Terms and Conditions

EPLEXITY MASTER SERVICES AGREEMENT

The terms and conditions described in this Master Services Agreement (the “Agreement”) apply to all Services provided by Eplexity to the Client, and are a part of any Statement of Work, whether referenced or not referenced in the associated Statement of Work(s).

  1. DEFINITIONS

Acceptable Use Policy is the current version of the written guidelines provided by Eplexity or by any Cloud Provider or both, which describe permitted and prohibited uses of the Services.

Agreement means this Master Services Agreement.

Client means the recipient of Services described in a Statement of Work and subject to the terms and conditions of this Agreement.

Cloud Provider means a company other than Eplexity which provides a network of remote servers hosted on the Internet to store, manage, and process Client data.

Confidential Information means all documents and other information furnished by either party to the other which is designated as “confidential” or which the recipient understands is not generally available to the public.  Information ceases to be Confidential Information if it becomes public knowledge other than as a result of breach of this Agreement or if lawfully acquired or developed without the use of Confidential Information.

Credentials mean a username and user password combinations which may be provided by Eplexity to the Client for access to the Services.

Eplexity means Eplexity, LLC, a Colorado limited liability company, located at 4700 S. Syracuse St., Suite 600, Denver, CO 80237.

Force Majeure means the occurrence of a natural disaster or other act of God, labor strike, fire, riot, acts of war or other armed conflict, terrorism, any court order or any other circumstances which are not within the reasonable control of a party to this Agreement which prevents or hinders the performance of Services.

Statement of Work means a written summary of Services to be provided and fees and charges for the Services, which has been accepted by Eplexity and the Client, and any subsequent written amendments or changes to a Statement of Work.

Services mean those services to be provided by Eplexity to the Client, as described in a Statement of Work or Service Order Forms.  Services may include consulting, design and engineering work performed on an hourly or fixed fee basis (“Professional Services”), facilitating and managing the Client’s relationship with a Cloud Provider (“Cloud Provider Services”) or management of Client computer operations and Internet access (“Managed Services”) or a combination of those components, as specified in a Statement of Work.  Only if Managed Services are included in the Services, then the Eplexity Service Level Terms and Conditions are attached and are part of this Agreement.  Services are nonexclusive and similar services may be provided to others.

Start Date means the date that Services are commenced.

Term means the period of time following the Start Date when Services shall be provided.

  1. TERM

Start Date.  The Start Date may be specified in a Statement of Work; otherwise the Start Date shall be determined by Eplexity. The Start Date may be delayed by access or other conditions dependent upon third parties. The Term may be specified in the Statement of Work.

Unstated Term.  If a Term is not specified in a Statement of Work, then for Professional Services, the Term shall end when the Services are completed, unless sooner terminated in accordance with this Agreement, and for all other Services, the Term shall be for an initial period of twelve (12) months from the Start Date, plus additional consecutive renewal periods of twelve (12) months until cancelled, unless sooner terminated in accordance with this Agreement.  Either Eplexity or the Client may cancel and terminate Services at the end of the initial twelve-month period or any renewal twelve-month period by giving notice of cancellation at least ninety (90) days prior to the end the current twelve-month period.

  1. ACCEPTABLE USE POLICY

Client agrees to comply with the Acceptable Use Policy applicable to the Services.  Client agrees that the Acceptable Use Policy may be modified from time to time and it is the Client’s responsibility to review the Acceptable Use Policy when notified of modification of the terms.  Client acknowledges that if the Client violates the Acceptable Use Policy or authorizes or helps others to do so, then Eplexity may suspend or terminate the Services.

  1. CREDENTIALS

Client shall not permit any unauthorized third party to use the Client’s Credentials.  Upon notice from the Client of unauthorized access to Credentials, Eplexity shall terminate and reissue Credentials. Client shall be liable for any unauthorized use of Credentials.

