Service Level Agreement Between Shaner and REX Energy For IT Consultation and Support

Exhibit 10.8

Service Level Agreement		Level Three Application Support
For Support Services in 2007		Version 1.0

Service Level Agreement

Between

Xxxxxx

and

XXX Energy

For

IT Consultation and Support

Submitted to: Xxx Xxxxxxx

CFO, XXX Energy

Submitted by: Xxxxxx

0000 Xxxxxx Xxxx

Xxxxx Xxxxxxx, XX 00000

April 10, 2007 Xxxxxx Page 1

IT Consultative and Support Services		Service Level Agreement
For Support Services in 2007		Version 1.0

Purpose

The purpose of this Support Service Level Agreement (SLA) is to formalize an arrangement with Xxxxxx Hotel Group Limited Partnership (“Xxxxxx”) and XXX Energy Operating Corp. (“Xxx Energy”) to deliver specific support services, at specific levels of support, and at an agreed-upon cost. This document is intended to provide details of the provision of IT consultative and support services to XXX Energy. This SLA will evolve over time, with additional knowledge of the client requirements, as well as the introduction of new applications and services into the support portfolio provided by XXX Energy and documented as part of this agreement.

Scope of Agreement

The following services are provided in response to the request for support from XXX Energy to Xxxxxx in accordance with Xxxxxx’x case management process. In addition, the documented services provided under this agreement are hereby authorized to be conducted as a time and material basis without prior approval from XXX Energy. Changes to the scope of work can be enacted by XXX Energy through communications of both parties and documented and agreed to by both parties as an addendum to the statement of work.

Services Provided Under This Agreement

The following services are provided in response to the transfer of trouble tickets for IT consultative and infrastructure support from XXX Energy to Xxxxxx or initiated by Xxxxxx support staff on an as needed basis without a specific request from XXX Energy:

• Corrective maintenance—Defined as activities associated with root-cause analysis and bug-fix isolation and resolution:

• Root-cause analysis—Analysis of the root causes of problems. Problems will be reviewed to determine their root causes, measures will be taken to correct the sources of the problems, and reports will be prepared and distributed in a timely fashion.

• Bug fixes—Defined as the emergency repair of any system operation that does not comply with the current signed and approved system specification. This includes system errors, “hung” or halted screens, or unexpected results within the system that render it unusable for the purpose for which it was designed.

• Suggestion for outside help—Recommendation from Xxxxxx that the problem encountered by Xxxxxx in investigating the situation are beyond the expertise of Xxxxxx and outside third parties should be engaged to deal with the issue.

Support Services Specifically Covered Under This Agreement

The following IT consultative and support services are provided under this agreement:

TELECOMMUNICATIONS:

• Maintenance and support of telephony equipment

• Installation of new phone sets

• Scheduling and liaison for IT outsourcing and carrier provider services

• Contract reviews, RFPs, and billing

• Monitoring of system state

SYSTEMS ADMINISTRATION:

• Maintenance and support of servers

• Server environment issues(HVAC, electrical, security)

• Management of service contracts

• Software licensing review of information provided by Xxx

• Server security

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Service Level Agreement		Level Three Application Support
For Support Services in 2007		Version 1.0

• Forecasting server growth

• Systems integration and coordination with external IT service providers

NETWORK ADMINISTRATION:

• Maintenance and Support

• Outsource service management

• Service contract renewals and negotiations

• Network Security

• Network performance and monitoring

DESKTOP SUPPORT:

• Procurement of systems

• Software licensing review of materials provided by Xxx

• Preventive maintenance and support

• Root cause analysis and bug fixes(troubleshooting)

IT CONSULTATION:

• Research and procurement of emerging and new technologies

• Disaster recovery planning

• Business continuity planning

• Policy and procedures authoring

• Regulatory compliance issues

Requests for Services NOT Covered Under This Agreement

This agreement does not cover the following requests. However, Xxxxxx would be pleased to provide a separate statement of work in proposing services to address any of the following:

Adherence to Regulatory Compliance specific to XXX Energy

Xxxxxx will not be responsible or liable for any adherence to regulatory issues as they pertain to the IT infrastructure and computer systems of XXX Energy. XXX Energy can utilize the resources of this contract in an effort to meet their regulatory goals but cannot impose liability or negligence on Xxxxxx. Xxxxxx acts in a support service capacity to XXX Energy, therefore cannot take responsibility.

Applications Development

Xxxxxx can provide consultative services but will not provide development resources that may involve reporting, systems integration, or database development.

