This Master Services Agreement (this “Agreement”) is effective upon the day/date specified (‘Effective Date’) in the duly executed Proposal, Agreement, Contract, Codicil, Addenda and/or other document(s) consummating the relationship (“Contract”) by and between Absolute Holdings, Inc., its’ affiliates and assigns (“Absolute Logic”), and the Company, Business, Organization, Individual and/or Individuals (‘Client’).

Recitals

  1. Absolute Logic is a provider of Technology Consulting, Managed Services, Cybersecurity Services, Compliance Services and Hosting Solutions, and desires to provide to Client the information technology Services (as defined below) under the terms described in this Agreement;
  2. Client wishes to obtain from Absolute Logic the information technology Services under the terms described in this Agreement;
  3. Except where otherwise superseded by Contract, the sections and terms of this Agreement define the relationship between Absolute Logic and Client.

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.

For the purposes of this Agreement, the following terms have the meaning set forth below:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Confidential Information” means any information that is treated as confidential by a party including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to clients, pricing, and marketing. We will sign a Business Associate Agreement (BAA) if required.

“Client Equipment” means any equipment, systems, cabling, or facilities provided by Client and used directly or indirectly in the provision of the Services.

“Client Materials” means any documents, data, know-how, methodologies, software, and other materials provided to Absolute Logic by Client, including computer programs, reports and specifications.

“Deliverables” means all documents, work product and other materials that are delivered to Client hereunder or prepared by or on behalf of Absolute Logic in the course of performing the Services, including any items identified as such in a Proposal.

“Disclosing Party” means a party that discloses Confidential Information under this Agreement.

“Information Security” means Absolute Logic's approach to protecting and securing sensitive data, and is a core component of our risk mitigation strategy; its' essence is encapsulated in the Absolute Logic Information Sensitivity, Security and Privacy Policy, a copy of which is contained herein as Exhibit C.

“Intellectual Property Right(s)” means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs) and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Party” means each of Absolute Logic and Client, individually, and “Parties” means Absolute Logic and Client, collectively.

“Permitted Subcontractor” has the meaning set forth in Section 3.1(c).

“Person” means an individual, corporation, limited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.

“Pre-Existing Materials” means the pre-existing materials developed or acquired by Absolute Logic prior to the commencement or independently of this Agreement, including but not limited to, all documents, data, know- how, methodologies, software, and other materials, including computer programs, reports and specifications, provided by or used by Absolute Logic in connection with performing the Services.

“Project” means a project as described in a Proposal.

“Proposal” means each Proposal entered into by the Parties.

“Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.

“Sales Terms” means Absolute Logic’s Sales Terms as set forth at Exhibit A.

“Services” mean any professional or other Services to be provided by Absolute Logic under this Agreement, as described in more detail in a Proposal, and Absolute Logic’s obligations under this Agreement.

“Term” has the meaning set forth in Section 5.

“Third Party” means vendors, suppliers, subcontractors, and/or any other party, not directly under the employment of Absolute Logic and whose engagement terms are codified in an Agreement, Contract, Subscription or other documentation codifying the relationship, where such documentation is not an "Absolute Logic Employment Agreement".

“Tools” means software, applications, hardware, cloud services, and other technological tools, individually or collectively necessary to deliver the Services described in this Agreement and any applicable Proposal. The selection and deployment of such Tools shall be informed by the intended use, the nature of the Services, and the requirements of the Client’s environment.

“Travel and Expense Policy” means Absolute Logic’s Travel and Expense Policy as set forth at Exhibit B.

“Absolute Logic Account Manager” has the meaning set forth in Section 3.1(a).

“Absolute Logic Equipment” means any equipment, systems, cabling, or facilities provided by or on behalf of Absolute Logic and used directly or indirectly in the provision of the Services.

“Absolute Logic Personnel” means all employees and Permitted Subcontractors, if any, engaged by Absolute Logic to perform the Services.

2. Services.

  1. Absolute Logic shall provide the Services to Client as described in more detail in each Proposal in accordance with the terms and conditions of this Master Services Agreement
  2. Each Proposal shall include the following information, if applicable:
    • description of the Services to be performed pursuant to the Proposal;
    • the date upon which the Services will commence and the term of such Proposal;
    • the fees to be paid to Absolute Logic under the Proposal;
    • the Services implementation plan, including a timetable;
    • Services milestones and payment schedules;
    • any criteria for completion of the Services;
    • procedures for the testing and acceptance of the Services and Deliverables by Client; and
    • any other terms and conditions agreed upon by the Parties in connection with the Services to be performed pursuant to such Proposal.

