Who is Responsible for Developing a Cybersecurity Culture?
September 1, 2025
During the term of this Agreement, RP Tech will provide the services of “RoundTable Support Services” (the “Services” or “RTSS”) to the Company as described on and in accordance with the Exhibit(s) attached to this Agreement. The Parties hereby expressly agree that the terms, conditions, and covenants of the Exhibit(s) with respect to the provision of the Services are hereby incorporated into this Agreement.
As consideration for the proper provision of the Services to be provided by RP Tech and other obligations, the Company shall pay to RP Tech the amounts specified in the Exhibit(s) attached to this Agreement under the conditions specified therein. The Exhibit(s) is/are intended to be an estimate of the initial pricing, and the Company acknowledges that with applicable notice or at the Company’s request, quantities, products, and pricing may change due to manual or automatic reconciliation of quantities. The Company is also on notice that any reduction in services and/or products may cause discounts to be removed from other services and/or products.
RP Tech shall provide the Services to the Company commencing on either the Company’s signature date if a project was quoted or the month after the signature date for recurring support (or later if the recurring support needs additional time by RP Tech to prepare), and continuing on an annual basis. In the event that either party wishes to terminate this Agreement, the party wishing to terminate this Agreement agrees to provide 180 days’ prior notice (“notice period”) in writing, and no reductions in service or charges will be allowed during this notice period. If the service or charges have been reduced in the past 6 months, then the services and charges will increase to the highest of the last 6 months for the notice period. If the notice period covers a partial month, no prorating will be allowed. This agreement shall automatically renew for another one (1) year term, unless either party provides notice to the other of its intent to terminate this agreement not less than the notice period before the end of the then-current term. Under no conditions will this contract exceed 7 years unless by the written consent of both parties at any time during the final year of the contract. In the event this Agreement is terminated by the Company, all invoices will be due immediately, and RP Tech reserves the right to invoice for all future services required by this Agreement, which will also be due immediately. In the event that RP Tech discontinues or ceases operations, the Company will be required to pay ALL unpaid balances up to and inclusive of the date on which RP Tech ceases operations.
The Company, any partner, agent, or employee thereof, has no authority to enter into contracts that bind RP Tech or create obligations on the part of RP Tech without the prior written authorization of RP Tech.
The terms of this Agreement and any non-public, proprietary information disclosed by one Party to the other, or that is otherwise learned by a Party hereto about the other Party hereto (the Party to whom the information belongs or relates is the “Disclosing Party,” whether or not capitalized; the other Party is the “Receiving Party,” whether or not capitalized), including but not limited to information related to pricing, finances, marketing, business plans and models, employee data, intellectual property, customers, affiliates and technical matters, are referred to collectively herein as “Confidential Information,” regardless of whether such information is in written, oral, visual, electronic or other media and regardless of whether it has been marked or identified as confidential. Neither Party shall disclose or disseminate, or permit the disclosure or dissemination, of any of the other Party’s Confidential Information to anyone without the prior written consent of the other Party. In addition, the Parties hereby expressly acknowledge and agree that no Party shall use the other Party’s Confidential Information for any reason other than the performance of its respective express obligations under this Agreement. Each Party agrees to keep the other Party’s Confidential Information strictly confidential and to endeavor to prevent its unauthorized disclosure and use, and in so doing, to use no less than the degree of care it uses for its own confidential information with respect to the other Party’s Confidential Information. The receiving Party will restrict the knowledge of, possession, development or use of the other Party’s Confidential Information to only those of its employees, agents or subcontractors who need to know such information to render the Services, and will be liable for ensuring compliance with this Section of the Agreement by such Party’s employees, agents or subcontractors.
For the avoidance of doubt, nothing in the Agreement, express or implied, shall be construed as granting the other Party any legal or equitable right, title, or interest in the other Party’s Confidential Information. Upon either Party’s written request, the other Party shall promptly return or destroy (or in the case of electronic embodiments, permanently erase) all tangible material embodying Confidential Information (in any form, including without limitation, all summaries, copies, and excerpts of Confidential Information) in its possession or under its control.
