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Loricca

Master Services Agreement

Master Services Agreement
 

This Master Services Agreement (this “Agreement”) is effective upon _______________ (the “Effective Date”), by and between Loricca, Inc. (“Loricca”), and _____________________________________(Client) (collectively “Parties”), (individually “Party”). 

 

Recitals 

  1. Loricca is a provider of Managed IT Services, Cloud Services, Cyber Security & Compliance Services, IT Consulting, Hardware and Software Consulting, Building Tech Solutions, and CISO, CTO, CSO, CCO Services (“Services”) and Hardware and Software Procurement (“Product”); and  
  1. Client may consider Products or Services from Loricca documented and accepted as Quote which are subject to this agreement. 

 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 

 

  1. Definitions.  For the purposes of this Agreement, the following terms have the meaning set forth below:  
  • “Quote” has the meaning set forth in the Recitals. 
  • Affiliate” is a person who is directly or indirectly under common control (the power to direct or cause the direction, including through the ownership, voting proxies, by contract or otherwise) a Party. 
  • Confidential Information” means any information that is not publicly known and is treated as confidential by a Party (i.e., personally identifiable information, trade secrets, information about business operations and strategies, Clients, contract terms, vendors, pricing, and marketing).  
  • Client Equipment” means any equipment, cabling or facilities provided by Client and used in the provision of Services. 
  • Client Materials” means any documents, data, methodologies, and other materials provided to Loricca by Client. 
  • Deliverables” means work product delivered to Client pursuant to an hereunder or prepared by or on behalf of Loricca in the course of performing Services pursuant to an Quote. 
  • Disclosing Party” means a party that discloses Confidential Information under this Agreement. 
  • Initial Assessment” means the process of accessing, understanding, and evaluating Client’s current System, network, and peripherals as a critical first step before initiating a managed services engagement and involves gathering essential information to create a tailored service plan.  
  • Intellectual Property Right(s)” means all: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.  
  • Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government or political subdivision thereof, or tribunal of competent jurisdiction that applies to a Party. 
  • Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 
  • MSA” means Master Services Agreement 
  • Permitted Subcontractor” has the meaning set forth in Section 2.1(b). 
  • Person” means an individual, corporation, limited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity. 
  • “Project” means a project as described in an Quote. 
  • Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.   
  • Services” has the meaning set forth in the recitals and includes any services provided by Loricca pursuant to an Quote hereto, which shall be made a part of, and incorporated into, this Agreement. 
  • “System” means the Client’s assemblage of devices, hardware, software, peripherals, data, processes, networks, servers, and related components.  
  • Term” as it relates to this MSA and Quote term(s) have the meaning set forth in Section 4. 
  • Loricca Equipment” means any equipment or hardware provided by Loricca and used in the provision of the Services for which ownership has not transferred to Client. 
  • Loricca Resources” means all employees and Subcontractors, of Loricca. 

 

  1. Loricca’s Obligations. 
  1. Upon execution of an Quote to this Agreement, Loricca shall:  
  1. Appoint one Loricca Personnel as primary contact with authority to act on behalf of Loricca in connection with matters pertaining to this Agreement (the “Loricca COO and/or CEO”);  
  1. Require any Person engaged as subcontractors of Loricca to provide Services pursuant to an Quote (“Subcontractor”) to be bound similar to no less restrictive requirements than those of Loricca in this Agreement, and, upon Client’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Client. 
  1. Client’s Obligations. 

3.1 Client shall: 

  1. cooperate with Loricca to facilitate the Services and appoint a Client’s employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement;  
  1. obtain and maintain all necessary licenses and consents and comply with all applicable Laws in relation to the Services, including all applicable local, state, federal, and international laws in all cases before the date on which the Services are to start;  
  1. grant Loricca the right to send Client’s employees Loricca’s Newsletter, “Tech Tips” and other email communications; and 
  1. allow Loricca to access the System through a reputable commercial third-party software, allowing remote monitoring and access, and to include software utilized for testing or diagnostic purposes. Such access includes Loricca’s ability to assess Client’s System for the Initial Assessment. Loricca cannot guaranty security of Client data against all threats. Loricca shall use commercial reputable third-party software to access and maintain the System within the scope of services accepted by the Client. Loricca shall utilized software tools and procedures to accommodate security best practices.   The Client shall be responsible for adopting secure practices and software tools according to Loricca’s recommendations. 
  1. provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by Loricca and agreed to by the Client in writing in advance, for the purposes of performing the Services; 
  1. respond promptly to any Loricca request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Loricca to perform Services in accordance with the requirements of this Agreement; 
  1. provide such Client Materials as Loricca may request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects; and 
  1. ensure that all Client Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant legal or industry standards or requirements. Client should, at Client’s expense, procure and maintain cyber insurance covering Client’s system with a financially sound and reputable insurer. Upon request, Client will provide Loricca with a certificate of insurance from Client’s insurer evidencing the insurance coverage.  
  1. ensure that Client Equipment, Systems and any relevant devices are required to maintain an active and applicable warranty throughout the duration of this Agreement. In the event that any warranty, as required by this Agreement, is inactive, inapplicable, or invalid or if technological advancements or industry standards necessitate a warranty upgrade during the term of this Agreement, Loricca may automatically renew or upgrade any such applicable warranty to meet the requirements herein. Client shall be responsible for the costs and fees associated therewith, which will be due upon receipt of an invoice associated with such warranty. 
  1. ensure all software utilized in the Systems by Client personnel are properly licensed. 
  1. Term, Termination and Survival. 
  1. This Agreement shall commence as of the Effective Date and shall continue thereafter for as long as an Quote to this Agreement is continuing plus one (1) year after the completion of Services under all Quotes, unless sooner terminated pursuant to Section 4.2 or Section 4.3 below. Loricca is not providing any services under this Agreement (services are specified and provided under Quotes), Client understands Client will remain bound by this Agreement for provisions including but not limited to, items regarding confidentiality, payment of fees, and limitation of liability.  
  1. Either Party may terminate this Agreement, effective upon sixty (60) days written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: 
  1. materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach;  
  1. becomes insolvent or admits its inability to pay its debts generally as they become due; 
  1. becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days of filing or is not dismissed or vacated within forty-five (45) days after filing;  
  1. is dissolved or liquidated or takes any corporate action for such purpose;  
  1. makes a general assignment for the benefit of creditors; and 
  1. has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 
  1. Notwithstanding anything to the contrary in Section 3.2, if the termination is by Client and not for Cause or is by Loricca and resulting from a breach by Client, Client shall pay:  
  1. a termination fee equal to the cost of six (6) months’ worth of the average fees paid by Client per month over the prior twelve (12) months, or the actual remaining months of fees if less than six (6) months remain on the term. (“Early Termination Fee”).;;   
  1. any unpaid monthly fees due through the termination date of the Quote; and  
  1. all amounts for Products, vendor service and equipment commitments made by Loricca’s in order to provide Services to Client for (1) the remainder of the Term, or (2) the termination fees required by of Loricca’s to terminate such commitments, whichever is less. Some vendors, i.e. Microsoft, do not allow early termination of license fees and Client understands and consents to payment of the licenses for the remainder of the license term.  
  1. Loricca may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment; or (b) more than two (2) times in any twelve (12) month period.  A reactivation fee equal to the actual costs reasonably incurred by Loricca in restoring Services shall be paid by Client. Loricca SHALL HAVE NO LIABILITY FOR ANY SUSPENSION OF SERVICES BASED ON CLIENT’S FINANCIAL BREACH.  
  1. The rights and obligations of the Parties set forth in Section 4.6 and in Sections 7, 8, 9, 10, 11, 12, 13 and 15, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.  
  1. Upon expiration or termination of an Quote to this Agreement: 
  1. Loricca shall; (i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Equipment and all Client Materials; (ii) promptly remove any Loricca Equipment located at Client’s premises that has not been sold to Client; (iii) provide reasonable cooperation and assistance to Client upon Client’s written request and at Client’s expense in transitioning the Services to an alternate service provider; and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services or Deliverables which have not been provided;  
  1. Client shall pay and reimburse Loricca for its costs in providing the transition services set forth in Section 5.5(a), in advance based upon Loricca’s estimate of costs for transitions services at its then-current billable rates; and Loricca shall reconcile actual charges for transition to new service provider with the prepaid amount described above within thirty (30) days of completion of transition assistance. 
  1. Each Party shall; (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information; (ii) within sixty (60) days after the termination of services permanently erase all of the other Party’s Confidential Information from its computer systems and; (iii) certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Client may retain copies of any Confidential Information of Loricca incorporated into the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables. Notwithstanding anything herein to the contrary, Loricca may permanently delete all of Client’s information in its possession sixty (60) days following the date of expiration or termination of this Agreement. 
  1. Loricca shall be held harmless for and indemnified by Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, Loricca’s deletion of Client data beyond the time frames described in this Section. 
  1. Loricca shall have no obligation to store or maintain any Client data in Loricca’s possession or control for more than fifteen (15) days following the expiration or termination of an applicable Quote, unless otherwise required by law. 

