Cloud Service Agreement
Terms & Conditions
The Client and General Informatics, LLC (“Service Provider”) hereby agree as set forth herein below.
Article 1 - Definitions
“Services” / “Agreement”: The performance of professional services including but not limited to computer systems hosting and maintenance, system analysis, software development, personnel training, documentation writing, and general business consulting.
“Server Applications”: Self-contained executable software run in Server memory space, exclusive of desktop software using the server for file-serving only. Complete list in Exhibit D.
“Network Devices”: Gateway, Switches, Routers, Hubs, and Fiber modules required for Client’s LAN/WAN (Exhibit E). Does not include installed cabling or patch panels/cables.
“The System”: Server Hardware, Server Applications, and Network Components collectively (Exhibits C, D, E).
“Monitoring”: Remote observation of availability and performance parameters through system logs, syslogs, WMI, SNMP, etc. Does not include corrective action.
“Maintenance”: Identifying and correcting problems in Windows OS, provided underlying hardware vendor still supports the hardware.
“Management”: Identifying, coordinating, and allocating resources to produce desired results based on best effort. Client-incurred third-party expenses are payable by Client.
“Pro-Active Work”: Work performed toward keeping all systems in the Agreement running optimally.
“Response Time”: Time to register, acknowledge, and schedule a repair.
“Resolution”: A conclusion that may solve a problem, defer to a third party, defer to research status, or recommend revising underlying conditions.
“Disaster Recovery”: Restoring the system to the last good and available backup following server hardware failure, virus strike, patching failure, or network failure. Excludes failures caused by Client or unauthorized third-party tampering.
Article 2 - Relationship of Participants
2.1 Client and Service Provider
Service Provider shall provide the services required under this Agreement. Both parties accept the relationship of trust and confidence established herein.
2.2 Standard of Care
Service Provider covenants to furnish its professional skill and judgment with due care in accordance with generally accepted standards of computer systems maintenance, applicable law, and in cooperation with Client’s in-house IT personnel when available. Service Provider agrees to furnish efficient professional services in a timely and economical manner consistent with the interests of Client.
2.3 Relationship of Service Provider to Other Participants
Service Provider must be the primary provider of technical services included in the Exhibits unless agreed in writing by both parties.
Notwithstanding the foregoing, the following shall not invalidate Service Provider’s SLA obligations: (a) routine tasks performed by Client’s own internal IT staff that do not involve systems within the active SLA scope; and (b) engagement of a third party by Client during a period in which Service Provider has acknowledged an active Priority 1 (P1) incident and has not restored services within the applicable resolution window. Where a third party is engaged by Client outside emergency conditions without Service Provider’s prior written consent, SLA protections shall be suspended only with respect to the specific system or service on which such third party performed work. All other SLA coverage under this Agreement shall remain unaffected.
Article 3 - Services of Service Provider
3.1 Basic Services
Service Provider shall perform the applicable subset of Services described in Exhibit A (“Basic Services”).
3.2 Compliance
Service Provider shall store all Client data in a SOC-compliant facility. Access shall be performed under applicable guidelines by qualified personnel at all times. Active Directory services will be used to control access to system data by authorized users only.
3.3 Services Not Covered / Additional Services
Services not listed in Exhibit B are available as Additional Services at published T&M rates less 10% (Exhibit H). Additional Services on a regular basis require a written amendment. Requests for out-of-scope work must be submitted in writing to the Service Provider’s project manager for review and approval. Substantial scope changes require an updated and approved written scope of work.
Article 4 - Compensation and Payment of Service Provider
4.1 Compensation for Basic Services
Client shall pay Service Provider the fee listed in the approved Purchase Order on the schedule elected in the billing form. Adds, Moves, Changes, or additional requests not covered under the Agreement are charged as Additional Services at published rates less 10%.
4.2 Equipment
For the sale and installation of Hardware and/or Software/Licenses, Client shall remit a down payment of one-half (½) of total Equipment Charges and 100% of any flat-fee installation charges at the time of order.
4.3 Taxes and Shipping
Customer shall be solely responsible for all federal, state, and local sales, use, excise, personal property, and other taxes arising in connection with the Software, Hardware, or Services, excepting only General Informatics’ income taxes. Customer shall pay all shipping and handling charges for delivery of Equipment.
4.4 Reimbursable Expenses
Reimbursable Expenses are in addition to Basic and Additional Services compensation and shall not exceed Service Provider’s cost without prior Client consent. Includes emergency materials and third-party vendor maintenance expenses.
4.5 Annual Adjustment of Support Charges
(A) GI Services Escalation: Commencing on the first anniversary of the Commencement Date, and on each anniversary thereafter, the Yearly Support Charges for services provided directly by General Informatics may be increased by an amount not to exceed the Consumer Price Index for All Urban Consumers (CPI-U) plus three percent per annum. Support Charges shall not be reduced. General Informatics shall provide written notice of any such increase no less than thirty (30) calendar days prior to the effective date.