The obligations regarding Confidential Information shall not apply to information:
(i) that the receiving Party can demonstrate, with clear and convincing evidence through its own business records, was already in the possession of the receiving Party and not learned as a direct or indirect consequence of this Agreement and further that such information is not subject to an existing obligation of confidence,
(ii) that is received from a third party without restriction and without breach of a duty of confidentiality,
(iii) that is developed by the receiving Party entirely independent of this Agreement and without reference to the other Party’s Confidential Information, as clearly and convincingly evidenced by the receiving Party’s records in its possession at the time of development, or
(iv) that the receiving Party is required to disclose pursuant to a valid order of a court or other governmental body or any political subdivision thereof, provided that the receiving Party shall give notice to the disclosing Party of such order and, if requested, shall cooperate with the disclosing Party in either resisting further disclosure or obtaining a protective order preventing disclosure of the information to anyone other than the entity issuing the order.
It is understood and agreed that RP Tech is an independent contractor and will not have any rights to any Company benefits, nor for any purposes be deemed or intended to be an employee of the Company. RP Tech agrees to make any payments or withholding required under federal income tax, social security, state unemployment, and any related statutes or regulations, and will maintain insurance to adequately protect against risks and claims arising out of RP Tech’s performance of Services.
It is further understood that RP Tech is not an agent of the Company and is not authorized to bind the Company with respect to any third party.
During the term of this Agreement and for three (3) years after its termination, the Company a) will not personally, or through others, recruit, refer, solicit or induce any current employee, current contractor, current customer, past known employee, past known contractor, and/or past known customer of RP Tech to terminate his, her or its employment or relationship, as applicable, with RP Tech, and b) will not hire, pay or engage, personally, or through others, any current employee, current contractor, past known employee, and/or past known contractor of RP Tech. The Company shall take all reasonable measures to prevent any such conduct by its agents or affiliates.
RP Tech does not warrant issues caused from before RP Tech initiating support, contrary to RP Tech’s advice, issues that occurred while RP Tech was still onboarding (at least 30 days), or actions taken by the Company without the knowledge of RP Tech. RP Tech will not be held responsible monetarily or legally for new or zero-day viruses, or other unforeseen breaches, data loss, or loss of productivity. The company agrees that RP Tech will not be liable for issues that could have been prevented if RP Tech’s recommendations had been followed. RP Tech’s recommendations include all quotes, emails, voice calls, and other communications where RP Tech advises the Company to perform actions, improve processes, and/or purchase additional equipment. Issues that could have been prevented include all issues where any of the causes of an issue may have reasonably been prevented by any recommendation. RP Tech does not provide a hardware warranty separately and apart from the hardware manufacturer’s warranty.
Any term of this Agreement may be amended or waived only with the written consent of the parties. Two exceptions are price and quantity for licensing, or services with licensing attached. Price may periodically increase due to RP Tech vendor price increases. Quantity may increase due to Company requirements. Other Agreement terms will be updated periodically, and an email will be sent to the billing contact(s) on file with the changed terms and/or a link to the changed terms. This email may come in the form of a quote, invoice, or other email correspondence. The Company agrees to the Agreement amendments unless notice of objection is provided by the Company to RP Tech within 15 days of the amendment notice.
This Agreement, including Exhibits and Addendums attached hereto, constitutes the sole agreement of the parties as of this date and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. This paragraph is intended to supersede any releases from other companies or individuals that may have signed a settlement agreement with RP Tech. From time to time, the Company may accept quotes or updated contracts, and where the quote’s language or the updated contract conflicts with this Agreement, the accepted quote or updated contract will control.
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 72 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.
The validity, interpretation, construction, and performance of this Agreement shall be governed by the courts and the laws of the State of New Jersey, without giving effect to the principles of conflict of laws. In light of the difficulties in estimating the damages for an early termination of this Agreement, the Company and RP Tech hereby agree that the payments, if any, to be received by RP Tech pursuant to this Agreement shall be received by RP Tech as liquidated damages. If RP Tech brings an Action to enforce their rights under this agreement, RP Tech may recover its expenses (including reasonable attorneys’ fees, to include the value of in-house counsel, and any attorney fees for collection actions, which includes prejudgment attorney fees and costs, and post judgment attorney fees and costs) incurred in connection with the Action and any appeal.
The Company must submit any requests for support via email, phone, or the RP Tech secure help desk portal.