  1. FEES

Payment.  The Client agrees to pay Eplexity all fees and costs for Services when due.  Fees and costs and payment dates shall be described in a Statement of Work.  Recurring periodic fees and costs shall be due and payable in advance of each period (typically monthly or quarterly). Eplexity may provide an invoice of fees and costs to the Client, and payment is due within fifteen (15) days of receipt of the invoice, unless stated otherwise. Eplexity shall not be obligated to provide an invoice to the Client if payment dates are provided in the Statement of Work.  The Client may be required to authorize and pay fees and charges in the manner directed by Eplexity.

Taxes.  Fees do not include any applicable taxes.  The Client shall be responsible for and shall pay all taxes assessed upon Services (other than income tax payable by Eplexity), such as sales, use and excise taxes.  Client shall timely remit such taxes to the applicable taxing authority, or if such taxes are collected by Eplexity as the vendor, then Client shall remit such taxes to Eplexity.

Fee Increases. If the Term is unstated in the Statement of Work, then after six (6) months from the Start Date, Eplexity may change the Service fees and costs upon not less than sixty (60) days’ notice to the Client in advance of the fee increase, subject to the Client’s right to terminate as provided in Section 10 below.

Disputed Fees.  The Client shall promptly notify Eplexity of any dispute regarding fees or costs and may delay payment of the disputed amount until resolution of the dispute.  However, Eplexity may terminate or suspend Services if no bona fide dispute exists or if resolution is unduly delayed.

The Client may not set off undisputed fees and costs if disputed amounts were already paid.  The Client waives the right to dispute paid fees or costs if more than 60 days have elapsed since payment.  Any credit arising from resolved fee disputes for paid fees shall be repaid as a credit against subsequent fees, if any; otherwise a refund shall be made.

Late Payments.  If the Client is more than five (5) days late in paying any amount due to Eplexity, then the Client shall pay an additional charge for such late payment of $50.00, and in addition interest shall accrue on all amounts not paid within five (5) days of the due date at a rate of ten percent (10%) per annum compounded monthly.  All payments shall be applied first to accrued interest, then late payment charges, then to amounts past due.

  1. INDEMNIFICATION

The Client agrees to indemnify and hold Eplexity and Eplexity’s employees, members, managers and officers harmless from and against all claims of losses and damages which arise directly or indirectly from a breach by the Client of this Agreement, including from the authorized use of Credentials.

  1. WARRANTIES

Eplexity may make certain express warranties and representations in a Statement of Work.  Eplexity makes no other express or any implied warranty to the Client and disclaims all warranties and representations other than those made in the Statement of Work.

  1. INTELLECTUAL PROPERTY RIGHTS

Provided that the Client is not in default of this Agreement, Eplexity grants the Client a license to use work product from the Services for the Term. Eplexity retains all proprietary rights to and ownership of any intellectual property of Eplexity used to provide Services. No transfer of intellectual property rights shall arise from any Statement of Work or Services provided.

  1. CONFIDENTIALITY

Permitted Use.  Eplexity and the Client each agree that any Confidential Information of the other party shall not be used other than as permitted under this Agreement and any applicable Statement of Work (including credit checks prior to acceptance of a Statement of Work), and access to Confidential Information shall be limited to the employees and agents of the receiving party who need to know such Confidential Information. If a party is compelled to disclose Confidential Information by subpoena or other legal process, the disclosure shall be promptly disclosed to the owner of the Confidential Information.

Return or Destruction.  All Confidential Information shall be promptly destroyed or returned to the disclosing Party upon request during the Term and upon expiration of termination of the Term.  Provided however, a party shall not be required to expunge data from backup files unless and until such files are restored to a live environment.

  1. TERMINATION AND DEFAULT

Nonpayment.  If the default is nonpayment of amounts due to Eplexity, then the Client shall have five (5) days after notice to cure such default and pay all amounts due, and absent cure then Eplexity may terminate this Agreement and Services or may suspend Services.

Other Default.  If Eplexity or the Client is in material default of this Agreement, then the other party may terminate this Agreement and any Services under any Statement of Work following written notice of default. If the default is other than nonpayment of amounts due to Eplexity and may be cured, then the party receiving the notice of default shall have fifteen (15) days to cure such default, and absent timely cure this Agreement and Services shall terminate. Provided however, if such default cannot be remedied, then the Agreement and Services shall terminate immediately upon notice of default.

