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Vigilis Prima - Addendum B

Schedule for Master Service Agreement

This Addendum B (Addendum) is attached to and made a material part of that certain Master Service Agreement by and between Socium IT LLC, a limited liability company organized in Georgia ("Company"), and the Client. Unless otherwise defined in this Addendum, all capitalized terms set forth herein shall have the same meanings and definitions ascribed to them in the Agreement. This Addendum is subject to all of the terms and conditions set forth in the Agreement.

Managed Technology Objective

Services Overview

Client wishes Company to provide certain managed services for services in scope for this addendum to assist in day-to-day service management for certain Vendors. The overall objective is for Company to support Client in the following areas:

  • Project Management
  • Asset and Inventory Management
  • Contract Management
  • Trouble Ticket Escalation
  • Managed MACD
  • QBR

Services

Project Management

Company will assign a resource to manage the project for all the services in scope for this addendum which will work with Client Vendors to support the implementation of a project. Company will develop a project plan, ensure timely delivery, and manage project risk. Company will adhere to the project plan outlined below.

  • Prepare and maintain a project plan outlining project tasks and milestones
  • Facilitate a project kickoff meeting and (1) project status meeting per week
  • Prepare and maintain meeting agendas and notes
  • Provide (1) written project update per week via email
  • Track project tasks and deliverables
  • Schedule design and planning meetings and facilitate review and acceptance of design
  • Coordinate and schedule Socium IT resources
  • Manage changes to project scope, timelines, and deliverables

Service Level Objectives

  • Delivery project plan within five (5) business days of Project Kickoff
  • Ensure 90% adherence with project schedule

Asset and Inventory Management

Company will maintain an inventory of all the Client's IT and telecom assets that are in scope for this addendum. Company will also track asset lifecycles, and provide insights for optimizing asset utilization. Services include regular updates to the asset database, asset tagging, and end-of-life recommendations.

Service Level Objectives

  • Maintain an up-to-date asset inventory with 99% accuracy
  • Perform quarterly audits and provide reports to the Client
  • Address asset data discrepancies within five (5) business days of identification

Contract Management

Company will oversee and manage the services in scope for this addendum for the Client's vendor contracts, ensuring compliance, monitoring renewal dates, and negotiating terms to align with the Client's business goals.

Service Level Objectives

  • Monitor and alert the Client of contract expirations 90 days in advance
  • Provide a quarterly review of all active contracts
  • Ensure timely updates to contract records within three (3) business days of receiving changes

Ticket Escalation

Company will act as an escalation point for support tickets opened on services in scope for this addendum to ensure resolution within agreed timelines. Responsibilities include tracking escalated tickets, coordinating with vendors, and ensuring communication with the Client's team.

Service Level Objectives

  • Acknowledge escalated tickets within one (1) business hour or after hours by 9am ET the next business day
  • Resolve or escalate issues to the vendor within four (4) business hours of acknowledgment
  • Maintain a resolution rate of 95% within the agreed escalation timeline

Managed MACD

Company will manage MACD requests, including provisioning, reconfiguration, deactivation, and removal of IT/telecom service for all services in scope for this addendum.

Service Level Objectives

  • Process standard MACD requests within two (2) business days
  • Process urgent MACD requests within one (1) business day
  • Ensure 98% accuracy in implementing changes

Quarterly Business Review

The Service Provider will conduct Quarterly Business Reviews with the Client to review service performance, identify areas for improvement, and plan upcoming initiatives.

Service Level Objectives

  • Schedule QBR meetings at least 30 days in advance
  • Deliver performance reports at least five (5) business days prior to the scheduled QBR
  • Address and document all agreed-upon action items within the following quarter

Fees

The fees for the services outlined in this Addendum will be calculated as 2% of the total Monthly Recurring Charges (MRC) of the services under management.

Example Fee Calculation

If the total MRC of the services under management is $10,000, the Client will be charged $200 per month.

This calculation will be based on the MRC as reported by the Client or verified through vendor invoices or statements provided to the Service Provider.

Invoicing and Payment

  • Monthly Invoicing: The Service Provider will issue invoices for the calculated fees on a monthly basis, no later than the 5th business day of each month
  • Payment Terms: Payment is due within 30 days of the invoice date, unless otherwise specified in the Master Services Agreement
  • Late Payments: Late payments are subject to a 1.5% late fee per month or the maximum allowed by law, whichever is less

Service Adjustments

  • Changes in MRC: If the total MRC of services under management increases or decreases during the term of this agreement, the monthly service fee will be adjusted accordingly, effective in the next billing cycle
  • Verification: The Service Provider reserves the right to request updated invoices or statements to verify changes in the MRC

Exclusions

The service fee does not include additional charges that may be incurred for:

  • One-time setup fees or non-recurring charges associated with the services under management
  • Any add-on services outside the scope of this agreement, which will be billed separately at mutually agreed rates

Term

The term of this Addendum shall be thirty-six (36) months from the Effective Date. Upon expiration of the initial term, the Addendum will automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

Assumptions

Client Responsibilities

  • Appoint a main point of contact for all post sales activities
  • Delivery of requested information deemed critical for the implementation of this Addendum
  • Execution of any LOAs required to allow Company to perform with the Client supplier base

Other Assumptions

  • Additional required tasks discovered through the application of this addendum not mentioned in the SO, or changes to the scope after the sign off will require a change order
  • Socium will not be responsible for information not provided

Contact Information

Socium IT, LLC
Contact: Stephen Hancock
Email: stephen@sociumit.com
Website: sociumit.com