Scout Networks
Master Services Agreement
This Master Services Agreement (the "Agreement") is between Kloudpipe INC dba Scout Networks, a Kentucky corporation with offices located at 13010 Eastgate Park Way, Suite 104, Louisville, KY 40223 (“us”, “we”, “Scout”), and you, the entity who electronically signs this document in the signature block below ("you" or "Client"). This Agreement is effective as of the latest date of signatures of the parties below ("Effective Date").

1) SCOPE OF WORK (SOW) - This is a master agreement that covers all services that we perform, as well as any licenses or products that we sell or re-sell to you (collectively "Services"). The Services will be described in one or more proposals, quotes, or statements of work that we provide to you (each a "SOW"). Once agreed to by you and Scout Networks (either through manual signature or electronic acceptance), the SOW will become a part of, and governed under, the terms of this Agreement.


a) System - For the purposes of this Agreement, “System” means, collectively, any computer network, computer system or device installed, maintained, monitored, or operated by us pursuant to a SOW.
b) Requirements – All software on the System must be genuine and licensed, and you agree to provide us with proof of such licensing upon our request. If we require you to implement certain minimum hardware or software requirements in a SOW (“Minimum Requirements”), you agree to do so as an ongoing requirement of us providing our Services to you.
c) Maintenance; Updates - If patches and other software-related maintenance updates (“Updates”) are provided under a SOW, we will install the Updates only if we have determined, in our reasonable discretion, that the Updates will be compatible with the configuration of the System and materially beneficial to the features or functionality of the affected software or hardware. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Update.
d) Advice; Instructions - From time to time, we may provide you with specific advice and directions related to the Services (For example, our advice or directions may include increasing the System’s server or hard drive capacity or replacing obsolete equipment). You are strongly advised to promptly follow our advice which, depending on the situation, may require you to make additional purchases or investments in the System or the environment in which the System is maintained, at your sole cost. We cannot be responsible for any problems or issues (such as System downtime or security-related issues) caused by your failure to promptly follow our advice. If, in our discretion, your failure to follow or implement our advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow Scout Networks’ advice or directions, or your unauthorized modification of the System, as well as any services required to bring the System up to or maintain the Minimum Requirements, are out-of-scope and not covered under any SOW.
e) Prioritization - All Services will be performed on a schedule, and in a prioritized manner, as determined by Scout Networks.
f) Authorized Contacts – Scout Networks will be entitled to rely on any directions or consent provided by your personnel or representatives who are authorized in a SOW to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified in an applicable SOW, then your Authorized Contact will be the person(s) (i) who signed this Agreement, and/or (ii) who signed the applicable SOW.

3) EXCLUSIONS – Our pricing contained in this quote does not include:
a) Stopping and starting work based on client request
b) Moves, Adds and Changes
c) Freight and shipping
d) Work hours other than Monday through Friday 8am to 5pm EST unless specified in SOW
e) Electrical work, surface raceway, conduit installation or power poles
f) Lift rental

4) FEES; PAYMENT - You agree to pay the fees described in each SOW. If the SOW does not include a fee schedule, then you agree to pay us on an hourly basis pursuant to our then-current standard hourly rate schedule.a) Schedule - Unless otherwise stated in a SOW, all undisputed fees will be due and payable in accordance to the terms outlined in the quote. If applicable, payments made by ACH will be deducted from your designated bank account on the first business day of the month in which the Services are to be provided. Payment may be made by check made payable to Scout Networks, or by Visa, MasterCard or American Express (a 3% credit card processing fee will be added to the invoice amount).b) Late Payment – Scout Networks may, at its option, assess a late fee on any payments to Scout that are more than fifteen (15) calendar days past due at a rate of three percent (3%) of the total amount payable, calculated, and payable monthly, or the highest amount allowed by law. We reserve the right, but not the obligation, to suspend part or all the Services without prior notice to you if any portion of undisputed fees are not timely received by us, and monthly or recurring charges shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. A re-connect fee may be charged to you if we suspend the Services due to your nonpayment. Time is of the essence in the performance of all payment obligations by you.