 

  1. Fees and Expenses; Payment Terms.  Client will pay to Loricca fees set forth in each Quote for the Services or Products provided under that Quote. Any Services beyond the scope detailed within an Quote(s), or within the scope of an Quote but for which Services are required to be performed outside of regular business hours of 8:00 a.m. to 5:00 p.m. local time, Monday-Friday (“Business Hours”), or on [New Year’s Day, Memorial Day, Independence Day, Labor Day,  Thanksgiving Day, Friday following Thanksgiving Day, Christmas Eve, Christmas Day or New Year’s Eve] (“Holiday”), or due to unauthorized modifications to System by Client (“Out-of-Scope Work”), shall be billed to Client and Client shall pay  for such Out-of-Scope Work according to Loricca’s then-current rates defined in the Quote.  Out-of-Scope Work shall not be provided to Client without written confirmation by either party within thirty (30) days of such request and an invoice may serve as such confirmation. All Loricca representations relating to time relating to Out-of-Scope Work are estimates of actual time and not a guarantee or agreement to perform for a fixed fee as time and cost involved may vary based upon the issues. Client may halt Out-of-Scope Work at any time with notice and payment of balance of work performed. Different hourly rates may apply based upon overtime, weekends or Holiday time, different levels of personnel experience, and/or sophistication of work. Unless otherwise provided in the Quote, said fee will be payable within thirty (30) days of invoice to Client. Loricca shall add any sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Loricca’s income, revenues, gross receipts, personnel or real or personal property or other assets. 

 

  1. Intellectual Property Rights; Ownership. 
  1. Loricca hereby irrevocably assigns a nonexclusive right throughout the world in and to the Deliverables.  
  1. Loricca and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to its Intellectual Property.  
  1. Except as explicitly set forth in this Section 6, no other license or transfer of any Intellectual Property right is conveyed or implied by this Agreement.  

 

  1. Confidential Information. 
  1.  Defined. Confidential Information shall mean any and all non-public information provided to Loricca by Client, including but not limited to Client’s customer data, personally identifiable information, employee information, customer lists, internal Client documents, and related information. Confidential Information shall not include information that: (i) has become part of the public domain through no act or omission of Loricca; (ii) was developed independently by Loricca; (iii) is or was lawfully and independently provided to Loricca prior to disclosure by Client, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.  
  1.  Use. Loricca shall keep Client’s Confidential Information confidential and shall not use or disclose such information to any third party for any purpose except as needed to perform hereunder. If Loricca is required to disclose the Confidential Information to any third party, then Loricca shall, by written agreement, keep the information confidential under terms that are at least as restrictive as those stated in this Section.  
  1. Due Care. Loricca shall exercise the same degree of care with respect to the Confidential Information it receives from Client as Loricca normally takes to safeguard its own confidential and proprietary information, which in all cases shall be at least a commercially reasonable level of care.  
  1. Compelled Disclosure. If Loricca is legally compelled by subpoena or similar process to disclose Confidential Information, Loricca shall notify Client in writing so that Client may seek a judicial remedy. Loricca will cooperate, at Client’s expense, with Client efforts to obtain judicial relief. Failing Client securing judicial relief, Loricca may disclose, without liability hereunder, that portion of the Confidential Information that it is legally compelled to disclose.  
  1. Loricca Information. Client shall not disclose information provided to Client by Loricca relating to proposals, pricing or deliverables of Loricca to Client.  

 

  1. Limited Warranty.  
  1. Loricca warrants only that its technicians are qualified to provide the Services. In the event of Loricca’s breach of the foregoing warranty, Loricca’s sole and exclusive obligation and liability and Client’s sole and exclusive remedy shall be as follows: 
  1. Loricca shall use reasonable efforts to cure such breach; provided, that if Loricca cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client’s written notice of such breach; Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 13.1. 
  1. In the event the Agreement is terminated in accordance with this Section 8.1, Loricca shall within thirty (30) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for such Service or Deliverable less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis. 
  1. The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Client or with respect to changes made by any Person other than Loricca or at Loricca’s direction. 
  1. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1 ABOVE; (A) Loricca HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND; (B) Loricca SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  CLIENT SHALL RELY UPON THE WARRANTY OF THE THIRD-PARTY MANUFACTURER OF PRODUCTS ONLY. CLIENT MAY PURSUE WARRANTY CLAIMS AGAINST THE MANUFACTURER ONLY, AS PRODUCTS ARE PROVIDED BY Loricca “AS IS”, WITH ALL FAULTS AND SUBJECT TO ANY LICENSE AGREEMENT.  

