Managed Services Agreement Terms and Conditions

WHEREAS, Client desires to contract with PANACEA SMART SOLUTIONS to perform various Services in accordance with terms of this Agreement; and

WHEREAS, PANACEA SMART SOLUTIONS desires to perform said Services for Client as set forth in this Agreement.

WHEREAS, Client and PANACEA SMART SOLUTIONS agreed to material terms in a previously executed PANACEA SMART SOLUTIONS IT Managed Service Agreement titled: 2025 panaTECH IT online MSA.

NOW THEREFORE, in consideration of the above Recitals, which are hereby incorporated into this Agreement, and in consideration of the mutual promises made herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term of Agreement

The term of this Agreement shall commence upon the execution of this Agreement and shall remain in force for a period of three (3) years (hereinafter referred to as the “Initial Term”). This Agreement automatically renews for a subsequent three (3) year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other Party at least ninety (90) days prior written notice of its intent not to renew this Agreement.
Customer agrees to allow PANACEA SMART SOLUTIONS to assign, delegate, and subcontract services to third party competent contractors.

2. Termination

Either party may terminate this agreement for any reason or no reason at all. If panaTECH initiates cancellation, there is no cancellation fee. If Client initiates cancellation, Client agrees to pay a fee equal to 50% of the remaining fees on this agreement.
If either party terminates this Agreement, PANACEA SMART SOLUTIONS will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay PANACEA SMART SOLUTIONS the actual costs of rendering such assistance. Actual costs could include but are not limited to: Meetings, emails, calls, training, data transfer, license transfers or equipment de-installation.

3. Fees and Payment Schedule

In exchange for completion of Services under this Agreement, Client agrees to pay PANACEA SMART SOLUTIONS the fees set forth in the 2025 panaTECH IT online MSA. Services, including but not limited to Network accessibility, may be suspended if payment is not received within ten (10) days following date due. Refer to Appendix B for Managed Services covered by the monthly fee under the terms of this Agreement.

Client agrees and understands that fees for the Services under this Agreement may be changed from time to time (“Fee Adjustment”). PANACEA SMART SOLUTIONS shall provide Client thirty (30) days advance written notice of the effective date of any Fee Adjustment. If Client objects to the Fee Adjustment, Client may terminate this Agreement by written notice to PANACEA SMART SOLUTIONS at any time before the effective date of the Fee Adjustment. Termination is subject to 2.a) above.

4. Taxes

It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to PANACEA SMART SOLUTIONS for the state of use.

5. Services

PANACEA SMART SOLUTIONS agrees to perform the services (the “Services”) found in Schedule A, Statement of Work (“SOW”), attached hereto. Services shall be performed in a timely, expeditious and professional manner and shall include the following:

Coverage

Support and Escalation

Service outside Normal Working Hours

Service Disclaimer

Additional Maintenance Services

Hardware/System Support

Monitoring Services

Excluded Services

1. Parts, equipment, or software for Client’s telecommunications systems which are not covered by PANACEA SMART SOLUTIONS warranty or support.
2.   The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind unless specified in the 2025 panaTECH online MSA.
3.  The cost of any 3rd Party Vendor Services/Support or Manufacturer Services/Support or Incident Fees of any kind unless specified in the 2025 panaTECH online MSA.
4. The cost to bring Client’s environment up to minimum standards required for Services.
5. Service and repair made necessary by the alteration or modification of equipment other than that authorized by PANACEA SMART SOLUTIONS, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than PANACEA SMART SOLUTIONS.
6. Maintenance of Applications software packages, whether acquired from PANACEA SMART SOLUTIONS or any other source unless as specified in Appendix C.
7. Programming (modification of software code) and program (software) maintenance unless as specified in Appendix C.
8. Training Services of any kind unless directly specified.
9. Replacement of or parts required for repairs on printers, screens, or peripherals (PDA’s, Point of Sale Scanners, Digital Cameras, Cell Phones, Blackberries, nor any other specialized accessory), unless this equipment was originally provided under this agreement or a pre-existing PANACEA SMART SOLUTIONS agreement. All labor required for installation of the above devices is covered under this agreement.
10. Consumables such as printer maintenance kits, toner, ink, batteries, paper, etc. are not included or covered under this Agreement and will be invoiced separately.

