This Platinum Managed Services Agreement (“Agreement”)
is entered into as of _____ / _____ / _____ (“Effective Date”), by and between:
Computer Networks, Inc.,
4992 Euclid Road, Suite 1, Virginia Beach, VA 23462 (“Provider”)
and
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
(“Client”).
Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
ARTICLE 1 – TERM
1.1 Initial Term
This Agreement shall commence on the Effective Date and shall continue for a fixed period of three (3) years (“Initial Term”).
1.2 Automatic Renewal
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive two (2) year periods (“Renewal Term”) unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. Notice of non-renewal must be sent by certified mail, return receipt requested.
1.3 180-Day Mutual Termination Option (Initial Term Only)
Either Party may terminate this Agreement within the first one hundred eighty (180) days of the Initial Term upon thirty (30) days written notice, without early termination penalty; provided, however, that Client shall remain responsible for payment of:
(a) all fees incurred through the effective date of termination; and
(b) any non-cancelable, prepaid, or annual third-party software licenses,
subscriptions, or service commitments purchased or committed to on Client’s
behalf, including but not limited to Microsoft 365 licenses, endpoint security
software, backup and disaster recovery subscriptions, and other SaaS or security platform commitments. This right does not apply during any Renewal Term.
1.4 Early Termination – Initial Term
If Client terminates without cause after the first 180 days of the Initial Term, Client shall immediately pay all remaining recurring charges due through the end of the Initial Term. The Parties acknowledge that the damages resulting from early termination would be difficult to ascertain with certainty and that the remaining recurring charges represent a reasonable estimate of anticipated damages and are not intended as a penalty.
1.5 Early Termination – Renewal Term
If Client terminates without cause during any Renewal Term, Client shall immediately pay all remaining recurring charges due through the end of the then-current Renewal Term. The Parties acknowledge that the damages resulting from early termination would be difficult to ascertain with certainty and that the remaining recurring charges represent a reasonable estimate of anticipated damages and are not intended as a penalty.
ARTICLE 2 – MANAGED SERVICES
2.1 Scope
Provider shall perform Managed Services as set forth in the written Quote(s) issued by Provider and accepted by Client (“Accepted Quote(s)”). Managed Services are delivered subject to Client’s continued compliance with the Required Security and Operational Baseline.
2.2 Inclusion
Only services expressly listed in the Accepted Quote(s) are included in the baseline monthly fee.
2.3 Exclusion
Services not expressly listed in the Accepted Quote(s) are excluded.
ARTICLE 3 – FEES AND ADJUSTMENTS
3.1 Baseline Monthly Fee
Client shall pay the monthly recurring service fees set forth in the Accepted Quote(s). The baseline monthly fee shall not be reduced during any term of this Agreement.
3.2 Annual Adjustment
Beginning on the first anniversary of the Effective Date and on each anniversary thereafter during the Initial Term and any Renewal Term, Provider may increase the baseline monthly fee by the greater of:
(a) five percent (5%), or
(b) the annual percentage increase in the U.S. Consumer Price Index for All
Urban Consumers (CPI-U) provided that such annual increase shall not exceed
ten percent (10%) in any twelve (12) month period. For purposes of this Section, CPI-U shall mean the U.S. Consumer Price Index for All Urban Consumers as published by the United States Bureau of Labor Statistics, using the most recently published twelve (12) month percentage change available at the time of adjustment. Such adjustment shall not constitute grounds for termination.
3.3 Payment Terms
All invoices are due within thirty (30) days of invoice date unless otherwise stated in the applicable Accepted Quote. Past-due amounts may accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. Client shall be responsible for reasonable collection costs, including attorney’s fees, incurred in recovering unpaid amounts.
ARTICLE 4 – BILLABLE SERVICES
4.1 Add-Ons
New hardware, software, licenses, SaaS platforms, or infrastructure added after the Effective Date are billable at Provider’s then-prevailing rates.
4.2 Moves
Physical relocation of equipment is billable.