 

 

  1. Indemnification. 
  1. Each party (an Indemnifying Party”) hereby agrees to indemnify, defend and hold the other party (an “Indemnified Party”) harmless from and against any and all loss, damage, cost, expense or liability, including reasonable attorney’s fees, (collectively “Damages”) that arise from, or are related to the negligent acts, negligent omissions or intentional wrongful misconduct of the Indemnifying Party and/or the Indemnifying Party’s incurred, material breach of this MSA. Wrongful misconduct shall include infringement of copyrights, patent rights and/or unauthorized or unlicensed use of any material, property, or other work.  
  1. An Indemnitee seeking indemnification hereunder shall promptly notify the Indemnifying Party in writing of any Action and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section 10.2 shall not relieve the Indemnifying Party of its obligations under this Section 10.2 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense. 

 

  1. LIMITATION OF LIABILITY. 
  1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
  1. IN NO EVENT SHALL Loricca’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO Loricca PURSUANT TO THE APPLICABLE ADDENDUM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  
  1. IN THE EVENT LORICCA’S INSURANCE CARRIER ACCEPTS THE DEFENSE AND INDEMNIFICATION OF A CLAIM SUBMITTED BY CLIENT, THE PRECEDING PROVISIONS OF SECTION 11 SHALL NOT APPLY AND THE LIMITS OF LIABILITY SHALL BE THE ACCEPTED LIMIT OF THE INSURER. 
  1. IN THE EVENT THAT LORICCA CAUSE ANY DAMAGE TO CLIENT’S PERSONAL PROPERTY, LORICCA SHALL REPLACE THE DAMAGED PERSONAL PROPERTY.  
  1. LORICCA SHALL NOT BE LIABLE FOR DELAY IN PERFORMANCE OR NONPERFORMANCE OF ANY TERM OR CONDITION OF THIS MSA DIRECTLY OR INDIRECTLY RESULTING FROM LACK OF FULL AND FREE ACCESS TO SYSTEM OR PREMISES. THIS LIMITATION OF LIABILITY REPRESENTS A BARGAINED FOR EXCHANGE AND IS A MATERIAL COMPONENT TO THE CALCULATION OF FEES BY LORICCA. NOTWITHSTANDING THE FOREGOING, LORICCA SHALL NOT BE LIABLE FOR ANY DAMAGES WHICH WERE CAUSED OR WOULD HAVE BEEN PREVENTED BY PRODUCTS OR SOFTWARE OFFERED TO CLIENT BY LORICCA FOR WHICH CLIENT DECLINED OR DELAYED IMPLEMENTATION, OR FOR THE INTENTIONAL CRIMINAL ACTS OF THIRD PARTIES. 
  1. IF LORICCA’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS PREVENTED OR DELAYED BY ANY ACT OR OMISSION OF CLIENT OR CLIENT’S AFFILIATES, AGENTS, SUBCONTRACTORS, CONSULTANTS OR EMPLOYEES, LORICCA SHALL NOT BE DEEMED IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE LIABLE FOR ANY COSTS, CHARGES OR LOSSES SUSTAINED OR INCURRED BY CLIENT, IN EACH CASE, TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY FROM SUCH PREVENTIONS OR DELAY. 

 

  1. Placement Fee. 
  1. Client agrees that during the Term of this Agreement and for a period of twelve (12) months thereafter, Client will pay Loricca the Placement Fee for, individually or in conjunction with others, hiring or retaining, directly or indirectly any of Loricca’s employees or subcontractors (“Loricca Resources”) in order to compensate Loricca for the internal and external costs of recruitment, interviewing, placement expenses, training, certification and other efforts of Loricca relative to such person. “Placement Fee” means fifty percent (50%) of that employee or subcontractor’s annualized compensation with Loricca (including any bonuses) which shall be due and payable fifteen (15) days following Client’s hiring of a Loricca Resource. 

 

  1. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted for any failure or delay in fulfilling or performing any (except for payment obligations of Client for Services actually rendered), to the extent such failure or delay is caused by, or results from, acts beyond the affected Party’s reasonable control (a “Force Majeure Event”), including, without limitation: (a) nature disaster; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades; (e) national or regional emergency; (f)  strikes, labor stoppages or slowdowns; (g) compliance with any law or governmental order, rule, regulation or direction, embargo, export or import restriction, quota or other restriction or prohibition; (h) shortage of adequate power or telecommunications facilities; (i) epidemic; or (j) public health emergency. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.  During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance. The non-affected Party may terminate any affected Quote if such failure or delay continues for a period of thirty (30) days or more. 

 

  1. Miscellaneous. 
  1. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below, or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.4. 

 

If to Loricca: 

Loricca, Inc. 

8270 Woodland Center Blvd  

Tampa, Florida, 33614 Attn: Michael Whitcomb, CEO 

 

If to Client:  Client Primary Address on Quote. 

 

  1. Entire Agreement. This Agreement, together with Quotes, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement, and any Quote, the Quote shall have precedence except as it relates to term, limitation of liability and warranties.  
  1. Assignment.  Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Loricca may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of Loricca through merger, reorganization, consolidation or acquisition. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 
  1. Recording of Conversations. For training and quality purposes, each party to this Agreement acknowledges and agrees to the tape recording of conversations between the parties. 
  1. Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.  
  1. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If no such modification is possible, this Agreement shall terminate, and Client shall pay any sums outstanding for Services actually rendered within thirty (30) days, and Loricca shall refund any sums paid in advance for Services not rendered within thirty (30) days. 
  1. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the City of Tampa, FL, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.   
  1. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING ADDENDA, IS LIKELY TO INVOLVE COMPLICATED ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. 
  1. Equitable Relief. Each Party acknowledges that a breach by a Party of Intellectual Property Rights or Confidential Information may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary. 
  1. Attorneys’ Fees. In the event that any action, suit, or other legal proceeding by either Party against the other Party arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party. 
  1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

Premium – Managed Service Packages 

Guarantees 

  • Complete Information Privacy 

We pride ourselves on being respectful of our clients’ wishes in securing their private company information like we do our own. We do not share our clients’ proprietary information with anyone. 

 

  • 3rd Party Security Monitoring 

We have a 3rd Party security monitoring company that is constantly monitoring and evaluating Loricca’s Cyber Security posture, so we are maintaining security to protect the interest of all our clients.
 

  • Make Things Right If We Fall Short
    If we happen to not get something right the first time, we will correct the concern immediately.
     
  • Meet Service Level Expectations  

We hold our teams to the highest standard and we strive to meet our Service Level Expectation by taking a probabilistic-based approach where we forecast realistic work expectations to the overall fixed time that work items are likely to take in a certain process. 