Suspension of Services.  If the Client is in default, Eplexity may elect to delay termination and suspend Services to allow additional time to attempt to resolve any matter which would otherwise result in Services termination. Fees and other charges shall continue to accrue and by payable during any suspension of Services.  Services shall be reinstated if the matter is resolved within the time allowed by Eplexity, and Services may be terminated without further notice if unresolved.  Suspension of Services does not waive the right of Eplexity to terminate Services.

Other Termination.  Eplexity may terminate Services without liability to the Client in the event that Eplexity is no longer able to continue to provide Services due to a Force Majeure or due to a change in regulatory or other legal requirements. Eplexity shall give the Client such notice of termination as soon as practicable and if requested shall provide the Client with reasonable assistance in migrating to an alternative supplier.

Termination for Fee Increase.  The Client may terminate Services without liability to Eplexity by notice thereof within thirty (30) days of receipt of notice of a fee increase of more than 15%.

Amounts Due Upon Default.  If this Agreement or any Statement of Work is terminated as a result of a default of the Client, then all fees and other charges, inclusive of fees due to any Cloud Provider for the remainder of the Term, shall be accelerated and shall be immediately due and payable by the Client to Eplexity.

Recovery of Costs.  The Client shall be liable for all collection costs incurred by Eplexity in recovering amounts due from the Client, including reasonable attorney fees.  In the event of any other legal action arising as a result of breach of this Agreement or a Statement of Work, the prevailing party shall be entitled to recover its attorneys’ fees and costs of the suit from the other party.

Limitation of Damages.  The Client agrees that the liability of Eplexity for any claim related to Services   shall be limited to actual damages caused directly by the gross negligence or willful misconduct of an employee or agent of Eplexity and the aggregate liability of Eplexity for any loss or damage related to all Services to the Client shall be limited to the greater of $5,000 or an amount equal to total fees paid by the Client to Eplexity during the twelve (12) month period preceding the claim. The Client agrees that in no event shall Eplexity be held liable for any loss or damages arising from lost profits or lost revenues. The Client agrees that Eplexity shall not be liable for loss or damage arising from any loss of Client data.

Limitation of Claims. Any lawsuit asserting a claim as a result of this Agreement, any Statement of Work or Services must filed and promptly served upon the other party within twelve (12) months of the expiration or termination of the Term, otherwise such claim shall be barred, waived, and released.

  1. NOTICE.

All notices and other communications regarding Services shall be in writing and effective upon delivery, and shall be delivered by electronic mail (email), telephone facsimile (fax), reputable overnight delivery service, in person or U.S. certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the parties at the last known street or email address or fax number.

  1. ENTIRE AGREEMENT.

This Agreement and any corresponding Statement of Work together are the entire agreement of the parties. This Agreement may only be amended in writing accepted by both parties.

  1. INVALID PROVISIONS.

if any provision of this Agreement is found to be unenforceable, then that provision shall be stricken, and the remainder of the Agreement shall not be affected.

  1. ASSIGNMENT.

This Agreement and any Statement of Work may not be transferred or assigned by the Client, in whole or in part, without the written consent of Eplexity.  This Agreement and each Statement of Work shall be binding upon the successors and permitted assigns of the Client. This Agreement any Statement of Work may be assigned by Eplexity.

  1. GOVERNING LAW AND VENUE.

This Agreement shall be governed by and construed in accordance with the laws of Colorado.  Venue for any dispute shall be proper in Arapahoe County, Colorado.

  1. COUNTERPARTS.

This Agreement may be executed by the parties in separate counterparts, which when taken together shall constitute the entire Agreement.

EPLEXITY SERVICE LEVEL TERMS AND CONDITIONS

These Service Level Terms and Conditions generally apply to all Services specifically engaged by Eplexity to the Client as prescribed by the specific Statement of Work(s).