4.3 Network Changes
Infrastructure redesign, ISP changes, firewall replacement, VPN redesign, domain migration, or architectural changes are billable.
4.4 Then-Prevailing Rate
“Then-Prevailing Rate” means Provider’s standard published labor rate applied
consistently across similarly situated clients. Such rates may be updated from time to time in Provider’s discretion.
4.5 Third-Party Vendor Coordination and Support
Provider shall provide reasonable assistance, as part of the Managed Services, in coordinating with Client’s third-party vendors regarding software, hardware, SaaS platforms, line-of-business applications, telecommunications services, and other systems within the Managed Environment. Reasonable assistance includes participation in vendor support calls, provision of logs or configuration information, and routine troubleshooting cooperation necessary to support systems covered under the Managed Services. Provider will allocate up to one (1) hour per vendor-related incident as included service time. Time spent assisting third-party vendors in excess of one (1) hour per incident shall be billable at Provider’s Then-Prevailing Rate. Extended vendor calls, repeated escalations, forensic-level diagnostics, architectural redesign, custom integration work, emergency vendor coordination outside Business Hours, or other extraordinary or time-intensive intervention shall be deemed billable services regardless of duration. Provider is not responsible for the performance, response time, defects, limitations, contractual obligations, or service failures of any third-party vendor and does not assume control of third-party systems. Nothing in this Section expands Provider’s liability, service level commitments, regulatory responsibility, or warranty obligations under this Agreement.
ARTICLE 5 – DEFINITIONS
5.1 Baseline Environment
“Baseline Environment” means the devices, systems, users, licenses, and components covered under the Accepted Quote(s).
5.2 Business Hours
“Business Hours” means Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, excluding recognized holidays.
5.3 Covered Equipment
“Covered Equipment” means equipment expressly listed or otherwise expressly
included as covered under the Accepted Quote(s).
5.4 Gross Negligence
“Gross Negligence” means intentional misconduct or reckless disregard of a known and substantial risk of harm. It does not include ordinary negligence, delayed response, third-party failures, vendor downtime, zero-day exploits, or acts of cybercrime.
5.5 Managed Services
“Managed Services” means the recurring services described in the Accepted Quote(s).
5.6 Security Incident
“Security Incident” means unauthorized access, ransomware event, data compromise, or material system intrusion affecting Covered Equipment.
5.7 Accepted Quote
“Accepted Quote(s)” means the written Quote issued by Provider and accepted by Client, including any amendments accepted in writing by Client.
5.8 Required Security and Operational Baseline
“Required Security and Operational Baseline” or “Baseline” means the minimum security, monitoring, licensing, backup, firewall subscription, and administrative controls required by Provider for all Managed Environments, as identified in writing by Provider and acknowledged by Client. The Baseline represents Provider’s minimum operational and security standard for delivery of Managed Services. The Required Security and Operational Baseline shall consist solely of those controls expressly identified in a written Baseline acknowledgment executed by Client and may not be expanded without Client’s written consent.
5.9 Managed Environment
“Managed Environment” means the Baseline Environment and any systems, devices, or infrastructure for which Provider performs Managed Services.
ARTICLE 6 – CLIENT RESPONSIBILITIES
6.1 Minimum Requirements
Client shall maintain all Covered Equipment in manufacturer-supported or vendor- supported status. Failure to maintain Minimum Requirements voids any service level commitments until corrected.
6.2 Administrative Access
Client shall provide Provider with administrative access as required.
6.3 Regulatory Responsibility
Client retains sole responsibility for regulatory compliance and reporting.
6.4 Backup Responsibility
Backup and Disaster Recovery (“BUDR”) services form part of the Required Security and Operational Baseline unless otherwise agreed in writing. If a separate written BUDR agreement is executed, such agreement shall govern the technical scope and restoration parameters applicable to BUDR services.
In the event of conflict, the separate BUDR agreement shall control solely with respect to restoration procedures and recovery parameters, but not with respect to Baseline requirements. Backup services remain subject to the limitations set forth in Article 10 of the Agreement.