3. Absolute Logic’s Obligations

  1. During the Term, Absolute Logic shall:
    • Appoint a Absolute Logic employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Absolute Logic in connection with matters pertaining to this Agreement (the “Absolute Logic Account Manager”);
    • Appoint other Absolute Logic Personnel, who shall be suitably skilled, experienced and qualified to perform the Services;
    • Require any Person engaged as subcontractors of Absolute Logic (other than Absolute Logic’s employees) that provide any Services and Deliverables to Client (each such Person, a “Permitted Subcontractor”) to be bound in writing by confidentiality and intellectual property assignment or license provisions similar to those in this Agreement, , and, upon Client’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Client;
    • Require all parties who represent Absolute Logic to abide by the Information Security (Exhibit C) policies and procedures of Absolute Logic.
    • At its sole discretion select the Tools it deems necessary to fulfill its obligations under this Master Services Agreement. The selected Tools shall meet or exceed prevailing industry standards for security, reliability, and performance. Absolute Logic shall configure and manage such Tools in accordance with its Information Sensitivity, Security and Privacy Policy (Exhibit C), and other applicable internal policies, to ensure appropriate security and operational integrity, where same is determined by Absolute Logic to ensure the required functionality, security and controls necessary to fulfill the Services obligations under this Master Services Agreement. These Tools may include, but not be limited to, Remote Management and Monitoring (RMM) platforms, Endpoint Security solutions, Email Security and Filtering systems, Network Monitoring and Performance Management tools,  Perimeter Security technologies (e.g., firewalls, intrusion detection/prevention systems), Cloud-based infrastructure and SaaS platforms, Backup and Disaster Recovery solutions, Compliance and Risk Management platforms, and/or any other technologies deemed necessary by Absolute Logic to fulfill its obligations under this Agreement. Absolute Logic retains the right to modify, replace, or upgrade any Tools used in the provision of Services, provided that such changes do not materially degrade the quality or security of the Services.
  2. Absolute Logic is responsible for all Absolute Logic Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits.
  3. If Absolute Logic’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or their Affiliates, agents, subcontractors, consultants or employees, Absolute Logic shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

4. Client’s Obligations.

Client shall:

  • cooperate with Absolute Logic in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement;
  • obtain and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, the installation of the Absolute Logic Equipment, the use of Client Materials and the use of the Client Equipment in relation to the Absolute Logic Equipment to the extent that such licenses, consents and Law relate to Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start;
  • be subject to the terms and conditions of all Third Party products and/or services supplied by Absolute Logic to the Client, wherein the use and/or consumption of same by the Client will be considered consent to and agreement with such terms and conditions;
  • grant Absolute Logic the right to send Client employees Newsletters, “Tech Tips” and other email communications; and
  • acknowledge and comply with (1) the current Sales Terms as detailed in Exhibit A and (2) the current Travel and Expense Policy as detailed in Exhibit B.

5. Term, Termination and Survival.

  1. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Proposals (‘Term’) unless sooner terminated pursuant to Section 5.2 or Section 5.3 below.
    • Unless otherwise superseded by written Contract or Agreement, all of which must be duly executed by all Parties, the term of this Agreement is three (3) years and,
    • Unless otherwise terminated or canceled pursuant to the terms and conditions of this Agreement, this Agreement will automatically renew for successive three year (3) increments.
  2. Either Party may terminate this Agreement, effective upon 90 days written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
    • Notifies the other Party, in writing no later than 60 days prior to the expiration date of the then in effect Term; or
    • materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach;
    • becomes insolvent or admits its inability to pay its debts generally as they become due;
    • becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing;
    • is dissolved or liquidated or takes any corporate action for such purpose;
    • makes a general assignment for the benefit of creditors; and
    • has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  3. Notwithstanding anything to the contrary in Section 5.2, Absolute Logic may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for 10 days after Client's receipt of written notice of nonpayment; or (b) more than 2 times in any 12 month period;
  4. The rights and obligations of the parties set forth in Section 5.5 and in Sections 7, 8, 9, 10, 11, 12, 13 and 15, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
  5. Upon expiration or termination of this Agreement:
    • Absolute Logic shall (i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid, all Client Equipment and all Client Materials, (ii) promptly remove any Absolute Logic Equipment located at Client’s premises, (iii) provide reasonable cooperation and assistance to Client upon Client’s written request and at Client’s expense in transitioning the Services to an alternate service provider, and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services or Deliverables which have not been provided;
    • Client shall pay and reimburse Absolute Logic for its costs in providing the transition Services set forth in Section 5.5(a) above at its then-current billable rates; and
    • each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information, (ii) permanently erase all of the other Party’s Confidential Information from its computer systems and (iii) certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Client may retain copies of any Confidential Information of Absolute Logic incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables. Notwithstanding anything herein to the contrary, Absolute Logic may permanently delete all of Client’s information in its possession six (6) months following the date of expiration or termination of this Agreement.

6. Fees and Expenses; Payment Terms.

  1. For the Services to be performed hereunder, the Client will pay to Absolute Logic a fee determined in accordance with the fee schedule and payment terms set out in each Proposal. Unless otherwise provided in the Proposal, said fee will be payable within 30 days of receipt by the Client of an invoice from Absolute Logic accompanied by documentation reasonably requested by the Client evidencing all charges.
  2. Absolute Logic shall add to Client’s invoice any sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Absolute Logic’s income, revenues, gross receipts, personnel or real or personal property or other assets.