  1. Managed Services Cloud Command Center and Mission Control. Relating to the services of the Eplexity Cloud Command Center (C3) and Mission Control.
    • General terms and Guidelines. Managed Services Cloud Command Center and Mission Control Service Level Objectives (SLOs) include the following general terms and guidelines:
      • The handling of all incident and problem management activities reported and received by both automated and manual processes including, but not limited to, alert notifications from hardware, alert notifications from Centralized Services, end user reported errors, creating a degraded state from normal performance.
      • Service Requests. The handling of all service request activities reported and received by the Cloud Command Center relating to tasks that enable functionality or services to be performed as a standard, pre-approved change or the request for information.
      • Resolution SLA is calculated from the time the ticket is assigned to the Cloud Command Center.
      • Problem resolution will be documented and available in report status.
      • Monthly reports will be provided.
      • Orders for new equipment. Additional approval may be required and could impact the turn overall around for this request.
      • Equipment moves, adds, and changes (Equipment includes personal computers, printers, and telephones).
      • Services such as data entry, building access authorizations, new computer user IDs and passwords, voicemail, file server connections, reports, and application program problems and requests.
    • Event Handling. Eplexity will provide the Client with first level support determination where:
      • All incidents will be recorded with a referenceable and unique identifier with the Cloud Command Center ticketing system.
      • Incidents will be resolved or assigned to the appropriate specialist.
      • Incidents will be monitored according to standard escalation policies and procedures maintained by Eplexity and the Cloud Command Center.
      • Users will be notified of commitment times and any problems that occur in meeting the established commitment.
      • C3 and Mission Control SLOs are calculated from the time at which the incident or requests was logged with the Cloud Command Center (C3) or SDM, to the time at which the incident or task received a mutually agreed upon classification and prioritization.
      • Unless directed otherwise, whether during weekly review or the task record received by chat, web, or email to the Cloud Command Center (C3), all tasks will be auto-assigned the lowest priority according to their respective grouping – incident or service request.
    • Hours of Operation
      • Normal business hours for Incident Management operations will be provided 24/7 for 365 days of the year. Support services will be available after normal business hours, however, new service and non-business impacting requests may require additional approval and/or Engineering support during normal business hours, 6:00 AM to 6:00 PM Mountain Standard, Monday through Friday.
      • All calls made to the Eplexity Support desk must be made to 888.501.5979 option 1 unless a dedicated DID has been made by your Eplexity Service Delivery Manager. For email support you may contact Eplexity by sending your request to support@eplexity.com.
    • Exclusions
      • Resolution SLA calculation does not include cases that are escalated to vendor tech support/ Hardware vendor / ISP / third party vendors
      • Resolution SLA timer is paused when the ticket status is changed to any status awaiting input from a party outside of the Cloud Command Center. Such status indications may include waiting on Customer, waiting on Vendor, Scheduled and pending.
    • Incident Management. In order to provide optimal first level support service to all departments, all problem and repair calls must be received by the Eplexity Cloud Command Center (C3) Service Desk. Eplexity will provide Client with the following support:
      • Incident Triage. First level problem determination will be assigned using the following criteria:
        • Number of customers affected
        • Effect on business mission
        • Context of problem
        • Deadlines
        • Estimated resolution time
        • Application involved
        • Frequency of problem
        • Customer’s sense of priority
        • Customer’s commitment level
        • Availability of workaround
        • Threat to data integrity or computer security
      • Incident Severity
        • P0: Critical – “System Down” Business application, mainframe, server, cloud infrastructure.
        • P1: High – “Significant Impact” Business outage or significant customer impact that threatens future productivity.
        • P2: Medium – “Important Request” High-impact problem where production is proceeding, but in a significantly impaired fashion; there is a time-sensitive issue important to long term productivity that is not causing an immediate work stoppage; or there is significant customer concern.
        • P3: Low “Normal Request” Important issue that does not have significant current productivity impact.