 

  • 100% Satisfaction Guarantee 

If you are unsatisfied with a service issue, we will automatically take action to address your concerns.  

 

  • Try Us Before You Commit 

No matter the length of your contract, cancel within the first thirty (30) days of your contract if you are not satisfied. You’re only required to give us a written notice as per the MSA during that period.   

 

  • Onsite On-Time Guarantee 

When we provide you with a date and time that we’re going to be onsite, we guarantee that we’ll be on time, or we will notify you 30 minutes prior if we’re behind for any reason. 

 

 

 

 

Support 

 

  • After-Hours & Weekend Support 

As part of this addendum, we provide After Hours and Weekend support at an additional billable rate. 

 

  • Holiday Support 

As part of this addendum, we provide Holiday Support at an additional billable rate. 

 

  • Emergency – Remote Response Time  

Initial Response: 30 Minutes or Less 

 

  • Emergency – On-site Response Time  

Same Calendar Day (During normal Support Hours) 

 

What Constitutes As An Emergency? 

 

If the client’s entire IT system or a critical component experiences a complete shutdown or outage, affecting their ability to conduct business operations.  

 

Data Breach or Security Incident: 

If there is evidence of a security breach, unauthorized access, or any form of cyber-attack that compromises sensitive data, systems, or networks.  

 

Major Software Failure: 

When a core business application or software system used by the client experiences a critical failure, rendering it inoperable and affecting business processes. 

 

Network Infrastructure Failure: 

If there’s a significant disruption or failure in the client’s network infrastructure, leading to loss of connectivity, inability to access resources, or communication breakdown. 

 

Loss of Business-Critical Services: 

If services or processes that are crucial for the client’s daily operations, such as email, file sharing, or customer support systems, become unavailable or dysfunctional. 

 

Hardware failure: 

In the case of a critical hardware component failure (e.g. server, storage device) that impacts the client’s ability to function properly. 

 

Data Loss: 

If the client experiences significant data loss due to hardware failure, software corruption or other technical issues, resulting in potential loss of revenue, compliance violations, or reputational damage.  

 

Severe Performance Degradation: 

When the client’s systems or applications experience severe slowdowns or performance issues that hinder their ability to deliver services effectively. 

 

Compliance Violations: 

If an IT incident results in a breach of industry regulations, legal obligations, or data protection laws.  

 

  • Cybersecurity Event 

Loricca will provide or facilitate the first ten (10) hours of cyber incident triage per calendar year. Cyber Attack/Hack due to client’s or client employee’s negligence are not covered.  

*Incident Response (IR) is billed hourly beyond the included hours at a rate of $395/hour per security engineer required.  

 

  • Small Projects* 

You get one small project included each month. A small project is defined as setup or change for a single user. All projects are defined by our Three 5’s Rule: if it affects more than 5 users, takes more than 5 hours, or consists of more than 5 steps, it is considered a project. All projects over this rule will be quoted accordingly.  

Proactive Account Management 

 

  • Weekly Cyber Security & Tech Tips 

On “Tech Tip Tuesday” we send out Cyber Security & Tech Tips for educational purposes. 

 

  • Weekly Cyber Security Awareness Tips 

We send out a Weekly Cyber Security Awareness Tips to all clients for educational purposes. 

 

  • Payment & Invoice Portal 

We provide a convenient and easy-to-use payment portal where we accept credit card and ACH payments.  

 

  • Self-Service Portal  

We provide a fully functional portal where you can pull reports, review tickets and where we provide custom ticket templates for your convenience.  

 

  • Monthly Newsletter  

We send out a Loricca monthly newsletter to share with you the latest in business, gadgets, and any “In The News” information you need to know about Loricca. 

 

  • Dark Web Monitoring Report  

We send out a Monthly Dark Web Monitoring Report along with notifying you by creating a ticket of any breaches that we find on the Dark Web. 

  

  • Monthly Quality Assurance Touchbase Email 

Your Account Manager will reach out to you via email or phone call monthly to see if you need any assistance from us.  

 

  • Strategic Business Reviews 

Loricca will collaborate with key stakeholders on a regular basis to develop an IT strategy in alignment with the short- and long-term objectives of the client’s organization. A detailed roadmap and predictable budget will be provided to ensure major projects and expenses are planned for well in advance.  

 

  • Monthly Executive Summary Report  

We provide a full detailed report of the health of your network along with ticket trends and SLE reporting.  

 

  • Dedicated Account Managerm 

Your Account Manager will be your key point of contact at Loricca and a key advocate for making sure the services that you’ve purchased from Loricca are delivered at the highest level of standard.  

 

  • Custom Employee Onboarding and Offboarding Forms 

Your Account Manager will work with you to develop custom forms to better serve you during your onboarding and offboarding process of your employees’ IT needs.  

 

  • Real-Time Dashboard 

We provide a dashboard to see real-time ticket statuses, SLE reports, survey scores, and much more.  

 

User Management 

 

  • User Management 

Provide troubleshooting and support for managed user related issues, including access permissions and group memberships. 

 

  • Email Spam Filtering 

A robust spam filtering service, not only to protect you from inbound threats, but also to protect your contacts from potential outbound attacks.  

 

  • Access Permissions Violation Monitoring 

Access controls and User Behavior Analytics (UBA) will be implemented to monitor and alert for failed logins, unapproved region-based logins, and logins outside of the users learned working habits. *Requires appropriate Microsoft licensing and customer defined geo-location parameters. 

 

  • Suspicious Exposure of Sensitive Information Monitoring 

Email monitoring and device scanning will be used to detect customer defined sensitive data controls. *Covered data types include: Personally Identifiable Information (PII), Payment Card Information (PCI), Protected Health Information (PHI), Non-Public Information (NPI) 

 

  • M365 Suspected Bot Attacks Monitoring 

Managed M365 accounts will be monitored for known and suspected threat actor phishing and brute force attacks. *Requires appropriate Microsoft licensing. 

 

  • Mass Data Deletion / Download Monitoring 

Managed cloud connected accounts will be monitored for mass data deletion and downloading indicative of insider threats and threat actor access. 

 

  • Microsoft 365 User Account Monitoring 

365 Defense provides around-the-clock Microsoft 365 security monitoring and policy enforcement. With 365 Defense, cyber analysts will monitor and harden your Microsoft 365 environment and user accounts. 

 

  • White and Blacklist in Spam Filter 

We can allow or disallow certain mail flow based on different categories / preferences. 

 

  • Microsoft 365 or Google Workspace Backup 

Provide industry leading 256-bit encryption at rest and 128-bit in transit. Your data never leaves the Azure environment, which ensures all the inherent security and compliance capabilities that Azure offers.  Provide multiple snapshots at regular intervals throughout the day. This ensures that the backups keep up with your demands and provide you with peace of mind. 