5) ACCESS - You hereby grant to Scout Networks the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System, on a 24x7x365 basis, for the purpose of enabling us to provide the Services. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for Scout to provide Services to the System and, if applicable, at your designated premises, both physically and virtually. Proper and safe environmental conditions must always be provided and assured by you. Scout Networks shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non-industry standard efforts to achieve.


a) Hardware / Software Purchased Through Scout Networks - Unless otherwise stated in a SOW, all hardware, software, peripherals, or accessories purchased through Scout Networks (“Third Party Products”) are nonrefundable once the applicable purchase order is placed in Scout Networks’ queue for delivery. We will use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commitments (if any) for the Third-Party Products to you, but will have no liability whatsoever for the quality, functionality, or operability of any Third-Party Products, and we will not be held liable as an insurer or guarantor of the performance, uptime or usefulness of any Third-Party Products. Unless otherwise expressly stated in a SOW, all Third-Party Products are provided “as is” and without any warranty whatsoever as between Scout Networks and you (including but not limited to implied warranties).
b) Liability Limitations - This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of this Agreement. You acknowledge and agree that Scout Networks would not enter into this Agreement unless it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Scout Networks), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below) shall not be limited by the foregoing limitation. Except for your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to ScoutNetworks for the specific Service upon which the applicable claim(s) is/are based during the six (6) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

7) INDEMNIFICATION - Each party (an “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (an “Indemnified Party”) harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the Indemnifying Party’s breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such Page 3 of 7 counsel shall be retained at the Indemnifying Party’s sole cost, and (ii) the Indemnified Party’s counsel shall be the ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld.

8) TERM; TERMINATION - This Agreement begins on the Effective Date and continues until terminated as described in this Agreement. Each SOW will have its own term and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SOW. The termination of one SOW shall not, by itself, cause the termination of (or otherwise impact) this Agreement or the status or progress of any other SOW between the parties.

a) Termination Without Cause - Unless otherwise agreed by the parties in writing or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, a SOW is in progress. In addition, no party will terminate a SOW without cause prior to the SOW’s natural expiration date. Notwithstanding the foregoing, if Scout Networks decides to cease providing a service to all of its customers generally, then Scout Networks may terminate an applicable SOW without cause by providing no less than one hundred and twenty (120) days prior written notice to you. If you terminate a SOW without cause and without Scout Networks’ consent, then you will be responsible for paying the termination fee described in Section 7(b), below. If no SOW is in progress, then either party may terminate this Agreement without cause by providing the other party with five (5) days prior written notice.
b) Termination For Cause - In the event that one party (a “Defaulting Party”) commits a material breach under a SOW or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SOW (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party. If Scout Networks terminates this Agreement or any SOW For Cause, or if you terminate any SOW without cause prior to such SOW’s expiration date, then Scout Networks shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to Scout Networks had this Agreement or SOW (as applicable) remained in effect. If you terminate this Agreement or a SOW For Cause (defined below), then you will be responsible for paying only for those Services that were properly delivered and accepted by you up to the effective date of termination.
c) Client Activity As A Basis for Termination - In the event that (i) any Client-supplied equipment, hardware or software, or any action undertaken by you, causes the System or any part of the System to malfunction consequently requiring remediation by Scout Networks on three (3) occasions or more (“System Malfunction”), and if under those circumstances, you fail to remedy, repair or replace the System Malfunction as directed by us (or you fail to cease the activity causing the System Malfunction, as applicable), or (ii) you or any of your staff, personnel, contractors, or representatives engage in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then Scout Networks will have the right, upon ten (10) days prior written notice to you, to terminate this Agreement or the applicable SOW For Cause or, at our discretion and if applicable, amend the applicable SOW to eliminate from coverage any System Malfunction or any equipment or software causing the System Malfunction.
d) Consent - You and we may mutually consent, in writing, to terminate a SOW or this Agreement at any time.
e) Equipment / Software Removal - Upon termination of this Agreement or applicable SOW for any reason, you will provide us with access, during normal business hours, to your premises or any other locations at which Scout Networks-owned equipment or software (collectively, “Scout Networks Equipment”) is located to enable us to remove all Scout Networks Equipment from the premises. If you fail or refuse to grant Scout Networks access as described herein, or if any of the Scout Networks Equipment is missing, broken or damaged (normal wear and tear excepted) or any of Scout Networks-supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of any and all missing or damaged items.
f) Transition; Deletion of Data - In the event that you request Scout Networks’ assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to Scout Networks providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in a SOW, we will have no obligation to store or maintain any Client data in our possession or control beyond fifteen (15) calendar days following the termination of this Agreement. We will be held harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, our deletion of your data beyond that timeframe.


