Service Level Agreement

  1. (A) MANAGED CARE SERVICE: ProTech Core is a monthly recurring support plan consisting of a package of IT and network services designed to keep a system running as efficiently as possible. There are no additional Service Charges for the items listed in this Section 1A, as part of the plan known as Protech Core. Throughout this Service Level Agreement (“SLA”) the terms “Client”, “You”, “Your” and Darby TechForce Contract Client describe the customer executing a Statement of Work (“SOW”) for any IT and network service plan described herein.
    1. NETWORK MONITORING AND ALERTS. Darby TechForce will deploy a network monitoring system designed to detect and prevent certain technical problems. The system makes best efforts to report issues to Your office or IT support center, where Your office or IT provider would take appropriate remediation steps and While this platform allows us to see and avoid many issues with Your technology, it is not an absolute guarantee that Your system will be entirely issue free. There may be issues that cannot be detected, particularly as related to proprietary, auxiliary, and ancillary systems (i.e. Industry specific software systems, imaging systems, etc.). Whenever there is a question regarding Your system, report it to the Darby TechForce Support team immediately.
    2. PROACTIVE PATCH MANAGEMENT AND MAINTENANCE: Darby TechForce will configure Your system to accept updates for the core operating system on all servers and workstations that are properly inventoried as outlined in the applicable SOW.
    3. LOCAL BACKUP MONITORING. Darby TechForce will implement, configure, and monitor Your encrypted local File Level backup system to an external backup device attached directly to Your server (such as a USB Hard Drive, NAS, DAS, etc.). Darby TechForce will alert You and attempt to correct any problems detected with Your backup. It is important that You monitor Your backup system as well, to make sure there are no issues that have not been detected by our Support team. Not all Backup Software programs can be monitored by our system. Our Sales or Sales engineers can help determine if the existing software that You are using is compatible. If Your current software is not compatible, we may recommend compatible software which You may elect to purchase separately at Your sole cost and expense.
    4. CLOUD BACKUP SERVICE. Darby TechForce will supply, implement, configure, and monitor an encrypted cloud File-Level backup system (“Cloud Backup”). Darby TechForce will advise You and attempt to correct any problems detected with the Cloud Backup, subject to the terms of this SLA and the applicable SOW. It is also important that You monitor Your backup system, to make sure there are no issues that have not been detected by our network operations center (NOC). The Cloud Backup system performs backup on “critical” systems and programs but does not backup all data and configurations. Protech Core service includes up to 100 GB of DataSafe.
    5. ANTI-VIRUS / ANTI-MALWARE SYSTEM. Darby TechForce will supply, implement, configure, and monitor an Anti-virus and Anti- malware program, on all servers and workstations that are included and inventoried on Your Darby TechForce SOW All servers and workstations need to be properly inventoried by You so that we can deploy the security suite. It is Your responsibility to ensure that we have an updated list of all servers and workstations that may be added or deleted from the initial SOW. While the Anti-virus system that we use allows us to prevent many viruses it is an industry-standard anti-virus program and it is not an absolute guarantee that Your system will be entirely virus free.
    6. HIPAA COMPLIANT REMOTE LOGIN: Darby TechForce provides a secure remote access tool allowing You to access Your data in real time from connected authorized devices worldwide.
    7. MONTHLY EXECUTIVE REPORTS: Executive reports will be sent out by Darby TechForce on a monthly basis, and are specifically designed to help clients review the health and performance of their network. The reports contain a collection of essential metrics and information, and are designed to consolidate large volumes of available performance indicators into a readily understood format.
    8. DISCOUNTED SERVICE RATE. As a Darby TechForce Contract Client, You will receive a discount for Service calls, both Remote and Onsite. Protech Core clients will be billed for Support on an hourly basis in increments at half of an hour. The discounted rate will be 20% less than the Standard Service Rate as shown in the applicable SOW.
  2. (A) MANAGED CARE SERVICE: ProTech Plus (+) is a monthly recurring support plan consisting of a package of IT and network services designed to keep a system running as efficiently as possible. There are no additional Service Charges for the items listed below, as part of the plan known as Protech Core.