Use of Unmanaged Devices and/or Outside Email
Client acknowledges that the use of unmanaged devices and/or outside email address and email servers diminishes the security of the network and the system and poses risks, including but not limited to: viruses and malware, network security breaches, cyber security breaches, intellectual property theft, the loss of company privacy, improper disclosure of medical data in violation of HIPAA, and disrupting network operations due to exploits which can be implemented on devices and email servers that are not secured through the managed PANACEA SMART SOLUTIONS secure network environment. In addition, as Client is acknowledging these known risk exposures as listed above, Client may not be covered by their existing business insurance in the event of a business loss due to the use of unmanaged devices and/or the use of outside email. Client further acknowledges that PANACEA SMART SOLUTIONS shall not be held responsible and/or liable for a virus, network security breach, or cybersecurity breach arising from the use of either an unmanaged device and/or an outside email address and email server. Client further agrees that any party approved to use an unmanaged device and/or outside email address and email server shall be required to seek assistance from the support services provided by the support team for the unmanaged device and/or outside email address and email server (i.e. Microsoft, Gmail, etc.). Client acknowledges that PANACEA SMART SOLUTIONS cannot control, maintain, and/or support an unmanaged device and/or outside email address or email server. PANACEA SMART SOLUTIONS will not be in violation of HIPAA Compliance or any of the internal policy for HIPAA Compliance and Security for any party approved of by Client to utilize an unmanaged device and/or outside email address and/or outside email server. It is understood and agreed that PANACEA SMART SOLUTIONS cannot monitor or implement the requirements of HIPAA on an unmanaged device and/or outside email address and/or outside email server.

6. Suitability of Existing Environment

Minimum Standards Required for Services

In order for Client’s existing environment to qualify for PANACEA SMART SOLUTIONS Managed Services, the following Minimum Standard Requirement for Service must be met:

All Servers with Microsoft Windows Operating Systems must be running Windows Server 2016 or later and have all of 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 (version 1709 or later) Pro or later and have all of 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, up-to-date, and Vendor-Supported Server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
The environment must have a currently licensed, Vendor-Supported Server-based Backup Solution that can be monitored and send notifications on job failures and successes.
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 securely encrypted.
There must be an outside static IP address assigned to a network device, allowing VPN access.

Costs required to bring Client’s current environment up to these Minimum Standards are not included in the 2025 panaTECH online MSA.

Chronically Failing Equipment
Experience has shown equipment belonging to the client which has initially passed Minimum Standard Requirements for Service can reveal itself to become chronically failing. Chronically failing equipment means that the equipment repeatedly breaks down and consistently causes user and business interruption even after repairs are attempted. Should this occur, while rare, client agrees to work constructively and positively with PANACEA SMART SOLUTIONS to replace the failing equipment at an additional cost. Client agrees that PANACEA SMART SOLUTIONS is not liable for any costs or damages related to loss of use of equipment, lost data, costs of substitute equipment, or any other related costs.

7. Equipment Provided by PANACEA

Equipment Agreement

Client agrees that all equipment listed on the 2025 panaTECH online MSA is and shall remain the sole property of PANACEA SMART SOLUTIONS which retains a 100% security interest. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of PANACEA SMART SOLUTIONS. 

Client agrees and understands that PANACEA SMART SOLUTIONS equipment is to be maintained exclusively by PANACEA SMART SOLUTIONS. Any tampering, repair attempt or service completed by another party on the equipment listed in 2025 panaTECH online MSA could result in the immediate termination of this Agreement. Client further agrees to be responsible for any and all costs for the repair or replacement of PANACEA SMART SOLUTIONS supplied equipment while in their possession should it be damaged or repaired by an unauthorized third party. Client agrees that PANACEA SMART SOLUTIONS is not liable for any costs or damages related to loss of use of equipment, lost data, costs of substitute equipment, or any other related costs.

Client agrees to make all logical and earnest attempts to keep equipment safe, secure, and protected while in Client’s possession.  Client agrees to maintain current insurance on PANACEA SMART SOLUTIONS supplied equipment while in Client’s possession and list PANACEA SMART SOLTUIONS as an additional loss payee. Client will provide proof thereof to PANACEA SMART SOLUTIONS that PANACEA SMART SOLUTIONS is listed as an additional loss payee by providing a current copy of its insurance declaration sheet showing PANACEA SMART SOLUTIONS as a loss payee specifically for mobile equipment coverage. 

