MANAGED SERVICES AGREEMENT
--------------------------
Managed Services Agreement made this 29th day of March, 2002 (the "MSA") by and
between ePlus Technology, Inc., a Virginia corporation, with a principal place
of business at 000 Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 ("Buyer") and Elcom
Services Group, Inc., a Delaware corporation, with a principal place of business
at 00 Xxxxxx Xxx, Xxxxxxx, XX 00000 (the "Seller"), elcom, inc., a Delaware
corporation, with a principal place of business at 00 Xxxxxx Xxx, Xxxxxxx, XX
00000 ("elcom"), and Elcom International, Inc., a Delaware corporation, with a
principal place of business at 00 Xxxxxx Xxx, Xxxxxxx, XX 00000 ("EII").
Collectively, the Seller, elcom and EII are referred to herein as the "Elcom
Group".
WHEREAS, Buyer and Seller, Elcom International, Inc. and elcom, inc. have
as of March 25, 2002 entered into an Asset Purchase and Sale Agreement (the
"Agreement") pursuant to which Buyer has purchased certain identified assets of
Seller effective as of the date hereof;
WHEREAS, Buyer and Seller understand and acknowledge that in order to
effect the Agreement, the parties will be required to work together for some
period of time, not to exceed sixty days unless extended in writing by Buyer for
additional 30 day periods as provided herein, to allow the Business, as such
term is defined in the Agreement, of the Seller to be transferred from the
Seller to the Buyer;
WHEREAS, therefore, the parties represent that they will use all reasonable
business means to work together to effectuate the transfer of the Business by
the Seller to the Buyer in an efficient and effective fashion;
WHEREAS, the parties intend that this MSA shall set forth the terms and
conditions under which the parties shall work together during this transitional
period.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Appointment.
1.1 Subject to the terms of this MSA, Buyer appoints Seller
to provide or procure the provision of the services described in Exhibit A (the
"Services"), attached hereto and incorporated herein.
1.2 For so long as Seller is obliged to perform the Services
under this MSA, Seller shall be responsible for ensuring that the Services are
properly provided. The service levels provided by Seller shall be no less than
the service levels provided by Seller for its own business immediately prior to
closing.
1.3 The parties agree that they shall co-operate fully with
each other as regards the supply and performance of the Services.
1.4 Buyer and Seller acknowledge that, upon the closing of
the Agreement and the signature of the Middleware Software License Agreement and
the physical delivery of the software thereunder, Seller will have fully
performed all of its obligations under those agreements and they may no longer
be deemed executory.
2. Service Charges, Invoicing and Payment.
2.1 In consideration of the provision of the Services, Buyer
shall pay the service charges set forth in Exhibit A (the "Service Charges") to
Seller, provided such charges shall in no event exceed the actual cost to Seller
of providing the Services.
2.2 All amounts payable under this MSA are exclusive of any
and all taxes which shall be additionally payable by Buyer.
2.3 The Service Charges shall be invoiced on the fifteenth
day of each month and the last day of each month in arrears. Seller shall pay
the Service Charges within ten (10) days of the date of receipt of the invoice.
3. Supervision.
3.1 Seller and Buyer shall each nominate at least one (but
not more than two) individuals with responsibility and requisite expertise of
the relevant Services to monitor the delivery and performance of the Services.
3.2 The individuals appointed under Section 3.1 shall act as
the primary points of contact between the parties and all communications in
relation to the relevant Services shall be made through them.
3.3 At the Buyer's request, the Seller shall make available
reasonable office space and associated services for any of Buyer's personnel who
are visiting or are a resident at Seller's Norwood, Massachusetts, Canton,
Massachusetts or Bristol, Pennsylvania location during the period this MSA is in
effect and the terms of use of such facilities shall be in accordance with
Exhibit B hereof; provided, however, no Buyer personnel may be permitted to
enter the Seller's Norwood facility unless such personnel has signed a mutually
agreed confidentiality obligation.
3.4 At any time each of Seller's representative and Buyer's
representative may request a meeting to monitor and review the arrangements
relating to the Services and associated operational issues.
4. Information.
4.1 Seller shall make available to Buyer for the term of
this MSA such information and facilities as it owns or controls as may
reasonably be required by Buyer to receive the Services.
