Professional Services Terms and Conditions

These Professional Services Terms and Conditions (“PS Terms”), together with any written order, quotation, or similar transactional document (“Order Documentation”) and applicable Schedules (collectively, the “Agreement”), govern the provision of services (the “Professional Services”) by the OpenText entity set forth on the applicable Order Documentation (“OT” or “We” or “Us”). In the event of a conflict between the terms of this Agreement, the Order Documentation will prevail over these PS Terms and applicable Schedules.

By accepting the Order Documentation referencing the PS Terms, You are entering into a legally binding contract with OT as of the date of the Order Documentation (the “Agreement Effective Date”) and You agree to be bound by and abide by the Agreement.  If You are entering into this Agreement on behalf of a legal entity, You represent and warrant that You have the authority to bind such entity, in which case the terms “You” and “Your” as used herein will refer and apply to such entity.

Schedules A through J attached hereto (each individually, a “Schedule”) describe the scope of the Professional Services to be performed as a part of each Professional Services offering.  The Order Documentation will specify the applicable Professional Services offering being provisioned to You, which shall incorporate the terms of the corresponding Schedule(s) into the Agreement. Any Schedules corresponding to Professional Services not mentioned in the Order Documentation shall have no effect on the Professional Services provided to You.

You and OT shall cooperate in good faith to complete the Professional Services in a timely and professional manner. You acknowledge and agree that any timelines provided for the completion of the Professional Services in the Order Documentation are a non-binding estimate by OT. The specific scheduling of any milestones or any activity set forth in an applicable Schedule shall be completed via email between You and OT. You acknowledge and agree that Your request to schedule any milestone or activity shall be made in writing to OT not less than fourteen (14) days prior to the requested date. You acknowledge that Your failure to adhere to a Schedule or perform Your Responsibilities (as set forth in the applicable Schedule below), failure to provide timely access to facilities, equipment, technology, or failure to provide complete and accurate information may delay completion of the Professional Services. If You confirm the start date of any milestone or activity but re-schedule or cancel such start date within ten (10) calendar days of such start date, OT reserves the right to invoice You (and You agree to pay such invoice) for OT’s actual costs incurred as a result of such re-scheduling or cancellation if OT, after making commercially reasonable efforts to do so, is unable to re-allocate the scheduled consultant(s) to another engagement during the scheduled dates. OT shall not be liable for any delays or inability to complete the Professional Services to the extent caused by Your non-compliance.  Furthermore, OT shall not be liable for any delays caused by time needed to review Your policies, or non-performance to the extent caused by OT’s inability to comply with any such policies. Subject to OT’s compliance with the confidentiality provisions stated herein, nothing in this Agreement shall restrict or limit OT from providing services which may be similar to the Professional Services to any other entity in any industry.

All Professional Services are to be completed remotely unless otherwise agreed in writing. The manner and means used by OT to perform the Professional Services are in the sole discretion and control of OT. OT may make use of subcontractors to perform any of its obligations under this Agreement, but OT will remain responsible for the performance of its subcontractors.

Upon completion of the Professional Services by OT, You shall have three (3) business days to reject the Professional Services, before the Professional Services shall be deemed accepted by You. If You reject the Professional Services, the parties shall mutually attempt to resolve Your concerns in good faith.

You are responsible for paying OT or a third party authorized by OT to resell the Professional Services to You (a “Reseller”), as applicable, the fees for performance of the Professional Services without setoff or deduction.  Unless otherwise stated in the Order Documentation: (a) OT or a Reseller, as applicable, will invoice You in advance for the fees for the Professional Services; and (b) all fees are guaranteed and non-refundable. If the Professional Services are performed onsite, You shall be required to reimburse OT for reasonable costs of travel and associated expenses (a) directly as set forth in an invoice from OT or (b) through payment to a Reseller from whom You purchased the Professional Services. Unless otherwise stated in the Order Documentation, all payments made directly to OT are due within forty-five (45) days of date of invoice. OT reserves the right to suspend or terminate the Professional Services for late or nonpayment including, but not limited to, an instance where you have paid a Reseller for the Professional Services, but the Reseller has not remitted payment to OT. Any such suspension or termination will not relieve You of Your obligation to pay the fees under the Agreement. You acknowledge and agree that the fees provided in the Order Documentation are subject to change where required by operation of the change management process and any additional fees incurred are payable per this section upon issuance of a CO (as defined in Section 4 (Change Management) below). When You purchase the Professional Services directly from OT, any portion of the fees not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid, and You shall bear all of OT’s costs of collection of overdue fees, including reasonable attorneys’ fees.