(B) Third-Party / Microsoft License Pass-Through: For third-party products, cloud subscriptions, or Microsoft licenses included in the Agreement, pricing shall be passed through to Client at the applicable vendor’s then-current rates. General Informatics does not control third-party vendor pricing. Client will be notified promptly upon General Informatics receiving notice of any such pricing change. Microsoft license pricing is governed by Microsoft’s published rates; see Article 17 and the EULT for applicable terms.
4.6 Applications for Payment
Service Provider shall be automatically paid by ACH on a monthly basis or by check on a quarterly basis in advance for Basic Services. Applications for Additional Services shall be submitted monthly. If payment is not received within twenty (20) days of the invoiced date, a billing charge at the rate of one and one-half percent (1.5%) per month (18% per annum) will be applied to undisputed outstanding balances. This charge is not a penalty but a reasonable estimate of collection costs. Service Provider retains the right to discontinue support Services if any undisputed payment is not made within thirty (30) days after due. In the case of TotalCARE™+Cloud services, Service Provider-owned equipment will not be supported following non-payment and Client may forfeit use of such equipment. Service Provider, after written notice, may delete Client’s data from its Cloud servers; provided that such data deletion shall apply only to undisputed unpaid balances and shall not be triggered by amounts that are subject to a good-faith billing dispute as described in Section 4.7.
4.7 Payments and Billing Disputes
Client shall pay all undisputed invoice amounts within twenty (20) days of receipt. If Client disputes any amount, Client shall provide written notice within thirty (30) calendar days of the invoice date, describing the disputed amount with supporting documentation. Disputed amounts do not accrue late charges until resolved. Amounts resolved in Company’s favor are payable within five (5) days of resolution. Amounts resolved in Client’s favor are credited to Client’s next invoice. Any invoice not disputed within thirty (30) days is considered final.
4.8 Withholding of Payments
No deductions shall be made from amounts payable to Service Provider on account of any penalty, liquidated damages, or retainage; provided that Client may withhold amounts that are the subject of a bona fide dispute.20
Article 5 - Changes in Basic Services and Additional Compensation
5.1 Client Changes
Client may in writing request changes in Basic Services limited to the number of users or devices within the Agreement. Service Provider shall notify Client within 30 days of any action that would increase or decrease compensation. Decreases are capped at 5% per annum and 10% total over the contract term.
5.2 Additional Compensation
Service Provider shall be entitled to additional compensation when scope or duration of Basic Services is temporarily increased through no fault of Service Provider, payable within thirty (30) days.
5.3 Changes in Basic Services
Changes in the nature of Basic Services require a written amendment. Changes only in the number of devices or users automatically adjust the contract in proportion; Client will be billed accordingly in the next billing cycle.
5.4 Training
Training is provided as described in Exhibit A. Initial training must be used within ninety (90) days of monitoring software installation. Additional training is available at then-current per-diem rates.
Article 6 - The Client
6.1 Responsibilities of the Client
6.1.1 Purchase or provide replacements or upgrades recommended by Service Provider. Failure to do so absolves Service Provider of any obligation to achieve the desired result.
6.1.2 Not add hardware or software without written consent of Service Provider. Exhibits C, D, and E constitute the complete lists of covered hardware and software.
6.1.3 Restrict physical and logical access to On-Site equipment to Service Provider’s qualified technicians. Intrusion or tampering by Client employees or other vendors relieves Service Provider of responsibility for data loss or system downtime.
6.1.4 Acknowledge that uptime warranties depend on availability of spare parts as recommended by Service Provider.
6.1.5 Allow Service Provider to set up and maintain a Remote Administration/VPN connection with administrative privileges.
6.1.6 Be solely responsible for backups of historic data beyond the 30-day restore window, unless otherwise stated in the SOW.
6.1.7 Be solely responsible for workstation backups unless stated in the SOW.
6.1.8 Comply with all software licensing and copyright laws on desktops and laptops.
6.1.9 Be solely responsible for security and inventory of all Client hardware and software.
6.1.10 Notify Service Provider in advance of major system changes and plan for any required downtime.
6.1.11 Be solely responsible for maintaining hardware or software not covered under Exhibits C, D, and E.
6.1.12 Be responsible for internet connectivity, VPN, cabling, environmental control, and electrical service.
6.1.13 Provide adequate workspace, parking, and telephone use for Service Provider personnel on site.
6.1.14 Client will not employ, contract with, or otherwise engage any current or former employees, contractors, or consultants provided by or through Service Provider to perform IT or related functions currently performed by Service Provider for a period of two (2) years after the agreed-upon termination date. A ‘provided by or through Service Provider’ individual means any person who performed work on Client’s account on behalf of Service Provider, whether as an employee, independent contractor, or subcontractor. The six-month cooling-off period referenced in prior versions of this Agreement is removed. Breach of this Section constitutes irreparable harm entitling Service Provider to pursue any remedy deemed reasonable, including demand for the balance of the contract or twelve (12) months of contract fees for all services, whichever is greater.
6.1.15 Consult with Service Provider before purchasing or attaching any equipment to the managed network. Failure may relieve Service Provider of responsibility for loss of functionality.