Equipment upon Termination of this Agreement

Should this contract be terminated by either party, Client agrees to return the property listed in 2025 panaTECH online MSA, or after acquired, to PANACEA SMART SOLUTIONS within ten (10) calendar days after the termination date of this Agreement. 

Should Client fail to return the Equipment within ten (10) calendar days following the termination of this Agreement, Client further acknowledges and gives permission to PANACEA SMART SOLUTIONS to take possession of equipment listed in 2025 panaTECH online MSA from the location listed.  Specifically, Client grants permission to PANACEA SMART SOLUTIONS to enter their premises at any time, with or without permission, in order to remove all of PANACEA SMART SOLUTIONS hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Client agrees to fully cooperate and will not interfere in any way. Client agrees to compensate PANACEA SMART SOLUTIONS for expenses accrued in recovering Equipment, in addition to any and all amounts owing under the balance of the Agreement. 

8. Warranty

PANACEA SMART SOLUTIONS warrants that it shall perform the Services listed herein in a manner consistent with industry standards and in a timely fashion.

9. Assignment and Delegation

PANACEA SMART SOLUTIONS may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). PANACEA SMART SOLUTIONS recognizes that it shall be liable for all work performed by any Subcontractor and shall hold Client harmless of any liability in connection with their performed work.

10. Confidentiality

PANACEA SMART SOLUTIONS and its agents may use Client information, as necessary to or consistent with providing the contracted services and will use best efforts to protect against unauthorized use.

Protection of Information
PANACEA SMART SOLUTIONS may provide the Client with confidential information and trade secrets, including without limitation, information on their respective organization, business, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain, in confidence, all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.

Injunctive Relief
Client acknowledges and agrees that any use or disclosure of Confidential Information by Client in a manner inconsistent with the provisions of this Agreement may cause PANACEA SMART SOLUTIONS harm which will not be compensable by monetary damages alone and, accordingly, Company may, in addition to other available legal or equitable remedies, be entitled to seek an immediate injunction restraining Client from committing or continuing to commit a breach. PANACEA SMART SOLUTIONS may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.

Survival
This Section shall survive the termination or expiration of this Agreement.

11. Limitation of Liability

Panacea smart solutions will not be liable for any loss of use interruption of business lost profits or any indirect special incidental or consequential damages of any kind regardless of the form of action whether in contract tort including negligence strict product liability or otherwise even if it has been advised of the possibility of such damages in no event shall panacea smart solutions aggregate liability under this agreement exceed the fees paid to panacea smart solutions hereunder.

12. Indemnification

Subject to the terms and conditions set forth herein, each Party shall indemnify, hold harmless, and defend the other Party, its affiliates and their respective owners, officers, directors, employees, agents, successors and permitted assigns from an against any and all claims, losses, deficiencies, judgment, settlements, interest, awards, fines, causes of action, damages, liabilities, costs, penalties, taxes, assessments, charges, punitive damages and expenses of whatever kind. This indemnification will survive the termination of this Agreement.

13. Force Majeure

Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, building modifications, power failures, riots, war, terrorist act, epidemic, pandemic (including the Covid-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy.

14. Miscellaneous

This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Wisconsin. Jurisdiction and venue shall exclusively lie in Sheboygan County, Wisconsin.

The appendices and schedules identified in this Agreement and attached hereto form an integral part of this Agreement and are hereby incorporated by reference in their entirety.

This Agreement, along with the attached Appendices, constitutes the entire Agreement between the Parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement.

This agreement can be modified or amended only by a signed written instrument executed by both parties.

In the event of a dispute, the Parties must attempt good faith negotiation. After a period of no more than thirty (30) days, if the Parties have not negotiated a resolution, either Party may attempt mediation, arbitration, or litigation. In the event of arbitration, mediation or litigation, the prevailing Party shall be entitled to receive their legal fees and reasonable attorney fees.

If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particularly invalid or unenforceable provision or provisions, and the rights and obligations of the party shall be construed and enforced accordingly, to effectuate the essential intent and purposes of this Agreement.

The failure of either party in any one or more instances to insist upon strict performance of any of the terms and provisions of this Agreement, shall not be construed as a waiver of the right to assert any such terms and provisions on any future occasion or of damages caused thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be signed by their duly authorized representatives as of the date set forth below.