Version 2025, Last Updated 02-2025

SCOPE OF WORK

As selected, Laughing Rock Technology, LLC (the “Company/LRT”) agrees to provide the Client/Customer with the necessary support and replacement parts as defined in the Client attached. Services provided by the Company are offered to maintain the Client’s technology systems in good working order for the period specified herein.

DURATION

This Agreement shall be effective on the first (1st) day of the month following either the full system installation by Company (if new system was purchased) or signing date of this Agreement (the “Effective Date”), and shall continue for a term as reflected within your “CONTRACT CLIENT SUPPORT ENGAGEMENT FORM” from the Effective Date. The Agreement will automatically renew on a three-year (36 months) basis thereafter, subject to changes in Company.  This Agreement may be terminated by the Client by submitting a request in writing to the Company within ninety (90) of the renewal date or if the Company:

  1. Fails to fulfill in any material respect its obligations under this IT Services/Telecom Agreement and does not cure such failure within ninety (90) days of receipt of such written
  2. Breaches any material term or condition of this IT Services/Telecom Agreement and fails to remedy such breach within ninety (90) days of receipt of such written
  3. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee

Upon termination of this Agreement, Company will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Company the actual costs of rendering such assistance. Actual costs could include but are not limited to: Training, data transfer, license transfers or hardware de-installation.

In the event that Client terminates a termed support contract prior to the contract end date (early termination), with no identified breach, the balance of the contract will be due to LRT in order to successfully complete the contract as per our standard terms of service.

PAYMENT

Client will be responsible for paying (2) two monthly payments for all services at the Date of Sale in order to activate the Agreement; (1) one monthly payment will be applied to the first full month of service(s) and (1) one monthly payment will be held as a security deposit. The security deposit will be refunded at the time of Agreement termination as long as Client has fulfilled all payment obligations.

If new or existing hardware/software/cloud services are being provided by the Company, subsequent payments will be due upon invoice receipt as per agreed upon NET terms. All hardware\software\cloud services provided by The Company but NOT INCLUDED in an active agreement must be paid for in-full prior to delivery.

Those Clients wishing to lease technology hardware shall have the first lease payment allocated to the Agreement contract. Automatic monthly account debiting (ACH) from Client

It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services. Services may be suspended if payment is not received within 10 days following date due. Any late payment(s) will be subject to an 18% finance charge.

Client’s failure to fully pay any fees and taxes within 30 days after the applicable due date is a material breach of this Agreement, justifying Company in suspending its performance and terminating this Agreement. If Company terminates for Client’s material breach, Client must still pay past due fees plus interest. Client is responsible for any costs Company incurs in enforcing collection, including:  Reasonable attorneys’ fees, court costs and collection agency fees. If Client reinstates services, Client must pay any fees associated with reinstating services.

It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this IT Services/Telecom Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Company for the state of use. All standard scheduled maintenance visits, service requests and warranty claims requiring Company’s onsite presence will be subject to Company’s SOC charges and parking/toll reimbursement

COMPANY’S OBLIGATIONS

SERVICE, SUPPORT AND ESCALATIONS

The Company will remotely troubleshoot and/or dispatch a technician upon the Client opening a trouble ticket by contacting the Company office at 610-678-1978 or via email at support@laughingrock.com.  It is strongly suggested by the Company for the Client to report all Major System Failures via telephone and obtain a service order number from Company Agent for tracking purposes. The Company will respond according to the following service requests:

  1. IT Systems (computers, servers and network): within two (4) hours of the Client’s request for major system failures and four (8) hours for minor system failures during normal business hours.
  2. All Other Technology Systems (telephones, business equipment, security, ) will be addressed during normal business hours (Monday – Friday 8AM to 5PM EST) as follows:
  1. Major System Failures: will be addressed by the Company within four (4) business hours of the Client’s request, during normal business Major system failures shall be defined by one or more of the following: 1) failure of at least fifty percent (50%) of station and/or trunk ports, 2) a failure of a mission-critical server, 3) a failure of a technology component/application that the Client is dependent on for conducting mission critical business operations.
  2. Minor System Failures: will be addressed by the Company within twenty-four (24) business hours of the Client’s request during normal business

In the event of a discrepancy as to which priority of support is required, the Company will make the ultimate determination. All system failures for extended warranty only agreements will be within eight (8) business hours and non-system failures within eight to sixteen (8-16) business hours.

  1. Moves, ‘Adds’ and Changes (MACS): are covered based on the specified terms within your individual agreement.

The company’s normal business hours shall be defined as Monday through Friday 8:00 AM to 5:00 PM, EST (excluding holidays). The Client may contact the Company’s office each calendar year after January 15th if they wish to obtain a copy of Company holidays.