a) Response - We warrant and represent that we will provide the Services, and respond to any notification received by us of any error, outage, alarm or alert pertaining to the System, in the manner and within the time period(s) designated in an applicable SOW (“Response Time”), except for (i) those periods of time covered under the Onboarding Exception (defined below), or (ii) periods of delay caused by Client-Side Downtime (defined below), Vendor-Side Downtime (defined below) or (iii) periods in which we are required to suspend the Services to protect the security or integrity of your System or our equipment or network, or (iv) delays caused by a force majeure event.
i) Scheduled Downtime - For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by us but which will not occur between the hours of 9:00 AM and 5:00 PM EST (or EDT, as applicable), Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to our network. We will use our best efforts to provide you with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.
ii) Client-Side Downtime - We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by your actions or omissions (“Client-Side Downtime”).
iii) Vendor-Side Downtime - We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by third party service providers, third party licensors, or “upstream” service or product vendors.
iv) Remedies; Limitations - Except for the Onboarding Exception, if we fail to meet our service level commitment in a given calendar month and if, under such circumstances, our failure is not due to your activities, omissions, or inactivity, then upon receiving your written request for credit, we will issue you a pro-rated credit in an amount equal to the period of time of the outage and/or service failure. All requests for credit must be made by you no later than forty-five (45) days after you either (i) report the outage or service failure to us, or (ii) if applicable, receive a monthly report showing the outage and/or failure. The remedies contained in this paragraph and in Section 7(b) are in lieu of (and are to the exclusion of) any and all other remedies that might otherwise be available to you for our failure to meet any service level commitment during the term of this Agreement.

b) Onboarding Exception - You acknowledge and agree that for the first thirty (30) days following the commencement date of a SOW, the Response Time commitments described in this Agreement will not apply to us, it being understood that there may be unanticipated downtime or delays due to our initial startup activities with you (the “Onboarding Exception”).


a) Defined - For the purposes of this Agreement, Confidential Information means any and all non-public information provided to us by you, including but not limited to your customer data, customer lists, internal documents, and related information. Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of Scout Networks, (ii) was developed independently by us, or (iii) is or was lawfully and independently provided to us prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
b) Use - We will keep your Confidential Information confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by you in writing, or (ii) as needed to fulfill our obligations under this Agreement.
c) Due Care - We will exercise the same degree of care with respect to the Confidential Information we receive from you as we normally take to safeguard and preserve our own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.
d) Compelled Disclosure - If we are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, or similar process) to disclose any of the Confidential Information, we will immediately notify you in writing of such requirement so that you may seek a protective order or other appropriate remedy and/or waive our compliance with the provisions of this Section 9. We will use its best efforts, at your expense, to obtain or assist you in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, we may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that we have been advised, by written opinion from our counsel, that we are legally compelled to disclose.