Specific training

XXX Energy will provide the training, and associated costs, for two Xxxxxx support staff (a support prime and backup) in software specific to a single application prior to transition of a new application to the Xxxxxx support team.

Assistance with application usage

Advice about or education on how to use applications, including completing transactions, creating users within or for an application, or on the purpose of an application.

Services beyond the expertise of Xxxxxx

The parties recognize that Xxxxxx may not have the expertise to deal with all issues Xxx Energy may need or desire if in the future concerning its IT system. Xxxxxx will inform Xxx Energy when such situation develops and upon receipt will help Xxx obtain outside third party help and assistance with the issue.

April 10, 2007 Xxxxxx Page 3

IT Consultative and Support Services		Service Level Agreement
For Support Services in 2007		Version 1.0

Applications Covered

This agreement is for services related to support requests concerning the production applications detailed in the Statement of Work.

Changes to Service Level Agreement

Termination of Agreement

In the event that XXX Energy or Xxxxxx wishes to terminate this agreement, a 90-day written notice of intent to terminate must be delivered by XXX Energy to Xxxxxx or Xxxxxx to Xxx Energy.

Amendment to Agreement

Any amendment to the Terms and Conditions of this agreement would require the approval of XXX Energy and Xxxxxx management. The amendment of the agreement would take place through an addendum to this agreement.

There will be an opportunity on a quarterly basis to make adjustments to this SLA. XXX Energy and Xxxxxx agree to work together to make changes at that time.

New Applications

New applications and versions implemented during the term of this agreement will become a part of this SLA through XXX Energy’s notification and Xxxxxx’x consent. XXX Energy will be responsible for initiating and ensuring completion of the appropriate process. These applications will be incorporated into the inventory of applications supported in Appendix B of the Statement of Work. Changes to the inventory of applications supported will be reviewed on a regular basis, and if need be, changes to the SLA will follow the process described in the Amendment to Agreement section above.

Levels of Effort

Levels of effort (XXX) to address problem tickets will be reviewed and adjusted accordingly for all new applications and versions/enhancements implemented, or applications decommissioned, during the term of this agreement. All changes will be conducted by Xxxxxx and XXX Energy representatives, with an addendum made to this agreement.

Renewal of Agreement

This agreement will be renegotiated by XXX Energy and Xxxxxx on an as needed basis. The contract will automatically renew monthly with a 90-day window for accepted changes to be implemented.

Processes and Procedures Related to This Agreement

Call Management Process

Xxxxxx’x case management system (HelpStar) will be used by all support team levels to record and track all problem reports, inquires, or other types of calls received by support staff. This provides XXX Energy with the ability to provide metrics with regard to this SLA. A special project que to track each XXX Energy support request has been created in Xxxxxx’x case management system.

SLA Funding Agreement

Billing for services provided under this agreement will be accomplished through direct billing to XXX Energy under the terms and conditions of the appropriate Purchase Order raised for these services or unless otherwise stated in the specific Application Detail in Appendix B. The specific billing amount for direct support on a Time and material basis is itemized in Appendix B. Once support obligations are fulfilled, they become non-negotiable but steps can be taken to adjust work to be completed on upcoming project tasks.

April 10, 2007 Xxxxxx Page 4

Service Level Agreement		Level Three Application Support
For Support Services in 2007		Version 1.0

This support SLA does not include funding for services not covered under this agreement.

Addenda

There are currently no addenda to this agreement. Any future addenda will be referenced in the Statement of Work through an Addendum Log in Appendix B.

Metrics

Metrics Reporting

Xxxxxx will provide a quarterly report of services conducted as it pertains to this contract. The report will specify a description of service, individual(s) that completed the task, date, time, and total effort of work. In addition, Xxxxxx will record any discussions and decisions made by XXX Energy to address issues outside of the original scope of work.

General Terms and Conditions

Term of Agreement

This agreement is in effect April 1, 2007 and ends upon a ninety day notice from either party.

Organizations

This agreement is between Xxxxxx and XXX Energy, as named on the cover of this agreement.

Approvals

In order to make this agreement operational, approvals as per Appendix B of the Statement of Work must be in place.

Approval Authority

Key contacts are shown in Appendix B of the Statement of Work.

Travel

Travel may be required to support XXX Energy offices. XXX Energy agrees to pay for all reasonable out-of-pocket expenses incurred by Xxxxxx support staff in complying with this SLA. Xxxxxx will agree to have pre-approval from XXX Energy prior to scheduling any travel.