Article 7 - Warranty
7.1 Limited Warranty
Subject to Client’s compliance, General Informatics warrants that every effort will be made to keep the Network Components, Server Hardware, and Server Applications fully operational during normal office working hours for the duration of this Agreement, barring failures requiring equipment replacement or caused by Client’s partner vendors or in-house staff. Response time is guided by the Response Goal in Exhibit A. Resolution time is based on best effort. General Informatics does not warrant error-free performance or uninterrupted operation.
7.2 Disclaimer of Equipment and Third-Party Software Warranties
CLIENT ACKNOWLEDGES THAT GENERAL INFORMATICS DOES NOT MANUFACTURE HARDWARE OR SOFTWARE. TO THE EXTENT ASSIGNABLE, GENERAL INFORMATICS ASSIGNS TO CLIENT ALL MANUFACTURER WARRANTIES. GENERAL INFORMATICS DISCLAIMS ALL WARRANTIES WITH REGARD TO THIRD-PARTY SOFTWARE AND DOES NOT ASSUME LIABILITY FOR LOSS OF DATA. GENERAL INFORMATICS STRONGLY RECOMMENDS CLIENT OBTAIN DATA INSURANCE.
7.3 Disclaimer of Warranties
OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 7, GENERAL INFORMATICS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Article 8 - Limited Liability
8.1 Limit of Liability
GENERAL INFORMATICS’ LIABILITY TO CLIENT UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE AMOUNTS ACTUALLY PAID TO GENERAL INFORMATICS FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT RESULTING IN LIABILITY. THIS LIMITATION IS CUMULATIVE. CLIENT HEREBY RELEASES GENERAL INFORMATICS FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION SHALL NOT APPLY TO CLAIMS ARISING FROM GENERAL INFORMATICS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COMPETENT ARBITRATOR OR COURT OF COMPETENT JURISDICTION. NOTHING IN THIS SECTION SHALL LIMIT CLIENT’S OBLIGATION TO PAY AMOUNTS DUE UNDER SECTION 4.
8.2 No Liability for Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOST REVENUE, LOSS OF USE, LOSS OF TECHNOLOGY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH EQUIPMENT, SERVICES, OR THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
8.3 Time Limit on Claims
NO ACTION ARISING OUT OF ANY CLAIMED BREACH OF THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
Article 9 - Indemnity
9.1 Mutual Indemnification
9.1.1 Each Party agrees to indemnify, defend, and hold harmless the other Party and its employees, agents, and representatives from and against any and all claims, demands, suits, and damages arising out of or resulting from the negligent or wrongful acts or omissions of the indemnifying Party or any party for whose acts or omissions the indemnifying Party is responsible. Neither Party shall be indemnified by the other for its own negligence or willful misconduct.
9.1.2 Neither party shall be responsible for delays or failures in performance resulting from acts beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, government regulations, fire, communication or power failures, earthquakes, or natural disasters.
Article 1o - Term and Termination
10.1 Effective Date and Term
This Agreement shall be effective commencing upon the Effective Date for a minimum duration of three (3) years and shall continue thereafter for successive twelve (12) month Renewal Terms, unless earlier terminated as provided herein. The ‘Commencement Date’ means the first day of the next month following the date on which monitoring software has been installed and services are actively being delivered to Client. Notwithstanding the foregoing, if a delay in service delivery is caused by Client’s failure to provide required access, cooperation, information, or approvals, and such delay extends beyond one hundred twenty (120) calendar days from the Agreement execution date, the Commencement Date shall be deemed to have occurred on the one hundred twenty-first (121st) day and billing obligations shall commence accordingly. A ‘Contract Year’ means each successive twelve-month period commencing on the Commencement Date.
10.2 Elective Termination
Either Party may terminate this Agreement at the end of any Contract Year upon written notice no less than sixty (60) days prior to the end of such Contract Year. This Agreement may not be terminated for convenience by Client during the contract term. If Client wishes to terminate prior to the Contract End Date for any reason other than material breach by Service Provider, Client agrees to remit a lump sum payment equal to one hundred percent (100%) of the remaining monthly fees for the then-current term. This amount represents liquidated damages and is not a penalty. No offboarding surcharge shall apply in addition to this amount. This provision applies equally during any Renewal Term.
10.3 Default
A non-defaulting Party may terminate this Agreement immediately upon written notice if any of the following events of default occur:
10.3.1 Client fails to make timely payment of all amounts due within thirty (30) days after the date on which any payment shall become due and payable.
10.3.2 A Party materially breaches this Agreement and such breach is incapable of cure or has not been cured within thirty (30) days following written notice.
10.3.3 Service Provider repeatedly fails to perform core duties; specifically server downtime or interruption in email services exceeding 1% annually, or failure to restore data from backup.
10.3.4 A Party becomes insolvent or adjudicated bankrupt; or any insolvency action is not dismissed within sixty (60) days; or a Party makes an assignment for the benefit of creditors.
10.4 Rights and Obligations on Termination
10.4.1 Termination rights are not exclusive of other remedies. All rights regarding defaults are cumulative.
10.4.2 Termination shall not release either Party from debts, obligations, or liabilities accrued prior to termination.
10.5 Injunctive Relief
In the event Client breaches or threatens to breach any listed provision, General Informatics shall be entitled to injunctive relief without the requirement of posting a bond. Client acknowledges that actual damages would be difficult to ascertain.