a) EULAs - Portions of the Services may require you to accept the terms of one or more third party end user license agreements (“EULAs”). If the acceptance of a EULA is required to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. You agree to be bound by the terms of such EULAs and will look only to the applicable third-party provider for the enforcement of the terms of such EULAs. If, while providing the Services, we are required to comply Page 5 of 7 with a third-party EULA and the third-party EULA is modified or amended, we reserve the right to modify or amend any applicable SOW with you to ensure our continued compliance with the terms of the third-party EULA.
b) Third Party Services - Portions of the Services may be acquired from, or rely upon the services of, third party manufacturers or providers, such as data hosting services, domain registration services, and data backup/recovery services (“Third Party Service”). Not all Third-Party Services may be expressly identified as such in a SOW, and at all times we reserve the right to utilize the services of any third-party provider or to change third party providers in its sole discretion if the change does not materially diminish the Services to be provided to you under a SOW. We will not be responsible, and will be held harmless by you, for the failure of any third-party provider or manufacturer to provide Third Party Services to Scout Networks or to you.
c) Data Loss - Under no circumstances will we be responsible for any data lost, corrupted or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption-related issues), or (iii) our failure to backup or secure data from portions of the System that were not expressly designated in the applicable SOW as requiring backup or recovery services. Unless expressly stated in a SOW, we do not warrant or guarantee that any maintained storage device or functionality, data backup device or functionality, or load balancing functionality will operate in an error-free manner.
d) BYOD - You hereby represent and warrant that we are authorized to access all devices, peripherals and/or computer processing units, including mobile devices (such as notebook computers, smart phones, and tablet computers) that are connected to the System, regardless of whether such device(s) are owned, leased, or otherwise controlled by you. Scout Networks will not be obligated to provide the Services to any mobile device or temporarily connected device unless that obligation is specifically stated in an applicable SOW. Further, unlessotherwise stated in a SOW, devices will not receive or benefit from the Services while the devices are detached from, or unconnected to, the System.

12) OWNERSHIP - Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights, and other intellectual property owned or licensed by such party (“Intellectual Property”), and nothing in this Agreement or any SOW shall be deemed to convey or grant any ownership rights or goodwill in one party’s Intellectual Property to the other party.

13) ARBITRATION - Any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before one arbitrator to be mutually agreed upon by the parties. The arbitration shall be administered and conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). In the event of any inconsistency between the Rules and the procedures set forth below, the procedures set forth below will control. The arbitrator will be experienced in contract, intellectual property, and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in the venue described in Section 13, below. The arbitrator shall determine the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. The cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.