6.5 Documentation of Declined Optional Services
If Client declines any service, safeguard, tool, hardware, software, configuration, upgrade, or security control recommended in writing by Provider, Client shall execute Provider’s Documentation of Declined Optional Services and Security Baseline Acknowledgment form in effect at the time of such recommendation.
6.6 Effect of Service Declination
Execution of the Documentation of Declined Optional Services and Security Baseline
Acknowledgment shall constitute:
(a) Acknowledgment of the risks associated with the declined service;
(b) Acceptance of responsibility for those risks;
(c) Agreement that Provider shall not be liable for losses, damages, downtime,
Security Incidents, regulatory exposure, or data compromise that could have
been prevented or mitigated by the declined service;
(d) Agreement that any applicable service level commitments related to the
declined service are void;
(e) Agreement that remediation of issues arising from declined services shall be
billable at Provider’s then-prevailing rates.
6.7 No Continuing Obligation
Declined services do not create any continuing obligation for Provider to monitor, remediate, or safeguard against the risks associated with such declined services.
6.8 Obsolescence/ End-of-Life Systems
Client shall maintain hardware, software, and firmware in manufacturer-supported status. Upon written notice from Provider that any component has reached End-of-Life or is no longer supported, Client shall remediate or replace such component within a commercially reasonable period.
If Client elects to continue operating unsupported or End-of-Life components after written notice, such components shall be excluded from the Required Security and Operational Baseline and from any service level commitments. Provider shall not be liable for Security Incidents, downtime, data loss, or operational failure arising from unsupported systems. Provider may, in its discretion, decline to provide support services for unsupported or End-of-Life systems.
6.9 Required Security and Operational Baseline Compliance
Client shall maintain all components of the Required Security and Operational Baseline in active, supported, and continuously operational status throughout the term of this Agreement. Client shall not remove, downgrade, disable, circumvent, or allow lapse of any Baseline component without Provider’s prior written consent.
Failure to maintain any Baseline component after written notice from Provider shall constitute material breach of this Agreement and may result in suspension or termination of services pursuant to Article 14.
6.10 Firewall Security Subscription Continuity
Active firewall security subscription services are a mandatory component of the
Required Security and Operational Baseline. Provider shall issue renewal quotations prior to expiration of firewall security subscriptions.
If Client accepts the renewal quotation, services shall continue uninterrupted.
If Client fails to respond prior to expiration, Provider may, at its discretion, renew the required firewall security subscription to prevent lapse and invoice Client accordingly.
If Client expressly declines renewal of required firewall security subscription services, such refusal constitutes material breach of this Agreement.
Failure to pay renewal invoice for required firewall security subscription services within the payment terms set forth in Article 3 shall constitute material breach.
6.11 Failure to Execute Documentation of Declined Optional Services and Security Baseline Acknowledgment
Failure by Client to execute the Documentation of Declined Optional Services and Security Baseline Acknowledgment after written recommendation shall not relieve Client of responsibility for risks associated with declining such service.
ARTICLE 7 – SECURITY and RESPONSE
7.1 No Guarantee of Security
Provider does not guarantee prevention of breaches, ransomware, or data compromise.
7.2 Initial Response Commitment
During Business Hours, Provider shall provide an initial response within fifteen (15) minutes to service tickets properly submitted through the Provider’s designated ticketing system by designated authorized representatives.
7.3 Definition of Initial Response
“Initial response” means acknowledgment of ticket receipt and commencement of triage and does not guarantee resolution.
7.4 Standard of Performance
Provider shall perform services using commercially reasonable efforts consistent with Provider’s standard operating procedures.
7.5 After-Hours Response
Outside Business Hours, including evenings, weekends, and holidays, Provider does not maintain continuous on-site staffing. Provider shall respond as soon as practicable based upon technician availability and internal procedures.