 

  • Data Loss Prevention 

Loricca will build policies to control who and what devices can access managed M365 infrastructure and data. *Requires appropriate Microsoft licensing and Mobile Device Management (MDM). 

 

  • 2FA / MFA 

Multi-factor authentication provides an additional layer of security when logging into key systems. It’s the concept of something you know (password) plus something you have (phone) 

 

  • User Training 

We provide your company with live virtual training for your users as needed when it comes to your technology needs. We will provide up to 1-hr of training per company per quarter.  

 

  • Phishing Simulation 

Best-in-class, fully automated simulated phishing attacks, thousands of templates with unlimited usage, and community phishing templates. 

 

  • Microsoft 365 or Google Workspace Support and License Management 

We purchase and maintain the licenses for Microsoft 365 and Google Workspace. We provide support and troubleshooting for managed M365 and Google Workspace accounts. No development is included in support of these products.  

 

  • On-Demand Training 

We provide access to Award-Winning eLearning Courses for Microsoft Products along with cyber security awareness training sessions available with certificate of completion. This is a self-paced training course for your employees. 

 

  • New User Setup 

We provide up to 3 new user setups per month included in this package. Any additional users will be billed at a flat fee of $375 per new user setup.  

 

Computer Management 

 

  • User Management Microsoft 365 Azure / InTune Support & License Management 

We will provide support and changes to the Azure and InTune environment to optimize best performance and security. We will also manage the appropriate licenses when it pertains to Azure and InTune with the guidance of the client.  

 

  • Endpoint Protection 

An end-to-end approach to cybersecurity deeply rooted in artificial intelligence (AI) and machine learning (ML).  Detects and prevents attacks before they can execute, preventing users from opening URLs or visiting spoofing pages mimicking those of legitimate websites. 

 

  • Application Control 

A powerful tool that allows us to permit, deny or restrict applications from running on your devices. A gold standard when it comes to blocking ransomware, viruses, and other software-based threats.  

 

  • Content Filtering 

We will build and maintain web content filters based on customer defined business centric website categories. 

 

  • 24 / 7 / 365 Proactive Management and Alerting  

We provide 24/7/365 Proactive Management and Alerting for all supported devices under this contract.  

 

  • Scheduled Preventative Maintenance 

We provide scheduled maintenance for all supported computers under this contract. 

 

  • Patch Management – Microsoft, Adobe, Mozilla, Java, Google Chrome 

Our Network Operations Center team identifies, approves, and automates installation of necessary security patches. The installation is scheduled for pre-determined times to ensure security vulnerabilities are minimized.  

 

  • Automatic Escalation and Resolution of Alerts 

Our remote monitoring and management system provides the ability for us to escalate alerts to the appropriate engineers for resolution. 

 

  • Service Auto-Healing Custom Alerts 

We have the ability to create auto-healing functions in our system if we find there are reoccurring issues that we can solve through automation. 

 

  • Firmware Updates 

We provide firmware updates for all managed computers by not letting the computers be more than 2 stable firmware versions old.  

 

  • Support & Fix Computer Issues 

Loricca will provide computer break fix and managed software troubleshooting. Unmanaged software will receive best effort support or act as technical liaison with product support. 

*Remote support will be performed unless the technician determines onsite repair is necessary. 

 

  • Malware Sandboxing 

Suspicious and malicious content will be quarantined to a segmented part of the computer system. Analysis of the content will be performed and determined based on cybersecurity Tactics, Techniques and Procedures (TTPs) modeling. 

 

  • Computer Encryption Management 

Loricca will enable and maintain computer encryption on managed devices. 

 

  • Ring-Fencing 

Loricca will manage and maintain controls to limit computer system services, processes, and drivers to only their intended functions adding a layer of security against malware, ransomware, and threat actor exploitation. 

 

  • Custom Alerts 

We provide the ability to setup custom alerts for service and applications as needed. 

 

  • SIEM 

SIEM logs nearly every bit of under-the-hood activity on a computer- network access, security changes, permissions changes, etc. Those behaviors are then used to trigger alerts when an unusual or potentially malicious string of behaviors is detected. SIEM’s also provide Loricca with a means of tracing a security incident back to its source which is traditionally a blind spot for IT professionals. 1 Year Retention is included, additional retention available by request.  

 

  • MDR / SOC 

SIEM on steroids + a team of cyber security experts proactively identifying and remediating security threats. Takes in huge amounts of security / behavioral data from PCs and servers to identify suspicious patterns or actions. These behaviors are then reviewed by IT security professionals. Another team of “threat hunters” are proactively looking for signs of compromise. 

 

  • Data Loss Prevention 

Loricca will build policies to control who and what devices can access managed M365 infrastructure and data.  

*Requires appropriate Microsoft licensing and Mobile Device Management (MDM). 

 

  • Cyber Attack Remediation 

Loricca will provide or facilitate the first ten (10) hours of cyber incident triage per calendar year. Cyber Attack/Hack due to client’s or client employee’s negligence are not covered. 

*Incident Response (IR) is billed hourly beyond the included hours at a rate of $395/hour per security engineer required. 

 

  • Automated Software Deployment 

Loricca will deploy managed software automatically on all managed devices.  

*Loricca can help deploy unmanaged software at scale for an additional cost or block of hours. 

 

  • Provision Computer  

*Labor Only; All Hardware and Software Costs Will Be Additional  

Loricca will configure managed computers to match the customers approved desired state for new hires. These devices will be required to meet the Loricca minimum baseline requirements (i.e. Hardware, system specifications [CPU, RAM, storage space, etc. and current operating system). We provide up to 3 computer setups per month included in this package. Any additional users will be billed at a flat fee of $375 per new computer/user setup.  

 

 

  • Installation Of New Software 

Labor Only; All Hardware and Software Costs Will Be Additional. Loricca will provide managed software troubleshooting and support. Unmanaged software will receive best effort support or act as technical liaison with product support. 

 

Backup & Recovery – computer  

 

  • Computer File Backup 

Loricca will provide a file and folder level backup of the Desktop, Documents, and Picture folders for managed devices. 

*Customer compliance requirements will dictate the length of data retention where applicable or a rolling 30 days based on agreement package. 

 

Backup & Recovery – Server  

 

  • Server Data Backup 

Loricca will perform a 1-time bare metal backup of servers and file and folder level backup of the managed servers. 

*Customer compliance requirements will dictate the length of data retention where applicable or a rolling 30 days based on agreement package. 

 

Backup & Recovery – Disaster Recovery Backup  

 

  • BDR Backup 

Loricca will provide leased Backup and Disaster Recovery appliances housed at the customer owned office location to perform a bare metal backup and ongoing file and folder level backup of the managed servers. 

*Customer compliance requirements will dictate the length of data retention where applicable or a minimum rolling 30 days based on agreement package. 