7. Intellectual Property Rights; Ownership.

  1. Except as set forth in Section 7.3 below, Client is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein. Absolute Logic agrees, and will cause its Absolute Logic Personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 S.C. §101, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire”, Absolute Logic hereby irrevocably assigns, and shall cause the Absolute Logic Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Absolute Logic shall cause the Absolute Logic Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Absolute Logic Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.
  2. Upon the reasonable request of Client, Absolute Logic shall, and shall cause the Absolute Logic Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect or record its rights in or to any Deliverables.
  3. Absolute Logic and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. Absolute Logic hereby grants Client a non-transferable license to use, display, reproduce, distribute or transmit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by Absolute Logic.
  4. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all Intellectual Property Rights therein. Absolute Logic shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.

8. Confidential Information.

  1. The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Affiliates, and their respective officers, employees, consultants and legal advisors who have a “need to know”, who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 8.1; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Client, to make use of the Services and Deliverables; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
  2. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information; or (e) is required to be disclosed by Law, including without limitation, pursuant to the terms of a court order; provided, that the Receiving Party has given the Disclosing Party prior written notice of such disclosure and an opportunity to contest such disclosure. It shall be the obligation of the Receiving Party to prove that such an exception to the definition of Confidential Information exists.
  3. Nothing in this Agreement shall prevent either Party from using any general methodologies or know- how contained in the unaided memory of such Party's personnel or those of its Affiliates developed or disclosed under this Agreement, provided that in doing so it is not in breach of its obligations of confidentiality under this Section or using any Intellectual Property Rights of the other Party or any of its Affiliates.

9. Limited Warranty.

  1. Absolute Logic warrants that the Services and Deliverables will be in conformity in all material respects with all requirements or specifications stated in this Agreement and the applicable Proposal. In the event of Absolute Logic’s breach of the foregoing warranty, Absolute Logic’s sole and exclusive obligation and liability and Client’s sole and exclusive remedy shall be as follows:
    • Absolute Logic shall use reasonable efforts to cure such breach; provided, that if Absolute Logic cannot cure such breach within a reasonable time (but no more than 30 days) after Client’s written notice of such breach; Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 15.4.
    • In the event the Agreement is terminated in accordance with this Section 9.1, Absolute Logic shall within thirty (30) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for such Service or Deliverable less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis.
    • The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Client or with respect to changes made by any Person other than Absolute Logic or at Absolute Logic's direction.
  2. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 9.1 ABOVE, (A) ABSOLUTE LOGIC HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) ABSOLUTE LOGIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10. Indemnification.

  1. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and such Party’s Affiliates and their officers, directors, employees, agents, successors and permitted assigns (each, an “Indemnitee”) from and against all Losses awarded against an Indemnitee in a final judgment arising out of or resulting from any third party claim, suit, action or proceeding (each, an “Action”) arising out of or resulting from bodily injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or omissions of the Indemnifying Party or the Indemnifying Party’s personnel.
  2. An Indemnitee seeking indemnification hereunder shall promptly notify the Indemnifying Party in writing of any Action and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section 10.2 shall not relieve the Indemnifying Party of its obligations under this Section 10.2 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense.

11. LIMITATION OF LIABILITY.

  1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  2. IN NO EVENT SHALL ABSOLUTE LOGIC BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM
    1. THE CLIENTS FAILURE TO FOLLOW THE DIRECTION OR INSTRUCTION OF ABSOLUTE LOGIC, ITS EMPLOYEES, AFFILIATES OR ASSIGNS.
    2. THE FAILURE OF THIRD PARTY PROVIDERS, THAT ARE USED TO FACILITATE THE DELIVERY OF SERVICES OR GOODS RESOLD BY ABSOLUTE LOGIC, TO PERFORM.
  3. IN NO EVENT SHALL ABSOLUTE LOGIC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ABSOLUTE LOGIC PURSUANT TO THE APPLICABLE PROPOSAL IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Non-Solicitation.

  1. During the Term of this Agreement and for a period of twelve (12) months thereafter, both Parties shall not, directly or indirectly, in any manner solicit, or induce for employment, or hire any person who performed any work under this Agreement on behalf of the other Party. If Absolute Logic breaches section 12.1, they shall provide thirty (30) days written notice to Client before start date of solicited employee. Client shall retain the right to re-hire the solicited employee within the thirty (30) day notice period without penalty.
  2. If either Party breaches Section 12.1, it shall, on demand, pay to the other Party a sum equal to one (1) year’s basic salary or the annual fee that was payable by the non-breaching Party to the subject employee, worker or independent contractor, plus the recruitment costs incurred by non-breaching Party in replacing such person.

13. Non-Exclusivity.

Absolute Logic retains the right to perform the same or similar type of Services for any third parties during the Term of this Agreement.

14. Force Majeure.

  1. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement or a Proposal, for any failure or delay in fulfilling or performing any term of this Agreement or a Proposal (except for any obligations for Client to make payments to Absolute Logic hereunder and/or in any Proposal), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control (a “Force Majeure Event”), including, without limitation: (a) nature disaster; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; or (h) shortage of adequate power or telecommunications or transportation facilities. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
  2. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.
  3. The non-affected Party may terminate this Agreement and any affected Proposal if such failure or delay continues for a period of thirty (30) days or more and, if the non-affected Party is the Client, receive a refund of any amounts paid to Absolute Logic in advance for the affected Services. Unless this Agreement is terminated in accordance with this Section 14.3, the Term of this Agreement and any affected shall be automatically extended by a period equal to the period of suspension.