7.6 Critical Security Incident Determination
For purposes of this Agreement, a “confirmed critical Security Incident” may include, by way of example only and without limitation, total server outage, firewall failure affecting all users, ransomware encryption affecting production systems, or complete loss of network connectivity. Determination of whether a Security Incident is critical rests solely with Provider, acting in good faith and consistent with commercially reasonable standards.
ARTICLE 8 – REGULATORY RESPONSIBILITY
8.1 No Compliance Certification
Provider does not certify or guarantee Client’s compliance, nor compliance of the Managed Environment, with any federal, state, or industry regulation.
8.2 Security Risk Analysis
Security Risk Analysis (SRA) is a separately billable advisory service unless expressly included in the Accepted Quote.
8.3 Client Responsibility
Client retains sole responsibility for regulatory compliance, reporting obligations, policy implementation, administrative safeguards, workforce training, and regulatory determinations.
8.4 No Legal Advice
Provider does not provide legal advice and does not assume responsibility for
interpreting regulatory requirements.
ARTICLE 9 – LIABILITY LIMITATIONS
9.1 Aggregate Liability
Provider’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, strict liability, or otherwise, shall not exceed the greater of $15,000 or six (6) months of recurring service fees paid by Client during the twelve (12) months preceding the event giving rise to the claim.
9.2 Excluded Damages
Provider shall not be liable for lost profits, business interruption, data loss, ransom payments, regulatory fines, or third-party claims of Client.
9.3 Gross Negligence Exception
The liability cap does not apply if Provider engages in intentional misconduct or reckless disregard of a known and substantial risk of harm.
9.4 Assumption of Risk
Client’s execution of the Documentation of Declined Optional Services and Security Baseline Acknowledgment constitutes Client’s acknowledgment of the Required Security and Operational Baseline and acceptance of risks associated with any declined services, and further limits Provider’s liability consistent with this Agreement.
ARTICLE 10 – DATA LOSS and BACKUP
10.1 No Insurer Status
Provider is not an insurer of data and does not guarantee data preservation.
10.2 Restoration Limitation
Restoration is limited to the last successfully completed backup available at the time restoration services are initiated.
10.3 No Reconstruction Obligation
Provider is not responsible for reconstructing manually entered data, lost transactions, or recreating business records.
10.4 No Business Interruption Liability
Provider shall not be liable for business interruption, lost productivity, or consequential losses arising from data loss or system outage.
10.5 Backup Testing Responsibility
Client is responsible for requesting restoration testing if required for regulatory or operational assurance.
ARTICLE 11 – DISPUTE RESOLUTION
11.1 Mediation
The Parties shall first attempt to resolve any dispute through good faith mediation prior
to initiating arbitration.
11.2 Arbitration
Disputes not resolved through mediation shall be resolved by arbitration conducted in the Commonwealth of Virginia in the city closest to Provider’s principal place of business.
11.3 Arbitrator Structure
Claims of $250,000 or less shall be decided by one arbitrator. Claims exceeding
$250,000 shall be decided by three arbitrators.
11.4 Attorney Fees
The prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.
11.5 Class Action Waiver
The Parties waive any right to bring or participate in class or representative actions.
11.6 Contractual Limitation Period
Any claim must be brought within twelve (12) months after it accrues, and a claim shall be deemed to accrue when the Party asserting the claim knew or reasonably should have known of the facts giving rise to such claim, or it shall be permanently barred.
11.7 Waiver of Jury Trial
To the extent any dispute arising out of or relating to this Agreement is determined not to be subject to binding arbitration, the Parties knowingly and voluntarily waive any right to a trial by jury and agree that such dispute shall be resolved by a judge sitting without a jury in a court of competent jurisdiction.
11.8 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.
ARTICLE 12 – NON-SOLICITATION
12.1 Restriction
Neither Party shall solicit for employment the other Party’s employees during the term of this Agreement and for twelve (12) months thereafter without written consent.
ARTICLE 13 – FORCE MAJEURE
13.1 Force Majeure
Neither Party shall be liable for delay or failure to perform due to events beyond reasonable control, including but not limited to natural disasters, acts of government, utility failures, or widespread cyber events.
