2021-216-E-IT-Dynamic Quest-Managed Service Desk

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DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest A0_ r-)YNAMIC ■ Dynamic Quest in respect of any such taxes. 8. Customer will reimburse Dynamic Quest for all travel expenses, including actual, documented and reasonable travel and out-of-pocket expenses including meals, lodging and airfare incurred by Dynamic Quest on behalf of Customer for onsite visits in support of the Services contemplated by this Agreement and any Addendum. Travel time for Dynamic Quest representatives will be billed at one half('/2)the Customer's standard hourly rate. Customer will not be invoiced for travel required specifically for work needed to be performed on Dynamic Quest's owned hardware. 9. Payments not received within twenty-five (25) days of the due date shall bear interest at the rate of one and one-half percent(1'h%) per month (but not to exceed the maximum lawful rate) until paid, and Customer shall be required to pay all fees and expenses incurred by Dynamic Quest in connection with the collection of such past due amounts (including all reasonable court and attorneys'fees). 10. Software Services licensed under any SPLA are billed monthly to Customer for the previous month's usage. Microsoft establishes the baseline prices for the products offered under the SPLA with Dynamic Quest. Microsoft may decrease prices of existent part numbers it charges to Dynamic Quest under the SPLA at any time, which may be reflected on the Dynamic Quest's price list to Customer. Microsoft may increase prices of existent part numbers and charge to Dynamic Quest only as follows: a. Once each calendar year effective January 1st; b. At any time to offset exchange rate fluctuations for prices other than U.S. dollars. As these price changes are reflected in Dynamic Quest's cost to provide the software Services to Customer, Dynamic Quest will pass these changes on to Customer; c. The minimum baseline software (quantities and titles) for the Services will be contained in an applicable Addendum; and d. Software required to support the number of users above the minimum established baseline will be provided on a per user basis. 11. Various solutions require software licenses from several potential vendors such as, but not limited to, Microsoft SPLA licenses, Microsoft Azure licenses, and other forms of Microsoft licenses which are provided for under Microsoft Software Assurance or Software Mobility Agreements and including software licenses required by other software providers other than Microsoft. The Customer takes full responsibility to identify,accept, comply, report and pay for all necessary licenses required by the software provider. This includes without limitation, and Dynamic Quest shall have no liability for,any non-compliance, breach or violation by Customer, which were identified during a software license audit for any periods prior to or following the date of this Agreement. This also includes software which may have been recommended, installed, and configured by Dynamic Quest in connection with the Services. The Customer is responsible to review and comply with all software licenses and define, configure and comply with all Microsoft Active Directory group policies (or other methods to control authorized access as defined by the applicable software vendor)to restrict access to the software based on the quantities and software licensing requirements from the vendor. Dynamic Quest can act as a facilitator but will not be held liable for any licensing issues assessed by any vendor with respect to Customer and any liability assessed by any vendor on a Customer shall not be subject to any limitations on liability set forth in this Agreement or any Addendum. 12. Dynamic Quest periodically assesses the impact of its pricing to ensure there is a reasonable alignment with the needs of customers, partners, and the marketplace, and may make changes in response to these ongoing assessments, feedback and marketplace audits. These assessments are typically performed on an annual basis. In the event that Dynamic Quest's costs or expenses for performing any of the Services increase during the Initial Term (or any Renewal Term),including increases in third party costs for products and services, Dynamic Quest may equitably increase the fees payable thereunder or pursuant to any Addendum to reflect Dynamic Quest's actual costs and expenses incurred in connection with the provision of the Services to Customer. 13. Dynamic Quest will use commercially reasonable efforts to ensure the accuracy of invoices. Customer will timely pay all undisputed invoice items and will notify Dynamic Quest of any disputed invoice items (which Customer shall only dispute in good faith) no later than fifteen (15) days after the date of the invoice, or such invoice will be presumed to be correct, not subject to dispute and payable in accordance the terms of this Agreement and/or the applicable Addendum. The parties agree to act reasonably to resolve any disputed items. 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