15. Miscellaneous.

  1. Fair Use. Absolute Logic will be provide goods and/or services on a priority basis, whose priority is determined by Absolute Logic, and in a manner, means, time and place that Absolute Logic determines, at its sole discretion is sufficient.
  2. Further Assurances. Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
  3. Relationship of Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
  4. Publicity. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party’s trademarks, service marks, trade names, logos, symbols or brand names, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
  5. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 15.4.
    1. If to Absolute Logic:
      Absolute Logic
      396 Danbury Road, Ste 2C
      Wilton, CT 06897
      Fax: 203.936.6681
      Attn: Al Alper, CEO
    2. If to Client: Client Primary Address on Proposal.
  6. Entire Agreement. This Agreement, together with the Exhibits, and Addendums, and all Proposals, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement, and any Proposal, the following order of precedence shall govern: (a) first, the applicable Proposal, and
  7. Assignment. Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice to the Client, Absolute Logic may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of Absolute Logic through merger, reorganization, consolidation or acquisition. Any attempted assignment transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
  8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
  9. Amendments. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  10. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  11. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Connecticut. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut in each case located in the City of Stamford, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
  12. Disputes. In the event that a dispute arises between the Parties in connection with, out of, or under this Agreement, the Parties agree to attempt initially to settle such dispute between themselves by conducting good faith negotiation and consultation. If the Parties are unable to settle the matter between themselves and at least thirty (30) days have elapsed since initial notification of the dispute pursuant to Section 15.4, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation pursuant to the Commercial Mediation Procedures of the American Arbitration Association (the "AAA"), and including, if necessary, a final and binding arbitration in accordance with the Expedited Procedures of the Commercial Arbitration rules of the AAA. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Client and Absolute Logic, and the third shall be appointed by the American Arbitration Association. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control, and the arbitrators shall be bound by the expressed terms of this Agreement. The Parties agree that each party shall bear their own costs in connection to any of the remedial activities set forth in this section.
  13. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  14. Equitable Relief. Each Party acknowledges that a breach by a Party of Section 7 (Intellectual Property Rights; Ownership) or Section 8 (Confidential Information) may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
  15. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing Party.
  16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Exhibit A – Sales Terms

1. Client’s Obligations.

Client shall:

  • provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by Absolute Logic and agreed with Client in writing in advance, for the purposes of performing the Services;
  • respond promptly to any Absolute Logic request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Absolute Logic to perform Services in accordance with the requirements of this Agreement;
  • provide such Client Materials as Absolute Logic may request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects;
  • ensure that all Client Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant legal or industry standards or requirements; and
  • be subject to the terms and conditions of all Third Party products and/or services supplied by Absolute Logic to the Client, wherein the use and/or consumption of same by the Client will be considered consent to and agreement with such terms and conditions.

2. Service Change Requests and Orders.

If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing (a “Service Change Request”). Absolute Logic shall, within a reasonable time after such request (and, if such request is initiated by Client, not more than ten (10) business days after receipt of Client’s written request), provide a written estimate to Client of:

  • the likely time required to implement the change;
  • any necessary variations to the fees and other charges for the Services arising from the change;
  • the likely effect of the change on the Services; and
  • any other impact the change might have on the performance of this

Should the Service Change Request result in a change in fees or monthly charges to Client (e.g. the addition of Services not defined in a Proposal), the Parties shall negotiate and agree in writing on the terms of such change (a “Service Change Order”). Neither Party shall be bound by any Service Change Order unless mutually agreed upon in writing and signed by each Party in an amendment to the Proposal.

3. Insurance.

At all times during the Term, Absolute Logic shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage:

  • Commercial General Liability with limits no less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of Absolute Logic under the MSA;
  • Worker’s Compensation with limits no less than the greater of (i) five hundred thousand dollars ($500,000), or (ii) the minimum amount required by applicable law;
  • Commercial Automobile Liability with limits no less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in the aggregate combined single limit; and
  • Professional Liability with limits no less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate.

Upon the written request of Client, Absolute Logic shall provide Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 4. This Section 4 shall not be construed in any manner as waiving, restricting or limiting the liability of either Party for any obligations imposed under the MSA (including but not limited to, any provisions requiring a Party hereto to indemnify, defend and hold the other harmless under the MSA).