a) Disclosure - You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services (or the results thereof), to any government or regulatory authority. You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services.
b) Security - You understand and agree that no security solution is one hundred percent effective, and any security paradigm may be circumvented and/or rendered ineffective by certain malware, such as certain ransomware or rootkits that were unknown to the malware prevention industry at the time of infection, and/or which are purposely or intentionally downloaded or installed onto your System. We do not warrant or guarantee that all malware will be capable of being detected, avoided, quarantined, or removed, or that any data deleted, corrupted, or encrypted by such malware (“Impacted Data”) will be recoverable. Unless otherwise expressly stated in a SOW, the recovery of Impacted Data is not included in the scope of a SOW.
c) Assignment - Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of our business, or any other transaction in which ownership of more than fifty percent (50%) of our voting securities are transferred; provided, however, that such assignee expressly assumes our obligations hereunder.
d) Amendment - Unless otherwise expressly permitted under this Agreement, no amendment or modification of this Agreement or any SOW will be valid or binding upon the parties unless such amendment or modification is originated in writing by Page 6 of 7 Scout Networks, specifically refers to this Agreement or the SOW being amended and is accepted in writing by one of your Authorized Contacts.
e) Time Limitations - The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of this Agreement or any SOW (except for issues of nonpayment by Client) must be commenced within six (6) months after the cause of action accrues or the action is forever barred.
f) Severability - If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility, or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any SOW will be valid and enforceable to the fullest extent permitted by applicable law.
g) Other Terms - We will not be bound by any terms or conditions printed on any purchase order, invoice, memorandum, or other written communication supplied by you unless such terms or conditions are incorporated into a duly executed SOW, or unless we have expressly acknowledged the other terms and, thereafter, expressly and specifically accepted such other terms in writing.
h) No Waiver - The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences.
i) Merger - This Agreement, together with any and all SOWs, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement, or statement of intention has been made by either party which is not embodied herein. Any document that is not expressly and specifically incorporated into this Agreement or SOW will act only to provide illustrations or descriptions of Services to be provided and will not modify this Agreement or provide binding contractual language between the parties. We will not be bound by any of our agents’ or employees’ representations, promises or inducements if they are not explicitly set forth in this Agreement.
j) Force Majeure - Neither party will be liable to the other party for delays or failures to perform its obligations under this Agreement or any SOW because of circumstances beyond such party’s reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by the other party, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or antimalware software, and acts of God.
k) Non-Solicitation - You acknowledge and agree that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, you will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of Scout Networks’ employees or subcontractors to discontinue or reduce the scope of their business relationship with Scout Networks, or recruit, solicit or otherwise influence any employee or agent of Scout Networks to discontinue such employment or agency relationship with Scout Networks. In the event that you violate the terms of the restrictive covenants in this Section 13(j), you acknowledge and agree that the damages to Scout Networks would be difficult or impracticable to determine, and you agree that in such event, as Scout Networks’ sole and exclusive remedy therefore, you will pay Scout Networks as liquidated damages and not as a penalty an amount equal to fifty percent (50%) percent of that employee or subcontractor’s first year of base salary with you (including any signing bonus). In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to any of our employees by you will be deemed to be a material breach of this Agreement, in which event we shall have the right, but not the obligation, to terminate this Agreement or any then-current SOW immediately For Cause.
l) Survival - The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full.
m) Insurance - Scout Networks and you will each maintain, at each party’s own expense, all insurance reasonably required in connection with this Agreement or any SOW, including but not limited to, workers compensation and general liability. We agree to maintain a general liability policy with a limit not less than $1,000,000 per occurrence. All insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the other party by certified mail.
n) Governing Law; Venue - This Agreement and any SOW will be governed by, and construed according to, the laws of the state of Kentucky. You hereby irrevocably consent to the exclusive jurisdiction and venue of Jefferson County, Kentucky, for any and all claims and causes of action arising from or related to this Agreement.
o) Business Day - If any time period set forth in this Agreement expires on a day other than a business day in Jefferson County, Kentucky, such period will be extended to and through the next succeeding business day in Jefferson County, Kentucky.
p) Notices; Writing Requirement - Where notice is required to be provided to a party under this Agreement, such notice may be sent by U.S. mail, overnight courier, fax or email as follows: notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receiptrequested, postage prepaid, or one (1) day following delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by fax or email. Notice sent by email will be sufficient only if (i) the sender emails the notice to the last known email address of the recipient, and (ii) the sender includes itself in the “cc” portion of the email and preserves the email until such time that it is acknowledged by the recipient. Notwithstanding the foregoing, any notice from you to Scout Networks regarding (a) any alleged breach of this Agreement by Scout Networks, or (b) any request for indemnification, or (c) any notice of termination of this Agreement or any SOW, must be delivered to Scout Networks either by U.S. mail or fax, unless such requirement is expressly and specifically waived by Scout Networks. All electronic documents and communications between the parties will satisfy any “writing” requirement under this Agreement.
q) Independent Contractor - Scout Networks is an independent contractor, and is not your employer, employee, partner, or affiliate.
r) Subcontractors - Generally, we do not utilize subcontractors for to perform onsite services; however, should we elect to subcontract a portion of those services, we will guarantee the work as if we performed the subcontracted work ourselves.
s) Counterparts - The parties intend to sign, accept, and deliver this Agreement, SOW, or any amendment in any number of counterparts, and each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement. Each party may sign, accept, and deliver this Agreement, any SOW, or any amendment electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving party will be entitled to rely upon the apparent integrity and authenticity of the other party’s signature for all purposes.


TERM OF THE AGREEMENT - This Agreement between Client and Scout Networks, hereinafter referred to as Service Provider, effective upon the date signed, shall remain in force for a period of 36 months. If the number of users increase or decrease the client agrees to pro-rated charge or credit. The Service Agreement automatically renews for a subsequent 12 Month term beginning on the day immediately following the end of the Initial Term, unless either party gives the other (30) days prior written notice of its intent not to renew.

This Agreement may be terminated by the Client upon (60) days written notice if the Service Provider: (A) 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 such written notice, (B) Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice, (C) Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

Either party may terminate without cause, upon sixty (60) days written notice to the other party, to terminate this Agreement.

If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance

It is understood that any services requested by the client that fall outside of the terms of this Agreement will be considered Projects to be quoted and billed separately.