 

Server Management 

 

  • Endpoint Protection 

An end-to-end approach to cybersecurity deeply rooted in artificial intelligence (AI) and machine learning (ML).  Detects and prevents attacks before they can execute, preventing users from opening URLs or visiting spoofing pages mimicking those of legitimate websites. 

 

  • 24 / 7 / 365 Proactive Management and Alerting  

We provide 24/7/365 Proactive Management and Alerting for all supported devices under this contract.  

 

  • Scheduled Preventative Maintenance 

We provide scheduled maintenance for all supported computers under this contract. 

 

  • Patch Management – Microsoft, Adobe, Mozilla, Java, Google Chrome 

Our Network Operations Center team identifies, approves, and automates installation of necessary security patches. The installation is scheduled for pre-determined times to ensure security vulnerabilities are minimized.  

 

  • Automatic Escalation and Resolution of Alerts 

Our remote monitoring and management system provides the ability for us to escalate alerts to the appropriate engineers for resolution. 

 

  • Firmware Updates 

We provide firmware updates for all managed server equipment. 

 

  • Application Control 

A powerful tool that allows us to permit, deny or restrict applications from running on your devices. A gold standard when it comes to blocking ransomware, viruses, and other software-based threats. 

 

  • Service Auto-Healing 

We have the ability to create auto-healing functions in our system if we find there are reoccurring issues that we can solve through automation. 

 

  • Microsoft 365 Azure / InTune Support & License Management 

Loricca will create, troubleshoot, support and maintain Azure and customer approved Intune device image profiles. Loricca may use Intune device profiles to install, manage, and/or maintain customer approved applications and software versions. 

*Requires appropriate Microsoft licensing and Mobile Device Management (MDM). 

 

  • Malware Sandboxing 

Suspicious and malicious content will be quarantined to a segmented part of the server system. Analysis of the content will be performed and determined based on cybersecurity Tactics, Techniques and Procedures (TTPs) modeling. 

 

  • Server Disk Encryption Management 

Loricca will enable and maintain server disk encryption on managed devices. 

 

  • Ring-Fencing 

Loricca will manage and maintain controls to limit server services, processes, and drivers to only their intended functions adding a layer of security against malware, ransomware, and threat actor exploitation. 

 

  • Remote Support & Fix – Server Issues 

Loricca will provide server break fix and managed software troubleshooting. Unmanaged software will receive best effort support or act as technical liaison with product support.  

*Remote support will be performed unless the technician determines onsite repair is necessary. 

 

  • Custom Alerts 

We provide the ability to setup custom alerts for service and applications as needed. 

 

  • SIEM 

SIEM logs nearly every bit of under-the-hood activity on a computer- network access, security changes, permissions changes, etc. Those behaviors are then used to trigger alerts when an unusual or potentially malicious string of behaviors is detected. SIEM’s also provide Loricca with a means of tracing a security incident back to its source which is traditionally a blind spot for IT professionals. 1 Year Retention is included, additional retention available by request.  

 

  • MDR / SOC 

SIEM on steroids + a team of cyber security experts proactively identifying and remediating security threats. Takes in huge amounts of security / behavioral data from PCs and servers to identify suspicious patterns or actions. These behaviors are then reviewed by IT security professionals. Another team of “threat hunters” are proactively looking for signs of compromise. 

 

  • Data Loss Prevention 

Loricca will build policies to control who and what devices can access managed M365 infrastructure and data.  

*Requires appropriate Microsoft licensing and Mobile Device Management (MDM). 

 

  • Cyber Attack Remediation 

Loricca will provide or facilitate the first ten (10) hours of cyber incident triage per calendar year. Cyber Attack/Hack due to client’s or client employee’s negligence are not covered. 

*Incident Response (IR) is billed hourly beyond the included hours at a rate of $395/hour per security engineer required. 

 

  • Automated Software Deployment 

Loricca will deploy managed software automatically on all managed devices.   

*Loricca can help deploy unmanaged software at scale for an additional cost or block of hours. 

 

  • On-Site Support & Fix – Server Issues 

Loricca will provide server break/fix and managed software troubleshooting. Unmanaged software will receive best effort support or Loricca will facilitate vendor support on the customer’s behalf. 

*Remote support will be performed unless the technician determines onsite repair is necessary. 

 

  • 24 / 7 / 365 Backup Monitoring, Alert Management 

Loricca will manage, monitor, troubleshoot and remediate alerts of backup related issues on managed servers. 

*Customer compliance requirements will dictate the length of data retention where applicable or a rolling 30 days based on agreement package. File level restore testing will be performed.  

**Compliance as a Service customers will get additional backup restore testing, validation, and reporting. 

 

Site Management 

 

  • Firewall with IDS / IPS 

Intrusion Detection Systems (IDS) and Intrusion Prevention Systems (IPS) are security features found in industry leading firewalls.  They use the process of monitoring the events occurring in your network and analyzing them for signs of possible incidents, violations, or imminent threats to your security policies. 

 

  • Dark Web Monitoring  

A combination of human and machine intelligence with powerful search capabilities to scour the dark web to identify, analyze and proactively monitor for your organization’s compromised credentials 24/7/365, alerting you to potential trouble, fast. 

 

  • Power Management 

In the case of internet service or power outage, the power management device automatically restarts your modem/router/gateway in an attempt to automatically restore connectivity to your business.  

 

  • Network Monitoring and Alerting for All Network Devices and Peripherals  

Visibility into Network Traffic flow, helping to identify issues or inconsistencies causing slow-downs or interruptions in your network infrastructure.  

True Compliance 

 

  • Governance, Risk and Compliance Center 

We will build and maintain a custom GRC portal to plan, track and document your compliance to standards such as PCI DSS, HIPAA, NIST CSF, AICPA Cyber Insurance, GDPR, CIS V.8, FTC Safeguards, NYDFS. We provide only one standard per purchased compliance agreement. 

 

  • Written Policies 

We will draft, track, disseminate and help you implement all the written policies necessary to satisfy the security controls associated with your compliance goals.  

 

  • Plan of Action and Milestones (POAM) 

We will identify shortcomings or deficiencies in your compliance program and build a POAM to serve as a project planner to help you forecast spend, assign responsibility, and make informed risk decisions. 

 

  • Network Diagram 

As part of onboarding, we will create a Network Diagram to visually depict the internal network topologies and components down to the host/device level. We will update this network diagram on a yearly basis or when newly managed core infrastructure devices are added or removed. 

 

  • Monthly Audit Log Creation 

Audit logs are generated by many sources, including security software such as antivirus software, firewalls, and intrusion detection and prevention systems; operating systems on servers, workstations, and networking equipment; and applications. Loricca will create and store the logs required to meet your security and compliance goals.  