4. Equipment Policy.

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

  • For Managed and Hosting Services Clients only, equipment shall be ordered once Client has electronically approved equipment Upon Absolute Logic’s receipt of the approved equipment quote, Absolute Logic shall order the equipment and then invoice the Client.
  • Any installation or delivery of equipment to Client will only be scheduled once full payment for equipment has been received by Absolute Logic and the complete equipment order’s arrival to Absolute Logic.
  • Absolute Logic must receive payment for equipment invoiced within fifteen (15) days of invoice date. No equipment shall be ordered unless full payment for equipment has been received by Absolute Logic.
  • Cancellation invoices will include a seventy-five dollars ($75.00) cancellation fee plus the cost of returning the equipment to the distributor. Cancellation invoices will be assessed for any cancelled or unpaid approved equipment orders. The cancellation invoice must be paid thirty (30) days from date of invoice or support Services will be suspended until payment has been received.
  • Equipment listed in the Absolute Logic equipment proposals is considered recommended and approved by Absolute Logic. Any equipment purchased through a third party vendor is not considered recommended by Absolute Logic. Installation of third party equipment no matter the Services level is not included and will be billed hourly as a Project.
  • Equipment that is not covered by a hardware warranty or is older than 60 months from the manufacturer specified manufactured date, no matter the Services level is not included and will be billed hourly as a Project.
  • Absolute Logic does not quote refurbished equipment. Absolute Logic does not recommend using refurbished equipment.
  • All equipment quoted by Absolute Logic is to the specifications Client has provided to Absolute Logic and Absolute Logic’s assessment of Client’s current IT Absolute Logic does not provide model or part numbers for equipment quoted.
  • Absolute Logic does not keep any equipment “in-stock” due to the wide variance between Client environments and needs. In case of critical hardware failure, as defined by Absolute Logic, Absolute Logic will provide Client the option of purchasing necessary equipment from a local source, if If Absolute Logic is requested to pick up equipment from a local source, additional charges will apply for the time and trip to pick up the equipment.
  • Manufacturers’ warranties are provided for equipment purchased through Absolute Logic, if Additional warranties may be purchased through Absolute Logic if requested and are available from the manufacturer.
  • For Managed Services Clients, labor for replacing supported equipment that is necessary to maintain the current IT environment (i.e. a crashed computer) is not considered billable. New equipment that is to update/refresh or is an addition to the current IT environment is considered billable.
  • For Managed Services Clients, installation of monitoring agent and antivirus for newly monitored machines is not Setup of anything additional including new users, peripherals, networking and servers is based on each Client’s Proposal.
  • For all clients, return policy on opened equipment will be determined by the manufacturer/distributor.
  • For all client(s), Absolute Logic is not responsible for notifying of warranty expirations.

5. General/Billing.

  • If Absolute Logic determines a ticket request is a separate Project (as described in the Client’s Proposal), Absolute Logic will obtain the Client’s approval before moving As a rule of thumb, we follow the “3 5’s rule” when deciphering what is or isn’t a project. If it will take more than 5 hours, includes more than 5 steps, or affects more than 5 users, it is a project. The “3 5’s rule” excludes onboarding and structured cabling.
  • At all times during the life of the contract, Client must maintain at least the higher of 75% of what was on the initial contract as defined in the Proposal or the then in-force minimum fee.
  • The following will always be considered separate Projects: pre-existing issues, major application upgrades, new or replacement software or hardware, administrative or clerical work, and any time for non-covered equipment or services, as outlined herein or in the superseding proposal.
  • A Proposal must be executed by both Parties before Absolute Logic initiates work on the Project or Services described in the Proposal.
  • If an Absolute Logic technician works with the Client, all time spent working on the issue will be entered into the ticket and will be billed according to the Client’s agreement with Absolute Logic.
  • Client must provide each Proposal to its applicable employees.
  • Client must return to Absolute Logic the completed Onboarding/Project Documents before Absolute Logic can schedule turn-up of Client sites.
  • Only management approved users may approve Client quotes and/or proposals and/or authorize charges by payment methods kept on file with Absolute Logic.
  • Additional Professional Services deemed Billable that are not included in a Proposal over $5,000 will be billed as follows: 50% upfront, 25% at the earlier of hardware and/or software delivery or go live, and 25% upon final sign-off/project hand-off. Professional Services Projects under $5,000 will be billed upon completion.
  • Absolute Logic accepts credit cards, electronic checks and wire transfers as forms of Paper checks will not be accepted until funds have cleared.
  • Client agrees that any invoices over thirty (30) days past due may be charged to the current payment method on file with Absolute Logic.
  • Client may dispute any billable time within thirty (s) days receipt of the invoice. All time and costs that remain undisputed thirty (30) days after the invoice has been received by Client are considered valid, due and owing.
  • Absolute Logic and Client have thirty (30) days from date of Client’s notification of dispute to resolve the dispute or the charges will be considered final and due immediately.
  • All outstanding invoices must be paid before Absolute Logic will release any passwords, or other credentials or access at the termination of Services.
  • Any assistance with third party vendors in connection with the termination of Services with Absolute Logic is considered billable.
  • Client must provide Absolute Logic with sixty (60) days’ notice of Client office location moves and/or third-party vendor changes that effect the technology environment supported by Absolute Logic.
  • In the event Client does not have a support contract that covers travel with Absolute Logic and has one or more offices located farther than twenty-five (25) miles away from Absolute Logic’s offices, Client agrees to reimburse Absolute Logic for all actual, documented and reasonable travel and out-of-pocket expenses incurred by Absolute Logic in connection with the performance of the Services; provided, that, such expenses conform to Absolute Logic’s Travel and Expense Policy in effect as set forth at https://absolutelogic.com/travelpolicy.
  • After the initial twelve (12) months of the Term, for Services provided, Absolute Logic may increase its standard fee rates specified in the applicable Proposal upon written notice to Client; provided, that:
    • Absolute Logic provides Client written notice of such increase at least ninety (90) days prior to the effective date of such increase; such increases occur no more frequently than once per contract year of the Term; and the amount of such increase shall not exceed three percent (3%).
  • The following discounts and/or additional fees apply to all applicable Proposals:
    • A three percent (3%) late fee will be assessed on all invoices where payment is not received within thirty days (30) days after Client receipt of invoice. All other invoices will be assessed a three percent (3%) late fee if payment is not received within thirty (30) days of Absolute Logic issuing the invoice.
  • The following general rates will apply to all applicable Services during business hours:
    • a rate of $140 per hour will be charged for Level 1 support engineer
    • a rate of $185 per hour will be charged for Level 2 support engineer
    • a rate of $225 per hour will be charged for Level 3 support engineer
    • a rate of $285 per hour will be charged for all training
    • a rate of $185 per hour will be charged for all project engineers
    • a rate of $225 per hour will be charged for all project specialists/sr. engineers
    • a rate of $285 per hour will be charged for all project management
    • a rate of $235 per hour will be charged for all cybersecurity engineers
    • a rate of $295 per hour will be charged for all cybersecurity administrators
    • a rate of $650 per hour will be charged for CTO Services
    • a rate of $950 per hour will be charged for CIO Services
    • a rate of $1150 per hour will be charged for CISO Services
    • a rate of $1850 per hour will be charged for any Strategic and/or Business Consulting Services with Al Alper
    • a fixed fee of $595 per computer will be charged for all New Computer Setups
    • *Note that after hours will be billed at a time and a half. Holidays will be billed at double time.

