Managed Anti-Virus / Anti-Malware Agreement

In the event of a conflict in the provisions of any attachment hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern.

1. Summary.  This Statement of Work (“SOW”) document describes WavesCo's Managed Security Services (“Services”). 
2. Definitions.  In addition to the defined terms used in the applicable Order Form and WavesCo's Services Agreement, the following definitions shall apply to the services “Consultant” means WavesCo's technical resource assigned to the Services.
3. Services.  McAfee Total Protection for Small Business software (the “Anti-Malware Service”) delivers comprehensive real-time intelligent protection for desktops and servers.  The Anti-Malware Service employs a single, hosted software solution that is engineered to help protect against virus, spyware, phishing attacks and identity thefts.

Schedule, Fees, Customer Purchase Order, Travel, Exclusions. 

1. Schedule and Fees. Client agrees to pay WavesCo for Services in accordance with the schedule contained in the Order Form attached hereto and executed by both Client and WavesCo.
2. Minimum Subscription Term: Month-to-Month
3. Cancellations: Client may cancel Anti-Malware Service at any time by providing written notice to WavesCo.  WavesCo will not provide refunds for partial month service.
4. Early Termination Fee: None
5. Software Delivery: Software for the service shall be distributed through electronic downloads only; Client must click the download link provided by WavesCo.
6. Technical Support: Technical support for Managed Security Services is available at (800) 750-4880 or by visiting http://support.wavesco.com.
7. Configuration Changes / Charges: The Managed Security Services comes with three (3) configuration changes during each year of service, measured from the Billing Start Date.  Configuration changes in excess of the standard amount will be charged as follows:
   
   
   

   Type of configuration change	Targeted Response Times	Fee per change request
   High Priority	1 hour reponse time; 4 hours to complete the change	$105
   Standard Priority	4 hour reponse time; 1 business day (24 hours) to complete the change	$85

8. Invoicing.  Client shall pay the amounts agreed herein upon receipt of invoices which shall be sent by WavesCo, and Client shall pay the amount of such invoices to WavesCo. All charges not paid when due shall bear interest at the rate of 1.5% per month. In addition, The customer shall pay WavesCo its costs and reasonable attorney's fees, which it incurs, in collecting past due charges.
9. Travel. The fees do not include any travel expenses except for the site visit to the Client. Should additional travel be required and agreed upon by the parties, Client will reimburse WavesCo for any services related travel expenses incurred by WavesCo.  All WavesCo staff will follow the WavesCo travel and expense policy.
10. Confidential Information.  Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any nonparty to the Agreement, any confidential information of Such Other Party.  Confidential information is information which relates to Such Other Party's research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by nonparties of ordinary skill in computer design and programming. WavesCo hereby acknowledges that during the performance of this contract, WavesCo may learn or receive confidential Client information and therefore WavesCo hereby confirms that all such information relating to the Client's business will be kept confidential by WavesCo, except to the extent that such information is required to be divulged to WavesCo's clerical or support staff or associates in order to enable WavesCo to perform WavesCo's contract obligations.
11. Disputes.  Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said association under its rules and procedures in effect at the time of the submission and the parties hereby agree to share equally in the costs of said arbitration. The final arbitration decision shall be enforceable through the courts of the state of WavesCo's address or any other state in which the Client resides or may be located.  In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this Section 6 were not a part hereof.
12. Taxes.  Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its performance, including but not limited to sales or use taxes, shall be paid by the Client. WavesCo shall be responsible for any taxes or penalties assessed by reason of any claims that WavesCo is an employee of Client, and Client and WavesCo specifically agree that WavesCo is not an employee of Client.

Limited Warranty

1. Liability.  WavesCo warrants to Client that the material, analysis, data, programs and services to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel.  Special requirements for format or standards to be followed shall be attached as an additional Exhibit and executed by both Client and WavesCo.  WavesCo makes no other warranties, whether written, oral or implied, including without limitation warranty of fitness for purpose of merchantability.  In no event shall WavesCo be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to WavesCo in advance or could have been reasonably foreseen by WavesCo, and in the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to Client shall be limited to One Hundred dollars ($100.00) as liquidated damages and not as a penalty.
2. Complete Agreement.  This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein.  No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of WavesCo by any of its employees or agents, or contained in any sales materials or brochures shall be deemed to bind the parties hereto with respect to the subject matter hereof.  Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.
3. Applicable Law.  WavesCo shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made inwithin this agreement  This Agreement shall be construed in accordance with the laws of the State indicated by WavesCo's address.
4. Scope of Agreement.  If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.
5. Notices.  Notices to WavesCo should be sent to:
   
   Waves Corporation
   207 Fieldhurst Court
   Saint Charles, MO  63304-3500
   Phone: (800) 750-4880 / Fax: (314) 480-7163
   Website: http://www.wavesco.com
6. Assignment.  This agreement may not be assigned by either party without prior written consent of the other party.  Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.