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Transition Process <br />Transition Fee of: $0 <br />All Covered will provide transition support services upon Client's execution of this Schedule of <br />Services, as Client's environment is documented, monitoring systems are deployed and Client <br />specific support procedures are put in the place, and said services shall be subject to the <br />Terms and Conditions of Service set forth below. <br />The transition process includes the following: <br />Presentation of All Covered support procedures including Client Portal training <br />Preparation of Configuration Management Database (CMDB) <br />o Gaining access to the environment. <br />o Network, computer and device inventory. <br />o Agreement and expectations around escalation paths and processes. <br />o Documenting support windows. <br />o Establishing and programming of remote monitoring thresholds. <br />Infrastructure inspection <br />o Information technology assets. <br />o Network Security. <br />Set-up <br />o Email spam control and antivirus as required. <br />o Installation of any backup devices and remote monitoring agents. <br />TERMS AND CONDITIONS OF SERVICE <br />1. Term and Termination: (a) The initial term of this Schedule of Services ("Schedule") shall commence on the Effective Date and <br />terminate after one (1) year ("Initial Term"). This Schedule shall automatically renew for successive terms of one (1) year (each a <br />"Renewal Term") unless either party gives notice of its intent not to renew at least thirty (30) days prior to the expiration of the then - <br />current term. (b) If the Schedule is terminated prior to the end of the Initial Term, or any Renewal Term, due to Client's non- <br />payment of fees or cancellation of services for any reason other than for cause, Client agrees to pay a lump sum termination fee <br />equal to the monthly fee multiplied by the number of months remaining for the term. (c) Either party may terminate this Schedule <br />for cause if the other party fails to cure a material breach of any obligation set forth herein within thirty (30) days of written notice of <br />such breach. Termination is not an exclusive remedy and the exercise by either party of such remedy shall be without prejudice to <br />any other available legal or equitable remedies. Sections 3(b) (Warranty Disclaimer), 4 (Liquidated Damages), 5 (Limitation of <br />Liability), 6 (Confidential and Proprietary Information) and 7-13 (general terms) shall survive any expiration or termination of this <br />Schedule. <br />(v6.10.2022) <br />Page 8 <br />