    1. NETWORK MONITORING AND REMEDIATION. Darby TechForce will deploy a network monitoring system that detects and prevents certain technical problems. The system makes best efforts to report issues to Darby TechForce’s IT support center, where Darby TechForce’s IT provider takes appropriate action. While this platform allows us to see and avoid many issues with Your technology, it is not a guarantee that Your system will be issue free. There may be issues that are not detected, particularly as related to proprietary, auxiliary, and ancillary systems (i.e., industry specific software systems, imaging systems, etc.). Whenever there is a question regarding Your system, report it to our Support team immediately.
    2. REMOTE TECHNICAL SUPPORT. Support is available to resolve any issues regarding Your current setup during our normal support hours of 7:00 AM to 7:00 PM Eastern Standard Time (Monday thru Friday excluding national holidays),which may from time to time be amended by Darby TechForce in its sole discretion. When there is a technical issue with Your Current Setup (as defined below), we will remote in and diagnose the problem, and will make all commercially reasonable efforts to correct the issue remotely. “Support” is defined as help or assistance with Your Current Setup. “Current Setup” is defined as the existing computers or devices that are inventoried on the SOW, with the existing operating system in its current version, with all installed software and peripherals in their current version (both hardware and software). Darby TechForce does not configure or provide Support or Service for items that are not specified on the SOW or for any consumer grade content including, but not limited to, photo applications, music playing applications, and chat or messaging applications, except as may be provided in an SOW.
    3. AUTOMATED THIRD PARTY SOFTWARE UPDATE MANAGEMENT (ON – DEMAND). Standard business applications (Adobe, Java, Flash, and Office) updates will be centrally coordinated and applied by our Network Operation Center (NOC) automatically.
    4. VENDOR MANAGEMENT. Darby TechForce will coordinate and work directly with Your vendors (in the categories set forth Subsections (a) through (i) of this Section 1(B)(iv)) to provide technical service and support as needed, provided that we have been informed of such vendors in advance and have the vendor on file. You will be allotted a certain number vendors as indicated in the applicable SOW.
      1. PRACTICE MANAGEMENT SOFTWARE, Appointment Confirmations, E- Claims
      2. IMAGING MANAGEMENT SOFTWARE
      3. INTERNET SERVICE PROVIDER (ISP)
      4. FIREWALL
      5. PHONE VENDOR (VOIP)
      6. DENTAL HARDWARE
      7. SURVEILLANCE
      8. 365 OFFICE/EXCHANGE.
      9. INTEGRATION WITH SELECTIVE DEVICES OR SOFTWARE AS SPECIFIED IN THE SOW
    5. MISSION CRITICAL APP RESCUE AND UPDATES. Darby TechForce will configure a customized rescue protocol for Your mission critical applications. You must identify the mission critical applications during onboarding. This service not intended to correct internal errors from Your software applications. Also, Darby TechForce, at its sole election, will perform minor software updates on Your mission critical applications.
  3. (C) MANAGED COMPLETE SERVICES: ProTech Complete includes all Managed Plus Services. There are no additional Service Charges for the items listed as Managed Plus Services in this Section 1(C).
    1. Complete image level backup of server is supported with the Rapid Restore Program. A local NAS (Sold Separately) will host image level backup and separate image level backup will be stored in a cloud storage system. Local NAS on-site will be updated few times a day and Cloud storage system once a day. Protech Complete provides 1TB of cloud based storage and extra per gigabyte will be charged for overage.
  4. (D) (Outside Scope Services) – PROTECH CORE, PLUS AND COMPLETE currently do not include the following services for Darby TechForce Contract Clients: Extra charges may apply based on the service call.
    1. WEBSITE RESTRICTION AND CONTENT FILTERING. Darby TechForce will administer a device to block custom Client selected websites such as social media as well as dangerous or offensive sites. It is important that You have policies in place to make sure Your team is not attempting to visit harmful websites. Darby TechForce will only attempt to block those websites and content that You select and inform us of.