10.6 Force Majeure
Neither party shall be liable for failure to perform obligations under this Agreement due to acts of God, nature, federal, state, or local government action, war, civil disturbance, labor disputes or shortages, or any other cause beyond the party’s reasonable control; provided this Section does not apply to Client’s obligation to make payments due.
Article 11 - Additional Provisions
11.1 Confidentiality
Each Party acknowledges that all material and information obtained in connection with this Agreement is confidential and proprietary. Both Parties agree to hold such material in strictest confidence and use it solely for performance of this Agreement. These obligations shall survive the termination or expiration of this Agreement for a period of two (2) years.
11.2 Gramm-Leach-Bliley Act
To the extent that any information obtained by Service Provider constitutes ‘nonpublic personal information’ as defined in the Gramm-Leach-Bliley Act of 1999 (‘GLBA’), Service Provider agrees not to disclose or use such data other than to carry out the purpose of this Agreement and in compliance with the GLBA and all regulations issued thereunder. Service Provider shall maintain appropriate technical and organizational measures to protect such information.
11.3 Security Incident Notification
In the event of an actual or reasonably suspected unauthorized access to, acquisition of, or disclosure of Client’s confidential information or personal data (‘Security Incident’), Service Provider shall notify Client without unreasonable delay, and in no event later than sixty (60) calendar days after discovery. Where applicable law requires notification to a governmental authority or affected individuals, Service Provider shall make such notification within seventy-two (72) hours of discovery. Notification shall include a description of the nature of the incident, categories of data affected, and measures taken or proposed to address the incident.
11.4 Notices
All notices shall be in writing. Notices by registered or certified mail are deemed received on the fifth day after mailing. Notices by facsimile or email are deemed received upon delivery confirmation.
Notice to Service Provider: General Informatics, LLC | 1 Smart Way | Baton Rouge, Louisiana 70810 | Attn: Legal | Email: Legal@GenInf.com
11.5 Non-Solicitation — See Section 6.1.14.
11.6 Assignment
Neither Party may assign its rights or obligations under this Agreement without prior written consent of the other Party, not to be unreasonably withheld. Either Party may assign without consent to an affiliate or successor in interest by merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. Written notice of any assignment is required no less than thirty (30) days prior.
11.7 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted assigns. No third party rights are created.
11.8 Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations. Order of precedence: (1) executed Service Order or Quote, (2) exhibits and schedules thereto, (3) this Cloud Service Agreement. No amendment is binding unless in writing and signed by both Parties.
11.9 Governing Law; Dispute Resolution; Attorney’s Fees
This Agreement shall be governed by the laws of the State of Louisiana, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be submitted to and resolved by binding arbitration administered by the American Arbitration Association (‘AAA’) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Baton Rouge, Louisiana before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. This obligation to arbitrate applies equally to both Parties. The prevailing Party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing Party.
11.10 Successors; Validity; No-Waiver
This Agreement is binding upon and inures to the benefit of the Parties and their permitted assigns. If any provision is found invalid, the remainder continues in full force. Failure to enforce any provision does not constitute a waiver.
11.11 Survival
The following provisions survive termination or expiration: Section 4 (Compensation and Payment), Article 8 (Limited Liability), Article 9 (Indemnity), Section 11.1 (Confidentiality), Section 11.2 (GLBA), Section 11.3 (Security Incident Notification), Section 11.9 (Governing Law), Section 6.1.14 (Non-Solicitation), Article 14 (Data Ownership), Article 15 (HIPAA/BAA), Article 17 (SPLA/EULT Disclosure).
Article 12 - Insurance
12.1 Service Provider Insurance
General Informatics shall maintain appropriate commercial general liability, professional liability (E&O), and other insurance coverage reasonably sufficient to cover its obligations under this Agreement. Such insurance does not extend to Client’s business operations, Client-owned systems, or Client data, and shall not be construed as providing cyber liability coverage for Client.
12.2 Client Insurance
Client is strongly encouraged to maintain appropriate insurance coverage for its own business operations, including cyber liability, E&O, and business interruption insurance. General Informatics’ insurance does not extend to cover cyber risks, data loss, or business interruption losses experienced by Client. Client is solely responsible for contracting its own insurance coverage.
Article 13 - Subcontractors
13.1
General Informatics may engage subcontractors and third-party consultants in the delivery of Services. Upon Client’s written request, General Informatics shall disclose the identity of any subcontractor with access to Client’s systems, data, or facilities.
13.2
All subcontractors engaged by General Informatics shall be bound by data protection, confidentiality, and security obligations no less protective than those in this Agreement. General Informatics shall remain primarily liable to Client for the acts and omissions of its subcontractors to the same extent as if General Informatics had performed the work directly.
Article 14 - Data Ownership
14.1 Ownership
All data, records, files, and information created, uploaded, stored, or processed by Client through the Services (‘Client Data’) shall remain the sole and exclusive property of Client at all times, regardless of where hosted or stored. General Informatics acquires no ownership interest in Client Data by virtue of this Agreement.