Dependence on Other Organizations

In some cases, Xxxxxx is dependent on other service providers to fulfill the full scope of services and external suppliers (i.e. ATT, Cisco, etc.) in providing carrier support services to XXX Energy. Xxxxxx agrees to manage the interface into those suppliers as it relates to the provision of services under this agreement. Effort of managing those relationships will be reflected and charged to XXX Energy as a time and material expense.

The list of organizations and vendors that Xxxxxx is dependent on may change during the term of this agreement.

April 10, 2007 Xxxxxx Page 5

IT Consultative and Support Services		Service Level Agreement
For Support Services in 2007		Version 1.0

Limitation of Liability

Except where Xxxxxx’x negligence causes death or personal injury, Xxxxxx’x liability to Xxx Energy for any and all claims under this SLA whether in contract, tort or other whether related to any one event or connected series of events shall not exceed the fees paid to Xxxxxx by Xxx Energy for the services provided for under this SLA. In no event shall either party be liable to the other for any incidental, indirect, special or consequential, punitive damages including loss of profit, loss of business, loss of data or anticipated savings even if the other party has notice of the possibility of such damages.

Neither party to this agreement shall be under any liability to the other for any delay or failure to perform any obligations under this agreement (except failure to pay) if the same is wholly or partially caused, whether directly or indirectly, by circumstances beyond its reasonable control, provided the affected party provides the other party with written notice of the force majeure event within a reasonable time of its occurrence.

April 10, 2007 Xxxxxx Page 6

Service Level Agreement		Level Three Application Support
For Support Services in 2007		Version 1.0

Appendix A

Definitions

Support Request

For the purposes of this agreement, a support request is generally defined as a request for support to fix a computer issue, procurement of hardware, or relocation of IT equipment.

Work Order

For the purposes of this agreement, a Work Order is generally defined as any request to make modifications to the functionality of an existing system or any request to add functionality to an existing system. Such requests are only covered under this agreement if under five days of effort.

Request priority

XXX Energy can implement prioritization on any support request. Prioritization can be assigned via the interface to the Xxxxxx case management system. A variable rate for services will apply based on prioritization from XXX Energy users.

Case Management System

For the purpose of this agreement, the case management system is defined as the CRM currently used by the Xxxxxx support staff and provides the interface for XXX Energy to input and prioritize support requests.

Appendix B

Roles and Responsibilities

XXX Energy

XXX Energy has the following general responsibilities under this agreement:

• XXX Energy will conduct business in a courteous and professional manner with Xxxxxx IT staff.

• XXX Energy users, clients, and/or suppliers using the applications stated in the Statement of Work will use the Xxxxxx case management system to request support.

• XXX Energy will provide all information required to open a support request.

• XXX Energy will assign prioritization to support requests as defined in the statement of work.

• Once a support request has been submitted, XXX Energy will make themselves available to work with the Xxxxxx support resource assigned to the support request.

• XXX Energy end users do not contact Xxxxxx support resources directly to report a problem. All problem calls must be logged through the appropriate help desk.

• XXX Energy will provide all of the necessary and requested documentation, information, and knowledge capital to Xxxxxx’x support specialist on an as needed basis.

Xxxxxx

Xxxxxx has the following general responsibilities under this agreement:

• Xxxxxx will conduct business in a courteous and professional manner with XXX Energy.

• Xxxxxx will log all information from XXX Energy required to establish contact information, document the nature of the problem and XXX Energy’s hardware/network environment (as applicable).

• Xxxxxx will attempt to resolve problems over the phone on first call.

• Xxxxxx will obtain XXX Energy’s approval before ticket closure.

• Xxxxxx will be the interface on behalf of the client to outside service providers and other organizations as appropriate.

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• Xxxxxx will audit support efforts on a regular basis to attempt to assure that levels of service expectations are met.

• Xxxxxx will conduct themselves with a high level of financial stewardship, when scheduling preventive maintenance for the XXX Energy IT infrastructure.

There are several roles deployed within Xxxxxx that are integral to the provision of support services to XXX Energy. These roles include the following:

Support Manager

The Xxxxxx support manager will provide the overall direction of the activities of the support specialists, participate directly in the production of the associated deliverables, and will negotiate with XXX Energy’s primary contact regarding the classification of enhancements and the scheduling of tasks. His or her duties will include:

• Dedicating 10 percent XXX during transition and support phases.

• Billable services to the client:

• Ensuring SLA targets are met (coordinating all activities to ensure all tasks are performed in a consistent manner and on schedule).