 

  • Monthly Audit Log Review 

Loricca will review the audit logs to ensure the endpoints you are collecting logs from match up with what is in your inventory and configure any new endpoints to generate logs as needed. 

 

  • Monthly Compliance Management 

We will provide a monthly executive summary to identify progress on any ongoing compliance projects, verify the status quo, and update you on any changes that threaten your compliance goals. 

 

  • Disaster Recovery Plan 

If data is a critical function, you must have a plan to replace it. Backups are no longer enough. The team at Loricca brings decades of IT, Military, and civil disaster and emergency response planning to help you create a plan to address all your business data recovery needs, to include third parties and vendors. We will review and update this on an annual basis.  

 

  • Disaster Recovery Testing 

On an annual basis we will help you design and manage a test of your Disaster Recovery Plan. Rest assured knowing you can meet your Compliance and Disaster Recovery needs. 

 

  • Data Flow Chart 

If data is critical to your business, you need to know where it is and how it is used. Loricca will identify your critical data, map it, and help you understand who is using it and who is responsible for it on an annual basis. 

 

  • Network & Security Assessment Reporting 

Loricca will scan and assess the security of the network components and machines on a monthly basis that we manage for you. Ongoing assessments help you identify gaps in the ever-changing cybersecurity landscape to make sure you are provided up to date information to make risk decisions. 

 

vCISO 

 

  • Vulnerability Scanning 

Loricca will perform quarterly internal and external vulnerability assessments of the customer environment. 

 

  • Penetration Testing 

Loricca will perform an annual simulated penetration test against the customers managed digital environment. 

 

  • Security Vendor Management 

Loricca will manage security vendor relationships and validate the vendors are maintaining the customer required security and compliance standards annually.  

 

  • Create Written System Security Plan 

Loricca will create a System Security Plan curated to the customers business drive needs. 

*This requires customer involvement and end user interviews must be conducted. 

 

  • Attend And Update Board Members (if applicable) 

vCISO will attend scheduled executive or board member meetings to provide strategic and business continuity updates. vCISO will provide reports to highlight ROI and IT/Security budget planning. 

 

  • Review and Report Vulnerability Assessment 

vCISO will provide review and analysis of quarterly vulnerability assessments to customer designated IT or Point of Contact. Executive summary will be provided at board meetings. 

 

  • Review and Report Security Analysis 

vCISO will provide status reports on customer security posture, changes to standards and regulations, and status of adherence to System Security Plan (SSP). 

 

  • Review and Report Inventory Data Assets 

vCISO will provide an inventory of software in use and data flow analysis if applicable to compliance standards. 

 

  • Review and Report Threat Intelligence Emails 

vCISO will provide threat intelligence email notifications to customer when inventory assets are at risk of attack by threat actors. 

 

  • Review and Report Security Deliverables 

vCISO will track and report security metrics as defined by the SSP and validate security aligns with business continuity. 

 

Managed Tablet 

 

  • Tablet Device Management (MDM) 

Mobile Device Management is any software that allows us to automate, control, and secure administrative policies on your employees’ business-owned tablets. 

 

  • Support & Fix Tablet Issues (Remote Only) 

We provide remote support for all business tablets. This does not include repairs to damaged or malfunctioning tablets.  

 

Managed Mobile 

 

  • Mobile Device Management (MDM) 

Mobile Device Management is any software that allows us to automate, control, and secure administrative policies on your employees’ business-owned mobile devices. 

 

  • Support & Fix Mobile Issues (Remote Only) 

We provide remote support for all business-owned mobile devices. This does not include repairs to damaged or malfunctioning mobile devices.  

PRICING

 

1.              Service Change Requests and Orders.

  1. a) If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing (a “Service Change Request”). Loricca shall, within a reasonable time after such request (and, if such request is initiated by Client, not more than ten (10) business days after receipt of Client’s written request), provide a written estimate to Client of:
  2. the likely time required to implement the change;
  3. any necessary variations to the fees and other charges for the Services arising from the change;
  4. the likely effect of the change on the Services; and
  5. any other impact the change might have on the performance of this Agreement.
  6. b) Should the Service Change Request result in a change in fees or monthly charges to Client (e.g. the addition of services not defined in a Addendum), the Parties shall negotiate and agree in writing on the terms of such change (a “Service Change Order”). Neither Party shall be bound by any Service Change Order unless mutually agreed upon in writing and signed by each Party in an amendment to the Addendum.

 

2.              Insurance. 

  1. a) At all times during the Term and any Renewal Term, as the case may be, Loricca shall procure and maintain, at its sole cost and expense, at least the following types of insurance coverage:
  • Commercial General Liability including bodily injury and property damage and products and completed operations and advertising liability;
  • Worker’s Compensation not less than the minimum amount required by applicable law; and
  • Cyber and Professional Services coverage.
  1. b) Upon the written request of Client, Loricca shall provide Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 2. This Section 2 shall not be construed in any manner as waiving, restricting, or limiting the liability of either Party for any obligations imposed under the Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend and hold the other harmless under the Agreement).

3.              Equipment Policy.

Equipment included in all Addendums is subject to continued availability and is based on distributor/manufacturer pricing quoted to Loricca and used to determine the Addendum pricing structure. Final prices for equipment are subject to those in effect at the time of final agreement by Client. Product shipping time for standard shipping on in-stock equipment is typically five (5) to seven (7) business days to arrive at Loricca. Please note that product shipping time is not included in the product build time quoted to Client.

  1. For Managed and Hosting Services Clients only, equipment shall be ordered once Client has electronically approved the equipment quote. Upon Loricca’s receipt of the approved equipment quote, Vector shall order the equipment and then invoice the Client.
  2. Any installation or delivery of equipment to Client will only be scheduled once full payment for equipment has been received by Loricca and the complete equipment order has arrived to Loricca.
  3. Loricca must receive payment for equipment invoiced within fifteen (15) days of invoice date. No equipment shall be ordered unless full payment for equipment has been received by Loricca.
  4. Equipment cancellation invoices will include a seventy-five dollars ($75.00) cancellation fee plus the cost of returning the equipment to the distributor. Cancellation invoices will be assessed for any cancelled or unpaid approved equipment orders. The cancellation invoice must be paid thirty (30) days from date of invoice or support services will be suspended until payment has been received.
  5. Equipment listed in a Loricca equipment Addendum is considered recommended and approved by Loricca. Any equipment purchased through a third-party vendor is not considered recommended by Loricca. Installation of third-party equipment, no matter the services level, is not included and will be billed hourly as a Project.
  6. Loricca does not quote refurbished equipment. Loricca does not recommend using refurbished equipment.
  7. All equipment quoted by Loricca is to the specifications Client has provided to Loricca and Loricca’s assessment of Client’s current IT environment. Loricca does not provide model or part numbers for equipment quoted prior to successful installation.
  8. Loricca does not keep any equipment “in-stock” due to the wide variance between Client environments and needs. In case of critical hardware failure, as defined by Loricca, Loricca will provide Client the option of purchasing necessary equipment from a local source, if available. If Loricca is requested to pick up equipment from a local source, additional charges will apply for the time and travel to pick up the equipment.
  9. Manufacturers’ warranties are provided for equipment purchased through Loricca, if available. Additional warranties may be purchased through Loricca if requested and are available from the manufacturer.
  10. For Managed Services Clients, labor for replacing supported equipment that is necessary to maintain the current IT environment (i.e., a crashed computer) is not considered billable. New equipment that is to update/refresh or is an addition to the current IT environment is considered billable.
  11. For Managed Services Clients, installation of monitoring agent and antivirus for newly monitored machines is not billable. Setup of anything additional including new users, peripherals, networking, and servers is based on each Client’s Addendum.
  12. For all Clients, return policy on opened equipment will be determined by the manufacturer/distributor.
  13. For all Client(s), Loricca is not responsible for notifying Client of warranty expirations for equipment owned by Client.

