CLIENT SERVICES & SUPPORT RATES AGREEMENT

This letter will confirm the terms of our agreement under which Nautalex Business Services Inc. (“Nautalex”) will provide further consulting services to the person or entity signing below as the Customer (“you” or “Customer”).

Nautalex will perform the services detailed in the Statement of Services and Deliverables attached hereto as Annex “A” (the “Services”).

The Services will be performed starting on the date shown in the signature blocks below (the “Agreed by Date”) and provided for one year from date of deployment starting at the beginning of the calendar month in which services are deployed by the Nautalex personnel listed in Annex “B”.

The place or places where the Services will be performed shall be:  any Customer locations in Ontario; and Nautalex Business Services, 35 Water Street South, Cambridge, ON.

For and in consideration of the Services, Customer agrees to pay the fees (“Fees”) calculated on a time and materials basis at the rates set out in the Annex “B” attached hereto, plus all applicable taxes. If further Services are required after the estimated completion date set forth above, Nautalex will provide such Services on a time and materials basis at the rates set out above until December 31, 2015 or at the rates otherwise agreed to by Customer and Nautalex in writing.  In addition, Customer will pay Services-related charges for materials and all reasonable actual travel, living and accommodation expenses pre-approved by Customer and documented by receipts (“Reimbursable Expenses”). Nautalex will invoice the Fees and Reimbursable Expenses semi-monthly as services are rendered or upon completion of the Services, whichever is earlier. Customer agrees to pay the invoice issued hereunder within 30 days from the date of the invoice. Customer further agrees to pay interest on any overdue amounts at the rate of 12% per annum.

Nautalex warrants for a period of thirty (30) days from the completion of the Services that the Services will be of professional quality consistent with generally accepted industry standards and practices and that any Deliverables forming part of the Services will conform to the written specifications for same expressly agreed to by Customer and Nautalex. The foregoing warranty is in lieu of all other warranties, express or implied, and will be conclusively deemed to be satisfied unless Customer notifies Nautalex in writing of any warranty-related deficiencies within the said period. Should Nautalex be in breach of this warranty, Customer’s exclusive remedy and Nautalex’s entire liability shall be the re-performance of the Services.  If Nautalex is unable to re-perform the Services as warranted, Customer shall be entitled to recover the Fees paid for the deficient Services.

Customer and Nautalex agree that their respective rights and obligations are limited to the express undertakings set forth herein and that there are no warranties of Nautalex other than those expressly set out above. Neither party shall be liable to the other regardless of the form of action, whether based on contract, tort, negligence, breach of warranty or otherwise, for any special, consequential or indirect damages including but not limited to loss of revenue, profits, data or use thereof and neither party’s liability to the other party arising from or in any way related to the Services or Deliverables shall exceed the total amount paid by Customer to Nautalex for the specific Service or Deliverable associated with such liability.

Customer will allow Nautalex personnel full and complete access to the area(s) where Services are to be performed subject to compliance by Nautalex personnel of Customer’s reasonable security procedures. Customer will also provide Nautalex with all necessary cooperation, information, equipment, data and support that may be reasonably required by Nautalex in order to perform its obligations hereunder.

Each of Customer and Nautalex covenants to keep the confidential information of the other which is designated as confidential in confidence. Each shall take reasonable steps to ensure such confidentiality is maintained by its employees and contractors.

This letter contains the entire agreement between Customer and Nautalex. The terms and conditions of any purchase order issued by Customer shall be superseded in their entirety by the terms contained in this letter agreement.  Any amendment to this agreement will only be valid if set out in writing and signed by the parties.

Nautalex or Customer may, for any reason, cancel this agreement by notice in writing sent by facsimile or hand delivered to the other providing 60 Days notice of cancellation. Customer agrees to pay Nautalex for work performed, valid expenses incurred and materials provided by Nautalex for or to Customer and invoiced by Nautalex to the end of the notice period

We appreciate your business and look forward to working with you on many projects.

Annex “A” 

STATEMENT OF SERVICES AND DELIVERABLES

Nautalex’s Virtual CIO/CTO 

While the role of the CIO/CTO is becoming ever more critical with the fast and constant change in the IT Landscape, many small and medium size businesses do not have a CIO/CTO or cannot justify the cost of having a full time CIO/CTO to fill the gap between executive management and Information Technology.

As a Virtual CIO/CTO, we analyze your processes and methodologies, manage projects, work with vendors and give you an experienced eye to assess technical capabilities. We are your CIO/CTO when you need one and a phone call away when you don’t.

  • Full IT Assessment - A full evaluation of the current state of your technology and processes
  • IT Systems and Risk Auditing - An overall assessment of your systems and you may be exposed to risks
  • New Technology Deployment - We can help you begin using cloud, mobile, business intelligence, social media, and other new technologies.
  • Project Management Support - Making sure your projects are planned and successfully executed
  • Team Building - Strategic guidance with hiring, training, and growing
  • Disaster Recovery Strategy - Making sure you are protected if a disaster happens.
  • Vendor Management - Evaluation of vendors and managing successful implementations
  • Troubleshooting - Sometimes you need another expert viewpoint to solve difficult issues

Implementation Services

  • User Side Setup of Hosted Servers
  • Computer Reconfigurations
  • Desktop support
  • Remote desktop & server support
  • Hands & Eyes for offsite IT Department

IT Management and Support Services

  • Provide ongoing IT management and support services at the Customer premises as may be needed and requested by the Customer from time to time.

Annex “B”

FEES, REIMBURSABLE EXPENSES AND PAYMENT TERMS

A.          Posted Rates

          (i)  Rates (Posted Rates as of December 2017)

           Desktop Services: $125.00 per hour (Min 2 hours per ticket, not including travel) 

           Remote Desktop Services: $125.00 per hour (Min 3/4 hours per ticket)

           AD / Server / Exchange Services: $140.00 per hour (Min 2 hours per ticket, not including travel)

           Security Services: $140.00 per hour (Min 2 hours per ticket, not including travel)

           Project Management: $150.00 per hour (Min 2 hours per ticket, not including travel)

           Virtual CIO Services: $180.00 per hour (Min 2 hours per ticket, not including travel)

               VIP Posted Rates

          (i)  Rates (Posted Rates as of December 2017)

           VIP Desktop Services: $120.00 per hour (Min 1 hours per ticket, not including travel) 

           VIP Remote Desktop Services: $120.00 per hour (Min 3/4 hours per ticket)

           VIP AD / Server / Exchange Services: $135.00 per hour (Min 1 hours per ticket, not including travel)

           VIP Security Services: $135.00 per hour (Min 1 hours per ticket, not including travel)

          VIP Project Management: $145.00 per hour (Min 1 hours per ticket, not including travel)

          VIP Virtual CIO Services: $175.00 per hour (Min 1 hours per ticket, not including travel)

 B.            REIMBURSABLE EXPENSES PAYABLE

          Travel: Within Waterloo Region and Brant County: No Charge

                              Outside of Waterloo Region & Brant County: Billed hourly from Nautalex to client site at ½ of the Contracted Rate

               Other Expenses:  As Incurred

C.            PAYMENT TERMS OR SCHEDULE

                                Due upon receipt