Exhibit B – Travel Expense Policy

By execution of the applicable Proposal and/or MSA with Absolute Logic, the Client hereby agrees to the following terms for the travel and expenses of Absolute Logic Personnel. Any terms capitalized but not defined herein shall have the meanings attributed to them in the MSA or applicable Proposal.

Trip Fees

T1. Project Trips Fees:

  • Where a trip is required, All Additional Billable Projects will be charged a $135 trip fee each trip to client’s office (unless otherwise specified in the Proposal/SOW).
  • Hosting, Monitoring, and Remote Managed Services will be charged a $135 trip fee for each trip to client’s office.
  • Mileage will be billed separately. Absolute Logic uses IRS published rates for mileage.

Air Travel

A1. Class of Service:

  • All flights under 8 hours will be booked in business class.
  • Flights over 8 hours (one direction) can be booked in first class.

A2. Booking in Advance:

  • Absolute Logic Personnel will book air travel as early as practical to take advantage of lower pricing.

Lodging

L1. Preferred Hotels

  • Client will be asked to assist in identifying preferred hotels near their offices and may work with the Absolute Logic travel coordinator to ensure preferred rates are provided to Absolute Logic employees when available.

Ground Transportation

G1. Class of Rail Service

  • Rail service will be booked in coach unless the trip is more than four hours one way.

G2. Rental Cars

  • Class of car should be intermediate or lower unless more than three individuals are traveling together.

G3. Personal or Company Vehicles

  • Use of personal or company vehicles for business will be reimbursed on a rate per mile for business travel.
  • Mileage to airport is reimbursed net of the employee’s normal commute to the office.

G4. Tolls and parking

  • All tolls and parking fees relating to business travel will be reimbursed by Client.

Meals

M1. Daily maximum

  • Actual meal costs will be reimbursed up to the maximum of $150 per person per day (plus tips) in North America and Canada ($250 per day in New York City, San Francisco, Boston, Los Angeles, Miami, D.C. and Toronto).
  • Outside of North America actual meal costs will be reimbursed up to $175 USD equivalent.

M2. Tips

Tips will be reasonable in accordance with local customs.

Exhibit C – Information Security Policy

This Information Sensitivity, Security and Privacy ('ISSP') Policy, along with all of the policies and procedures, including but not limited to:

  • 3rd Party Service Provider Policy;
  • Acceptable Use Policy;
  • Access Control Policy;
  • Account and Identity Management Policy;
  • Asset Inventory and Management Policy;
  • Audit Policy;
  • Breach Response and Notification Policy;
  • Business Continuity and Disaster Recovery Policy;
  • Clean Desk Policy;
  • Cyber Security Defense Policy;
  • Data Encryption Policy;
  • Data Retention, Destruction and Disposal Policy;
  • Data Security Policy;
  • Email Use Policy;
  • Employee Training and Monitoring Policy;
  • Patch Management Policy; and
  • Secure Configuration of Assets and Software Policy

that define the manner and means in which information is protected, at rest, in production, and in transit, defines the Company's approach to protecting and securing sensitive data. It is core component of our risk mitigation strategy.

Purpose

The Information Sensitivity, Security and Privacy Policy is intended to help our employees, as well as our contractors, vendors and other individuals or business associates ('Interested Parties') with whom we do business and where such business may require access to personal or confidential information determine what information can be disclosed to non-employees, as well as the relative sensitivity of information that should not be disclosed outside of Absolute Logic ('Company') without proper authorization, and to outline the data security and privacy policies to be adhered to.

