Support Agreement: Bulk Purchase of ETUs
This Schedule is made pursuant to the Master Services Agreement (MSA) by and between a business entity defined in a Statement of Work, Quote, Order, and or Invoice that references the MSA and references this Schedule (“COMPANY”), for the use and benefit of itself and its Affiliates, and Forthright Technology Partners, Inc., a Florida corporation, with offices at 2893 Executive Park Drive, Suite 204 Weston Florida 33331 (“CONSULTANT”). For purposes of this Agreement, the term “Affiliate” means any entity or person that is directly or indirectly controlling, controlled by, or under common control with a party hereto. The terms and conditions of the MSA are hereby incorporated herein by reference. In the event of a conflict between the MSA and this Schedule, the terms of this Schedule shall prevail. All capitalized terms that are used but not defined in this Schedule shall have the respective meanings given to them in the MSA.
1. Program Details
This Schedule defines a prepaid purchase agreement of CONSULTANT’s services based on Engagement Team Units (ETU’s). Effective date of ETU(s) is/are based on the CONSULTANT’s invoice date of ETU purchase.
1.1 Engagement Team Unit (ETU)
CONSULTANT’s services delivered via ETU’s are provided via a pool of resources consisting of individuals (architects, engineers, consultants, technicians, operators, project managers, etc.) and automated systems. Each ETU provides for 15 hours of a resource’s time.
In order to simplify the billing for the utilization of these disparate resources, resources have been grouped into two units based on the level of expertise:
• Top Level Resources are composed of Architects, Engineers, Senior Administrators, and Consultants. These resources utilize ETU hours at a 1:1 rate; i.e. 1 ETU hour consumed for each hour of service provided
• Lower Level Resources are composed of Technicians, Administrators, Operators, Developers, Project Managers and automated systems. These resources utilize ETU hours at a .5:1 rate; i.e. 1/2 ETU hour consumed for each hour of service provided
ETU consumption is multiplied by a factor of 1.5 for work performed Monday – Friday before 8AM or after 8PM local time (local to COMPANY) or on weekends.
ETU consumption is multiplied by a factor of 2 for work performed during any major US holiday.
1.2 ETU Price
ETU’s are sold on a prepaid basis at $4,125 per ETU. The price is subject to change.
COMPANY understands that this is a prepaid package, and the purchase amount will be due upon the execution of this Agreement.
Discounts are available for higher quantities of purchased and prepaid ETUs acquired under each ETU purchase transaction. These discounts are not cumulative based on prior purchases of ETUs.
1.3 Service Level Agreement (SLA)
COMPANY understands that there is no SLA or implied guarantee of a response time and that ETU’s are intended to be used for scheduled, non-critical project work. COMPANY understands ETUs should not be utilized for critical support services as CONSULTANT may not be able to prioritize the request.
COMPANY understands that while the effort to prioritize the requests will be made, there are no implied guarantees of being able to prioritize any request.
1.4 Authorization and Procedure for the use of ETU’s
COMPANY authorizes CONSULTANT to use ETU’s for services requested by COMPANY. Requests for these services must be provided in writing (sample request enclosed below) and will result in the preparation of a quote, project plan, or statement of work (referred hereafter as “SOW”) that will define how the services will be provided, the timeframe for the provisioning of services, and an estimated amount of ETU(s) required to accomplish the request. These requests and approvals by COMPANY may be sent electronically.
CONSULTANT will review all requests for services and submit SOW to COMPANY in a commercially reasonable timeframe.
1.5 Application of ETU to Project Billings
As Services are provided under this Schedule, the balance of ETU’s will be diminished by the time expended, the factor of the resources providing the services, and the factor (if applicable) for after hours, weekend, or holiday time period (see section 1.1).
1.6 Service Provisioning
Service under ETU’s may be provided remotely or on-site as defined in SOW and at CONSULTANT’s discretion. CONSULTANT may impose minimum billing amounts if services are provided at COMPANY’s site.
In the event that CONSULTANT needs to travel more than 75 miles from CONSULTANT’S office, COMPANY will be responsible for all CONSULTANT travel costs which will be billed separately and not eligible for payment via ETU’s.
2. Recordkeeping and Disputes
CONSULTANT will maintain detailed billing records of invoices applied to ETU’s.
COMPANY will be provided by CONSULTANT, upon request by COMPANY and within 2 business days, a concise report detailing all of the billing records against ETU’s.
2.3 Dispute of Usage of BULK
COMPANY may dispute the invoicing of services related to an SOW and the application of these invoices against ETU’s. Disputes will be limited to whether the deliverables as described in the SOW have been delivered or are of an acceptable nature. Disputes must be made in writing and sent to the CONSULTANT project manager no later than the end of the following month of the disputed invoice’s date. Dispute must specify the deficiency COMPANY perceives in relation to the SOW deliverable or SOW specifications. CONSULTANT will have 14 business days to address deficiency and or respond to dispute by either providing additional information of the issue in dispute and how it is in accordance to the SOW specifications or addressing the issue in dispute.
3. Terms and Conditions
3.1 Expiration of ETU’s
ETUs purchased under this Schedule expire at the 1-year anniversary of the EFFECTIVE DATE of ETU.
3.2 Automatic ETU Provisioning
In the event that services are being provided under ETU(s), and the outstanding ETU(s) is/are exhausted before the services are completed, an additional ETU will be provided to COMPANY via an automatic replenishment ETU invoice. The invoice for the replenishment ETU will be due upon receipt.
However, COMPANY may request to not purchase the replenishment ETU and opt instead to pay for the hours expended by providing CONSULTANT with written notice within 10 business days of replenishment ETU invoice date. In this event, CONSULTANT will bill COMPANY for the hours expended at the current rack rates for the CONSULTANT resource used to resolve the outstanding issue.
3.3 Purchasing Additional ETU’s
Additional ETUs can be purchased at any time at the current price and their purchase date will be their EFFECTIVE DATE.
3.4 Refund or Convertibility of ETU’s
ETU’s purchased under this Schedule are non-refundable.
COMPANY may elect to apply unused ETUs towards any service purchased from CONSULTANT so long as these services are defined in separate SOW and those services are provided prior to the expiration of the ETU’s.