, SOC, and content filtering. Included in this offering:

• Firewall Management
• Virtual Private Network (VPN) support or remote connectivity support

Infrastructure Management:

MANTA manages and maintains the infrastructure including Servers, Storage, LAN, Cloud, and WAN to ensure maximum uptime and reliability in systems. Included in this offering:

• 24/7 monitoring and alerting on all network devices.
• LAN/WAN Support (including interface with telecommunication providers).
• Server & Storage Management – On-premise and Cloud.
• Backup & Restore Management and Remediation.
• Infrastructure Application Support (Exchange, SharePoint, Citrix, VMWare, etc.).
• IP Telephony Support.

End Point Management:

Managing PCs presents a problem for many organizations today. Organizations look to increase employee productivity while securing all data and thus a constant need for upkeep and support on these devices exists. MANTA provides easy, secure, and reliable support of all end point devices on the network. Included in this offering:

• PCs
• Application Support – VPN, VMWare, Exchange, O365, SharePoint, Active Directory.

Strategic Planning:

Many organizations overlook IT investments necessary to support a new offering or expand on their existing business. MANTA’s team of engineers and Technical Account Managers will work hand-in-hand with client to ensure that the IT budget is invested wisely and predictably. Included in this offering:

• Virtual CIO/IT Director role
• Capacity Planning
• Emerging technologies research
• Business Continuity Design and Testing
• Procurement Assistance

Service Level Targets and Escalation Details

The following table shows the target response times for each priority level.

Client Responsibilities

Although MANTA strives to be able to service our client’s entire IT needs, certain responsibilities remain with the client staff. Among those responsibilities is warranty support on all devices under management. Due to the complexity and wide variety of technologies in any environment, it is crucial to keep manufacturer warranties current and with appropriate support levels. Further client responsibilities are as follows:

• Firewall license, manufacturer support and/or warranty
• Router and switch manufacturer warranty (24/7 for core devices and 8×5 NBD for others)
• To notify MANTA of any changes initiated by Client within covered systems
• Antivirus and anti-spyware license and support for non-MANTA licenses
• Backup software license, manufacturer support and/or warranty
• Keeping genuine, licensed, and vendor-supported Server and Desktop Software
• Committing to secure and encrypted wireless data traffic in all offices
• Maintenance and updates of Business Continuity Plan
• Line of Business application support

Excluded Services

Change Requests:

On occasion clients may need an infrastructure change (Major or Minor) that MANTA can quickly resolve. A Change is defined as an Add/Change/Remove to an existing component/environment. Change Requests (any change requests needing less than 5 hours of continuous engineering time) are included in this contract. Examples of Change Requests are as follows:

• Non-major version upgrades to devices under management,
• Remote rollout of software or upgrades,
• Mailbox Migration using existing servers,
• Adding switch ports to a VLAN,
• Service Pack installations,

Requests will be billed based on the resource level needed at the rates listed in the Section entitled “Emergency Support.”

Projects:

On occasion client may need an infrastructure upgrade or project in which MANTA can participate or provide competitive pricing. A Project is defined as a short-term initiative with a defined start and end that produces a unique output (product/service/capability); this includes significant expansion of the current environment. All projects are considered out of scope and billable separate from the monthly contract at an agreed upon fee with a fixed deliverable. Examples include:

• Major software version upgrade (Windows 2019 or Azure migration; Exchange to Microsoft 365 migration, practice management etc.),
• New server or firewall hardware,
• New Datacenter Implementation,
• New Branch Office/Location,
• New VLAN Implementation,
• New PC installation/configuration,
• New Printer installation/configuration,

Emergency Support:

Client may need support for end users on an emergency basis and outside the normal business hours covered by the MANTA Service Desk. This after-hours emergency support will be redirected to the appropriate resources and will be handled on a best effort basis. A MANTA engineer responds to the emergency system 24 hours a day, 7 days a week.

*The standard MANTA “Service Desk” hours of operation for providing the Services are between the hours of Seven (7) a.m. and Seven (7) p.m. CST Monday through Friday, excluding holidays (“Standard Service Desk Hours”). Excluded Services outside the Standard Service Desk Hours are subject to the After-Hours Rate of 1.5x Discounted Rate, WITH A MINIMUM OF 2 HOURS BILLED.

Fees

Monthly services and associated fees are noted monthly on client’s invoice.