After the Agreement Effective Date, any proposed changes to the Professional Services will require a mutually executed, written change order (“CO”). The CO will describe the change requested, the rationale for the requested change, and the effect the change will have on the Professional Services, including any modifications to scheduled milestones or activities. Notwithstanding the foregoing and if You fail to meet the Assumptions or Your Responsibilities (as set forth in the applicable Schedule), OT may issue a change order (“OT CO”) that may include additional fees, schedule or milestone changes, or other material modifications as required by OT in its sole discretion to complete the Professional Services. If You do not agree to the OT CO, then OT may terminate this Agreement immediately upon written notice to You without liability.

You shall implement and maintain adequate policies and procedures and physical and technical barriers restricting OT’s access to Your data (“Your Data”) beyond that which is necessary to perform the Professional Services. You represent and warrant that any access to Your Data provided by You to OT pursuant to this Agreement shall be given in accordance and compliance with all applicable laws and regulations, including data privacy laws and regulations including more specifically the EU General Data Protection Regulation. No later than seven (7) days after the Agreement Effective Date, You shall provide OT with copies of Your applicable data security policy and any other policies with which OT may be required to comply in the performance of the Professional Services. Where OT cannot or will not comply with any policy in part or in its entirety, OT may terminate this Agreement without liability within thirty (30) days of receipt of such policies by OT.  

The Agreement commences upon the Agreement Effective Date and shall terminate upon Your acceptance of the Professional Services pursuant to Section 2 (Acceptance). Notwithstanding the foregoing and where this Agreement includes Schedules C, E, and/or G, the Agreement will automatically terminate on the one-year anniversary of the Agreement Effective Date and such Schedules are not subject to Your acceptance of the Professional Services. Any hours of Professional Services not utilized by You upon termination of this Agreement expire at that time and no refund or compensation will be provided to You for your failure to utilize those hours.

“Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) which: (a) is marked as confidential or proprietary by the Disclosing Party; or (b) the Receiving Party should reasonably understand to be confidential.  Each Disclosing Party may disclose to the Receiving Party Confidential Information pursuant to the Agreement.  Each Receiving Party agrees, for the term of the Agreement and for three (3) years after such term, to hold Disclosing Party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (other than to affiliates and to professional advisers who are bound by appropriate written obligations of confidentiality) unless authorized to do so by Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder.  Each Receiving Party agrees to take reasonable steps to protect Disclosing Party’s Confidential Information from being disclosed, distributed, or used in violation of the provisions of this Section 7.  The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that: (i) is or becomes a part of the public domain through no act or omission of Receiving Party; (ii) was in Receiving Party’s lawful possession without confidentiality obligation prior to the disclosure and had not been obtained by Receiving Party either directly or indirectly from Disclosing Party; (iii) is lawfully disclosed to Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by Receiving Party or its employees or agents without use of Disclosing Party’s Confidential Information; or (v) is required to be disclosed by Receiving Party as a matter of law or by order of a court or by a regulatory body, provided that Receiving Party promptly notifies Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to contest such disclosure requirement and/or seek a protective order or waive compliance with this Section 7.  Each Receiving Party is responsible for any actions of its affiliates, employees, and agents in breach of this Section 7.

OT and its licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Professional Services (including any and all software used to provide the Professional Services and all graphics, user interfaces, logos, and trademarks arising in the provision of Professional Services), any documentation provided by OT, and any data arising from the Professional Services distinct from Your Data, including all derivative works of each of the foregoing, and all rights (including goodwill and common law rights) under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights to each of the foregoing (“Intellectual Property Rights”).  This Agreement does not grant You any Intellectual Property Rights in or any license to the Professional Services or any of its components or documentation, except to the limited extent that this Agreement specifically sets forth such rights.  OT and its licensors reserve all rights not expressly granted to You in this Agreement.

