1. Relationship of Parties. HOG is an independent contractor of the Customer. There is no employee/employer relationship created between the Parties by this Agreement. Contractors and/or subcontractors retained by HOG for the purposes of providing service under the terms of this Agreement will be covered by the same terms set forth in this Agreement.
2. Payment. Customer agrees to pay HOG for retained services monthly, in advance, as specified in Fees and Billing. These fees are nonrefundable. Terms are Net 30 for service invoicing, while all products are COD. Customer must maintain a history of timely payments in order to maintain access to Net terms.
3. Term and Termination. This Agreement shall commence upon the first of the month following signing and terminate at the exhaustion of one year (the “Termination Date”). Renewal of the Agreement may occur at any time, either before or after the Termination Date, subject to the terms and conditions in force at that time. In the absence of any such explicit renewal, or of termination, this Agreement shall renew on an annual basis.
4. Early Termination. In the event that either party believes that the other party has materially breached this Agreement, such party shall notify the breaching party in writing. The breaching party will have 30 days from the receipt of notice to cure the alleged breach and notify the other party in writing that the cure has been affected. If the breach is not cured within 30 days, the non-breaching party shall have the right to terminate this Agreement without further notice.
5. Services. HOG shall provide services in accordance with those in the RemoteCare column of the Addendum (the “Services”), which Addendum is incorporated herein by reference. Customer receives rate discounts, priority response and extended hours, as per the Services.
6. Fees and Billing. Fees for RemoteCare services are: Microsoft Windows Domain Controllers (DC), are billed at $300/each monthly, secondary servers, bare metal or virtual (SS), are $150/each monthly, and Hypervisors (HV) are $100/each monthly. Desktops and laptops (DT) are $25/each monthly. Managed switches, routers, storage and security devices (NS) are $15/each monthly. Phones and Tablets (PT) are $5/each monthly. Billing is on a monthly basis, paid one month forward.
7. Customer Accountability. Customer shall, at all of its sites, maintain high-speed Internet access, an updated and supported hardware firewall and supported hardware, updated and supported networked antivirus software and supported operating systems and application software. Customer shall designate primary and secondary contact persons. Customer shall agree to track and communicate in writing all hardware or networking configuration changes. Customer shall provide HOG out-of-hour access to their site, when necessary. Covered devices that are out of warranty or manufacturer support will be covered as possible, but work to support them is chargeable at the sole discretion of HOG. All equipment to be covered must be network connected.
8. Non Solicitation of Employees. Customer shall agree, during the term of this Agreement and for a period of twelve (12) months after its termination, not to solicit, recruit, or employ any employee of HOG without the prior written consent of HOG.
9. Entire Agreement. This Agreement (including the Addendum) constitutes the entire Agreement of the Parties. There are no other commitments, promises or conditions, whether oral or written, express or implied.
10. Amendment. Neither this Agreement nor any provision hereof may be waived, modified or amended except by a written instrument executed by the Parties hereto, and only to the extent set forth and agreed to by both parties, in such instrument.
11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut. Any legal action or proceeding relating to this Agreement shall be instituted in the Litchfield County Superior Court. HOG and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, this court in the event of any such legal action.
12. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
13. Third Party Beneficiary. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity, not a direct signatory to this Agreement.
14. Incidental and Consequential Damages. HOG shall not be responsible for any incidental and/or consequential damages relating to or arising from the performance of the Services.
15. Warranty Disclaimer. All warranties, whether statutory, express or implied, including any warranties of quality, durability, fitness for purpose, merchantability, continuous use, design, compliance with applicable law, performance or error-free operation are disclaimed in their entirety.
16. Indemnification. Each party shall indemnify and hold the other party harmless for any losses, claims, damages, awards, penalties, or liabilities, including but not limited to court costs and attorneys’ fees, arising from any alleged breach of such party’s representations and warranties, acts or omissions of the Customer or related third parties, made under this Agreement.
17. Waiver. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. A waiver of any breach shall not constitute a waiver of any other subsequent breach. Any waiver to be effective must be in writing signed by both Parties.
18. Exclusions. HOG may bill above and beyond this Agreement for services provided for: (1) work to resolve patching or functionality issues in evidence before the start date of this Agreement, (2) work to resolve hardware failures on Customer equipment in evidence at the commencement of the Agreement, (3) work to resolve patching or functionality issues incurred by the actions of the Customer, or of third Parties not related to HOG, or a subcontractor thereof.
19. Force Majeure. Neither party shall be in default of any obligation (other than payment obligations) by reason of any failure to perform, or delay in performance due to unforeseen circumstances or to causes beyond such party’s reasonable control, including, without limitation, to acts of God, war, riot, embargoes or parts shortages, third party vendors’ failure to provide active support, acts of governmental or military authorities, terrorism, fire, water damage, accidents, strikes, or shortages of fuel, energy, or labor, provided that such party gives prompt written notice of such condition and resumes performance as soon as reasonably possible.
20. Assignment and Transfer. Aside from HOG subcontractors, except for a sale or transfer of substantially all of the business to which this Agreement pertains, the Parties hereto may not assign, in whole or in part, or delegate any of their respective rights, interest, or duties hereunder without the written consent of all the Parties hereto, which consent shall not be unreasonably withheld or delayed. In the event of sale or transfer of the business, Customer agrees that they will honor the Agreement term, assuming the provision of substantially the same services at substantially the same pricing as spelled out in the Agreement and Addendum.
21. Monthly Services: Services will be provided immediately for the following devices. Client may add new devices and services upon notification to HOG, and will be billed with current month.
(860) 283-5474 