      • Key Performance Metrics. The Cloud Command Center (C3) will make every effort to resolve the issue at the time the issue is reported. This will be the initial method for resolving issues before assigning a ticket to the next level. The C3 will track the following Key Performance Metrics
        • Response Time Targets
          • Support (%) 85% of the reported issues resolved at standard target resolution times. Measured and reported on quarterly schedule.
          • Chat – 1st Response time 15 Minutes (measured Quarterly)
          • Email – 1st Response Time 15 Minutes (measured Quarterly)
          • Web – 1st Response Time 15 Minutes (measured Quarterly)
        • Resolution Time Targets
          • Priority Response SLA (Business Hours)
            • P0: Critical – 1 Hour Target Resolution – 85% of the cases resolved in 4 hours. Measured and reported on quarterly schedule.
            • P1: High – 2 Hour Target Resolution – 85% of the cases resolved in 24 hours. Measured and reported on quarterly schedule.
            • P2: Medium – 24 Hour Target Resolution – 85% of the cases resolved in 48 hours. Measured and reported on quarterly schedule.
            • P3: Low – 48 Hour Target Resolution – 85% of the cases resolved in 72 Hours. Measured and reported on quarterly schedule.
          • Response SLA (After Business Hours) Resolution SLA Measured
            • P0: Critical – 1 Hour Target Resolution – 85% of the cases resolved in 4 hours. Measured and reported on quarterly schedule.
            • P1: High – 2 Hour Target Resolution – 85% of the cases resolved in 24 hours. Measured and reported on quarterly schedule.
            • P2: Medium – 24 Hour Target Resolution – 85% of the cases resolved in 72 hours. Measured and reported on quarterly schedule.
            • P3: Low – 48 Hour Target Resolution – 85% of the cases resolved in 96.
          • Service Request Management
            • Service Request Triage
              • Tasks will be received by email to request@eplexity.com, chat and ticket creation from the support.eplexity.com website, and/or during the 30-minute weekly review with the Eplexity SDM.
              • All tasks received by email and chat will be responded in accordance with the table below.
              • Task classification and prioritization efforts are performed for each task. We will work with the Client at the onset and receipt of a task to gauge priority by assigning an Urgency, the speed at which a task should be completed. Once the Urgency has been mapped, the SDM, or C3 Support and/or Support Engineering will assign a relative Level of Effort – the relative time associated with completing the task, absent of any material changes to the task and review further with the Client to establish the overall priority for the task.
            • Service Request Classification
              • The time requirements of the C3 and/or Support Engineering to implement a specific task (“Level of Effort”) is determined as follows:
                • Extra-large: Estimation of the time required to complete a requested task is greater than 3 days (24 hours) of resources.
                • Large: Estimation of the time required to complete a requested task is greater than 2 days (16 hours), but less than 24 hours of resources.
                • Medium: Estimation of the time required to complete the task is between 1 day (8 hours) and 2 days (16 hours) of resources.
                • Small: Estimation of the time required to complete the task is less than 1 day (8 hours) of Resources. All tasks will be mapped to Low – Urgency until otherwise established between the Client and Eplexity.
              • Service Requests Key Performance Metrics:
                • Response Time Targets
                  • Small: Less than 1 Business Day. 85% of response rate attainment measured on a quarterly schedule.
                  • Medium: Less than 1 Business Day. 85% of response rate attainment measured on a quarterly schedule.
                  • Large: Less than 2 Business Days. 85% of response rate attainment measured on a quarterly schedule.
                  • Extra-large: Less than 5 Business Days. 85% of response rate attainment measured on a quarterly schedule.
                • Resolution Time Targets
                  • Small: Less than 2 Business Days. 85% of resolution rate attainment measured on a quarterly schedule.
                  • Medium: Less than 3 Business Days. 85% of resolution rate attainment measured on a quarterly schedule.
                  • Large: Less than 5 Business Days. 85% of resolution rate attainment measured on a quarterly schedule.
                  • Extra-large: Best Effort.
  2. Managed Service Blocks. Managed Service Block contracts provide the Client with these general service level objectives.
    • Service Level Objectives. General terms and guidelines related to the Managed DevOps Service Block Service Level Objectives (SLOs) include the following:
      • The timeframes are suspended for any period during which we are awaiting your response or confirmation.