Emergency service is available after normal business hours, weekends and holidays by contacting the Company office at 610-678-1978 and following the automated prompts.

Emergency service for technology systems shall be billed as follows: at the Company’s non-discounted after-hours billing rates (time and half from 5PM to 9PM Monday through Friday, double-time outside of 8:00AM to 9:00 PM Monday through Friday; all Company Holidays will be billed at triple-time. IT Systems support will only be subjected to overtime on Company’s holidays.

For all contracted agreements, the following minimum charges will apply:

  • During standard business hours, all onsite visits will have a (1) one-hour minimum charge
  • Remote support will have a (15) Fifteen minute minimum
  • Outside of standard business hours, all onsite visits will have a (2) two-hour minimum charge and remote support will have a (1) One hour minimum charge.

Billed amounts will be dictated by labor inclusions in customer specific contract.

All systems supported by Company require that software/firmware is genuine, currently licensed and manufacturer supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this IT Services/Telecom Agreement. Should 3rd Party vendor support charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.

SYSTEM MONITORING 24X7

The Company will monitor all computer and server-based technology components remotely via best in class software and monitoring notification tools. Troubles occurring outside of normal business hours may be addressed the following day during standard business hours unless otherwise requested by client. Monitoring will not be available during internet/power failures. Should a problem be discovered during monitoring, Company shall make every attempt to rectify the condition in a timely manner through remote means before sending a technician to Client’s site.

Client agrees that all hardware residing at their site that is owned by Company will remain sole property of Company which retains a 100% security interest. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this hardware without written permission of Company. Should this contract be terminated by either party, client agrees to return the property listed in a separate addendum, or after acquired, to Company within 10 days after the final cancellation date.

Client further acknowledges and gives permission to Company to take possession of hardware listed in addendum from location listed in event of contract termination after ten (10) day grace period, and agrees to compensate Company for expenses accrued during the recovery in addition to all amounts owing under the balance of the IT Services/Telecom Agreement.

CABLING REPAIR/REPLACEMENT

All materials required to repair or replace any voice/data station cabling found to be defective will NOT be covered within this Agreement.  Cabling service are available as stand-alone projects and are billed outside contracted agreements.

MANUFACTURER SOFTWARE/FIRMWARE UPGRADES

The various manufactures of the equipment supported within this agreement release software and firmware upgrades on a regular basis, The Company requires all Clients to maintain the current release of software/firmware when manufacturer support is necessary. Client may be required to maintain active software agreements with manufacture(s), if applicable the Company will facilitate the renewal of these subscriptions and the added costs will not be covered under the Minimum Monthly Recurring Commitment and will be billed separately.

COMPANY ACCESS

Client agrees that Company shall at all reasonable times have full access to all technology hardware and systems at Client’s location to perform routine and other maintenance service/repairs. If a technician arrives and is not granted access, technician’s time and travel will be billable. Client also agrees that Company shall have remote access and passwords to the Client’s telephone system, server(s), computer(s), etc. at all times unless otherwise agreed to in writing. In the event Company determines that Company can resolve the problem through remote access, however, remote access is not available; Company will dispatch a technician to the Client’s location and will invoice the Client at Company’s contract billing rates. Client grants Company authorization to view any data within the regular routine of the repair or system improvement. Client also authorizes Company to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

ADDITIONS AND CHANGE ORDERS

Any addition items that are added to the supported technology systems (phones, computers, expansion modules, servers, etc.) requested by the Client during the term of this Agreement shall increase the total monthly service fee of this Agreement accordingly. All additional hardware will be assessed at current market value at the time of installation of said hardware. Additionally, Company reserves the right to increase or decrease the cost of this agreement at the time of agreement renewal. Any changes in the monthly service fee will be reflected in the next billing cycle.

For each additional computer, server, locations, or users added to the agreement may occur additional fees. Any additional fees are noted in each client-specific, executed agreement.