In the course of receiving the Professional Services, You may provide OT reports, comments, suggestions or ideas relating the Professional Services (“Feedback”). You agree that Your provision of Feedback does not give You any Intellectual Property Rights or any other right, title, or interest in or to any aspects of the Professional Services, OT products, or OT materials, even if such Feedback leads OT to create new Professional Services, OT products, or OT materials. You agree to provide OT any assistance reasonably required to document, perfect, and maintain OT’s rights in and to such Professional Services, OT products, or OT materials. OT shall have no obligation to treat such Feedback as Your Confidential Information or trade secret information. No representations, warranties, or indemnities as may be granted by either party to the other under this Agreement shall apply to Feedback.

OT does not control access to Your Data or environment.  Rather, such access depends in large part on the performance of internet services and technology provided or controlled by third parties and the public internet infrastructure, as well as on other events beyond OT’s control.  At times, the action or inaction of parties or systems not controlled by OT or other events beyond OT’s control can impair, disrupt, or delay OT’s ability to provide the Professional Services to You.  Notwithstanding anything to the contrary in this Agreement, OT disclaims, and You shall not hold OT responsible for any and all liability resulting from or related to such actions or events, including (without limitation) acts of God, acts of governmental authority, unavailability of third-party communication facilities or energy sources, fires, transportation delays, or any cause beyond the reasonable control of OT.

Except as otherwise specified in this Agreement, all notices sent to OT are required to be in writing and are considered effective five (5) days after mailing, when sent via certified mail, return receipt requested and postage prepaid to: 385 Interlocken Crescent, Suite 800, Broomfield, Colorado 80021, Attention: Legal Department with a copy of the notice sent to OT via e-mail at smbclegal@opentext.com.  By providing Your email address to OT or a Reseller, You agree to receive all required notices from OT electronically to that email address.  Such notices are effective upon being sent to the email address.  It is Your responsibility to notify OT or the applicable Reseller of any change to Your email address.  Notices are also effective to You five (5) days after mailing, when sent via certified mail, return receipt requested and postage prepaid to Your address on any Order Documentation.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OT OR ITS AFFILIATES OR LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (B) LOSS OF GOODWILL OR REPUTATION; (C) INTERRUPTION OR DELAY OF THE SERVICES; (D) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA OR BREACH OF DATA OR SYSTEM SECURITY; (E) COST OF REPLACEMENT GOODS OR SERVICES; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER OT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF OT AND ITS AFFILIATES FOR ALL CLAIMS IN CONNECTION WITH ANY ORDER DOCUMENTATION EXCEED THE TOTAL AMOUNT OF FEES PAID TO OT UNDER THE APPLICABLE ORDER DOCUMENTATION GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND IS NOT CUMULATIVE WITH ANY OTHER PAYMENTS MADE BY YOU TO OT. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION APPLY WHETHER SUCH CLAIMS ARISE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

OT warrants that it will perform the Professional Services in a professional and workmanlike manner, consistent with industry standards. Your sole remedy and the sole obligation of OT for breach of the foregoing warranty shall be for OT to re-perform the non-conforming portion of the Professional Services. EXCEPT AS EXPRESSLY STATED ABOVE, THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND OT EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

The Agreement shall be governed, construed, and enforced in accordance with the laws of Delaware. Unless otherwise agreed between You and OT, work shall be performed during regular business hours based on the location of where OT personnel providing the Professional Services reside from Monday through Friday excluding any public holidays. In addition to any termination rights in the Agreement, You acknowledge and agree that OT shall have a right to notify law enforcement and terminate the Professional Services if, during the performance of the Professional Services, OT (a) observes information that, in the opinion of OT, may constitute child pornography, (b) believes in its opinion that continued performance of the Professional Services will commit or aid and abet any crime, or (c) discovers evidence of the planning of a future crime, OT shall (i) immediately notify You of such evidence and (ii) have a right to discontinue performance of Professional Services and/or immediately terminate the Professional Services, without liability or penalty.