14.2 Data Retrieval
Client is responsible for retrieving its own data. General Informatics shall provide Client with reasonable access to Client Data during the term and for thirty (30) days following termination or expiration, subject to the account being in good standing with respect to undisputed balances. Specific data export or migration services, if required, may be contracted separately and are not included in the Basic Services.
14.3 Data Deletion
General Informatics shall not delete, destroy, or render inaccessible any Client Data in response to a payment dispute unless and until the disputed amount has been resolved and confirmed as an undisputed balance owing. Data deletion for non-payment applies only to undisputed unpaid balances. General Informatics shall provide no less than thirty (30) days prior written notice before deleting any Client Data.
Article 15 - HIPAA / Business Associate Agreement
15.1
If Client creates, receives, maintains, or transmits Protected Health Information (‘PHI’) as defined under HIPAA, Client and General Informatics shall execute a Business Associate Agreement (‘BAA’) prior to any PHI being stored, processed, or transmitted through General Informatics’ systems. General Informatics shall have no obligation to receive or process PHI in the absence of a fully executed BAA.
15.2
Client represents and warrants that it will not upload, transmit, or provide PHI to General Informatics without a fully executed BAA. Client shall indemnify General Informatics for any damages, fines, or penalties arising from Client’s breach of this Section.
Article 16 - Credential Access and Transition Cooperation
16.1
Upon termination or expiration of this Agreement, General Informatics shall not withhold, restrict, or deny access to administrative credentials, system documentation, run books, or configuration data as a condition of transition cooperation, except to the extent that an undisputed outstanding balance remains unpaid.
16.2
If any portion of an outstanding balance is subject to a good-faith billing dispute under Section 4.7, General Informatics shall provide transition cooperation, credential access, and documentation delivery with respect to that disputed amount and shall not condition such cooperation on payment of the disputed amount pending resolution.
16.3
Transition cooperation shall include, at a minimum, provision of administrative credentials for Client-owned accounts and systems and reasonable cooperation with a successor service provider for no less than thirty (30) days following the effective date of termination.
Article 17 - Microsoft SPLA Licensing and End User License Terms (EULT)
17.1 SPLA Model Disclosure
General Informatics provides certain Microsoft software products as part of its hosted services under a Microsoft Service Provider License Agreement (‘SPLA’). Under SPLA, General Informatics holds the Microsoft licenses and sublicenses Client’s right to access and use such software as part of the hosted service. Client acknowledges that it does not hold a direct Microsoft license for software delivered under this model.
17.2 End User License Terms (EULT) — Incorporated by Reference
Client’s use of any Microsoft Licensed Products provided by General Informatics is governed by the End User License Terms (‘EULT’) published by General Informatics at geninf.com/eult (‘EULT’), which is incorporated into this Agreement by reference. The current version is General Informatics MS SPLA EULT v1.3 (Revised 2025). THE FOLLOWING TERMS AND CONDITIONS IN THE EULT ARE ISSUED BY MICROSOFT AND ARE NON-NEGOTIABLE. GENERAL INFORMATICS DOES NOT HAVE AUTHORITY TO VARY, ALTER, OR AMEND THEM. Client must review, acknowledge, and comply with the EULT as a condition of accessing any Microsoft Licensed Products. The EULT may be updated from time to time to reflect Microsoft’s then-current requirements; General Informatics will provide 30 days’ notice of material EULT changes.
17.3 Key EULT Provisions — Summary
The EULT governs the following (full text at geninf.com/eult): (a) Ownership of Licensed Products remains with Microsoft; (b) Client may not reverse engineer, decompile, or disassemble Licensed Products; (c) Client may not rent, lease, lend, pledge, or transfer Licensed Products to any third party; (d) Client must comply with all copyright, trademark, and anti-piracy requirements; (e) Client must destroy all copies of Licensed Products upon termination; (f) Use of Redistribution Software requires compliance with SPUR terms provided by General Informatics; (g) Client may not deploy or transfer Licensed Products to public cloud infrastructure without express written authorization from General Informatics; (h) Client consents to General Informatics providing account information to Microsoft as required under the SPLA; (i) Any warranties, liability, and remedies with respect to Licensed Products are provided solely by General Informatics, not by Microsoft.
17.4 Service Provider Use Rights (SPUR)
Client’s use of Microsoft Licensed Products is further governed by Microsoft’s Service Provider Use Rights (SPUR) applicable to General Informatics’ SPLA. These use rights govern how hosted software may be used, including requirements related to dedicated vs. shared infrastructure, eligible products, and data residency. General Informatics will provide SPUR guidance upon Client’s written request.
17.5 License Non-Portability
Client acknowledges that Microsoft licenses delivered under SPLA are non-portable. Upon termination of this Agreement or of General Informatics’ SPLA relationship with Microsoft, Client’s rights to use Microsoft Licensed Products under the SPLA model will cease. Client will be required to independently acquire equivalent Microsoft licenses. General Informatics strongly recommends Client plan for this contingency as part of its IT continuity and exit planning.
17.6 SPLA Termination Notice
In the event that General Informatics’ SPLA relationship with Microsoft is terminated, suspended, or materially altered in a manner that would affect Client’s access to Microsoft Licensed Products, General Informatics shall provide Client no less than sixty (60) days’ prior written notice, where such notice is within General Informatics’ control.