MINIMUM STANDARDS REQUIRED FOR SERVICES

In order for Client’s existing environment to qualify for Company’s support agreement services, the following requirements must be met:

  1. All Servers with Microsoft Windows operating systems must be running Windows Server 2016 or later, and have all of the latest Microsoft Service Packs and critical updates installed.
  2. All desktop PCs and notebooks/laptops with Microsoft Windows operating systems must be running Windows 10 Professional or later, and have all of the latest Microsoft Service Packs and critical updates installed.
  3. All server, desktop and server system software/firmware must be genuine, licensed and vendor-supported this may require additional costs not covered within this agreement.
  4. The environment must have a currently licensed, up-to-date and Company provided agent-based antivirus/SPAM solution protecting all servers, desktops, notebooks/laptops, home computers and email.
  5. The environment must have a currently licensed, Company-supported server-based backup solution that can be monitored and send notifications on job failures and successes.
  6. The environment must have a currently licensed, Company-supported hardware firewall between the internal network and the Internet.
  7. All critical network and telecom components must have Company provided remote monitoring agents running, adequate power, grounding UPS and bandwidth available.
  8. The environment must have a minimum of CAT-5e cabling properly installed, labeled and terminated.
  9. All Wireless data traffic in the environment must be securely encrypted.
  10. The environment must have a telecommunications solution that is remotely manageable and supported by the Company.
  11. There must be an outside static IP address assigned to a network device and telephone system, allowing VPN access.
  12. All desktop workstations must be no older than five (5) years of age
  13. All laptop workstations must be no older than four (4) years of age
  14. All supported equipment must be owned by Company and may not be personally owned by any employee or owner of the company

It is understood by the Client that costs required to bring Client’s current environment up to these minimum standards are not included under this agreement.

EXCLUSIONS

This Agreement does not cover misuse, abuse, loss of electrical power, interference from other electronic components or other technology vendors hired by client, user error, neglect and tampering, unauthorized changes in configuration or any service on hardware not authorized by Company. In the event Company determines that the Client’s problem was caused in whole or in part by an excluded item referenced herein, Company reserves the right to invoice the Client at Company’s standard billing rates for labor, parts and hardware.

In the event that any part of the Client’s property is destroyed or damaged by an accident, disaster or calamity such as acts of God, fire, storm, flood, landslide, hurricane, earthquake, theft or vandalism, Company shall have no responsibility for the effects of such events of destruction and the work required by Company in repairing or replacing such damage to the Client’s telephone system shall be invoiced to the Client as an additional cost.

In the event the Company suggests product(s) and/or service(s) supplied by a vendor or contractor outside of the Company and/or the Company is responsible for billing such products/services, the Client is solely responsible for evaluating the recommendations prior to committing to purchase. Some monthly reoccurring licensing/services provided by 3rd parties do not offer prorated billing; client will be responsible for a full calendar months billing beginning the day they are deployed by LRT. LRT shall not be held liable for any 3rd party action that may cause an adverse effect for the client (for example but not limited to, outages, loss of data, acts of God, company merger/acquisition, company going out of business, billing questions or concerns, etc.).

In the event the Client relocates outside of Company’s normal service territory, the existing agreement remains in effect without any onsite services from Laughing Rock Technology. A third-party, local IT partner may be subcontracted, at the client’s expense, to handle any onsite services such as, but not limited to: onsite troubleshooting of network equipment, onsite installation of network equipment, or network infrastructure projects.

Excluded Services

  • Remote workers network issues, internet connections, VPN, unless otherwise specified in the “special considerations” section above. LRT will troubleshoot the problem up to the point of determining it is a trouble reported on the remote users end and any further troubleshooting/support will be billable.
  • The cost of any software, licensing or software renewal or upgrade fees
  • The cost of any 3rd party vendor or manufacturer support or incident fees of any kind
  • The cost to bring Client’s environment up to minimum standards required for services
  • Service and repair made necessary by the alteration or modification of hardware other than that authorized by Company, including alterations, software installations or modifications of hardware made by Client’s employees or anyone other than Company
  • Consumables such as printer maintenance kits, toner, ink, batteries, paper, are not included or covered under this IT Services/Telecom Agreement and will be invoiced separately, unless otherwise stated in “Special Considerations” or separate addendum.
  • Sales Engineering: any/all hours spent consulting and providing sales engineering will 1) be deducted from the allotted bank (billable if hours are exceeded in given period) for measured agreements or 2) will be billed above and beyond fixed price (unlimited support) This includes but is not limited to configuration of hardware, software and 3rd party providers/services, not purchased directly through the Company. Procurement services with fixed margin are available for larger unlimited support agreements; if elected must be documented within the Engagement Form.
  • Hardware/Software/Devices introduced to client’s network (LAN/WAN/Telco) without prior written authorization from This includes but is not limited to, client purchasing replacement/additional handsets, computers, wireless access points, software, updates, printers, battery back-up’s surge protection, etc.). If a request is made the Company will provide support to rectify the issue; however, if the failure is determined to be resulting from such action at any point during the repair the Client will be responsible for all costs associated with the repair (i.e. replacement parts, labor hours, travel fees, etc). Due to the nature of these requests, advanced notice that billing may apply cannot always be given.

