14 - Presentation on Replacement of an antiquated telephone system and network system

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CLARO ENTERPRISE SOLUTIONS, LLC MANAGED PERIMETER SECURITY SERVICE ANNEX SPECIFIC TERMS AND CONDITIONS OF THE MANAGED PERIMETER SECURITY SERVICE I.Q. Desai tion of Service Managed Perimeter Security Service comprises the following: Provisioning,. Pursuant to CUSTOMER acceptance and agreement of the terms set out in this Agreement, CLARO ENTERPRISE SOLUTIONS will begin to provision the delivery of the Next Generation Firewall ("NGFW") specified in an Order Form. The NGFW may only be stored and used at the site(s) where CLARO ENTERPRISE SOLUTIONS is providing certified equipment. Installation and Confi uration. CLARO ENTERPRISE SOLUTIONS shall be responsible for initial configuration. CUSTOMER may request physical installation by CLARO ENTERPRISE SOLUTIONS of the appliance housing the NGFW in which case, CLARO ENTERPRISE SOLUTIONS shall be responsible for installing, racking and energizing the NGFW and preparing the NGFW to be configured. CUSTOMER may opt out of the physical installation services. The physical Installation of the appliance housing the NGFW is covered by other CLARO ENTERPRISE SOLUTIONS services (i.e. annexes covering SD -WAN services.) CLARO ENTERPRISE SOLUTIONS configuration services for NGFW typically require all locations to share one consistent configuration, unless otherwise specified on the CLARO ENTERPRISE SOLUTIONS technical proposal and Order Form, with only small variances needed for IP addresses, routing, interfaces, etc., that apply to that unique CUSTOMER location. CLARO ENTERPRISE SOLUTIONS agrees to work with CUSTOMER in good faith to develop a CUSTOMER -standard Firewall configuration, and then configure each NGFW with this standard configuration plus necessary modifications. If specified in the purchase order, CLARO ENTERPRISE SOLUTIONS will perform this configuration remotely as well as the monitoring and management of each NGFW using CUSTOMER -standard Firewall configuration worked as part of this process with unique location values, unless otherwise specified in the technical proposal. Monitorinq and Mana ement Service "MMS CLARO ENTERPRISE SOLUTIONS shall only be responsible for monitoring and management services of the NGFW to the extent such monitoring and management is agreed by the Parties and specified in an Order Form. 2.0. Minimum Period Service is effective as of the Service Commencement Date (as defined in the General Terms and Conditions of the Agreement) for a term of thirty- six (36) months ("Initial Period"), and thereafter shall automatically be renewed for successive periods of twelve (12) months ("Renewal Period"), provided, however, that CUSTOMER may terminate the Service at the end of the Initial Period of any Renewal Period upon providing forty-five (45) days' prior written notice to CLARO ENTERPRISE SOLUTIONS without accruing any penalty or termination fees.. Any requests by CUSTOMER for Service disconnection shall be made pursuant to Section 10 of this Service Annex. If CUSTOMER chooses to cancel the Service before the end of the then - current term for its convenience at any time after Order Acceptance then, in lieu of those set forth in Section 8.3 of the General Terms and Conditions, the following disconnection fees will apply: (a) if CUSTOMER terminates during the first twelve (12) months of the thirty-six (36) month Initial Period, CLARO ENTERPRISE SOLUTIONS will bill and CUSTOMER agrees to pay (100%) of the remainder of that first twelve (12) months, or (b) if CUSTOMER terminates during months thirteen (13) through twenty four (24) of the Initial Period, CLARO ENTERPRISE SOLUTIONS will bill and CUSTOMER agrees to pay fifty perent (50%) of the remainder of that twelve (12) month period, or (c) if CUSTOMER terminates during months twenty five (25) through thirty six (36) of the Initial Period, CLARO ENTERPRISE SOLUTIONS will bill CUSTOMER agrees to pay fifty percent (50%) of the remainder of that twelve (12) month period; or (c) if CUSTOMER terminates during any Renewal Period, CLARO ENTERPRISE SOLUTIONS will bill and CUSTOMER agrees to pay (100%) of the remainder of such Renewal Period. 3.0. RFS Date,• Order Chan es orior to RFS Date• 3.1. CUSTOMER shall place orders using the CLARO ENTERPRISE SOLUTIONS order process and prescribed Order Forms. 3.2. Requested Service Date(s) recorded on the Order Form doles) not serve to establish the Ready For Service date ("RFS Date"), rather CUSTOMER and CLARO ENTERPRISE SOLUTIONS will mutually agree upon a RFS Date for each service and location following Order Acceptance. The RFS date will be the date the NGFW is installed at the CUSTOMER location. If CUSTOMER is solely responsible for a delay in a RFS Date, CUSTOMER will be liable to CLARO ENTERPRISE SOLUTIONS. for any additional costs incurred by CLARO ENTERPRISE SOLUTIONS and CLARO ENTERPRISE SOLUTIONS will amend the RFS Date to account for CUSTOMER -caused delay. If third parties or an event of force majeure are solely responsible for a delay in a RFS Date, or if CUSTOMER, CLARO ENTERPRISE SOLUTIONS and/or third parties are jointly responsible for a delay in a RFS Date, the project managers for CLARO ENTERPRISE SOLUTIONS and CUSTOMER will amend the RFS Date to a new, jointly agreed date. Prior to the mutually agreed RFS Date for a Service site address, CUSTOMER may, upon prompt written notice to CLARO ENTERPRISE SOLUTIONS, postpone the scheduled RFS Date for that location. If CUSTOMER postpones any RFS Date for more than fifteen (15) days beyond the original RFS Date, then the sixteenth (16th) day following the original RFS Date shall be deemed the Service Commencement Date and CLARO ENTERPRISE SOLUTIONS shall commence billing for the Service. 3.3. CLARO ENTERPRISE SOLUTIONS and CUSTOMER shall mutually develop a Managed Perimeter Security Technical Proposal ('Technical Proposal") that will include all Service details and specifications regarding v.10-22 CLARO ENTERPRISE SOLUTIONS, LLC PROPRIETARY Page 2of5