TAXES -It is understood that any Federal, State, or Local Taxes applicable shall be added to each invoice for materials rendered under this Agreement. The client shall pay any such taxes unless a valid exemption certificate is furnished to the Service Provider for the state of use.

COVERAGE - Based on Service Level chosen by Client, Scout will provide Help Desk staff based within our offices 5 days a week until all open service requests are closed. Remote Help Desk and management of Client’s IT network will be provided to the Client by Service Provider through remote means between the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays. Network Monitoring Services will be provided 24/7/365. All services qualifying under these conditions, as well as services that fall outside this scope will fall under the provisions of this agreement. Hardware costs, parts, consumables of any kind are not covered under the terms of this Agreement. Service Level Priority for all Service Ticket requests are set by Client upon creation, whether through contact by phone, email at or through the Client Portal at Any emergency requests for service outside of normal Help Desk operational hours will be billed separately.

SUPPORT & ESCALATION - Service Provider will respond to Client’s Service Tickets under the provisions with best effort after hours or on holidays. Service Tickets may be opened by Client’s designated IT contact person by phone or email to our Help Desk at Each call will be assigned a Service Ticket number for tracking.SERVICE

OUTSIDE NORMAL WORKING HOURS - Emergency services performed outside of the hours of 8:00 am –5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions as outlined above.

SERVICE CALLS WHERE NO TROUBLE IS FOUND - If Client requests onsite service and no problem is found or cannot be reproduced, and Scout incurs charges from a third party, Client shall be billed at the current applicable rates.

· Hardware/System Support - Service Provider shall provide support of all hardware and systems specified provided that such hardware is covered under a currently active Vendor Support Contract; or replaceable parts are readily available, and all software is genuine, currently licensed, and vendor-supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should third party vendor support charges be incurred to resolve any issues, these will be passed on to the Client upon receiving the Client’s authorization to incur them.
· Virus Recovery for Current, Licensed Antivirus Protected Systems - Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution.
· Monitoring Services - Service Provider will provide ongoing monitoring and security services for all critical devices. Should a problem be discovered during monitoring, the Service Provider shall make every attempt to rectify the condition in a timely manner through remote means.

MINIMUM STANDARDS REQUIRED FOR SERVICES - For Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met:
· All Servers with Microsoft Windows Operating Systems must be running Windows 2012 Server or later and have all the latest Microsoft Service Packs and Critical Updates installed.
· All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 10 PRO or later, must have a “business class” operating system and have all the latest Microsoft Service Packs and critical updates installed.
· All server and desktop software must be genuine, licensed, and vendor supported.
· The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.
· All wireless data traffic in the environment must be facilitated through the local WAN only.Costs required to bring Client’s environment up to these minimum standards are not included in this Agreement. Should these minimum standards not be present upon execution of this agreement, Client agrees to implement minimum standards within 90 days of the execution of this agreement and hereby understands all support in the interim is best effort.

Costs required to bring Client’s environment up to these minimum standards are not included in this Agreement. Should these minimum standards not be present upon execution of this agreement, Client agrees to implement minimum standards within 90 days of the execution of this agreement and hereby understands all support in the interim is best effort.

EXCLUDED SERVICES - Service rendered under this Agreement does not include:
1. Parts, equipment, or software not covered by vendor/manufacturer warranty or support.
2. The cost of any parts, equipment, or shipping charges of any kind.
3. The cost of any software, licensing, or software renewal or upgrade fees of any kind.
4. The cost of any third-party vendor or manufacturer support or incident fees of any kind.
5. New hardware set up and configuration
6. The cost to bring the Client's environment up to the minimum standards required for services.
7. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
8. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider including alterations, software installations, or modifications of equipment made by Client’s employees or anyone other than Service Provider.
9. Maintenance of applications software packages, whether acquired from Service Provider or any other source unless as specified in Appendix B.

CONFIDENTIALITY - Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.

MISCELLANEOUS - This Agreement shall be governed by the laws of the State of Kentucky. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment listed in the attached. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client. Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

ACCEPTANCE OF SERVICE AGREEMENT - This Service Agreement covers only those services and equipment listed in this agreement and attached current inventory list provided. The Service Provider must deem acceptable any equipment/services requested by Client to be added to this Agreement after the effective date. The addition of equipment/services not listed in attached at the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the Client’s monthly charges


CHANGE ORDERS - Change orders, as part of an open project, will be invoiced upon delivery and are due upon receipt. All other project payment terms apply.

