Subscription Services

Managed Services Schedule

Managed Services; Add-On Managed Services

Hyland will provide to Customer Managed Services during an initial term that shall begin on the Subscription Start Date and continue through the Subscription End Date (the “Initial Term”), as set forth on the Order Form within which this Managed Services Schedule is incorporated (the “Order Form”). As used herein, “Managed Services” shall mean the services described under the heading in the service level offering table below (Operate, Enhance or Expand) that corresponds to the service level selected by Customer and set forth on the Order Form. Descriptions of the services included within each service level offering are provided in Appendix 1 and are provided as follows:

• The Managed Services shall be specific to Customer’s existing Software solution(s);
• Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
• All services will be performed remotely;
• Services will be provided in English only;
• Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
• Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Please reference the Order Form for a description of the service level offering selected for purchase.

Managed Services are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Managed Services, as well as the proposed cost and timeline to deliver such services:

1. Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services;
2. Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
3. Reference to business day equates to standard workweek of Monday through Friday;
4. Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
5. Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support. General Software related questions, such as requests for downloads, documentation, or to report issues, will be subject to follow standard technical support.

Exclusions

The following items are not covered under Managed Services:

1. Consultation, expertise and/or support of third-party software or hardware;
2. Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
3. Replacement for general Technical Support or Global Cloud Services Support;
4. Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
5. Direct database modifications;
6. Full project lifecycle management; and
7. Full project delivery utilizing Hyland’s formal project methodology in any form.

1. Week one (1) of service:
   1. Hyland will provide a Service Delivery Manager to conduct an initial kickoff with Customer to review the selected Managed Services;
   2. Hyland and Customer will review guidelines and complete the Managed Services Runbook as part of service activation. These activities include:
      1. Review the roles and responsibilities of Customer and Hyland;
      2. Review with Customer Managed Services engagement practices;
      3. Identify responsible Customer personnel, including who is authorized to request and/or approve changes, and utilize services described herein;
2. Weeks two (2) to four (4) of service:
   1. Review Change and Release practices;
   2. Review access and security policies, and/or other Customer considerations;
   3. Review how to contact Hyland for assistance and escalation processes;
   4. Review requirements for connection to Customer’s Software solution by Hyland;
   5. Review standard notification procedures;
   6. Review Customer’s current environment and solution configuration to gain understanding of existing Software solution;
   7. Introduce Customer to, and begin constructing the Runbook and Solution Design Documentation (SDD);
   8. Hyland and Customer continue building Runbook and SDD for purposes of storing in the Configuration Management Database (CMDB);
   9. Initial draft of Runbook and SDD should be complete by end of week four (4);
   10. If Enhance or Expand, Hyland works with the customer to schedule and plan for a Strategic Workshop;
3. Weeks five (5) to six (6) of service:
   1. Complete the Runbook, SDD and CMDB;
   2. Hyland will also provide customer access to a Hyland provided and maintained Configuration Management Database (CMDB) platform.
4. Weeks seven (7) to eight (8) of service:
   1. Full-service activation begins.

1. Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
2. Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
3. Customer personnel contacting the Service Desk must be authorized to do so as identified by the Service Delivery Manager upon Service Initiation in the Runbook;
4. The Service Desk will not respond to requests from non-authorized personnel; and
5. Customer personnel authorized to contact the Service Desk must be qualified to interact on a technical basis at a level required to support the existing Hyland solution (see Customer Obligations).
6. Resolution for Service Requests and Change Requests are as follows:
   1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
      1. Hyland and Customer will mutually agree when functionality is materially restored, or a recommendation is made to the Customer to remediate the Service Request;
   2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, must be requested and scheduled 72 hours in advance;
7. Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, Hyland will close the case.

1. Hyland will review all submitted Elective Change Requests from a Customer;
   1. Hyland will provide a response to all submitted Elective Change Requests limited to the following:
   2. Suggested module usage to satisfy a business requirement or use case
   3. Training in module configuration to qualified individuals (such as a designated System Administrator)
   4. Suggested software configuration to satisfy a business requirement or use case
2. General consulting in relation to business requirements or use cases
3. Hyland will not perform configuration tasks, testing or migration to production of Elective Service Changes for the Customer at the Operate service level;
4. Hyland will not perform end-user training;
5. Requests for additional Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

1. Customer will receive an account balance of up to fifty (50) Elective Service Change Requests per twelve (12) month period, to be managed in the following manner:
   1. All Elective Service Change Requests will be charged a minimum of one (1) change per request;
   2. Unused Elective Service Change Requests will not be rolled over into any subsequent period or renewal term;
   3. Hyland will evaluate all Elective Service Change Requests to determine work effort associate to the request;
      1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
      2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
   4. In a single month, Customer may submit Elective Service Change Requests that total no more than twenty (25) percent of the total annual Elective Service Change Requests allotment;
   5. Elective Service Change Requests are scheduled services subject to mutually agreed upon timelines;
   6. Hyland will prioritize all Elective Service Change Requests received from the Customer and will determine the order of changes to be scheduled and completed;
   7. Hyland will provide a monthly report of Elective Service Change information that will include the following information:
      1. Opening balance
      2. Credits
      3. Debits
      4. Remaining balance
2. Hyland will make reasonable efforts to respond to Emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
3. Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Elective Service Change Requests. Hyland reserves the right to close Elective Service Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
4. Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users; and
5. Requests for additional Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

1. Enforcement of SLOs will begin in the third (3rd) month following full-service activation, as described in the Section above entitled “Service Initiation and Sample Timeline.”
2. Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
3. Customer acknowledges and agrees that Service Level Credits shall not be deemed to be payment for any damages or loss rather shall be used as credits to offset fees due to Hyland; provided, however, that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level;
4. Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
5. Customer may, at its sole discretion, decline recovery of Service Level Credits on a case-by-case basis, but Service Level Credits may not be combined with any potential future Service Level Credits;
6. Service Level Credits cannot be carried forward into renewal terms;
7. Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
8. Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
9. Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
   1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services.
   2. Any event outside of Hyland’s control, including but not limited to the following events:
      1. Emergency maintenance activities approved by Customer;
      2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
      3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors;
      4. Other activities the Customer directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against or failure of third parties, and other force majeure items; and
      5. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

1. Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
2. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
3. The sponsor/resource will manage all customer obligations as defined within this Services Proposal; and
4. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
5. Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment, typically the designated Software administrator/owner;
6. Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
7. Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
8. Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
9. Customer personnel contacting the Service Desk must be authorized to do so as defined in Services Initiation by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution;
10. Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software; and
11. Customer must respond to the Hyland Service Desk in a reasonable timely manner for the purposes of resolving an open case. If after two (2) attempts by Hyland to contact and coordinate with Customer, and the Customer is non-responsive to such attempts, Hyland will close the case accordingly.

1. Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer's environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
2. Customer is responsible for providing proper credentials for Hyland to access the Software solution;
3. Customer will ensure the necessary remote access for Hyland resources;
4. Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
5. Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
6. Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.