Any support task requiring on-site support will be billed at a minimum of 2 hours. Outside of 60 miles from RP Tech’s Piscataway location, travel time to the site will be considered in the calculation of onsite time. This will not apply to issues when onsite support is provided as a dedicated service. Unless otherwise stated in the attached Exhibit(s), in the event that RP Tech is made aware that a Critical or High Severity issue requiring immediate onsite support is required outside the Service Level Agreement, RP Tech may dispatch technicians onsite. In this event, the Company may be billed at a rate of up to 1.5 times the contracted rate, with a minimum of 2 hours.
Unless otherwise stated in the attached Exhibit(s), in the event of a Critical or High Severity issue requiring immediate remote support and outside of normal business hours (non-holiday, M-F, 9 am-5 pm EDT), the Company may be billed at a rate of up to 1.5 times the contracted rate.
Unless stated in this contract or a separate contract, any remote support task will be billed in 15-minute increments.
The Company will be responsible for providing access to facilities should on-site support be required.
The Company will provide adequate workspace and means of entry for the RP Tech onsite resource.
It is the Company’s responsibility to inform RP Tech if a workstation, server, network, storage, or any other supported device is taken offline so that RP Tech can adjust the Company’s invoice accordingly. RP Tech will not remove agents of any type unless specifically told to do so by the Company, in writing, which can include an email to the help desk. The intent of this policy is to ensure that all supported systems are adequately protected, even if rarely used. RP Tech will bill for all supported devices, regardless of online status.
Unless otherwise stated, RP Tech will provide remote support per the Service Level Agreement (SLA), excluding the dates listed below:
All US federal holidays.
In the event that a US federal holiday falls on a Saturday or Sunday, RP Tech will observe the next business day as a holiday.
All federal and state declarations of emergency impacting either the Company or RP Tech.
The Friday following Thanksgiving.
December 24th and December 31st.
RP Tech will provide onsite support no later than the next business day (excluding dates above, declared emergencies, or inclement weather) within 60 miles, if the severity is Critical or High, per the SLA. For other severities and for support outside of 60 miles, RP Tech will make its best effort to provide support as soon as possible.
In situations where RP Tech cannot provide a satisfactory resolution to the Customer’s critical problem through normal support methods, RP Tech may engage its project management team to create a customized solution to the issue. This category of solutions is designed to address a specific Customer situation and may not be distributed outside the Customer organization without written consent from RP Tech.
RP Tech will install (or make use of existing) software in the customer’s environment, which is required for support. At a minimum, each supported machine or network component (where applicable) will include a remote monitoring agent and security software. RP Tech reserves the right to change the software as RP Tech sees fit. Overall pricing may vary based on changes to agents and/or software installed, and pricing for each agent and/or software may increase during the term of the contract.
RP Tech will perform some routine system maintenance tasks on servers within the client environment. The effort required for these tasks will be billed to prepaid Flex Hours (unless an MSP client) and may result in additional charges, specifically, but not limited to, in cases where this effort exceeds the number of prepaid hours in a given month.
RP Tech shall proactively and without notice, access customer systems for the purpose of Maintenance, Support, or Discovery.
SLAs will not apply when inclement weather, or local, state, or national emergencies impede the ability of RP Tech personnel to travel.
RP Tech will work with your other key vendors to resolve problems in a heterogeneous environment. When problems reported on 3rd party products involve interactions with multiple vendors’ products and the Customer has a support agreement with that vendor, RP Tech will liaise with all parties and collaborate to provide a solution.
RP Tech will remotely monitor, manage, and support all desktop-related issues (PCs or Macs) for a fixed price per device. Pricing will vary based on when support will be made available. Any onsite work or project work required would be billed separately after client approval.
User consultation regarding workstation-related issues, including system access, connectivity, and performance.
Resolution of workstation-generated alerts.
Issues involving peripherals (printers/scanners).
Installation of and configuration of software on the workstation.
Liaison with 3rd party vendors regarding issues related to their software installed on the workstation, excluding direct support of 3rd party applications and software.
Return of hardware purchased through RP Tech.
Patching for workstations.
ISP performance and connectivity issues.
Desktop performance Issues.
Mobile and MFA-related issues.