MOVES, ADS, CHANGES or any other time and material (T&M) service work outside the original scope of work, not covered by manufactures, warranty, extended warranty or Managed Service contract are due and payable upon receipt.

CUSTOMER CONSTRUCTION DELAY - Scout requires a 24-hour cancellation notice prior to the start of a project or scheduled service call if for any reason the work cannot be performed and/or should any item under the customer’s responsibility section of the proposal not be completed. In such a case, the Customer agrees to pay for the full day of all resources assigned to the project at the standard published rate for the assigned skill sets. This includes, but is not limited to, delays caused by construction builds, computer problems when Scout is not the computer vendor, wiring delays by vendors other than Scout and access to workspace or locations that are required to complete the scope of work.

Scout will in good faith deliver the products and services within the time specified but will not be liable for any delay in delivery or failure to deliver caused by unavailability of materials, strike, client, other trades, labor related difficulties, government interferences or force majeure.

Unless otherwise stated in the quote or proposal the price is a fixed bid to procure and provide materials listed in the deliverables section and the professional services listed in the scope of work and will be honored for 10 days. All hardware and/ or material costs are subject to change without notice if accepted after 10 days from the date of the proposal and/ or quotation. Any price increases or changes in costs by the hardware manufacturers or distributor will be passed along to the client in the final invoice. Client agrees to re-reimburse Scout all cost associated with any request to re-quote any proposal that has extended past 30 days of the date on the cover of any proposal. Shipping and tax are not included unless otherwise stated. Scout may need to modify, change, add, upgrade, or eliminate certain parts as listed in the original scope of work to deliver a working solution, at no additional charge so long as the proposal was signed within 10 days of the date on the cover and all payments have been made according to the terms and conditions.

Any modifications and/or requested changes initiated by the Client will be an additional cost and may require a signed change order by both the client and Scout Networks before work can continue. Changes include additional materials, labor hours, and /or resources required performing a request not listed on the original scope of work. Lack of proper instruction or information from the client that causes delays or requires additional labor hours will be documented and submitted as a change order.

The client shall notify Scout of any schedule change or delay. Failure to provide 24-hour notice will result in all planned resources that cannot be redeployed will be billed at Scout current published rates. Client will provide accessibility to all work areas that affect the serviceability of equipment and installation project. Delays caused by access difficulties may result in additional billable time. Any delays will immediately be brought to the client’s attention. The client is responsible for ensuring all closets, furniture, passageways, access points, conduits and designated pathways are clear and accessible. All time on-site associated with moving any obstruction will be billable at Scout’s current published rates.

WARRANTY - All components, materials, computer hardware, presentation equipment and any other technological solution carry the manufacturer's warranty. All claims for defective equipment and/or performance will be filed with the appropriate manufacturer.

All products carry the Manufacturer's Warranty unless otherwise stated. Scout’s sole obligation shall be as a dealer under the Manufacturer's Warranty and shall not be liable for any delay in the honoring of the warranty, including any indirect, incidental, or consequential damages which may arise. Scout accepts defective goods returned pursuant to the warranties only as Manufacturer's authorized dealer as allowed. DISCLAIMER OF WARRANTY, THE MANUFACTURER'S WARRANTIES ARE IN LIEU OF, AND BUYER WAIVES, ALL OTHER WARRANTIES. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Scout warrants all labor services to be free of workmanship defects for a period of 1 year from the date that the work is performed. In the event a warranty service call is made but no labor or material defect is found, Scout will invoice a standard hourly rate for the service call. Scout will repair any defects, which are a direct result of labor workmanship at no cost during the first year. If the manufacturer does not reimburse labor cost for repair work and the product has been installed and all invoices associated including late fees, have been paid in, Scout extends a 90-day product installation warranty on labor. All warranty repair work is valid only during normal business hours M-F, 8am to 5pm EST. Act of God and Client caused damages or issues are not covered under the warranty.