4.2 Buyer grants Seller a non-exclusive, royalty free,
license to use the software identified as SalesTrak owned by Buyer to the extent
necessary to allow Seller to perform the Services.
5. Limitation of Liability.
5.1 BUYER'S EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY
IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF, OR IN ANY WAY CONNECTED TO THIS
MSA AND THE SERVICES PROVIDED HEREUNDER IS LIMITED TO PAYMENT BY SELLER OF
ACTUAL DAMAGES, NOT TO EXCEED THE AMOUNT PAID HEREUNDER.
5.2 IN NO EVENT WILL SELLER BE LIABLE FOR ANY LOST PROFITS,
BUSINESS REVENUE, OR GOODWILL, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED, EVEN IF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE HAS BEEN DISCLOSED IN ADVANCE OR COULD REASONABLY HAVE BEEN FORESEEN.
6. Term and Termination.
6.1 This MSA shall terminate sixty (60) days from the date
hereof, subject to the 30 day extension periods by the Buyer, in its sole
discretion, by written notice. Each extension shall be for 30 days or as
otherwise agreed and the total number of extensions shall not exceed four unless
by mutual written consent. Buyer shall deliver such extension notice to Seller
not less than ten (10) days prior to the end of the initial 60 day term and each
30 day renewal term. This MSA can be renewed in whole or in part in Buyer's sole
discretion during the term or any renewal term of this MSA; the obligation of
Seller to provide services for the services renewed shall not be diminished (for
example, Buyer may move out of one leased space but renew the other).
6.2 Notwithstanding the above, if Seller gives 60 days
written notice to Buyer (such notice may not be given prior to April 30, 2002)
that Seller has subleased to another party the Canton, Massachusetts or Bristol,
Pennsylvania offices, the obligation of Seller to provide personnel and shared
office space to Buyer at that location shall terminate on the date specified
unless otherwise agreed by written mutual consent. If this early termination
occurs at the Canton, Massachusetts facility, Buyer may request and Seller
agrees to relocate the personnel and equipment related to this MSA to its
Norwood, Massachussets facility and Buyer agrees to reimburse Seller for the
relocation costs; provided, however, no Buyer personnel may be permitted to
enter the Seller's Norwood facility unless such personnel has signed a mutually
agreed confidentiality obligation..
6.3 This obligation to provide shared space may be
terminated with ten (10) days notice by Seller if the Buyer fails to pay the
Service Charges on a timely basis.
Services provided by the Seller to the Buyer in regards to personnel located at
the Bristol, Pennsylvania or Canton, Massachusetts facilities may be terminated
with ten (10) days notice by Seller to Buyer if Seller must vacate the
properties due to legal order. In the event that Seller must vacate the Canton
facility, at Buyer's request, Seller agrees to provide sufficient space and
access to the personnel located at the Canton facility in its headquarters
facility at 00 Xxxxxx Xxx in Norwood, Massachusetts. Seller represents and
warrants that it is not in default in leases in the Bristol, Pennsylvania or
Canton, Massachusetts space and that it knows of no condition at the time of
Closing that with the passage of time, would cause the Seller to be in default.
6.4 This MSA may be terminated by either party if the other
party commits a material breach of its obligations hereunder which, in the case
of a breach capable of being remedied, is not remedied within five (5) days of a
written request to do so.
6.5 On termination of this MSA either in whole or in part:
6.5.1 Buyer and Seller shall, within fourteen (14)
days (or any shorter period which the parties may agree) from and including the
relevant date of termination of this MSA return all property belonging to the
other which has come into their respective possession or under their control as
a result of the entering into, or the performance of, the relevant Service under
this MSA; and
6.5.2 all outstanding Service Charges shall
remain due and payable by Buyer to Seller in accordance with the terms of this
MSA.
6.5.3 At Buyer's sole discretion upon written notice
delivered to Seller within ten (10) days prior the termination of this MSA,
commencing on termination of this MSA and for a term of no more than 12 months
including any term of this MSA, Seller shall host the software known as Sales
Trak and Middleware, Starbuyer, PECOS.WEB, XXXXX.XX, and/or PECOS.IPM for the
purpose of providing business continuity for those customers purchased from
Seller by Buyer which were using such systems immediately prior to Closing or
during the MSA (the "Hosting Services"). In the event Buyer elects to have
Seller provide Hosting Services, Seller shall provide such Hosting Services in
the same manner that Seller currently provides Hosting Services as of the date
immediately prior to Closing. In consideration of the provision of such Hosting
Services after the termination of this MSA, Buyer shall pay Seller $1,500 per
month to host Sales Trak and Middleware, and $1,500 per month to host the other
software systems. Buyer shall pay such amounts to Seller on the first business
day of any month during which Seller is providing Hosting Services.