You will at Your own expense, defend, hold harmless and indemnify OT and its affiliates, directors, officers, and employees in connection with any actual or alleged claim(s) against OT brought by a third party to the extent that the action is based upon (i) Your use of the Professional Services, or (ii) Your acts or omissions. No provision of this Agreement is intended to or shall be construed to confer upon or give to any third party any rights, remedies, or other benefits under this Agreement. This Agreement represents the entire agreement of the parties, and supersedes any prior or current understandings, whether written or oral, with respect to the subject matter of this Agreement.  Any purchase order terms which purport to amend or modify terms of this Agreement, or which conflict with this Agreement, are void. All provisions of the United Nations Convention On Contracts For The International Sale of Goods are hereby rejected by the parties and excluded from this Agreement in their entirety.

Schedule A

Carbonite Migration Quick Start: Custom

Scope of Work: OT will provide technical assistance and knowledge transfer for the QuickStart installation of Carbonite Migrate on the number of source servers set forth in the Order Documentation in order to migrate and validate data replication from the source servers to standalone target servers. OT will install, configure, and tune Carbonite Migrate to migrate the source servers to a new environment utilizing the full server migration workflow and the standard migration checklist utilized and completed during each checkpoint of the migration. Migration cutovers consist of a one (1) time cutover.

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Secure a list of servers and their current configurations
• Review the prerequisites for source and target servers for migration
• Conduct a planning session with You where tasks/activities, schedules, roles and responsibilities for each party will be defined

OT Responsibilities:

• Review the Professional Services Pre-Installation Checklist
• Review Your server list for migration
• Review and create migration plans and timelines with You
• Validate target server configuration
• Install and configure Carbonite Migrate
• Create and validate migration jobs
• Complete the server migration cutovers per project plan
• Facilitate Solution Skills Transfer Session with You
• Assist in post migration tasks limited to basic server functionality to verify servers are online

Your Responsibilities:

• Build and configure all target servers and provision helper VMs (if applicable)
• Provide remote access to the environment for migration job setup and cutover
• Provide administrative access to the source and target servers or other administrative rights needed for the migration
• Provide all networking and isolation required for bubble testing of the servers (if required)
• Conduct all server discovery and migration wave planning (OT can provide a migration worksheet to assist with the migration planning if You have not already created a project plan)

Assumptions:

• Existence of remote access to the servers being migrated via VPN or another remote means
• Source servers have a supported OS version and disks of a supported volume type
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity between source and target servers
• IT and end-users are made available for all project phases
• Backup of all data is complete prior to commencing server migrations

Out of Scope:

• Migration of clusters
• Custom documentation created by OT

Schedule B

Proof of Concept

Scope of Work:  OT will provide a Proof of Concept (“POC”) in Your environment to validate the efficacy of OT software for migrations or disaster recovery for You. OT will install the current version of OT software on POC servers and assist, configure, and tune OT software for the POC.  The POC will cover scenarios for testing and validation, which may include a failover or migration but not a failback/revert process. This POC will cover a migration from a SQL cluster to a standalone server, and then a full server migration of that new standalone server to Azure.

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist, which will be reviewed with You and the OT engineer
• Conduct a planning session with You where tasks/activities, schedules, roles, and responsibilities for each party will be defined

OT Responsibilities: OT, in consultation with the You, will schedule and perform all POC testing and validation 

Acceptance Criteria for POC:

• Source server online up to the migration process
• Validate replication from source to target
• Review server hardware resource overhead to ensure no production impact
• Review bandwidth usage to validate minimal network impact
• Verify failover processes complete and are successful
• Verify application settings, folders, shares, and database consistency
• Verify server functionality, application availability, and server/registry settings (full server testing)
• Verify user connectivity to target server

Your Responsibilities:

• Build and provision all target servers
• Provide remote access and administrative login rights to source and target servers (can be controlled by You)

Assumptions:

• Only scenarios listed in the Order Documentation are tested for the POC
• No servers in the POC will have production connectivity or production data
• All servers tested in the POC are rebooted
• POC servers contain minimal data (less than 250 GB)
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers
• Provision of standalone servers in the new environment matches the source server’s OS version and drive letter layout
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• OT has system access, including necessary maintenance windows to systems, network, and applications.
• You have completed all related setup, configuration, and sizing on POC servers including AD and DNS

Out of Scope:

• Full server of Windows Failover Clustering
• Full circle failover/restore/failback testing
• Custom documentation created by OT

Schedule C

Carbonite Migration Support: Hourly

Scope of Work:  OT will assist with the installation, configuration, and tuning of Carbonite Availability or Carbonite Migrate to migrate Your servers for the number of hours specified in the Order Documentation.  An OT technical architect, project manager, or engineer will provide all such assistance. Hours may be used for remote sessions, onsite visits (if requested), or conference calls. OT will not provide ad-hoc on-demand support for the OT products under this schedule.

Planning and Discovery: Prior to commencing any work, OT will:

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Provide OT with a list of servers and their current configurations
• Review the prerequisites for source and target servers for migration

Use of OT Support Hours:

• Assist with planning and environment discovery
• Review pre-installation checklist
• Assist with POC migrations
• Review server list for pre-requisite compliance
• Validate Your server lists
• Provide report of server grouping and migration wave planning with Your assistance to determine the best timeline for a full migration plan
• Assist with a full migration plan to turn over to any designated third party
• Assist with installation and configuration of Carbonite Migrate or Carbonite Availability
• Support migration cutover or on-call assistance
• Assist with support calls if applicable

Your Responsibilities:

• Build and provision all target servers

Assumptions:

• Support hours are provided remotely
• Only standalone servers will be migrated
• Source and target servers are at the required and supported operating system level (and kernel if applicable) and properly installed with communications operational
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• Backup of all data is complete prior to commencing server migrations

Out of Scope:

• Migration of clusters
• Use of other OT software for discovery or dependency mapping

Schedule D

Migration as a Service: Based on Number of Servers

Scope of Work:  OT will migrate the number of Your standalone servers set forth in the Order Documentation to a new environment identified by You. OT will provide, configure, and tune Carbonite Migrate to migrate the source servers to a new environment utilizing the full server migration workflow and the standard migration checklist utilized and completed during each checkpoint of the migration. Migration cutovers consist of a one (1) time cutover.

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Secure a list of source and target servers and their current configurations from You
• Review the prerequisites for source and target servers for migration

Tasks Managed by OT:

• Review the Professional Services Pre-Installation Checklist
• Review Your server list for migration
• Review and create migration plans and timelines with You
• Install and configure all helper VMs in Your environment for the migration (if applicable)
• Provide and configure Carbonite Migrate
• Create and validate migration jobs
• Complete server migration cutovers per project plan
• Assist in post migration tasks limited to basic server functionality to verify servers are online

Your Responsibilities:

• Provide remote access to the environment for migration job setup and cutover
• Provide administrative access to the source and target servers or other administrative rights requested by OT
• Build/configure all target servers required for the migration, if applicable
• Conduct all server discovery and migration wave planning (OT can provide a migration worksheet to assist with the migration planning if You have not already created a project plan prior to the Agreement Effective Date)
• Provide all networking and isolation required for bubble testing of the servers, if applicable

Assumptions:

• Source servers use a supported OS version and disks use a supported volume type
• Existence of remote access to the servers being migrated via VPN or another remote means
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Provision of standalone servers in the new environment matches the source server’s OS version and drive letter layout
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• OT has system access, including necessary maintenance windows to systems, network, and applications
• You have completed all related setup, configuration, and sizing on POC servers including AD and DNS

Out of Scope:

• Migration of clusters
• Knowledge transfer or training by OT
• Custom documentation created by OT

Schedule E

Carbonite Migrate Advanced Technical Specialist

Scope of Work:  OT will provide private instructor-led training sessions on OT products for Windows and Linux for the number of hours and for the number of participants in the Order Documentation. Any training sessions will be a minimum of four (4) hours (or counted as 4 hours against the total hours available where a training session is less than 4 hours in duration).

