51�Թ������ճԹ�

Managed Network Services – Additional Terms��

��

1. DESCRIPTION OF SERVICES

(a) Description of Services. 51�Թ������ճԹ� will provide Client with managed network services, as further set forth in the applicable Fee Exhibit (the “Network Services”).

(i) Network Services. Network Services may include the following services, as further detailed in the Fee Exhibit: (a) network design, integration and installation services (as described below), and provision and installation of network IT equipment and telecommunications circuits (“Equipment”); and (b) network technical support services, including network monitoring, performance management, troubleshooting, and service and maintenance for the Equipment.

(b) Professional Services.

(i) Initial Professional Services. 51�Թ������ճԹ� will promptly place Equipment orders and will arrange delivery of Equipment and installation of the circuits. Equipment and installation fees shall be set forth in the applicable Fee Exhibit. All Equipment purchases and installation shall be subject to the Equipment Exhibit to the Agreement.

(ii) Additional Professional Services. Any additional professional services (“Professional Services”) will be scoped and quoted upon request, subject to 51�Թ������ճԹ�’s resource availability. Any such agreed upon Professional Services will be documented and agreed upon by the parties in an appropriate statement of work or similar such document (“SOW”) or an amendment to the project plan. Any such SOW or amendment to the project plan will be governed by these additional terms and the Agreement and will be incorporated herein by reference accordingly. Any modifications to any SOW will be handled by 51�Թ������ճԹ�’s then-current change control process.

(c) Client Obligations and Responsibilities. In addition to all other obligations set forth in these additional terms and in the Agreement, Client will comply with the following obligations in connection with its use of the Network Services:

(i) Client Personnel. Client will make available appropriate management and technical personnel and will work with 51�Թ������ճԹ� in accordance with the project plan to implement and install the Equipment.

(ii) Access and Modifications to Equipment. Client understands and agrees that all modifications to Equipment managed by 51�Թ������ճԹ� and located at Client’s site(s) will be performed by 51�Թ������ճԹ�, unless approved in advance and in writing by 51�Թ������ճԹ�. Further, Client agrees that it may not access or otherwise tamper with any Equipment managed by 51�Թ������ճԹ� and located at Client’s site(s).

(iii) Connections to Other Networks. Client shall obtain prior written approval from 51�Թ������ճԹ� prior to connecting any Client site that has access to the Network Services to any other network, whether public or private.

Client is responsible for providing ongoing business class DSL line / cable / internet access (Non-PPoE) and modem equipment at the HUB location in support of the network recovery VPN connectivity solution in accordance with 51�Թ������ճԹ� specifications. The DSL / cable / internet access provider must provide dedicated STATIC public IP addresses. Routers will be pre-configured with the dedicated STATIC public IP address prior to shipping to Client. This must be supplied by Client for configuration.

Client is responsible for extension of the circuit demarcation from the point of entry to the CSU / router / modem location, if needed. Special construction may be required to extend wire line service from the provider’s central office to the point of entry at the Client location. 51�Թ������ճԹ� will notify the Client should construction be required, and will provide Client with an amendment to account for any additional charge(s).

If Client is provided equipment that Client has not purchased (“51�Թ������ճԹ� Provided Equipment”) as set forth in the applicable Fee Exhibit, all 51�Թ������ճԹ� Provided Equipment shall remain at Client's premises set forth in the applicable Fee Exhibit, and shall not be removed therefrom for any reason whatsoever without 51�Թ������ճԹ�'s prior written consent. 51�Թ������ճԹ� shall have the right to enter Client's premises and inspect the 51�Թ������ճԹ� Provided Equipment at any time during Client's normal business hours and upon reasonable advance notice given to Client. If 51�Թ������ճԹ� supplies Client with labels stating that the 51�Թ������ճԹ� Provided Equipment or any item thereof is owned by 51�Թ������ճԹ� (or by a primary supplier or lessor), Client shall affix and keep the same on each item of 51�Թ������ճԹ� Provided Equipment. Client shall not alter, deface or remove any of the same and Client shall promptly replace any such labels that may be removed, defaced or destroyed. Client shall not permit the name of any person other than 51�Թ������ճԹ� (or any primary supplier and/or lessor identified to Client) to be placed on any item of 51�Թ������ճԹ� Provided Equipment in a manner that might be interpreted as a claim of any right, title or interest in or to such item.