17.7 Liability for EULT Breach
In addition to any liability to General Informatics, Client acknowledges that it may be directly legally responsible to Microsoft for breach of the EULT terms and conditions, as stated in Section 16 of the EULT.
Updated May 2026
- 24×7 Availability Monitoring & Alerting of Server on critical issues such as: Availability, Application, CPU, Memory, Paging File, Disk, MS Exchange, Backup and Critical Events in event logs.
- Daily incremental Backup of data and retention for up to 30 days. Additional archiving available on a T&M basis.
- Drive Space Monitoring – notification if space gets less than 10%, Daily Back-up & Anti-Virus checks
- Troubleshooting of Server OS issues
- User and Computer Administration – Adding, deleting, disabling of users and computer accounts on the server. Password setup and changes, policies and lock out management. Permission and File system access management.
- Email Mailbox management – creating email addresses, managing distribution list etc.
- Security Patch Management – monitor and installation of security patches @ critical level and white listed on a regular basis for MS Windows.
- Antivirus installation and definition updates on a daily basis and prevention and restoration in event of an epidemic.
- Service pack updates – All Microsoft OS and Application level Service pack updates and installations for Windows, MS Exchange and MS SQL.
- Complete Network maintenance including all switches (firewalls or vpn on a T&M basis )
- Domain management, e.g. www.xyz.com – renewals and registrations and DNS management.
- Annual scheduled UPS Tests
- Vendor Management – Helping Client, alerting, raising tickets and recommendations.
- Access to General Informatics Help-Desk Portal to track, service requests, invoices, and user administration. Wellness Visits every 6 months by Account Manager.
- Maintain current documentation of network, applications and overall setup with equipment configurations.
- Virtual CIO for strategic consultations, budgeting, and annual technology Plan
SLA:
Helpdesk & Support Availability: Office Hours – 8am to 5pm weekdays. After Office hours Emergency Support available on a T&M basis.
Response Goals: Respond within 1 hour 95% of the time, Resolution plan within 8 hours 90% of the time, Resolved within 72 hours 90% of the time.
*Resolution may be delayed if Customer fails to carry out any of its obligations, causes delays due to lack of response or no known solutions are available and the issue requires research.
**SLA goals metrics applicable after first 180 days of service ‘stabilization days’
DESKTOP support services to be performed by Service Provider
- Anti-Virus Software and Spyware Removal software provided by General Informatics (Client must enable content filtering on edge devices)
- Daily update of virus signatures and deployment. Basic Spyware Removal and daily Temp. File Deletion & PC Cleaning for online PCs
- Operating System Security Patch deployment & management
- Desktop Monitoring for Hard drive SMART predictive failure, space monitoring and critical events
- Remote Telephone based Helpdesk support and Basic remote troubleshooting. On site remediation on T&M basis.
- Any On-Demand work performed after normal business hours UNLESS AGREED TO BY BOTH PARTIES.
- Setup of new equipment -computers, servers, and installation of new software programs.
- Services performed to help integrate new data connections (T1, cable etc), phone connections, new networking equipment or services.
- Parts, equipment, or assistance with LOB software not covered by vendor/manufacturer warranty or support.
- The cost of any Software, Licensing, or Software Renewal, parts, equipment, or shipping charges of any kind.
- The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
- The cost to bring Client’s environment up to minimum standards required for Services, initially.
- Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
- Service and repair made necessary by the alteration or modification of equipment/network or introduction of other devices in network, such as copiers, pbx, security cameras etc. that are not authorized by Service Provider , including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider .
- Maintenance of Applications software packages, configuration of user settings whether acquired from Service Provider or any other source unless as specified in Exhibit D.
- Programming (modification or creation of software code) and program (software) maintenance unless specified in a separate addendum.
- Training Services of any kind or Services performed at remote locations (including residence) other than official addresses on file.
Please refer to the signed order for listing and details.
Windows 2012/2016/2029/2022 NOS with following services:
File Server Print Server Simple TCP/IP Services Certificate Services COM+ Event System Disk Management Service Distributed File System Distributed Link Tracking Client Distributed Link Tracking Server Distributed Transaction Coordinator DNS Server File Replication Service IPSEC Policy Agent Kerberos Key Distribution Center | License Logging Service DHCP Server Browser Services Distributed Transaction Controller Directory Replicator Task Scheduling Print Spooler Protected Storage Remote Access Connection Manager PERC Services PPTP Routing Services UPS Service |
MS Exchange Server
Single Site Configurations
SMTP Connectors
Information Store
MTA Stacks
Routing Engine
System Attendant
MS Internet Information Server
FTP Publishing Service
IIS Admin Service
Internet Support
ODBC Support
Intranet
Anti-Virus Suite
—
Please refer to any additional applications approved and initialed under the software inventory list as developed during the system Assessment.
Please refer to the approved and initialed devices in the asset inventory list as developed during the system Assessment or maintained in the Service Provider database system under configuration.