Master Terms of Service

1. SERVICES. During the Term (defined below), MANTA will provide Client with the Managed IT Services (“Services”) set forth on the monthly support invoice (“Service Offerings”) and any Excluded Services agreed to by MANTA and Client.

2. DUTIES OF THE PARTIES.

       A. Duties of MANTA agrees to use commercially reasonable efforts to timely deliver and support the Services for Client in accordance with               industry standards.

       B. Duties of Client. Client agrees to (i) timely submit all payments to MANTA at MANTA’s place of business; (ii) provide MANTA with access to         Client’s facilities, including access to Client’s computer systems, according to the Client’s procedures which are provided to MANTA in writing           and in advance, and adequate and suitable facilities and space for MANTA’s personnel to work at the Client’s facility and on such computer               systems. If MANTA determines that the Services require MANTA to remotely access Client’s computer systems, Client agrees that it shall also         provide MANTA with all the information reasonably requested by MANTA for MANTA to remotely access Client’s computer systems. Client is           responsible for keeping computer operating systems current. Client also acknowledges and agrees that the providing of the Services may in             some circumstances result in the disruption of services at Client’s facility or on Client’s computer systems or loss or damage to software or               hardware.

3. PRICING AND PAYMENT.

       A. Pricing. The fees (“Fees”) for Service Offerings are set forth in the Section entitled “Fees.” The hourly rates for Excluded Services agreed to           by MANTA and Client are set forth in the Section entitled “Emergency Support” under “Excluded Services” herein.

       B. Payment. MANTA will invoice the Fees to Client monthly. Payments for all Service Offerings shall be made via ACH or Credit Card and are             due in advance on or before the fifth (5th) day of the applicable month. All Excluded Services provided to Client by MANTA are due upon                     receipt of MANTA’s written invoice(s) for such Excluded Services. MANTA reconciles client accounts regularly and adjusts monthly invoices as         needed. MANTA will have no obligation to perform any services for Client, whether included in this Agreement or otherwise, unless all charges,         fees, and taxes for Services rendered under this agreement have been paid in full by Client when due. In the event of non-payment of any sum           due and owing under this Agreement, MANTA shall have the right to suspend or immediately terminate the providing of all Services, without               notice, and MANTA may determine whether or not to reinstate any Services upon receipt of payment in full of all sums owed. Any payment not         received by MANTA on or before thirty (30) days following the due date shall bear interest from the due date until paid in full at the lesser of               one and percent (1%) per month or the maximum rate allowed by applicable law. MANTA may increase the Fees on January 1 of each year up           to five percent (5%) per year and provide notice to Customer of any Service Fee increase. All amounts shall be payable by Client to MANTA                 without right of setoff, deduction, or demand.

4. TERM AND TERMINATION. This Agreement shall commence on the date executed by Client (“Effective Date”) and shall automatically renew for fixed one-year periods on January 1st of each year following the Effective Date (each a “Renewal Term”), unless either party submits written notice of non-renewal to the other party at least ninety (90) days prior to the start of the next Renewal Term. The initial period from the Effective Date and each Renewal Term are collectively referred to as the “Term”. Client should communicate any service-related concerns to MANTA by emailing clint@mantahealthtech.com.

Either party may terminate this Agreement for good cause if the other party: (i) fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of written notice from the other party, (ii) breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of written notice from the other party, or (iii) terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement, becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy or receivership. Any required notice of breach shall contain sufficient detail to identify and remedy the alleged breach. If Client terminates prior to the end of a Term without good cause, the Client shall pay MANTA all fees due through the expiration of the then-current term. In addition, MANTA may immediately terminate this Agreement upon written notice to Client if Client fails to make any payment to MANTA when due and such failure continues for a period of five (5) business days following written notice of such failure by MANTA to Client.

Immediately upon the expiration or termination of this Agreement, or upon the earlier request of one of the parties, the other party shall (i) return to the other all equipment provided by the other party; and (ii) discontinue the use of and permanently delete from the party’s computer systems any and all of the other party’s software and other computer programs installed or provided by the other party.