The information covered in these guidelines includes, but is not limited to, information that is either stored or shared via any means. This includes: electronic information, information on paper, and information shared orally or visually (such as telephone and video conferencing).

All Interested Parties should familiarize themselves with this policy. It should be noted that the sensitivity level definitions were created as guidelines and to emphasize common sense steps that you can take to protect Absolute Logic' Confidential Information and client personal information (e.g., Absolute Logic Confidential information should not be left unattended in conference rooms, client policies or claims should not be left in a fax machine in public areas, etc.).

Please Note: The impact of these guidelines on daily activity should be minimal.

Policy

The Sensitivity Guidelines below provides details on how to protect Absolute Logic, Client, Vendor, and other stakeholder, individual or severally Stakeholders, information at varying sensitivity levels. Use these guidelines as a reference only, as Stakeholder Confidential information may necessitate more or less stringent measures of protection depending upon the circumstances and the nature of the Confidential or Sensitive information in question.

Minimal Sensitivity

General corporate information; some personnel and technical information

Marking guidelines for information in hard copy or electronic form.

Note: any of these markings may be used with the additional annotation of "3rd Party Confidential".

Marking is at the discretion of the owner or custodian of the information. If marking is desired, the words "Absolute Logic Confidential" may be written or designated in a conspicuous place on or in the information in question. Other labels that may be used include "Absolute Logic Proprietary" or similar labels at the discretion of your individual business unit or department. Even if no marking is present, Absolute Logic information is presumed to be "Absolute Logic Confidential" unless expressly determined to be Absolute Logic Public information by a Absolute Logic employee with authority to do so.

Access:Absolute Logic employees, contractors, people with a business need to know.

Distribution within Absolute Logic: Standard interoffice mail, approved electronic mail and electronic file transmission methods.

Distribution outside of Absolute Logic internal mail: U.S. mail and other public or private carriers, approved electronic mail and electronic file transmission methods.

Electronic distribution: No restrictions except that it be sent to only approved recipients.

Storage: Keep from view of unauthorized people; erase whiteboards, do not leave in view on tabletop. Machines should be administered and follow the guidelines of the Secure Configuration of Assets policy. Protect from loss; electronic information should have individual access controls where possible and appropriate.

Disposal/Destruction: Outdated paper information should be given to the Office Manager or other Manager for disposal; electronic data should be expunged/cleared. Reliably erase or physically destroy media.

Penalty for deliberate or inadvertent disclosure: Training, reassignment, or other action, up to and including termination, possible civil and/or criminal prosecution to the full extent of the law.

More Sensitive

Business, financial, technical, and most personnel information

Marking guidelines for information in hard copy or electronic form.

Note: any of these markings may be used with the additional annotation of "3rd Party Confidential". As the sensitivity level of the information increases, you may, in addition or instead of marking the information "Absolute Logic Confidential" or "Absolute Logic Proprietary", wish to label the information "Absolute Logic Internal Use Only" or other similar labels at the discretion of your individual business unit or department to denote a more sensitive level of information. However, marking is discretionary at all times.

Access: Absolute Logic employees and non-employees with signed non-disclosure agreements who have a business need to know.

Distribution within Absolute Logic: Standard interoffice mail, approved electronic mail and electronic file transmission methods.

Distribution outside of Absolute Logic internal mail: Sent via U.S. mail or approved private carriers.

Electronic distribution: No restrictions to approved recipients within Absolute Logic, but should be encrypted or sent via a private link to approved recipients outside of Absolute Logic premises.

Storage: Individual access controls are highly recommended for electronic information.

Disposal/Destruction: In specially marked disposal bins on Absolute Logic premises; electronic data should be expunged/cleared. Reliably erase or physically destroy media.

Penalty for deliberate or inadvertent disclosure: Up to and including termination, possible civil and/or criminal prosecution to the full extent of the law.

Most Sensitive

Medical records, Social Security numbers, Customer account numbers, Data groupings where identity can be determined through UCR measures, trade secrets & marketing, operational, personnel, financial, source code, & technical information integral to the success of our company

Marking guidelines for information in hard copy or electronic form.

Note: any of these markings may be used with the additional annotation of "3rd Party Confidential". To indicate that Absolute Logic Confidential information is very sensitive, you should label the information "Absolute Logic Internal: Registered and Restricted", "Absolute Logic Eyes Only", "Absolute Logic Confidential" or similar labels at the discretion of your individual business unit or department. Once again, this type of Absolute Logic Confidential information need not be marked, but users should be aware that this information is very sensitive and be protected as such.

Access: Only those individuals (Absolute Logic employees and non-employees) designated with approved access and signed non-disclosure agreements.

Distribution within Absolute Logic: Due to overlapping responsibilities requiring company-wide access, internal distribution controls are not applicable.

Distribution outside of Absolute Logic internal mail: Delivered direct; signature required; approved private carriers.

Electronic distribution: No restrictions to approved recipients within Absolute Logic, but it is highly recommended that all information be strongly encrypted.

Storage: Individual access controls are very highly recommended for electronic information. Physical security is generally used, and information should be stored in a physically secured computer.