6.6 Sections 2, 5, 6.5, 7 through 11 shall survive
termination or expiration of this MSA.
6.7 Buyer may terminate this agreement on five (5) days written
notice for any reason with no penalty.
7. Power of Attorney; Trust
7.1 Seller hereby appoints Buyer or its officers, or any
other person whom Buyer may designate as Buyer's attorney, coupled with an
interest, to be Seller's true and lawful attorney, with full power of
substitution, in Seller's name or Buyer's name or otherwise, for Buyer's sole
use and benefit, but at Buyer's sole cost and expense, to exercise at any time
all or any of the following powers with respect to all or any of the funds
deposited to Seller's lockbox account, or checks received by Buyer that are in
Seller's name, for any funds due to Buyer after the Closing Date:
a) to receive, take, endorse, assign and deliver any and all
checks, notes, money orders, drafts and other negotiable and
nonnegotiable instruments taken or received by Buyer or Seller
in connection therewith;
b) to sign Seller's name on any invoice relating to any account,
financing statements under the UCC and other public records, on
verifications of accounts, and on notices to customers of Buyer;
c) to receive, open, process and distribute all mail addressed to
Seller; and
d) to send requests for verification of accounts to Seller's
customers.
7.2 Trust. Seller agrees to act as Trustee for Buyer and
keep in Trust monies received by it which are due to Buyer. Seller agrees to
forward such monies by check, or if greater than $25,000 by wire transfer, to an
account designated by Buyer within two business days. Buyer agrees to act as
Trustee for Seller and keep in Trust monies received by it which are due to
Seller. Buyer agrees to forward such monies by check, or if greater than $25,000
by wire transfer, to an account designated by Seller within two business days.
7.3 In addition to the obligations set forth in Section 8.6
of the Purchase Agreement, Seller and Buyer undertake to keep confidential the
Confidential Information (as defined in Section 7.4) both during and after the
termination of this MSA except where (and to the extent only that): the
Confidential Information was already lawfully known, or became lawfully known
independently of the performance of the Services; the Confidential Information
is in, or comes into, the public domain other than due to wrongful use or
disclosure by Buyer or Seller; or the disclosure is required by law or
regulation.
7.4 Confidential Information means all information (whether
written or oral) concerning the business and affairs of the Buyer or Seller
which is obtained or received as a result of the discussions leading up to, the
entering into or the performance of this MSA.
7.5 Buyer and Seller shall notify the other immediately if
either becomes aware of a breach of this Section by any person to whom
Confidential Information has been divulged and shall give the other party all
reasonable assistance in connection with any proceedings against such person.
8. Trade names.
The Seller hereby grants the Buyer, a royalty fully pre-paid,
non-transferable and non-exclusive right and license to use, without right of
sub-license, in the United States, the trade names "Elcom" and "Elcom Services
Group" to conduct and operate the Business after the Closing as conducted as of
the Closing. Such right and license shall have a term of six (6) months with
respect to the trade name "Elcom" and a term of twelve (12) months with respect
to the trade name "Elcom Services Group" and shall be restricted to use of such
trade name on invoices and correspondence with customers. Without the prior
written consent of the Seller, the Buyer may not (i) change or modify the Names
or create any design variation of the Names, (ii) join any word, symbol, name,
xxxx or logo with the Names so as to form a composite trade name or xxxx, or
(iii) use any other trademark or trade name that is confusingly similar to the
Names. The Buyer shall use the Names in accordance with such quality standards
as may be established by the Seller and communicated to the Buyer from time to
time, it being understood that the quality standards maintained by the Seller
prior to the Closing shall be acceptable to the Seller. In the event the Seller
notifies the Buyer of the failure by the Buyer to maintain appropriate quality
standards with respect to its uses of the Names, the Buyer shall use diligent
efforts to cure the cause of such failure or, if unable to cure it, discontinue
such uses of the Names. Upon termination of this Agreement, Buyer shall cease
all use of the Names and destroy all copies of stationery, signage, invoices,
receipts, forms, packaging, advertising and promotional materials, and products
bearing the Names in their possession or under their control. Terms not defined
in this section 8 shall have the meaning ascribed to them in the Agreement.