      • Service Delivery SLOs are calculated from the time at which the task was logged with the Cloud Command Center (C3) or SDM, to the time at which the task received a mutually agreed upon classification and prioritization.
      • Unless directed otherwise, whether during weekly review or the task record received by chat, web, or email to the Cloud Command Center (C3), all tasks will be auto-assigned the Service Delivery SLO of Priority 3 – Low.
    • Task Classification and Prioritization
      • Tasks will be received by email to devops@eplexity.com, chat and ticket creation from the eplexity.comwebsite, and/or during the 30 minute weekly review with the Eplexity SDM.
      • All tasks received by email and chat will be responded in accordance with the table below.
      • Task classification and prioritization efforts are performed for each task requested under the Managed DevOps Service Block. We will work with the Client at the onset and receipt of a task to gauge priority by assigning an Urgency, the speed at which a task should be completed. Once the Urgency has been mapped, the SDM and a Principal Architect will assign a relative Level of Effort – the relative time associated with completing the task, absent of any material changes to the task – and review further with the Client to establish the overall Priority for the task.
      • The speed at which a task is to be completed (Urgency) is determined as follows:
        • High: Enables major functionality and services
        • Medium: Enables minor to major functionality or services
        • Low: Enables limited to minor functionality or services.
      • Target response and completion times for Urgency are mapped in the table below.
      • The time requirements of the DevOps Resources to implement a specific task (“Level of Effort”) is determined as follows:
        • High: Estimation of the time required to complete a requested task is greater than 2 days (16 hours) of DevOps Resources
        • Medium: Estimation of the time required to complete the task is between 1 day (8 hours) and 2 days (16 hours) of DevOps Resources
        • Low: Estimation of the time required to complete the task is less than 1 day (8 hours) of DevOps Resources.
      • All tasks will be mapped to Low – Urgency until otherwise established between the Client and Eplexity.
    • Eplexity Responsibilities. The list below summarizes the general scope of services to be performed under this contract. The exact list of tasks will be determined collaboratively with the Client.
      • Eplexity SDM will engage client within 48 hours to schedule an initial Project Kickoff and review the contract.
      • Eplexity SDM will hold an initial Project Kickoff call with Client to establish goals for the contract, including but not limited to, an initial list of tasks, task identification plan, communications plan, and onboarding of the Client environment.
      • Eplexity SDM and Principal Architect will review the tasks to be performed at the onset of each week during the 30-minute weekly review with the client, or as otherwise agreed upon. The purpose of the weekly review is to clearly define and allocate DevOps Resources hours to the priority tasks determined by the Client for the purpose of maintaining appropriate priority and scope.
      • All DevOps Resource tasks will be performed on a scheduled basis during normal business hours (8AM to 6PM Mountain Time, Monday through Friday, excluding published Eplexity Holidays).
      • All Eplexity DevOps Resources will perform services remotely. Any onsite work required will be billed separately.
      • Unused Managed DevOps Hours rollover (up to 50%) to the following month. However, Eplexity can hold unused hours, up to 20% of total contract hours, and apply towards the renewal of the Managed DevOps Service Block Contract, should the client desire.
      • Eplexity SDM will provide access to the DevOps Task Dashboard in the Cloud Command Center (C3) and a monthly report of task breakdown.
    • Customer Responsibilities
      • If the Client has a separate Change Management process in place, the Client will train the SDM on this process and provide related support documentation.
      • The Client is required to attend the weekly review with their SDM to ensure accurate prioritization and scope of related work tasks that will be applied to the Managed DevOps Service Block.
      • The Client is responsible for identifying the urgency when reporting a task. If urgency has not been reported, all tasks will be considered at the lowest level of urgency until noted otherwise.
    • Pricing and Charges. The Managed Service Block contracts will be invoiced monthly based on contract start date.
      • Block Hour Contracts are billed on a recurring basis for the length of the service term beginning on the date of contract signing, unless otherwise specified and no later than 60 days after contract signing.
      • All invoices will be issued on the same day of the month as contract signing date and include a reporting of hours worked against Block Hour Contract incurred during the month prior. Client may request to receive an hour report during service period at any time.