    2. MANAGED FIREWALL, WIRELESS ACCESS POINT (WIFI), AND NETWORK SWITCHES. Darby TechForce will sell a firewall, wireless access point, and network switches to clients. Darby TechForce will manage and update the software components of such equipment (such as, by way of example only, firmware and driver updates) at our sole discretion. The management and updates for these devices will be immediately terminated in the event this Agreement is terminated. All configurations, operations, and formats implemented by Darby TechForce are the proprietary work of Darby TechForce and will be removed in the event of termination. Manufacturers’ hardware warranties are included with the equipment. If this equipment requires onsite service, such services are not included and are billed separately as a service call. If equipment is not purchased by Client from Darby TechForce, Darby TechForce will not manage.
    3. REMOTE MALWARE AND VIRUS REMOVAL. If Your covered systems become infected with a virus or malware as a result of a malicious attack, we will attempt to remove it remotely at no additional cost to You. If the damage is extensive and the removal necessitates a Service call, You will receive the discounted rate for Service as shown on the applicable SOW.
    4. ADVANCED CUSTOM SECURITY OPTIONS. Darby TechForce will configure, upon Your request, advanced profiles in Windows Active Directory to support restricted user profiles or other reasonable security measures as deemed necessary and requested by You in writing as part of a support ticket. If the request is extensive and it necessitates a Service call, You will receive the discounted rate for Service as set forth in the applicable SOW.
    5. ADVANCED NETWORK PERFORMANCE MANAGEMENT. Darby TechForce will deploy, as part of the security and management suite, advanced tools to monitor network performance (link speeds, traffic monitoring, etc.). This is an ongoing evolution of services that are added and continually evaluated by Darby TechForce to help enhance the performance of Your network. If the Network performance is poor and this necessitates a Service call, You will receive the discounted rate for Service as set forth in the applicable SOW.
  5. (E) ON DEMAND SERVICES. On Demand Services are available to Darby TechForce Contract Clients at a discounted rate.
    1. SERVICE RATES. Effective 1/1/2018, the following service rates apply:
      1. Discounted Onsite service rate – 20% off Standard Service Rate
      2. Discounted Remote service rate – 20% off Standard Service Rate
    2. SERVICE CALLS. “Service Call” is can also be defined as an “add, move, or change” of the Current Setup. System changes, software updates, upgrades, installation of new Equipment or configuration changes require an Onsite Service Call or Remote Service Call. This includes operating system updates, installation of any new devices or peripherals, practice management, imaging system updates, and any software or network configuration that must be done on multiple workstations.
      1. REMOTE SERVICE CALLS. Darby TechForce uses Remote Service Calls when practical to help reduce both parties’ costs. Examples include installation of new software or upgrades to existing software. A full report of all work performed on a Remote Service Call will be included with the email copy of the invoice.
      2. ONSITE SERVICE CALLS. Darby TechForce uses Onsite Service Calls when a Remote Service Call is not practical. Example would be the installation of a new computer, mount, cabling, or other items that require extensive onsite physical interaction. Onsite Service Calls are billed at a discounted service rate. Travel expenses are included and are not charged for Clients on Darby TechForce plans that are located in the Primary Service Areas as specified in the SOW. Client that are in the Extended Service Areas are charged a Travel Expense fee. There is a two (2) hour minimum on all Onsite Service calls. A full report of all work performed on an Onsite Service Call will be included with the email copy of the Service Charges.
    3. AFTER HOURS SUPPORT. Darby TechForce provides After-Hours Support to Darby TechForce’s Contract Clients for an additional fee, charged only when the after-hours service is requested by a Client. Darby TechForce is available beginning at 7:00 AM Eastern Time and ending at 7:00 PM Eastern Time, five (5) days a week (Monday thru Friday). To access the After-Hours Support, call 877-222-1508 Ext 3. Darby TechForce reserves the right to change the times noted above. Services are billed at the standard service rate as set forth in the applicable SOW.