General Informatics guarantees in the event of a hardware failure, an OS security exploitation, or a server-side virus infection Client will not be billed for the labor required to restore the server to the point provided by the last good and available backup Furthermore, the Client reserves the right to request that the disaster recovery service be delivered during business hours, nights, and/or weekends. General Informatics will attempt to the best of its available resources to meet the Client’s scheduling requests. The time required to perform the recovery could depend upon a number of factors and thus cannot be guaranteed.
Hardware Failure –warranty coverage from hardware vendor. For example: Dell will get system back to a C: prompt, General Informatics will take the rest of the way at no cost.
OS Security Exploitation – If the OS goes down due to vulnerability exploit, General Informatics will bring it back up – at no cost.
Virus Infection – If the server is exploited by a virus and goes down – General Informatics will bring it back up, at no cost.
Disaster Recovery Qualifications
In order to qualify for TotalCARE™ Disaster Recovery Coverage, Any Client provided hardware must comply with the following requirements:
- Server hardware is under current warranty coverage from Dell, HP, or IBM or a third party
- Server operating system is Windows Server 2012 or newer
- Client network is protected by a hardware-based firewall with content filtering from Cisco, SonicWALL, Checkpoint, or and is running the latest firmware or Microsoft ISA/TMG.
- Server file-system and email-system (if applicable) is protected by licensed and up-to-date virus protection software from McAfee/ TrendMicro./ Symantec/ General Informatics
- Server is connected to a working and tested UPS
- Server is ONLY administered by General Informatics personnel
- Recovery coverage assumes data integrity on the client’s backup media. General Informatics does not guarantee the integrity of the backups or the data stored on the backup media. Under this coverage General Informatics will restore the server to the point of the last successful backup. If the server or its applications require additional configuration beyond the data provided by the latest backup, General Informatics will bill this portion at its standard Time and Materials rates if possible.
- Client provides all Software installation media and key codes in the event of a failure
Disaster Recovery Service Exclusions
General Informatics reserves the right to bill for labor incurred during a server recovery if circumstances surrounding the Client’s server failure meet the following codifications in whole or in part:
- Client fails to adhere to all of the requirements outlined in the above “Qualifications” section
- Environmental failure events that render hardware unusable
- Force Majeure events beyond General Informatics reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disaster, and national emergency.
- Client overriding contractor’s professional recommendations and acting or instructing Service Provider to act otherwise as deemed fit by the Client.
- Any act or omission on the part of any third party other than General Informatics.
(Totals depends on devices/users under management. Initial total fee detailed in Agreement Order separately)
| Work Role | Rate | TotalCARE™ Rate (@ 10% discount) |
| Associate Engineer | $125 | 112.50 |
| Systems Engineer | $150 | 135.00 |
| Senior Engineer | $175 | 157.50 |
| Project Manager | $150 | 135.00 |
| Solutions Architect | $275 | 247.50 |
| Principal Consultant | $275 | 247.50 |
| Application Developer | $175 | 157.50 |
| Web Developer | $125 | 112.50 |
| Work Type | Billed Separately Under TotalCARE™ | Multiplier | Minimum Time | TotalCARE™ Minimum Time |
| TotalCARE proactive work per issue | No | n/a | 15 min | |
| Travel | Yes | 0.5 | 30 min | 15 min |
| TotalCARE phone/email user support | No (Billed for advanced support) | 30 min | 15 min | |
| T&M Work performed remotely | Yes | 60 min | 15 min | |
| T&M Work performed on-site | Yes | 2 hrs | 60 min | |
| After-Hours | Yes | 1.5 | 2 hrs | 60 min |
| Holidays | Yes | 2 | 2 hrs | 60 min |
Support Request is Received either through email to support@geninf.com or through a Service Ticket from Client portal – Client Support
- Trouble Ticket is Created
- Issue is Identified and documented in Help Desk system – Response is sent.
- Issue is qualified to determine at what level of support it can be resolved. The ticket is assigned and scheduled as per the priority flag and availability of engineer.
If issue can be resolved through Tier 1 Support:
Level 1 Resolution – issue is worked to successful resolution
Quality Control –Issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system
If issue cannot be resolved through Tier 1 Support:
Issue is escalated to Tier 2 Support
Issue is qualified to determine if it can be resolved by Tier 2 Support
Resolution Plan is created
If issue can be resolved through Tier 2 Support:
Level 2 Resolution – issue is worked to successful resolution
Quality Control –Issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system.
If issue cannot be resolved through Tier 2 Support:
Issue is escalated to Tier 3 Support
Issue is qualified to determine if it can be resolved through Tier 3 Support.
If issue can be resolved through Tier 3 Support:
Level 3 Resolution – issue is worked to successful resolution
Quality Control –Issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system.
If issue cannot be resolved through Tier 3 Support:
Issue is escalated to Onsite Support
Issue is qualified to determine if it can be resolved through Onsite Support.
If issue can be resolved through Onsite Support:
Onsite Resolution – issue is worked to successful resolution
Quality Control –Issue is verified to be resolved to Client’s satisfaction
Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system.