9. Treatment of Block Time Payments
To the extent that the Seller, as of the date hereof, has received
pre-payment from any customer of Seller, pursuant to a written contract with
such customer, and disclosed in Exhibit C attached hereto, for services which
have not yet been rendered by Seller and to the extent that Buyer renders such
services to such customer after the date hereof, then Buyer shall be entitled to
draw down on the Escrow Amount, as such term is defined herein. Buyer shall
provide Seller with prior written notice of any draw down on the Escrow Amount;
provided that the notice from Buyer to Seller shall indicate the contract under
which the services were performed, the dates of performance of the services and
the actual costs incurred by Buyer in performing the services.
10. Escrow
10.1 As used herein the following terms shall have the following
meanings:
(a) "Escrow Agent": a mutually agreed recognized financial
institution acting as escrow agent as provided herein.
(b) "Escrow Agreement": a mutually agreeable Escrow Agreement by and
among the Escrow Agent, Buyer and the Elcom Group.
(c) "Escrow Amount": such amount to be determined by the parties in
accordance with Section 8.11 of the Purchase Agreement; provided in no event
shall such amount exceed six hundred thousand dollars ($600,000).
10.2 The parties agree that they shall execute and deliver an Escrow
Agreement with an Escrow Agent within ten (10) days of the date of the Closing,
containing customary terms and conditions. Buyer shall deliver the Escrow Amount
to such Escrow Agent immediately upon execution of such Escrow Agreement. In the
event that Buyer fails to deliver the Escrow Amount to the Escrow Agent in
accordance herewith, without prejudice to any other remedy, Seller may terminate
this MSA by providing written notice of termination to Buyer. The parties agree
that they shall each pay half of any fees charged by the Escrow Agent for the
Escrow Agreement. Such Escrow Agreement shall provide, among other things, that
the following amounts constitute the Escrow Amount and are to be released to the
Seller upon Seller providing the Escrow Agent with evidence of the occurrence of
the release condition referenced below:
Amount Event Related To Release Condition
------------------------------------------------------------------------------
$122,000 Payment of bonuses and Seller evidence of payment.
commissions to Transferred
Employees
$84,000 Severance amounts Earlier of the date of
termination of the Managed
Services Agreement and 180
days from the date of the
Closing.
$113,000 Vacation accrual 90 days from the date of the
Closing.
$17,000 Xxxxxxx Xxxxx Xxxxxx ("SSB") On the date the SSB
subinventory subinventory is shipped to
SSB
$96,000 Block time pre-paid Earlier of the expiration of
services the contracts relating to the
block time pre-paid services
and 365 days from the date of
the Closing.
$100,000 Seller withholding or 90 days from the date of the
converting moneys owed to Closing.
Buyer
10.3 Any defined term used in this Section 10 and not defined herein
shall have the meaning ascribed to it in the Purchase Agreement
11. Miscellaneous.
11.1 No waiver, amendment or termination shall be effective
unless in writing signed by the party to be charged. No waiver in one instance
shall constitute a waiver in any other. All notices shall be in writing and
delivered in hand or sent by registered or certified mail, return receipt
requested, or by overnight Federal Express at the addresses set forth above to
the attention of the persons signing this MSA below. Copies of all notices sent
to Seller shall be sent to the attention of the General Counsel of Seller at the
address set forth above.
11.2 This MSA shall be governed under the laws of the
Commonwealth of Massachusetts without regard to application of conflict of laws
principles.
11.3 Any claim or controversy arising out of or relating to
this Agreement, or the breach thereof, shall be resolved by non-binding
mediation to be conducted in Washington, D.C. by one (1) mediator either
selected by agreement of the parties or in accordance with and subject to the
Commercial Mediation Rules of the American Arbitration Association then in
effect. In the event that the parties are unable to resolve such claim or
controversy through mediation, the parties hereby irrevocably agree that any
legal suit brought by any party arising from this Agreement may be brought in
the courts located in the State of Virginia.