• Ensuring all work is performed according to the agreed-upon work methods and standards that are in effect within Xxxxxx and XXX Energy’s.

• Acting as point of escalation for issues beyond usual scope (e.g., attending meetings on behalf of XXX Energy, coordination between groups for implementing cross-application solutions, etc.).

• Participating directly in the production of the associated deliverables.

• Liaising with client managers (negotiating with client’s support managers regarding the classification of enhancements and the scheduling of tasks, and coordinating the presentation of deliverables to XXX Energy’s management team).

• Nonbillable services to the client:

• Ensuring support specialists have all required tools to perform their function.

• Performing resource management and scheduling, including provision of overall direction of the activities of the support specialists.

• Creating and implementing standard training program for all support resources.

• Conducting continuous process improvements.

• Liaising with other Xxxxxx groups.

• Assessing the workload for each support request and assigning work to the team member having the appropriate technical knowledge.

Primary Support Specialist

The Xxxxxx primary support specialists work as a dynamic team of support professionals who provide level 1 through 3 service support for critical IT systems. Reporting to the Xxxxxx support manager, they are responsible for the timely submission of all deliverables. Their duties include:

• Dedicating 50 percent XXX during the first month of this support agreement.

• Conducting all root-cause analysis and bug fix isolation and resolution activities, and associated documentation for the individual tasks, as assigned by the Xxxxxx support manager.

• Acting as a point of contact for all desktop support issues.

• For enhancements, determining the potential high-level effort for all changes, and based on that, either passing it on to a Tech lead or completing it themselves.

• Identifying all tasks associated with each support request and deriving estimates for the completion of each task.

• Responsibility for responding to and updating tickets.

• Providing knowledge transfer to backup support specialist on regular basis.

• Preparing quarterly status reports.

April 10, 2007 Xxxxxx Page 8

Service Level Agreement		Level Three Application Support
For Support Services in 2007		Version 1.0

Backup Support Specialist

The Xxxxxx backup support specialists work as a dynamic team of support professionals who provide level 3 support for critical support requests. Reporting to the Xxxxxx support manager, they are responsible for the timely submission of all deliverables. Their duties include:

• Dedicating 25 percent XXX during the first month of this support agreement.

• Performing basic support activities

• Participating in bug fixes/enhancements up to the 25 percent XXX to keep up to date on application (if client agrees to maximum utilization on the XXX).

Tech Lead

The Xxxxxx tech lead works as a point of contact on all technical issues for support specialists, who provide level 3 support for critical IT business systems. Reporting to the Xxxxxx support manager, he or she is responsible for assisting, coaching, and mentoring support specialists in the timely submission of all deliverables. His or her duties include:

• Dedicating 25 percent XXX during the first month of this support contract.

• Providing advice and assistance to prime support specialists on complicated fixes or unusual types of support requests (e.g., network configurations, server policies, etc.).

April 10, 2007 Xxxxxx Page 9

IT Consultative and Support Services		Service Level Agreement
For Support Services in 2007		Version 1.0

STATEMENT OF WORK

This statement of work outlines the specific services and support coverage for this service level agreement between Xxxxxx and XXX Energy. Changes to this statement of work must be approved in writing by both parties before any changes to the scope of work can be enacted.

The following XXX Energy office locations are covered under this statement of work.

State College, PA

Bridgeport, IL

Canonsburg, PA

Midland, TX

The following applications will be immediately supported as they exist within the XXX Energy infrastructure. Support expectations will only include the proper installation, patching, and operations of the documented software packages and exclude user training, development, and other application usages.

Windows XP

Microsoft Office 2003

Adobe Acrobat Standard for scanning documents

Aries

Petra

Quickbooks

Natural Gas Electronic Tax Filing

Lasser

Shaner will provide Telecommunication services as indicated in the scope of agreement for Xxx Energy offices as identified in this scope of work. Xxxxxx agrees to service and maintain all phone and voice mail equipment, manage all data services. Service and support shall include all service calls for repair, replacement of parts, working with Xxx to set-up telecom related accounts to assure proper billing procedures, accounts and coordinating the different telecom carrier services such as the Local Exchange Company (LEC), Internet Service Provider (ISP), Third party telephone vendors for local presence. These services will be a billable expense of time and materials as it pertains to Xxx Energy’s requirements for services mentioned above. These services will be a billable expense of time and materials as it pertains to XXX Energy’s requirements for services to these areas. Service will be conducted on an as needed basis and will not require a direct service request from XXX Energy.