    4. CONSULTING SERVICE. Darby TechForce provides consulting services for vendor evaluations, strategic planning services, and complex project planning and technology build outs. Such services are billed at the discounted service rate (unless specifically otherwise noted in the SOW).
  6. (E) COMPLIANCE ASSISTANCE SERVICES. The following Compliance Assistance Services are components that can be added to Client’s system to enhance Client’s system and provide additional functionality. Compliance Assistance Services are not included in the regular Service Charges for Darby TechForce but are available to Darby TechForce Contract Clients at a discounted rate.
    1. SECURE E-MAIL SERVICE. Darby TechForce provides You with an e-mail address and the ability to securely send protected information via an encrypted e-mail system.
    2. REGULATORY COMPLIANCE. For clients that are subject to HIPAA, HITECH, AND PCI compliance considerations, Darby TechForce has designed Darby TechForce PROTECH PLUS OR PROTECH COMPLETE AND HIPAA SHIELD to meet the standards required for compliance for IT systems, by providing the following:
      • Administrative and Physical Controls of Omnibus laws
      • And IT Controls
        • Managed Anti-Virus
        • Managed Anti-Malware
        • Managed operating system updates for Windows servers and workstations
        • Secure remote access
        • Internet browser patching and updates
        • Managed Firewall with UTM
        • Managed and Secure WiFi with segmented guest wireless
        • Secure e-mail via the Office 365 platform with CSP as part of Darby TechForce
        • On site disaster recovery backups
        • Off-site disaster recovery backups
        • Risk assessment of Darby TechForce Technologies
        • Risk assessment of Client Site

THIS SCOPE OF SERVICES IS DESIGNED WHEN PROPERLY UTILIZED BY CLIENT TO MEET MANY OF THE SAFEGUARDS SET FORTH IN THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA) AND THE FINAL REGULATIONS AS PUBLISHED IN THE “HIPAA OMNIBUS RULE” OF 2013. CLIENTS AGREE THAT THEY WILL UTILIZE THE TOOLS THAT ARE PROVIDED AS PART OF DARBY TECHFORCE, AND WILL NOT CIRCUMVENT THE SYSTEMS IN PLACE BY UTILIZING OTHER APPLICATIONS (E.G. – OTHER REMOTE ACCESS, CONSUMER E-MAIL, VPNS, ETC.). AS A “COVERED ENTITY” SUBJECT TO HIPAA, UTILIZING DARBY TECHFORCE DOES NOT PROVIDE OR ASSURE “HIPAA COMPLIANCE” OR HITECH COMPLIANCE. RATHER, THE SERVICES OFFERED (IT MANAGEMENT AND SUPPORT) ARE BEING PROVIDED TO HELP SUPPORT HIPAA COMPLIANCE AND “HITECH COMPLIANCE”. LIKEWISE, UTILIZING DARBY TECHFORCE DOES NOT PROVIDE OR ASSURE PCI-DSS COMPLIANCE. IT IS THE RESPONSIBILITY OF THE CLIENT TO DETERMINE THE INDIVIDUAL NEEDS AND ACTIONS REQUIRED FOR IT TO BECOME AND REMAIN COMPLIANT WITH ANY AND ALL REGULATORY OR OTHER RELEVANT REQUIREMENTS.

IMPORTANT NOTICE FOR DARBY TECHFORCE CLIENTS: The enhanced services required under HIPAA have been integrated into Darby TechForce Protech. As a Darby TechForce Contract Client, You are representing to Darby TechForce that You will be providing those items needed for compliance on Your own (including, but not limited to, firewall, Wi-Fi, BDR, managed updates, etc.).

INDEMNIFICATION: Client agrees to defend, indemnify and hold harmless Darby TechForce, its respective officers, directors, employees and agents, and its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against all liabilities, losses, costs, damages and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of any third party claim arising out of or relating to (a) any agreement between Darby TechForce and Client including the breach by Client of any provision thereof; (b) the use or misuse of the Service, including but not limited to a breach of confidentiality, data, or individually identifiable health information; or (c) personal injury, death, property damage, or tort from any cause, including but not limited to claims by Client’s employees, agents, tenants or invitees, resulting, in whole or in part from the negligence or willful misconduct of Client or its employees, agents, tenants or invitees.