ARTICLE 14 – TERMINATION
14.1 Termination for Cause
Either Party may terminate this Agreement for material breach by the other Party, provided that:
(a) written notice of the alleged breach is delivered to the breaching Party; and
(b) the breaching Party fails to cure such breach within twenty (20) days after
receipt of notice.
For nonpayment of undisputed amounts, the cure period shall be ten (10) days.
If the breach is not cured within the applicable cure period, termination shall become effective upon written notice.
14.2 Suspension
Provider may suspend services for non-payment or refusal to implement a written security recommendation that presents an imminent and material risk of system compromise as reasonably determined by Provider in good faith.
14.3 Transition Assistance
Upon termination or expiration of this Agreement, Provider shall, upon Client’s written request, provide reasonable transition assistance to facilitate the orderly transfer of services to Client or a successor provider. All transition assistance shall be billable at Provider’s then-prevailing rates and shall be subject to Provider’s availability and scheduling. Provider is not obligated to provide transition assistance beyond thirty (30) days following termination unless otherwise agreed in writing.
14.4 Credential Release
Upon termination or expiration of this Agreement and payment of all undisputedamounts due, Provider shall release to Client administrative credentials necessary for continued operation of Client-owned systems. Provider shall not be required to release proprietary tools, monitoring configurations, automation scripts, or Provider-owned intellectual property.
ARTICLE 15 – EQUIPMENT OWNERSHIP
15.1 Provider-Owned Equipment
All backup appliances, firewalls, monitoring hardware, and security devices supplied by Provider as part of any Agreement remain Provider-owned at all times.
15.2 Return Requirement
Provider-owned Equipment must be returned within ten (10) business days of
termination.
15.3 Replacement Cost
Client shall pay full replacement cost for any Provider-Owned Equipment not returned or returned in damaged condition beyond ordinary wear.
ARTICLE 16 – ENTIRE AGREEMENT
16.1 Supersession
This Agreement, together with all Accepted Quote(s) and any written addenda expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous oral and written agreements, proposals, representations, negotiations, and understandings relating to the subject matter hereof.
16.2 Hierarchy of Documents
In the event of any conflict, inconsistency, or ambiguity between this Agreement and any Documentation of Declined Optional Services and Security Baseline Acknowledgment, the terms of this Agreement shall control. The Documentation of Declined Optional Services and Security Baseline Acknowledgment is intended to document acknowledgment and risk allocation consistent with this Agreement and shall not expand or modify Provider’s obligations beyond those expressly set forth herein.
16.3 Amendment Requirement
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.
16.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
16.5 No Waiver
No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the Party granting such waiver and shall apply only to the specific instance identified.
16.6 Survival
The provisions of Articles 9 (Liability Limitations), 10 (Data Loss and Backup), 11 (Dispute Resolution), 17 (Cyber Insurance and Indemnification), 18 (Confidentiality), and 19 (Intellectual Property), together with any payment obligations accrued prior to termination, shall survive termination or expiration of this Agreement.
16.7 Notices
Except as otherwise expressly provided in this Agreement, all formal notices required under this Agreement shall be in writing and delivered by certified mail, nationally recognized overnight courier, or electronic mail with confirmation of receipt to the addresses set forth above or to such other address as a Party may designate in writing.
ARTICLE 17 – CYBER INSURANCE and INDEMNIFICATION
17.1 Insurance Requirement
Client and Provider shall each maintain cyber liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate during the term of this Agreement. Such insurance shall remain in effect for the duration of this Agreement and shall not be materially reduced without thirty (30) days prior written notice to the other Party.
17.2 Proof of Coverage
Upon reasonable request and no more than once annually, either Party shall provide a certificate of insurance evidencing the required coverage.
17.3 Breach
Failure by Client to maintain the required coverage shall constitute a material breach of this Agreement.
17.4 Suspension
Provider may suspend services upon written notice if Client fails to maintain required coverage.
17.5 Liability Cap Reinforcement
Provider’s aggregate liability shall not exceed the limitation set forth in Article 9.