Disposal/Destruction: Strongly Encouraged: In specially marked disposal bins on Absolute Logic premises; electronic data should be expunged/cleared. Reliably erase or physically destroy media.

Penalty for deliberate or inadvertent disclosure: Up to and including termination, possible civil and/or criminal prosecution to the full extent of the law.

Enforcement

Any employee or representative found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.

Training, Review and Preparation

Absolute Logic understands that all privacy and security are, ultimately subjected to human error. To maximize privacy and security controls and compliance, Absolute Logic will conduct workforce privacy awareness for all employees and Interested Parties. This includes training of all new workforce members including management, volunteers and Interest Parties in privacy and security procedures and requirements, as well as the enforcement policies that envelope them.

Any amendments or changes to the policies and procedures herein will be distributed to all employees and Interested Parties as appropriate and training provided where needed. Such distribution will be acknowledged by the receiving party.

Semi-annually, Absolute Logic will distribute some or all of these policies as a reminder of our commitment to privacy and security. The receiving parties will acknowledge receipt and acceptance of such distribution as a demonstration of their similar commitment.

Annually, Absolute Logic will perform a Vulnerability Assessment to identify any privacy or security risks and vulnerabilities, and take appropriate action to mitigate. When mitigation demands policy or procedural amendments, such will be made and disseminated.

The sooner of a material change in the organization or every 3 years, Absolute Logic will perform a Risk Assessment to identify any vulnerabilities, and take appropriate action to mitigate same. When mitigation demands policy or procedural amendments, such will be made and disseminated.

Absolute Logic believes that transparency, ultimately is the greatest measure of adherence to privacy and security policies and procedures. Therefore, any and all actions pertaining hereto will be documented and made available to appropriate, authorized parties.

Policy Definitions

Appropriate measures

To minimize risk to Absolute Logic from an outside business connection. Absolute Logic computer use by competitors and unauthorized personnel must be restricted so that, in the event of an attempt to access Absolute Logic corporate information, the amount of information at risk is minimized.

Configuration of Absolute Logic-to-other business connections

Connections shall be set up to allow other businesses to see only what they need to see. This involves setting up both applications and network configurations to allow access to only what is necessary.

Delivered Direct; Signature Required

Only the intended recipient may sign for, and the delivery be left with.

Approved Electronic File Transmission Methods

Includes supported FTP clients, secure links, and encryption.

Approved Electronic Mail

Includes all mail systems supported by the IT Support Team. These include, but are not necessarily limited to, Outlook, iPhone, and iPad. If you have a business need to use other mailers contact the appropriate support organization to ensure it comports with the letter and spirit of this policy.

Approved Encrypted email and files

Techniques include the use of DES and PGP. DES encryption is available via many different public domain packages on all platforms. Please contact the appropriate support organization if you require a license.

Company Information System Resources

Company Information System Resources include, but are not limited to, all computers, their data and programs, as well as all paper information and any information at the Internal Use Only level and above.

Expunge

To reliably erase or expunge data on all machines.

Individual Access Controls

Individual Access Controls are methods of electronically protecting files from being accessed by people other than those specifically designated by the owner.

Insecure Internet Links

Insecure Internet Links are all network links that originate from a locale or travel over lines that are not totally under the control of Absolute Logic.

Encryption

Secure Absolute Logic Sensitive information in accordance with the Acceptable Encryption Policy. International issues regarding encryption are complex. Follow corporate guidelines on export controls on cryptography, and consult your manager and/or corporate legal services for further guidance.

Multi- or Two- Factor (MFA) Password Authentication

Multi- or Two- Factor Password Authentication on Internet connections is accomplished by using a onetime password token to connect to Absolute Logic’s internal network over the Internet. MFA must be employed in accordance with the MFA Policy.

Physical Security

Physical security means either having actual possession of a computer at all times, or locking the computer in an unusable state to an object that is immovable. Methods of accomplishing this include having a special key to unlock the computer so it can be used, thereby ensuring that the computer cannot be simply rebooted to get around the protection. If it is a laptop or other portable computer, never leave it alone in a conference room, hotel room or on an airplane seat, etc. Make arrangements to lock the device in a hotel safe, or take it with you. In the office, always use a lock-down cable. When leaving the office for the day, secure the laptop and any other sensitive material in a locked drawer or cabinet.

PI/PII

Private Information and Personally identifiable Information may include, but not be limited to personal, confidential, health-related and other information that, when taken individually or together represent information that is not to be shared by anyone without express, written permission, except where required by law or demanded by a duly authorized governing body or court of proper jurisdiction.

PPO

The Principal Privacy Officer responsible for ensuring the privacy and confidentiality of Private Information, including the development and enforcement of policies and procedures to ensure same..

Private Link

A Private Link is an electronic communications path that Absolute Logic has control over its entire distance. For example, all Absolute Logic networks are connected via a private link. A computer with a network connection to the internet to another computer have established a private link. Absolute Logic also has established private links to other companies, so that all email correspondence can be sent in a more secure manner. Companies which Absolute Logic has established private links include all announced acquisitions and some short-term temporary links