5. OWNERSHIP. All materials, including all copyrights, trademarks, logos, and other identifying marks (collectively “Materials”) of each party are and shall remain the exclusive property of that party, and except as otherwise specifically set forth in this Agreement, no license to use such Materials is granted pursuant to this Agreement. Customer grants limited approval to use intellectual property only as needed to deliver services. All Materials are proprietary and may not be reproduced, duplicated Move to client duties, state Manta cannot be held liable for any consequences, breach, interruption of service or disseminated for any purpose. All non-third-party software installed or provided by one of the parties for the other party’s use is proprietary software and the exclusive property of installing party.

6. CONFIDENTIAL INFORMATION.

A. Pursuant to providing the Services, either party may gain access to the other party’s Confidential Information. Each party will adopt commercially reasonable measures to protect the other party’s Confidential Information provided pursuant to this Agreement. For purposes of this Agreement, “Confidential Information” means:

(i) All inventions, processes, designs, trade secrets, formulas and formulations, methods, know-how, samples, test, technology, standard operating procedure and other data, and other information relating to the preclinical, clinical and pharmaceutical development, analysis, regulatory files and correspondence, manufacturing and packaging in whatever form (written, oral, visual, electronic);

(ii) All sales and marketing plans, future plans, business plans, financial information, results of consultancies, contracts, customer lists and relationships, and other information which may be needed to be disclosed by each party to the other in relation to business negotiations in whatever form (written, oral, visual, electronic); and

(iii) Any kind of information identified by one of the parties as Confidential Information.

B. Confidential Information does not include information which: (i) the recipient can demonstrate in writing to be rightfully known to recipient at the time it receives the information; (ii) has become publicly known through no wrongful act of the recipient; (iii) the recipient can demonstrate in writing to have been rightfully received by recipient from a third party authorized to make such communication without restriction; or (iv) has been approved for release by written authorization of the discloser. A recipient may disclose Confidential Information if required by court or government action to be disclosed; provided, however, the recipient must first provide the discloser with reasonable prior, written notice of such disclosure so that the discloser may attempt to prevent such disclosure, and that the Confidential Information shall continue to be treated as Confidential Information for all other purposes.

C. Each party undertakes to hold all Confidential Information in confidence and to use it exclusively for the purposes set forth in this Agreement. Neither party shall, directly or indirectly, make use of the Confidential Information of the other party without the other party’s prior, written consent.

D. MANTA and Client agree, except as otherwise set forth in this Agreement and unless otherwise required by law or compelled by a court of competent jurisdiction, not to disclose to a third party, without the prior written consent of the other party, the Confidential Information, including the terms and/or conditions of this Agreement, including, without limitation, not disclosing or sharing a copy of this Agreement with any third party. MANTA agrees to protect the confidentiality of Client’s Confidential Information provided to MANTA per terms of MANTA’s standard Confidentiality Policy.

7. HIRING OF MANTA’S EMPLOYEES. In the absence of MANTA’s prior written consent, and for a period of twelve (12) months following the expiration or termination of this Agreement, for any reason whatsoever, Client agrees not to hire or engage, directly or indirectly, any person who, at any time during the twelve (12) months immediately preceding such hiring or engagement, was an employee of MANTA employed to perform the Services or other services similar to the Services for any customer of MANTA. MANTA and Client agree that the damages from a breach of this Section would be difficult to ascertain. Therefore, in the event Client breaches this provision, Client agrees to pay MANTA, as liquidated damages and not as a penalty, a sum equal to twenty-four (24) months’ pay for each former employee of MANTA hired by Client, at the rate paid by MANTA for the last full month of such employee’s employment with MANTA. In addition, MANTA shall be entitled to temporary and permanent injunctions to prevent or restrain any such violation of this Section by the Client or its partners, agents, representatives, servants, employers, employees and all persons directly or indirectly acting for or with the Client. These remedies shall be in addition to, and not in limitation of, any other rights or remedies afforded to MANTA under this Agreement or available to MANTA at law or in equity.

8. FORCE MAJEURE. Except for payment obligations, the parties shall not be responsible for failure to render any obligation due to causes beyond its reasonable control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, floods, war, acts of terrorism, delays in transportation, accident, acts of God and other similar occurrences. The obligations and rights of the parties shall be extended on a day-to-day basis for the duration of excusable delay.

9. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally; and (iv) the execution, delivery and performance of this Agreement does not or will not violate or cause a breach or default under (a) the governing corporate or company documents of such party; (b) any agreement, lease, mortgage, license or other contract to which such party is a party; or (c) any law, rule, regulation, order, decree or consent action by which such party is bound or to which it is subject.