Your Responsibilities:

• Provide laptops and internet access for each individual trainee

Out of Scope:

• Custom documentation created by OT

Schedule F

Carbonite HA/DR Quickstart: Custom

Scope of Work:  OT will provide technical assistance and knowledge transfer for the QuickStart installation of Carbonite Availability on source servers to migrate data from source servers to target standalone servers as specified in the Order Documentation. Specifically, OT will:

• Install the current version of Carbonite Availability on Your specified servers
• Configure and tune Carbonite Availability to protect the standalone servers using the appropriate workflow
• Provide guidance that enables You to use the software in Your server environment without requiring You to procure additional Professional Services
• Review and provide the appropriate and available documentation including the software User’s Guide to You
• Review the failover and restore/failback process. No restoration of data is to be performed which is classified as ‘non-destructive’ testing
• Provide additional information related to testing during the Planning and Discovery phase with You

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Conduct a planning session with You where tasks/activities, schedules, roles, and responsibilities for each party will be defined

OT Responsibilities:

• Review the Professional Services Pre-Installation Checklist
• Review Your supplied server list
• Validate target server configuration
• Install and configure Carbonite Availability
• Complete failover testing as described above
• Conduct a Solution Skills Transfer Session with You
• Provide You with a Support hand-off

Your Responsibilities:

• Build and provision all target servers or helper VMs
• Provide remote access and administrative login rights to source and target servers (can be controlled by You)

Assumptions:

• All Professional Services are provided remotely
• Appropriate applications are installed in the new environment
• Source servers have a supported OS version and disks have a supported volume type
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• IT and end-users are made available for all project phases

Out of Scope:

• Full server of Windows Failover Clustering
• Custom documentation creation by OT
• Full circle testing or restoration of data by OT

Schedule G

Carbonite HA/DR Project Support: Hourly

Scope of Work:  OT will provide technical assistance for a High Availability/Disaster Recovery project (“HA/DR”) performed by You or Your agents for the protection of standalone servers. OT will provide You with the services for the number of hours specified in the Order Documentation. An OT technical architect, project manager, or engineer will provide all hourly HA/DR assistance. Hours may be used through remote sessions, onsite visits (if requested), or conference calls. OT will not provide ad-hoc on-demand support for the OT products under this Schedule. Any HA/DR on-call sessions will be a minimum of four (4) hours (or counted as 4 hours against the total hours available where such on-call session is less than 4 hours in duration).

Planning and Discovery: Prior to commencing any work, OT will: 

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Conduct a planning session with You where tasks/activities, schedules, roles, and responsibilities for each party will be defined

Use of OT Support Hours:

• Review of pre-installation checklist
• Assist with POC testing
• Review of server list for pre-requisite compliance
• Validate Your server lists
• Assist with a full Disaster Recovery plan
• Assist with installation and configuration of OT software
• Provide testing, cutover, or on-call assistance
• Assist with support calls

Your Responsibilities:

• Provide OT with remote access to the environment
• Build and provision all target servers and applications, if applicable

Assumptions:

• Support Hours are provided remotely
• Source servers have a supported OS version and disks have a supported volume type
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• IT and end-users are made available for all project phases
• OT has system access, including necessary maintenance windows to systems, network, and applications
• You have completed all related setup, configuration, and sizing on POC servers including AD and DNS

Out of Scope:

• Custom documentation creation by OT

Schedule H

Windows Cluster Migration: Custom Nodes, No License

Scope of Work:  OT will migrate the number of two (2) node clusters set forth in the Order Documentation to a new physical or virtual server as requested by You. OT will install, configure, and tune Carbonite Migrate to migrate the source servers to a new environment utilizing the full server 1:1 migration workflow and the standard migration checklist for clusters utilized and completed during each checkpoint of the migration. Migration cutovers consist of a one (1) time cutover. OT will not perform any test migrations under this Schedule.