  • 2.1.1 TERMS AND EXPECTATIONS WITH FILE LEVEL AND IMAGE LEVEL BACKUP SYSTEMS AND WITH BACKUP DISASTER RECOVERY SOLUTIONS. As a Darby TechForce Contract Client, You will be provided Darby TechForce managed backup solutions (Onsite & Cloud Based). These vary depending on the level of service selected and ordered by You and specified in the SOW and the location of the data. You should have an in-depth conversation with a system engineer to determine which package best suits Your needs.
  • 2.1.2 DARBY TECHFORCE WITH PROTECH CORE SERVICES. Flat file backup is supported ONLY on servers. An encrypted copy of Your information is kept on a local storage device and in a cloud storage system. Darby TechForce implements a program to run backups so that they are updated every night. In the event of server or data failure, Client will open a support ticket with Darby TechForce, which will attempt to restore the data on the existing server. If the server is not recoverable, the server will be repaired by the local IT provider, and a copy of the local backup will be provided to local IT provider. If the local backup cannot be restored, then the cloud based backup will be restored upon server repair. It is important to note that estimated downtime is based on the time from a server operating system being repaired such that Darby TechForce can begin to restore the client data. Expected data loss is whatever data was modified between the last backup (the night prior to failure) and the point of system crash.
  • 2.1.3 DARBY TECHFORCE WITH PROTECH+ SERVICES. Flat file backup is supported ONLY on servers. An encrypted copy of Your information is kept on a local storage device and in a cloud storage system. Darby TechForce implements a program to run backups so that they are updated every night. In the event of server failure, Client will open a support ticket with Darby TechForce, which will attempt to recover the existing server. If the server is not recoverable, the server will be repaired provided Server is under warranty, and a copy of the local backup will be restored (estimated downtime 24 hours-48 hours). If the local backup cannot be restored, then the cloud based backup will be restored upon server repair (at least 48 hours). It is important to note that estimated downtime is based on the time from a server operating system being repaired such that Darby TechForce can begin to restore the client data. Expected data loss is whatever data was modified between the last backup (the night prior to failure) and the point of system crash.
  • 2.1.4 DARBY TECHFORCE WITH PROTECH COMPLETE, RAPID RESTORE SOLUTION. Complete image level backup of server is supported with Rapid Restore. A local NAS will host image level backup and separate image level backup will be stored in Cloud Storage. Local NAS on-site will be updated not less than twice a day and Cloud Storage once a day. In the event of server failure, Client will open a support ticket with Darby TechForce, who will attempt to recover the existing server. If the server is not recoverable, the server will be repaired provided the Server is under warranty with the manufacturer and a copy of the local image backup will be restored (estimated downtime up to 4 hours). If the local image backup cannot be restored, then the cloud based backup will be restored upon server repair (estimated downtime up to 24 hours). It is important to note that estimated downtime is based on the time from a server operating system being repaired such that Darby TechForce can begin to restore the client data. Expected data loss is whatever data was modified between the last backup (the night prior to failure) and the point of system crash
  • 2.1.5 DARBY TECHFORCE WITH BACKUP DISASTER RECOVERY SOLUTION (BDR). Complete image backup and disaster recovery is supported with the BDR. A copy of the managed BDR server will be hosted on premises. BDR device and in a cloud storage system, updated every 1 hour. In the event of server failure, Client will open a support ticket with Darby TechForce, who will attempt to recover the existing server. If the server is not recoverable, the BDR solution will be brought online, and the Client can work as normal off of the BDR solution. Once the main server is repaired, the data will be migrated from the BDR to the main server. Estimated downtime is 240 minutes. Expected data loss is whatever data has been modified in the past hour since the last backup.

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