10. DISCLAIMER OF WARRANTIES. MANTA DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OF THE SERVICES, THAT THE SERVICES WILL BE FREE FROM INTERRUPTION, THE SERVICES WILL BE SECURE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF CLIENT’S COMPUTER SYSTEMS, OR THAT RESULTS GENERATED BY THE SERVICES WILL BE ERROR-FREE, ACCURATE OR COMPLETE. ALL INFORMATION, MATERIALS AND SERVICES ARE PROVIDED TO CLIENT “AS IS”. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, MANTA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The Services may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this Section shall apply regardless of whether (i) MANTA determines that Client’s computer systems are deemed “secure”, (ii) Client performs such modifications to its computer systems as MANTA reasonably suggests in order for Client’s computer systems to be deemed “secure”, or (iii) otherwise.

11. LIMITATION OF LIABILITY. MANTA WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MANTA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME, OR LOSS OF GOODWILL. CLIENT ACKNOWLEDGES AND AGREES THAT MANTA’S AGGREGATE LIABILITY TO CLIENT FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE OF THE EVENT GIVING RISE TO SUCH DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES.

Client acknowledges that the limitations on liability were specifically bargained for and are acceptable to Client. Client’s willingness to agree to the limitations of liability set forth in this Section was material to MANTA’s decision to enter into this Agreement. The limitations on liability set forth in this Section shall be enforceable to the maximum extent permitted by applicable law.

12. GENERAL TERMS.

A. Entire Agreement. This Agreement is the entire agreement between MANTA and Client and supersedes any prior understandings or written or oral agreements between MANTA and Client with respect to the subject matter of this Agreement.

B. No Waiver. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement.

C. Survival. Client’s obligation to pay for any Services or other services received by MANTA and each of the provisions of Section 3 through 7, and 10 through 14 shall survive the expiration or earlier termination of this Agreement.

D. Severability. Should any one or more of the provisions of this Agreement be deemed to be invalid, illegal, or unenforceable in any respect, such provision will be construed to be adjusted to the minimum extent necessary to cure such invalidity or unenforceability, and the remaining provisions shall not in any way be adversely affected thereby. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement.

E. Exhibits. All exhibits and schedules to this Agreement are true, correct and hereby incorporated by reference herein, and made a part of this Agreement as if fully set forth herein.

F. Assignment. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by MANTA and Client and their successors and permitted assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise specifically agreed to in writing by MANTA and Client. This Agreement and the rights and obligations of the Parties are not assignable without the prior written consent of the other Party. Any attempt by one of the Parties to assign any this Agreement or any right, duty, or obligation which arises under this Agreement, without such consent, will be void.

G. No Third-Party Rights. This Agreement shall not be construed to give any person other than MANTA and the Client any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity.

H. No Authority to Bind. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other.

I. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument.

J. Electronic Updates. The parties reserve the right to maintain a copy of this Agreement in electronic form only and agree that a print-out of such electronic form of this Agreement will be deemed an original for all purposes relating to the enforceability of the terms and conditions of this Agreement. Any amendment must be in writing and executed by both parties. This Agreement and any such amendment shall be deemed accepted and become part of this Agreement (i) by manual or electronic signature, or click-through acceptance by Client, or (ii) fifteen (15) days after the date notice of amendment is emailed to Client, unless Client notifies MANTA that it disputes the amendment within such fifteen (15) day period. The Client must affirmatively opt out, or the amendment takes effect. The updated and current Master Terms of Service will be accessible at https://mantahealthtech.com/terms-and-conditions/

13. NOTICES. All notices required pursuant to this Agreement shall be written and shall be delivered by (i) electronic mail, or (ii) online posting. Each such notice shall be deemed delivered on the date emailed or date published online.

14. DISPUTE RESOLUTION. Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement and/or any Services (each, a “Dispute”) solely pursuant to the terms of this Section.

A. Management Resolution. All Disputes shall first be referred to the parties’ authorized representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their party.

B. Arbitration. If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration (“Arbitration”) in Minnesota administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules.

C. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota (without giving effect to principles of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of Hennepin, Minnesota USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Hennepin, Minnesota USA.

D. Injunctive Relief; Cumulative Remedies. Each party agrees that a violation or breach of any of the ownership or non-disclosure provisions of this Agreement could cause irreparable harm to the non-breaching party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively, or together.