11.4 This MSA constitutes the entire agreement of the parties
with respect to its subject matter and supersedes all prior oral and written
communications, proposals and agreements in such regard. This MSA may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
11.5 Headings are for convenience and are not admissible as
to construction.
11.6 This MSA shall bind upon and inure to the benefit of the
parties and their respective successors, assigns, heirs and legal
representatives; provided no party may assign this MSA or delegate any
obligations hereunder without the prior written consent of the other party
except that Buyer may assign its rights and obligations to any affiliated entity
established by Buyer in order to effect the within transactions.
IN WITNESS WHEREOF, the parties by their duly authorized representatives
have executed this MSA as of the date set forth above.
ELCOM SERVICES GROUP, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CFO
ELCOM INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CFO
elcom, inc.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CFO
ePlus Technology, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: SVP, Secretary and Treasurer
Exhibit A to Managed Services Agreement
Description of Services and Charges
Transition Team
---------------
- Seller shall provide a transition team to assist with each of the items
identified below.
- The transition team shall provide the services identified herein for the
term of the MSA.
- The transition team shall provide assistance to Buyer in detailing and
implementing a transition plan mutually agreed by the parties.
Customer Notification
---------------------
- Seller shall assist Buyer in outlining a customer communication campaign
and plan.
- Seller shall assist Buyer in preparing documentation to support customer
communication.
- Seller's executives shall assist Buyer in the customer notification
process. Such notification shall include face to face meetings with
customers.
Personnel Transition
--------------------
- Seller shall provide Buyer with necessary HR documentation as mutually
agreed by the parties.
- Seller shall transition its payroll data to Buyer.
Middleware
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- Seller shall develop a project plan and one or more Statement(s) of Work
to be agreed to by Buyer, and Seller shall perform the work identified
in the Statement of Work required for the transition of the Software, as
such term is defined in the Software License Agreement, to the Buyer's
systems and implementation at Buyer's facility.
Customer Transition
-------------------
- Seller shall provide all customer records including contracts and
rebates maintained by the Seller to Buyer.
- Seller shall use commercially reasonable efforts to assist Buyer in
assigning all relevant documentation to Buyer.
Order Transition/Fulfillment
----------------------------
- Seller shall allow customers to transact orders through Seller's
Starbuyer, PECOS.web and PECOS.ipm systems while the customer transition
is in process and shall use reasonable commercial efforts to process
these orders through the Buyer's Tech Data outsourcing arrangement or as
otherwise directed by Buyer.
- Seller shall allow Buyer to transact orders through SalesTrak to be
transmitted to Buyer for fulfillment of any orders not acceptable to
Tech Data for processing under the outsourcing arrangement while the
SalesTrak transition is in process;
- Seller shall provide open order information to Buyer so that Buyer can
transition open orders to Buyer's system by a mutually agreed date.
- Seller shall disable order processing via PECOS.web, Starbuyer,
PECOS.ipm on a mutually agreed date for any non Tech Data outsource
orders (unless extended by the Hosting Services Agreement).
- Seller shall disable order processing via PECOS.web, Starbuyer,
PECOS.ipm on a mutually agreed date for any Tech Data outsource orders
(unless extended by the Hosting Services Agreement).
- Seller shall provide professional services open xxxxxxxx and this
backlog shall be transitioned to Buyer as of a mutually agreed date for
fulfillment and invoicing.
Purchasing/Product Management Services
--------------------------------------
- Seller shall assist in the transition of sales out reporting
requirements/vendor funding and administration through a mutually
agreeable date.
- Seller shall assist in transferring any customer consignment inventory
to Buyer's facility or Buyer's distributors facility as a mutually
agreeable date.
- Seller shall assist in the transition of customer rebate contracts.
Seller shall use commercially reasonable efforts to add Buyer to such
rebate contracts.
- Seller shall assist in transitioning any existing agent-type contract
with manufacturers whereby Seller is earning a commission on
transactions to Seller's customers.
Returns Processing
------------------
- Buyer shall assume all returns liabilities for returns initiated as of a
mutually agreeable date.
Receivables/Collections
-----------------------
- Seller shall identify and report all pre-acquisition receivables to be
held by Seller (customer, vendor, rebates, accrued MDF, etc.).