If issue cannot be resolved through Onsite Support:
I.T. Manager Decision Point – request is updated with complete details of all activity performed, request may take longer and is often referred to vendor or external specialist
Exceptional handling in resolution
If information is needed – Ticket is marked ‘Waiting for Client’
An email is sent to the ticket owner requesting information.
If a response is not received within 5 days from the Client, a notice is sent to the Client to respond within 3 days
Trouble Ticket is closed, if no response from Client.
Waiting on external entities
If waiting on parts or other Vendor – Ticket is marked ‘Waiting for parts’
An email is sent to the ticket owner about the status.
Once a ticket is complete, owner is emailed and given an opportunity to review the resolution for 24 hrs. Tickets are then marked closed.
Owner can re-open the ticket from the Client portal.
REPORT: An executive report (owner level one page graphical information) and a detailed report (showing various detailed data, performance measures, etc.) will be sent to the primary contact for the client via email.
SURVEY: A short survey would be sent every month, to client who gives the client an opportunity to provide regular feedback and voice any concern regarding quality of service
INVOICING: Two invoices, first for the TotalCARE™ services for the month and a T&M invoice for the T&M services for the previous month would be sent once a month. Payment is due as per the terms or before the end of the month.
- Standard terms applicable to all Service Levels outlined herein:
Definitions
- “Claim” means a claim submitted by Customer to General Informatics pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.
- “Customer” refers to the organization that has signed a volume licensing agreement (“Agreement”) under which it has purchased TotalCARE™ Cloud Services from General Informatics.
- “Customer Support” means the services by which General Informatics may provide assistance to Customer to resolve issues with the Services.
- “Incident” means any set of circumstances resulting in a failure to meet a Service Level.
- “Microsoft” and “General Informatics” means the Microsoft entity, and General Informatics entity that you signed your Agreement with.
- “Service” or “Services” refers to the Microsoft Exchange Online service provided to Customer pursuant to the Agreement.
- “Service Credit” is the percentage of the monthly service fees for the Service that is credited to Customer for a validated Claim.
- “Service Level” means standards General Informatics and Microsoft agree to adhere to and by which it measures the level of service it provides as specifically set forth below.
Service Credit Claims
- General Informatics provides this SLA subject to the following terms. These terms will be fixed for the duration of the initial term of the subscription. If a subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term. Customer can review the most current version of the SLA and related terms at any time by visiting https://geninf.com/cloudterms/
- In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified Customer Support of the Incident, using the procedures set forth by General Informatics, within five business days following the Incident.
- To submit a Claim, Customer must contact Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incidents, the number of affected users and the locations of such users and any attempts made by Customer to resolve the Incident.
- In order for General Informatics to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by the end of the month following the month in which the Incident which is the subject of the Claim occurs.
- General Informatics will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.
Configuration Requirements and Acceptable Use
- Customers must adhere to any required configurations, use supported platforms, and follow any policies for acceptable use found at http://go.microsoft.com/fwlink/?LinkId=128855 in order to make Claims.
SLA Exclusions
- This SLA and any applicable Service Levels do not apply to any performance or availability issues:
- Due to factors outside General Informatics’ reasonable control;
- That resulted from Customer’s or third party hardware or software;
- That resulted from actions or inactions of Customer or third parties;
- Caused by Customer’s use of the Service after General Informatics or Microsoft advised Customer to modify its use of the Service, if Customer did not modified its use as advised;
- During scheduled downtime; or
- During beta and trial Services (as determined by General Informatics).
Service Credits
- The amount and method of calculation of Service Credits is described below in connection with each Service Level description.
- Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.
- The Service Credits awarded in any calendar month shall not, under any circumstance, exceed Customer’s monthly Service fees.
- For Services purchased as part of a suite, the Service Credit will be based on the pro-rata portion of the cost of the Service, as determined by General Informatics and Microsoft in its reasonable discretion.
- Service Levels
Monthly Uptime Service Level
Definitions
- “Downtime” is defined as any period of time when end users are unable to send or receive email with Outlook Web Access.” Downtime does not include the period of time when the Service is not available as a result of: (i) Scheduled Downtime or scheduled network, hardware, or Service maintenance or upgrades; or (ii) the acts or omissions of Customer or Customer’s employees, agents, Service Provider s, or vendors, or anyone gaining access to General Informatics or Microsoft’s network by means of Customer’s passwords or equipment.
- “Scheduled Downtime” is defined as those times where General Informatics or Microsoft notifies Customer of periods of Downtime at least five days prior to the commencement of such Downtime. Scheduled Downtime of fewer than 10 hours per calendar year is not considered Downtime for purposes of this SLA.
- “Monthly Uptime Percentage” for a specific Customer is calculated by taking the total number of minutes in a calendar month multiplied by the total number of licensed users minus the total number of minutes of Downtime experienced by all users in a given calendar month, all divided by the total number of minutes in that calendar month multiplied by the total number of users. This is reflected in the following formula:
(Total number of minutes in a month x Total number of users – Total minutes of downtime experientced by all users in that month ) ÷ (Total number of minutes in a month x Total number of users)
Uptime Service Levels
| Monthly Uptime Percentage | Service Credit |
| < 99.9% | 5% |
| < 99% | 10% |
| < 90% | 100% |