Planning and Discovery: Prior to commencing any work, OT will:

• Provide a pre-installation checklist, which will be reviewed with You and an OT engineer
• Provide OT with a list of clusters and their current configurations
• Review the pre-requisites for source and target clusters and provide the standard migration checklist for clusters to be filled out during the migration process

OT Responsibilities:

• Review the Professional Services Cluster Checklist and migration pre-requisites
• Review Your server list for migration and migration timelines
• Review the cluster migration workflow documents
• Validate target cluster to match the source cluster configuration, then dissolve the target cluster to prepare for migration
• Install and configure Carbonite Migrate
• Create and validate migration jobs
• Review and validate migration jobs at designed checkpoints before cutover
• Complete server migration cutovers per migration process document

Your Responsibilities:

• Provide remote access to the environment for migration job setup and cutover
• Provide OT administrative access to the source and target servers or other administrative rights as required
• Build/configure all target clusters as required for the migration as a base cluster with all disk types, drive letters and mount points created to match the source clusters
• Provide new IP addresses needed for the cluster nodes, cluster group, and any application groups if migrating to a new subnet
• Follow all instructions in the cluster migration document including complete all required pre-requisites provided by OT for the migrations (The cluster migration process has five (5) touch points and the next step in the process will not begin until all validation items from the previous touch point have been completed and documented).
• Provide information on any applications running on the cluster that require special consideration or additional steps to prepare that application for the migration process (e.g., an application that is connected via IP address vs server name)
• Conduct all server discovery and migration wave planning (OT can provide a migration worksheet to assist with the migration planning if You have not already created a project plan)

Assumptions:

• Source servers have a supported OS version and disks have a supported volume type
• Existence of remote access to the servers being migrated via VPN or another remote means
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• Backup of all data is complete prior to commencing server migrations

Out of Scope:

• Test failovers

Schedule I

Cyber Resilience Program; Services Program Manager

Overview: OT provides consulting services, managed services and learning services for its cybersecurity software, and also provides risk and compliance advisory services, digital forensic and incident response services, and managed security services through OT’s Professional Services group (collectively, “Cybersecurity Services”).  

Scope of Work: OT will provide Cybersecurity Services based on the Cyber Resilience Program Package (“CRP Package”) subscribed by You, as specified in the Order Documentation.  Each CRP Package will be assigned to a Services Program Manager (“SPM”) that will manage Your relationship with OT, as described below.  CRP Packages are sold with a fixed number of “Units” as specified in the Order Documentation and Units are usable over a one (1) year term.  You may subscribe to additional CRP Packages, with each package having its own one (1) year term. Each Unit is convertible into a corresponding number of service hour hours depending on the specific task requested to be performed by OT resources. Tasks performed by a SPM consume Units at a rate of 0.86 Units per hour of work performed. Tasks performed by other resources consume Units at a rate of one (1) Unit per hour of work performed, except when tasks related to an incident or breach response. Incident or breach response-related services consume Units at a rate of 1.38 Units per hour of work performed. For Cybersecurity Services provided under a CRP Package, the SPM will consume a minimum of 1% of purchased Units or 1 Unit, whichever is higher, for each calendar month during the term of a CRP Package.  The Cyber Resilience FasTrak is equivalent to a CRP Package consisting of eighty (80) Units where the Cybersecurity Services are limited to: (i) security health check, (ii) threat hunting service, (iii) incident response simulation, or (iv) any other Cybersecurity Service listed on the Order Documentation.  When OT provides digital forensic and incident response services, it may use SentinelOne™ software. You acknowledge and agree to the customer license for SentinelOne™ published at https://www.sentinelone.com/legal/limited-use-ir-license-agreement/. You also authorize OT to communicate Your contact information to SentinelOne™ and understand that SentinelOne™ may solicit You for their business for their software products. OT shall limit all use of SentinelOne™ software to no more than forty-five (45) days for You. Once OT uses SentinelOne™ software for a single engagement with You, OT will require approval from SentinelOne™ for any subsequent use.