 

4.              General/Billing.

  1. If Loricca determines a ticket request is a separate Project (as described in the Client’s Addendum), Loricca will obtain the Client’s approval before moving forward. As a rule of thumb, we follow the “3 5’s rule” when deciphering what is or isn’t a project. If it is anticipated to take more than five (5) hours, includes more than five (5) steps, or affects more than five (5) users, it is a Project. The “3 5’s rule” excludes onboarding and structured cabling.  All onboarding fees are due before work can commence. Loricca will include three (3) new computer setups per month at no additional charge for Advanced and Premium managed services clients.
  2. The following will always be considered Projects as they are considered Out of Scope of Managed Services and billable at the rates listed below in Section 5: pre-existing issues, any items not listed in your signed Addendum, application upgrades, new or replacement software, administrative or clerical work, cabling, and any time for training. Please follow up with your Account Manager for more details.
  3. An Addendum must be executed by both Parties before Loricca initiates work on a Project or Services described in the Addendum.
  4. If a Loricca technician works with the Client, all time spent working on the issue will be entered into the ticket and will be billed according to the Client’s agreement with Loricca.
  5. Client must provide each Addendum to its applicable employees.
  6. Client must return to Loricca the completed Onboarding/Project Documents before Loricca can schedule turn-up of Client sites.
  7. Only management approved users may approve Client quotes and/or Addendums and/or authorize charges by payment methods kept on file with Loricca.
  8. Professional Services Projects will be billed as follows: Client agrees to pay twenty-five percent (25%) upon acceptance of the estimate for a project. The remaining balance of seventy five percent (75%) will be billed monthly based on the percentage of completion for the project as defined below.
    1. Percentage of Completion: for each month of work completed, Loricca will determine the percentage of completion of the project based upon the work completed. The percentage of completion will be calculated as follows:
      1. Percentage of completion = (Total Hours Completed for the Project / Total Hours for the Project) x 100. The monthly payment due will be calculated by multiplying the percentage of completion achieved during that month by the total project cost, and subtracting any payments made previously, including the twenty five percent (25%) upfront payment.
    2. Loricca accepts ACH (no fee) and credit cards (9% processing fee) or wire transfer as forms of payment. No physical checks will be accepted.
    3. Client agrees that any invoices over thirty (30) days past due may be charged to the current payment method on file with Loricca.
    4. Client may dispute any billable time within thirty (30) days of receipt of the invoice. All time and costs that remain undisputed thirty (30) days after the invoice has been received by Client are considered final.
    5. In the event Client, in good faith, disputes a Loricca invoice, Client must bring the disputed items to Loricca within thirty (30) days after Client receives the invoice containing the disputed charge(s). Client must pay the undisputed items on the invoice in accordance with the payment terms of this Agreement. Client waives the right to contest any charges if the Client fails to notify Loricca in the time required in this section. Upon receipt of the Client dispute, Loricca shall respond within seventy-two (72) hours and shall contact Client to discuss the disputed issue. If the disputed invoice is not resolved by Loricca and Client discussing the matter, then the Parties will submit the disputed invoice issue to an arbitrator on written submissions only and further agree that the decision of the arbitrator shall be final and binding with no judicial or other review or appeal.
    6. All outstanding invoices must be paid before Loricca will release any passwords and documentation at the termination of services. Loricca will keep Client’s data and documentation for no more than thirty (30) days after Client’s last day, unless required otherwise by applicable law.
    7. Any assistance with third party vendors in connection with the termination of services with Loricca is considered billable.
    8. Client must provide Loricca with sixty (60) days’ notice of Client office location moves and/or third-party vendor changes that effect the technology environment supported by Loricca unless there is less than sixty (60) days between the knowledge of the change and its execution, in which case Client shall provide notice of the change as soon as is reasonably practicable.
    9. In the event Client does not have a support contract that covers travel with Loricca, Client agrees to reimburse Loricca for all actual, documented and reasonable travel and out-of-pocket expenses incurred by Loricca in connection with the performance of the Services; provided, that, such expenses conform to Loricca’s Travel and Expense Policy in effect as set forth in the Travel Expenses Addendum.
    10. After the initial twelve (12) months of the Term, for Services provided, Loricca may increase its standard fee rates specified in the applicable Addendum upon written notice to Client; provided, that:
      1. Loricca provides Client written notice of such increase at least sixty (60) days prior to the effective date of such increase; such increases occur no more frequently than once per contract year of the Term; and the amount of such increase shall not exceed five percent (5%) or the rate of inflation, whichever is greater.
    11. The following additional fees apply to all applicable Addendums:
      1. A three percent (3%) late fee will be assessed on all invoices where payment is not received within thirty (30) days after Client receipt of invoice.
    12. Projects that involve adding products, machines, services, etc., will require all products, machines, services, etc. to be billed throughout the course of the project.
    13. Loricca may increase rates for products provided by third party vendors in the event that the third-party vendor raises their pricing. This increase is considered separate from section 4(q) of these Sales Terms.

5.         Rates

  1. Please refer to our Rates in the provided quote.
  2. All rate changes will be announced within 60 days of the implementation.

6.         Trip Charge.

When a trip to a Client location is required, the following terms, conditions, and fee structures apply:

  • All Out of Scope work requiring a trip will be charged $125.00 per hour, in fifteen (15) minute increments, plus mileage for each trip to a Client location.
  • Clients with Managed Services packages that do not include onsite support will be charged $125.00 per hour, in fifteen minute increments, plus mileage for each trip to a Client location.
  • Loricca utilizes the IRS published rates to calculate mileage.
  • Parking cost(s) are not included in any Managed Services packages or Projects, and Parking cost(s), if incurred, will be invoiced to the Client at the actual cost paid by Loricca.

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