17.6 Indemnification
Client shall defend, indemnify, and hold harmless Provider from and against any third- party claims, losses, damages, penalties, or expenses arising from cyber-related incidents affecting the Managed Environment to the extent such losses are not caused by Provider’s Gross Negligence.
17.7 No Expansion of Liability
Nothing in this Article expands Provider’s liability beyond the limitations set forth in Article 9.
17.8 Client Notice of Coverage Changes and Incidents
Client shall:
(a) Notify Provider in writing within ten (10) business days of any lapse,
cancellation, non-renewal, or material modification of required cyber liability
insurance coverage; and
(b) Notify Provider promptly upon becoming aware of any suspected or confirmed Security Incident affecting the Managed Environment.
Failure to provide such notice may constitute material breach and may limit Provider’s obligations under this Agreement.
ARTICLE 18 – CONFIDENTIALITY
18.1 Confidential Information
Each Party acknowledges that it may receive non-public, proprietary, or confidential information of the other Party (“Confidential Information”) in connection with this Agreement.
18.2 Obligation of Confidentiality
Each Party agrees to:
• Maintain the confidentiality of the other Party’s Confidential Information;
• Use such Confidential Information solely for purposes of performing obligations under this Agreement;
• Not disclose such Confidential Information to any third party except as required to perform obligations under this Agreement or as required by law.
18.3 Exclusions
Confidential Information does not include information that:
• Is or becomes publicly available without breach of this Agreement;
• Is lawfully received from a third party without restriction;
• Is independently developed without use of Confidential Information.
18.4 Survival
The obligations of confidentiality shall survive termination of this Agreement.
ARTICLE 19 – INTELLECTUAL PROPERTY
19.1 Provider Property
All monitoring configurations, scripts, automation routines, system baselines,
documentation, policies, templates, and proprietary tools developed or deployed by Provider in connection with the Services remain the sole and exclusive property of Provider.
19.2 Limited License
Client is granted a limited, non-exclusive, non-transferable license to use Provider- developed materials solely for the duration of this Agreement in connection with the Services.
19.3 No Transfer of Ownership
Nothing in this Agreement transfers ownership of Provider intellectual property to Client.
19.4 Survival
The provisions of this Article shall survive termination of this Agreement.
ARTICLE 20 – ASSIGNMENT; CHANGE OF CONTROL
20.1 Binding Upon Successors
In the event Client sells substantially all of its assets or transfers a controlling ownership interest in its business operations, this Agreement shall remain in full force and effect and shall automatically bind the purchaser or successor entity (“Buyer”) by operation of law. The sale or transfer of Client’s business shall not relieve Client or its successor from obligations under this Agreement.
20.2 Buyer Termination Election
Buyer may elect to terminate this Agreement upon one hundred eighty (180) days written notice, provided that such notice is delivered within one hundred eighty (180) days following the effective date of the sale or transfer.
If Buyer does not deliver written notice of termination within such 180-day period, this Agreement shall continue in accordance with its existing terms, including any remaining Initial Term or Renewal Term.
20.3 Payment During Notice Period
If Buyer elects to terminate pursuant to Section 20.2, Buyer shall remain responsible for payment of all recurring service fees during the 180-day notice period.
20.4 Assignment by Provider
Provider may assign or transfer this Agreement without Client consent in connection with merger, acquisition, sale of substantially all assets, reorganization, or change of control. Such assignment shall not constitute grounds for termination.
20.5 No Additional Termination Rights
Except as expressly provided in Section 20.2 and Article 1, a change in ownership or control of either Party shall not provide grounds for termination.
ARTICLE 21 – COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically or by PDF shall be deemed valid and binding for all purposes.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
Computer Networks, Inc.
By: ______________________________________
Name: ____________________________________
Title: _____________________________________
Date: _____________________________________
Client
By: ______________________________________
Name: ____________________________________
Title: _____________________________________
Date: _____________________________________
V4 | Last Updated February 2026