Planning and Discovery: Prior to commencing any work, OT will: 

• Conduct a program kick-off and planning session with You, in conjunction with the SPM, where high level program plans (i.e. consumption of units), detailed tasks/activities, schedules, roles and responsibilities for each party will be defined

OT Responsibilities:

• Provide Cybersecurity Services applicable to the CRP Package in Your Order Documentation

SPM Responsibilities:

• Manage Your relationship with OT for Cybersecurity Services
• Plan activities/tasks for Your program (i.e. consumption of units)
• Provide status calls
• Schedule use of applicable OT resources
• Issue and escalation management
• Represent OT at Your internal meetings
• Provide information for the delivery of services, including information regarding the budget (for example, current balance of units), project plan delivery, hours performed by OT and timeline for delivery of Cybersecurity Services

Your Responsibilities:

• Provide OT access to Your computing environment, inclusive of the OT software operating with such environment
• Ensure OT has the necessary rights and credentials to perform the Professional Services contemplated herein at no charge or expense to OT in accordance with the Agreement
• Provide information to OT as requested by the SPM

Scope of Coverage:

• Unless otherwise agreed between OT and You, work shall be performed between the hours of 9am to 6pm (time zone dependent upon location and determined in OT’s sole discretion), Monday to Friday, excluding public holidays (“Regular Business Hours”).
• OT schedules its resources by two (2) hour increments, up to eight (8) hours per day during Regular Business Hours for work from OT locations. For alternate locations (as agreed upon by OT and You in writing), OT schedules its consultants in eight (8) hour increments.
• Services outside Regular Business Hours must be agreed in writing (email is sufficient) by OT and You. You hereby agree that OT may charge additional amounts for Professional Services to be performed on an urgent basis or outside Regular Business Hours. For each CRP Package, the Units rates per hour of work performed (as described in the Scope of Work above) are valid for work within Regular Business Hours. Rates for any work outside Regular Business Hours are one and a half (1.5) times the Units per hour of work performed for work on weekdays, and two (2) times the Units per hour of work performed on weekends and public holidays.

Schedule J

Technical Account Manager

Scope of Work: OT will provide a technical account manager (“TAM”) for the time period specified in Your Order Documentation.  Your TAM will provide advice, guidance, and assistance to You for the deployment and operationalization of OT cybersecurity software, as described below.  The TAM is provided through a coverage-based engagement model with OT Professional Services on a part time basis (up to 8-hours per week).

OT Responsibilities:

• Provide coverage from the TAM according to Your Order Documentation
• Prioritize all applicable support tickets submitted by You

TAM Responsibilities:

• Conduct weekly health checks and assist with the mitigation and remediation of OT cybersecurity software issues
• Act as a single point of contact for all applicable support tickets
• Design and deploy guidance for Your use of the OT cybersecurity software, based on Your environment
• Review policy management to facilitate the successful integration of OT cybersecurity software and related data sources to Your environment
• Support of purpose-built content to address custom use-cases and monitoring objectives for OT cybersecurity software used for security operations
• Provide technical expertise and support, new threat detection content, threat intelligence instrumentation, automation of analysis tasks, statistics, profiling and the implementation of external plugins
• Provide training for You through informal cross-training events with Your internal team
• Provide ad-hoc training to You in the management and usage of the OT cybersecurity software
• Act as an advocate to ensure Your priorities are visible and understood within applicable OT departments, including OT’s software engineering and technical support departments

Your Responsibilities:

• Provide OT access (as applicable) to perform project tasks
• Provide information to OT as requested by the TAM

Scope of Coverage:

• TAM coverage starts upon purchase and is non-refundable.
• The purchase of multiple product codes on a single order does not cause multiple concurrent coverages, but rather additive single coverage. For example, purchasing a ninety (90) day TAM and a thirty (30) day TAM on an order would result in a one hundred twenty (120) day total concurrent coverage period.
• The purchase of product codes while under active coverage would not cause multiple concurrent coverages, but rather an extended single coverage. For example, if You are under a one (1) year TAM and then You purchase another one (1) year TAM, then this latest purchase would result in an extension of coverage for a total of two (2) years.
• TAM will only provide coverage for one (1) OT software during the term. Notwithstanding the previous two assumptions, OT can specifically allow purchasing of multiple TAMs, if specified in writing on the Order Documentation at time of purchase.
• TAM weekly availability cannot be carried over to subsequent weeks.