VoIP phone configuration is an RP Tech system, but excluding new system setups (s).
Mapping drives from servers to workstations.
Server, Storage, Network, Backup, and Cloud-related issues, including system access, connectivity, and performance.
Any effort involving onsite support, which is billed using pre-purchased blocks of hours.
Major upgrades to software (site-wide).
Major upgrades to OS (site-wide).
Software, web, or application development.
Hardware setup and office moves.
Any support for workstations past their end of life, containing defective components, or set up in a configuration that is outside the scope of the intended use, or not generally regarded as “Best Practices.”
Hardware repair.
Efforts that require the collaboration of a project manager.
Strategy and process changes.
Projects or efforts that require a level of organization and collaboration beyond reactive incident management.
Any support for workstations past their end of life, containing defective components, or set up in a configuration that is outside the scope of the intended use, or not generally regarded as “Best Practices.”
Remote Workstation setup and configuration. Note that all onsite support is billed as an additional cost.
Third-party issues requiring paid support.
RP Tech will remotely monitor, manage, and support server, storage, backup, or network devices. Devices supported include physical/virtual onsite/cloud servers and virtual machines, routers, firewalls, Site to Site VPNs, switches, ISP, storage devices, load balancers, and wireless access points. Pricing varies depending on when support will be made available. Any onsite work or project work required would be billed separately after client approval.
Management and monitoring of server, VM, network, backup, and security alerts. Resolution of issues resulting from these alerts is specifically not implied or guaranteed.
System administration of Windows Server environments.
Configuration and installation of Internal and External Security Monitoring, if SOC/SIEM.
Real-time and quarterly reporting of the entire IT infrastructure.
Server, firewall, switches, patching, configuration, and monitoring.
User creation, modification, and deletion.
ISP connectivity-related issues.
Periodic tasks are associated with the backup of emails, files, servers, and VMs. Resolution of backup issues is specifically not implied nor guaranteed.
Configuration issues related to virtual environments.
Mail deliverability issues.
Installation and configuration of server software.
Creation and configuration of new Virtual Machines on preexisting server hardware.
Creation and configuration of domain accounts
Creation and configuration of Microsoft email accounts, if part of the RP Tech tenant.
Creation and configuration of new Virtual Machines not on new server hardware.
Any effort involving onsite support, which is billed using pre-purchased blocks of hours.
Infrastructure additions and upgrades (addition or decommission of physical infrastructure) are billed using pre-purchased blocks of hours.
User-originated issues involving permissions, performance, mapped drives, email connectivity, printing, wireless access, Internet connectivity on workstations and mobile devices.
Return of hardware purchased through RP Tech.
Multi-site migrations, hardware setup, and office moves.
Any support for network components or servers past their end of life, containing defective components, or set up in a configuration that is outside the scope of the intended use, or not generally considered as “Best Practice.”
Hardware repair.
Efforts that require the collaboration of a project manager.
Strategy and process changes.
Projects or efforts that require a level of organization and collaboration beyond reactive incident management, such as:
Office 365 migrations.
Server/VM operating system upgrades.
Firewall replacements.
Network topology.
Server/VM application and/or database installation and configuration.
Third-party issues requiring paid support.
Strategic and CTO duties.
Flex Hours may be used for any IT-related service provided by RP Tech. These services include, but are not limited to, remote and onsite support for user workstations, peripherals, servers, storage, network devices, projects, software/web/application/mobile/database development, application support, network cabling, audio visual installations, system maintenance, and office moves. Time is billed in 15-minute increments, and any onsite support is billed for a minimum of 2 hours. Travel time to and from the client location is not billed within 50 miles. Pricing for Flex Hours varies based on the number of hours purchased. Flex Hours, as defined in Table A, can only be used for the designated month, unless specified in Table A.
Services (as identified by the most recent invoice) may not be reduced during the term of the contract unless agreed to in writing by RP Tech.
Payments not received by the stated due date, or if not stated, within 30 days, shall be subject to a late charge of 18% per year of the outstanding balance and an additional $50 for each week the full amount is not paid.
Unless explicitly stated in this Agreement, all charges listed are monthly and will be paid within 7 days of invoice receipt.
All charges that are not recurring are due within 30 days of receipt, unless stated otherwise in this contract or the invoice.