Xxxxxx will perform maintenance and support on the XXX Energy network through in house or outsourcing means on a per request basis originating from XXX Energy through the Xxxxxx case management system. Currently XXX Energy outsources it’s firewall and core network switching responsibilities to Enertia. Xxxxxx assumes no current responsibilities for this network infrastructure once extending past the edge switches.

Xxxxxx will provide systems administration for the following servers as a time and materials basis: Exchange, file, print, and Blackberry servers. Systems administration will include preventative maintenance patching and security updates, monitoring the server health, file system backup and restoration, storage of backup tapes, and general security of the operating systems. Xxxxxx may exercise the right to outsource onsite support of these critical systems due to their- geographic location. This will be on a time and material basis. Service will be conducted on an as needed basis and will not require a direct service request from XXX Energy.

EXCLUSION: XXX energy currently supports XXX Energy’s Microsoft SQL and Citrix servers through a third party consultant (Enertia). Xxxxxx assumes no current responsibilities for these servers unless specific requests originate from XXX Energy and documented as an addendum to this statement of work.

Xxxxxx will provide Helpdesk and support services regarding desktop support in response to support requests originating from XXX Energy submitted through the Xxxxxx case management system. These services include procurement of computer equipment, software, and the installation and troubleshooting of those systems once in place. This support will be charged on a time and materials basis. All preventative maintenance on the agreed upon equipment will be conducted on an as needed basis and will not require a direct service request from XXX Energy.

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Service Level Agreement		Level Three Application Support
For Support Services in 2007		Version 1.0

Consultative services can be provided upon a request from XXX Energy. These services can include disaster recovery planning, business continuity planning, regulatory compliance, recommended policy and procedures, application selection, hardware selection, etc. These services will only be provided as needed and by XXX Energy initiating a request for service via the Xxxxxx case management system. Once approved, these services will be charged as a billable expense of time and materials. XXX Energy can utilize the resources of this contract in an effort to meet their regulatory goals but cannot impose liability or negligence on Xxxxxx. Xxxxxx acts in a support service capacity to XXX Energy, therefore cannot take responsibility.

All Xxxxxx initiated support services will be billed with a prioritization code of “low” unless escalation is requested by XXX Energy as the situation requires or there is an existing circumstance of loss or disruption of service. All other support services originating via the Xxxxxx case management system, can be prioritized by the requester. It is the responsibility of XXX Energy to assure that users of this system prioritize accurately. A prioritization description, rate, and response times are documented within this statement of work. Once prioritized and work is initiated, the applied cost cannot be revoked.

For the purpose of this statement of work, normal business hours are between 8am and 5pm Mondays through Friday; except for Xxxxxx documented holidays and weekends. All after hour requests will be handled with a prioritization determined by the Xxxxxx support staff.

LOW		Response time not to exceed 5 business days during Xxxxxx normal business hours		RATE: 100%
MEDIUM		Response time not to exceed 3 business days during normal business hours		RATE: 125% plus
HIGH		Response time not to exceed 1 business day during normal business hours		RATE: 150%
Critical		Response time not to exceed 1 hour during normal business hours		RATE: 200% of rate

Additional rates:

Primary Support Specialist •     Xxxx Xxxxxxxxxxx •     Xxxx Xxxxx		55/hr.
Backup Support Specialist •     Xxxx Xxxxxxxxxxx •     Xxxx Xxxxx		55/hr
Tech Lead •     Xxxx Xxxxx(Systems Administration) •     Xxxxx Xxxxxxxx(Network Manager) •     Xxxxx Xxxxxxx(Telecommunications Manager)		75/hr
Support Manager •     Xxxxxxx Xxxxxx(Director of IT)		125/hr

Rates will be determined and based upon priority and category of support service expertise. These rates reflect fair market value and will remain in effect until the time when this statement of work is redefined and documented. Some Xxxxxx employees cross over between job classifications, therefore Xxxxxx will base the appropriate rate on the service being performed rather than the individual performing the task.

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IT Consultative and Support Services		Service Level Agreement
For Support Services in 2007		Version 1.0

Approval signatures:
Xxxxxx Hotel Group Limited Partnership						Xxx Energy Operating Corp
By:		Xxxxxx Operating Corp., its general partner
Xxxx X. Xxxxxxx (dated 4-13-07)						/s/ Xxx Xxxxxxx
Xxxxxx: X.X. Xxxxxxx						XXX Energy: Xxx Xxxxxxx

April 10, 2007 Xxxxxx Page 12