      • Unused hours in the Managed Service Block will not be rolled over month to month. Any unused hours, up to 20% of total contract, may be applied to Client renewal.
      • If Client has or is nearing an exhausted Managed Service Block for the month, Client may request an increase by purchasing an additional Managed Service Block.
      • Any Services provided outside normal business hours and days will be billed at 150% of the per hour services bill rate.
      • SDM hours are not billable to the Client and will not be spend against the Managed Service Block.
      • Change Order(s) may be required if more time is needed to complete required tasks.
  1. Project Management and Onboarding. Relating to the services of the Eplexity Project Management Office (PMO) for the required and necessary efforts relating to supporting the onboarding efforts of Client into Eplexity Cloud Command Center and Mission Control.
    • Initiation. Eplexity will conduct a project kick-off meeting, prior to work commencing, to review the project scope, project requirements, and objectives, technical approach, communication plan and project schedule. This meeting will be led by the Eplexity Project Manager or Business Unit (BU) Practice Leader, and include the Client, Project Team, and other project stakeholders.
    • Schedule. Eplexity Project Management will provide a project schedule to outline the tasks and timelines required to accomplish the scope. Example of the Onboarding Schedule can be referenced in Schedule 3 – Managed Services Onboarding.
    • Execution. Eplexity Project Management will be responsible for coordinating and directing the project team and resources.
    • Control and Validation Status. The Eplexity Project Manager (PM) will provide a project status to the project team and stakeholders during the duration of the project. Depending on the type and duration of the project, this can be conducted at (as?) milestone points or regular intervals during the duration of the project (per the project communications plan). This will be in the format of an audio call or onsite meeting and/or a status report.
    • Change Management. The Eplexity Project Manager will control any required changes to the project scope in the format of a Change Agreement. If such requirement is identified, a Change Agreement form will be created to outline the changes in scope and cost prior to commencement of work and approved by client.
    • Go Live and Close-out. Eplexity will conduct a project closure to review all completed tasks and components of the project scope. This will include reviewing any project checklists and or punch lists, testing results and deliverance and review of any included project deliverable documentation as per this Proposal. Upon completion of the close-out, Eplexity will present the project close and acceptance form to the client for acceptance and hand off the project to Eplexity Managed Services if purchased. This meeting will be led by the Eplexity Project Manager or Business Unit Practice Leader and include the Client Point of Contact (POC), Project Team, and other project stakeholders.
  2. Center of Excellence. The standards-based methodology used by Eplexity to create continuous improvement along key performance indicators identified for the full-term length of the Managed Services SOW.
    • Center of Excellence (COE) Baseline Assessment Score. At the conclusion of customer onboarding efforts, unless completed prior to onboarding, Eplexity will provide the initial Baseline Assessment of the customer environment against Eplexity’s standards-based methodology. COE Baseline Assessment Score is rated on a scale of 1-100. The highest obtainable COE score possible is 100.
    • Center of Excellence (COE) Roadmap. The COE Roadmap provides the strategic roadmap and task-level breakdown to achieve the necessary improvements required for maintaining COE-based incentives outlined in Section 15 – Pricing and Charges.
    • Center of Excellence (COE) Incentives. The following are additional guidelines and assumptions for obtaining and maintaining COE Incentives associated with Section 15 – Pricing and Charges:
      • Client and Eplexity shall mutually agree upon the delivery targets related to the COE Roadmap to determine appropriate COE activity.
      • Any adjustments to the Client COE Incentives will be provided
      • Client incentives shall not be changed, modified, or removed if Eplexity is unable to deliver agreed upon improvements set out by the COE Roadmap unless mutually agreed upon by Eplexity and Client.
      • In such cases that Eplexity is unable to deliver agreed upon improvements set out by the COE Roadmap due to Client objections, necessary modifications to the COE Incentive schedule shall be reviewed and presented to the Client.
  1. Resource Hiring. You agree that during, and for one year following completion of this agreement, you will not hire or solicit for employment any of the personnel assigned under this agreement.