If Client has any 51�Թ������ճԹ� Provided Equipment, Client acknowledges and agrees that each item of 51�Թ������ճԹ� Provided Equipment will have significant value to 51�Թ������ճԹ� at the expiration or earlier termination of the term provided above, and that 51�Թ������ճԹ� intends to retake possession of the 51�Թ������ճԹ� Provided Equipment at that time.

If Client has 51�Թ������ճԹ� Provided Equipment, Client shall, at its own expense, at all times during the term of these Network Services, insure the 51�Թ������ճԹ� Provided Equipment against risks customarily insured against (as reasonably approved by 51�Թ������ճԹ�) for similar items of equipment in an amount not less than the full cost of replacement of the 51�Թ������ճԹ� Provided Equipment. The insurance shall provide 30 days prior written notice to 51�Թ������ճԹ� in the event of material change to or cancellation or expiration of the insurance. Client shall deliver to 51�Թ������ճԹ� certificates of such insurance and evidence satisfactory to 51�Թ������ճԹ� of Client's payment when due of all premiums on such insurance.

2. FEES

(a) Fees and Charges. Client agrees to pay 51�Թ������ճԹ� the fees set forth in the applicable Fee Exhibit for the Network Services.

(b) Circuit Billing. Circuit billing commences upon completion of circuit installation by the applicable telecommunications services provider. If a circuit is a replacement or redundant circuit, billing of the circuit will be in addition to current circuit charges. Client is responsible for submitting a request to terminate any replaced or obsolete circuits. A charge equal to the one-time circuit installation charge will be applied for any circuit that is removed within 18 months of the original circuit installation date. Certain exceptions may apply when a circuit removal is the result of a circuit upgrade; however, the charge will apply unless waived in writing by 51�Թ������ճԹ�.

(c) Overlap Billing. The applicable Fee Exhibit does not include charges for disconnection of existing routers and/or circuits. 51�Թ������ճԹ� will pass through all service provider charges for circuits to be disconnected. Client will continue to be invoiced for the disconnected circuits for approximately sixty (60) days after the disconnect date, or, for routers, the return date of the routers, or until the service provider(s) discontinue billing 51�Թ������ճԹ�.

3. TECHNICAL SUPPORT

51�Թ������ճԹ� will accept an initial technical support inquiry from Client and initiate the troubleshooting process following a failure of any or all of the Network Services. 51�Թ������ճԹ� will use commercially reasonable efforts to determine the source of technical support issues and then attempt to correct any malfunction not associated with Equipment or circuits provided by telecommunications services providers hereunder. If the problem is located in the Client-provisioned internet access, third party equipment or circuits of the telecommunications services providers, 51�Թ������ճԹ� will contact the telecommunications services providers and request that the problem be corrected. 51�Թ������ճԹ� reserves the right to invoice Client for maintenance fees incurred by 51�Թ������ճԹ� for repairs to Equipment located at Client’s site(s) caused by faulty electrical power, inadequate physical facilities, physical abuse, or other factors caused by Client, its employees, agents, or other personnel, or any other third party acting on its behalf.

4. ADDITIONAL TERMS AND CONDITIONS

(a) Term. The term of this Schedule shall be as set forth in Deliverables Description Exhibit.

(b) Due Diligence. Client acknowledges that 51�Թ������ճԹ� has relied on the information provided by Client in determining the design, pricing and performance levels for the Network Services. Notwithstanding any provision to the contrary in the Agreement, in the event of any change(s) in the Network Services, site(s), users, network addresses or types of Equipment used or required, as compared to the applicable Fee Exhibit, 51�Թ������ճԹ� may adjust its fees accordingly upon 30 days’ notice to Client.

(c) Insurance. Client shall be responsible for procuring and maintaining appropriate insurance for all Equipment, whether Client-owned or 51�Թ������ճԹ�-owned, within Client’s site(s).

(d) Damages to Equipment. Client shall be liable for damages to Equipment caused by Client, its employees, agents, or other personnel, and/or any third parties acting its behalf.