Hardware costs must be paid in advance, and hardware will not be ordered until payment is received.
Payment for recurring charges and ongoing licensing fees related to project–based work must be made prior to, or as services are provisioned.
The Company agrees to remit payment by check, ACH, or wire transfer, which must be received by RP Tech on or before the 1st of each upcoming month for Cloud and support charges. Labor and efforts beyond prepaid support packages and/or projects for the same month will be billed separately and must be paid 30 calendar days from receipt of the invoice.
RP Tech may install software or make use of 3rd party licensing for the performance of IT functions under this Agreement. This software must be removed, deactivated, or have the license/license key removed if the Company ceases to be a client of RP Tech or if RP Tech has not received payment by the Company in the timelines specified in this Agreement.
Any software or licensing provided by RP Tech, whether paid for by the client, provided as a part of a bundled package, or provided free of charge, must be removed, deactivated, or have the license/license key removed if the Company ceases to be a client of RP Tech. The Company is liable for 200% of the current (at the time of the dispute) price of any software if the Company ceases to be a client of RP Tech and does not remove the software or license.
Software, licensing, and applications provided by RP Tech include, but are not limited to, suites by VMware, Veeam, ConnectWise, Bitdefender, Microsoft, Nodeping, and Adobe.
Any VMware licenses, to include, but not limited to, vSphere and vCenter, may be provided as a courtesy to the Company and are the property of RP Tech. A Company that purchases a minimum of 50 hours per month or a qualifying Managed Support Package may receive complimentary licenses for as long as the Company remains a client of RP Tech with a qualifying plan. A Company that has not purchased one of the plans noted above, but still utilizes RP Tech support, will be billed at a rate of $360.00/host/month for vSphere licenses and $200.00/month for vCenter licensing, unless noted in the Exhibit(s). This amount will increase by the Consumer Price Index for every year following the signature date of this contract or the market rate of these licenses, whichever is higher.
If RP Tech pre-pays for a license that is utilized by Company and Company cancels this contract before the license’s term expires, the Company agrees to pay RP Tech for the balance of the unused license. The license can then be utilized by the Company for the remainder of the license’s term. As an example, if RP Tech or the Company utilizes a one-year license and the Company cancels the contract with 7 months remaining on the license, the Company would be liable to RP Tech for 7 months, but the Company would be able to use that license for the remaining 7 months.
Any license that has been approved in a quote or via email has a minimum commitment of three years and automatically renews for one-year increments thereafter, while the Company is an active client of RP Tech. “Active client” is defined as RP Tech billing the client on a regular schedule, such as monthly, for IT support and/or licensing. This contract provision does not reduce the requirement of a Company to pay RP Tech for the balance of an unused license if the license’s term is over 1 year. For example, if a Company approves a quote with licensing that has a term for a year or less, and terminates the contract 20 months later, the Company would owe RP Tech for 4 additional months.
Fees for additional licenses, users, and devices will be prorated, if allowed by applicable vendors, at the sole discretion of RP Tech.
If prorating is not allowed by the applicable vendor, fees for additional licenses will not be billed if added in the last 5 business days of the month.
If prorating is not allowed by the applicable vendor, fees for additional licenses will be billed at the full monthly rate if added before the last 5 business days of the month.
Any disputes regarding billing must be presented in writing within 7 business days of receipt.
With the exception of statements that already exist in the public record, Company, through any employees, contractors, officers, or any other representative, shall not make any oral or written statement about RP Tech which is intended or reasonably likely to disparage RP Tech, or otherwise degrade RP Tech’s reputation in the business community. For purposes of this paragraph, a disparaging statement or representation is any communication that, if made to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or service quality of the person or entity to whom the communication relates. A violation of this paragraph shall be a material violation of this Agreement and will subject Contractor to the greater of liquidated damages in the amount of $50,000 or any judgment entered by a court of law in regards to damages related to a violation of this paragraph.
In the event that any charges are not received on or before the 5th calendar day after the due date, RP Tech reserves the right to suspend service and will not be held liable for any damages that occur due to RP Tech’s suspension of services.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
Each person executing this Agreement represents and warrants that they are fully authorized to bind the Party on whose behalf s/he are executing it to the terms herein.
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