- Seller shall report all activity under the Tech Data outsourcing
arrangement. The parties acknowledge that this service may not be
required if the Tech Data agreement is assigned to Buyer.
- Seller shall reconcile agent fees/transactions reported by Tech Data.
The parties acknowledge that this service may not be required if the
Tech Data agreement is assigned to Buyer.
- Seller shall pay within two business days agent fees received by Seller
from Tech Data under the Tech Data outsourcing arrangement to Buyer. The
parties acknowledge that this service may not be required if the Tech
Data agreement is assigned to Buyer.
- Seller shall perform collections and retain records for orders shipped
prior to a mutually agreed date.
- Seller shall invoice, collect and retain funds for its own account for
any product shipments, outside of the Tech Data outsourcing arrangement,
completed prior to closing.
- Seller shall collect and retain agent fees for its own account for any
product shipments under the Tech Data outsource arrangement and all
agent fee programs completed prior to closing.
- Seller shall invoice, collect and retain funds for its own account for
any professional services completed prior to closing.
- Seller shall cooperate with Buyer in any collection activity against
customers purchased by Buyer.
Equipment and Facilities
------------------------
- Seller shall provide fixed asset information/inventory list to add to
Schedule 1.2 of the Purchase Agreement.
- Seller shall use reasonable commercial efforts to assign leasing
contracts on equipment in sales branches that Buyer consents to have
assume.
- Seller shall provide reasonable commercial efforts to facilitate the
assignment of the assumed real estate leases to Buyer.
- Buyer shall reimburse Seller for Seller's lease costs for equipment
identified to be on lease and accepted by Buyer from the date of Closing
to the termination of this MSA
Charges
-------
- Seller shall recharge Buyer for shared space identified in this document
or otherwise mutually agreed, telecommunications in the shared space,
leased equipment, travel, and other third-party costs incurred by Seller
on Buyer's behalf as set forth below
1. The cost for shared space in Canton, Massachusetts or Norwood,
Massachusetts shall be $8,638 per month and the cost in Bristol,
Pennsylvania shall be $16,360 per month. This charge is
exclusive of all HVAC, electrical, and facilities charges, which
shall be billed to Buyer at the actual charges incurred by
Seller.
2. The telecommunications charge shall be the actual charges
incurred by Seller.
3. The charge for leased equipment not sold to Buyer but used by
Seller in the performance of this MSA is set forth in Exhibit D
attached hereto
4. The charge for travel and other reimbursable third-party
expenses shall be approved in advance by Buyer.
5. The Seller shall submit anticipated charges for pre-approval by
Buyer if such charges exceed $500 per charge or $2,500 per month
in the aggregate.
6. Seller shall charge Buyer for time and materials for transition
services, including systems development, provided by Seller
staff, at cost equal to a pro-rata portion of the personnel's
base salary plus 18%. This charge shall include all employee
benefits, office supplies, etc.
7. Prior to performing billable work Buyer and Seller shall agree
on the statement of work and charges to be incurred. Buyer
agrees to pay half the salary of Xxx Xxxxx and Xxx Xxxxxx and
ten percent of the salary of Xxx Xxxxxx; each for a
minimum of two weeks until such date as Buyer provides Seller
with notice of termination of their services in writing.
Exhibit B to the Managed Services Agreement
Terms of Use of the Facilities
Buyer shall obtain, at Buyer's expense, and keep in effect during the term of
this MSA, (a) commercial general liability insurance (including personal injury
and contractual liability) with a liability limit of no less than US$1,000,000,
and (b) workers' compensation, disability and unemployment insurance sufficient
to meet the statutory requirements of the Commonwealth of Massachusetts.
Certificates of insurance evidencing such coverage shall be furnished promptly
upon the request of Seller at any time during the term of the MSA. Buyer
understands and acknowledges that Seller shall not be required in any manner to
insure Buyer's assets and employees and Buyer shall obtain any and all such
insurance as Buyer reasonably deems necessary.
Buyer shall comply promptly with all rules and regulations of Seller as issued
from time to time by Seller.
Seller shall defend, indemnify and hold Buyer free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of any claim asserted by the landlord for the
facilities against Buyer.
Exhibit C to the Managed Services Agreement
Block Time Payments
Exhibit D to the Managed Services Agreement
Leased Equipment