DEFAULT

If the Client should fail to pay any monthly service payments, terminate this Agreement prior to fulfilling commitment period, or any other charges when due and such default remains uncured for thirty (30) days after written notice by Company, Company may, at Company’s sole option, elect to terminate this Agreement and pursue any remedy permitted by law or equity for the enforcement of the provisions hereof. In the event this Agreement is terminated as herein provided, the Client nevertheless shall remain liable for any payments and charges which may be due prior to such termination.

AVAILIBILITY OF TRADITIONAL 911 EMERGENCY SERVICES:

Client acknowledges and agrees that certain Voice Over Internet Protocol (VoIP) features can limit or totally eliminate the proper functionality of traditional 911 emergency services. It is the Client’s responsibility to determine the technology or combination of technologies best suited to meet Customer’s emergency calling needs and to make any arrangements necessary to access such services. Customer shall inform ALL employees, staff, users, and other third persons who may be present at Customer’s physical location(s) where Customer uses VoIP Services of the non-availability of traditional 911 or E911 dialing and access from LRT installed/serviced equipment.

LIMITATION OF LIABILITY

LIMITATION OF LIABILITY: COMPANY’S LIABILITIES HEREUNDER ARE LIMITED TO THE SCOPE OF THIS AGREEMENT. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL OR PROPERTY DAMAGES (INCLUDING ANY LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR A BREACH HEREOF, WHETHER IN CONTRACT OR IN TORT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION YOU MAY HAVE, WHETHER IN CONTRACT OR IN TORT, ARISING FROM THIS AGREEMENT OR COMPANY’S PERFORMANCE OR NON-PERFORMANCE HEREUNDER EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID HEREUNDER BY CLIENT TO COMPANY WITHIN THE THEN MOST RECENT SIX (6) MONTH PERIOD.

NO-HIRE PROVISION

During the term of the relationship between you (the customer) and LRT (the company) and for a period of two (2) years following the date of termination of the relationship agree not to knowingly solicit, employ or independently contract an individual to procure related product(s) or perform related service(s) from any employee, former employee or contractor who has rendered services under this relationship without written consent of the other party,. In the event that either party knowingly employs or independently contracts with any employee, contractor or former employee in violation hereof, both parties agrees to pay stipulated liquidated damages equal to Twenty-Five Thousand Dollars ($25,000.00) for each occurrence.

GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The parties agree to settle any controversy or claim arising from or relating to this agreement by arbitration in the Commonwealth of Pennsylvania, according to Commercial Arbitration Rules of the American Arbitration Association.. Both parties agree to comply with all applicable laws and regulations and will indemnify and save each other harmless from failure to so comply. LRT will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government.

ENTIRE AGREEMENT

These provisions constitute the entire and exclusive agreement between the parties with respect to the subject of this Agreement and supersede all previous formal and informal maintenance agreements between the parties with respect to after-sale support of LRT systems. Waiver or modification of any term or condition of this agreement prior to agreement activation shall be made in the Special Considerations Section. Any/all provisions listed in that area will supersede the above standard Company’s terms and conditions and shall be initialed by both parties. Waiver or modification of any term or condition of this agreement post-activation shall be effective after 30-days when submitted to the Client in writing/invoiced. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, assignees and successors of the parties. Company may assign and transfer this agreement or all or any part of its rights hereunder to any person, firm or corporation without limitation, and this agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, representatives and assigns. If any provision is deemed or held invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions will not be affected or impaired. The descriptive headings herein are for convenience and not part of this Agreement. If any provision in this IT Services/Telecom Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Facsimile Signatures: You agree that a facsimile copy of this Agreement bearing authorized signatures may be treated as an original.

NO FIDUCIARY RELATIONSHIP; NO THIRD-PARTY BENEFICIARIES

The Company is not the agent, fiduciary, trustee or other representative of Customer. Except for the rights of LRT’s suppliers under nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.

COMPANY MATERIALS AND INTELLECTUAL PROPERTY

All materials, including any computer software (in object code and source code form), data or information that Company or its suppliers or agents develop or provide under this Agreement and any know-how, methodologies, equipment, or processes Company uses to provide the Services to Customer, including all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto will remain LRT’s or its suppliers’ sole and exclusive property. Company will also maintain and control ownership of all Internet protocol (“IP”) numbers and addresses that Company may assign to Customer. Company may, upon 10 days written notice to Customer, change or remove any and all IP numbers and addresses.

SEVERABILITY

If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, the term or provision will remain in full force and effect with respect to all other applications. Company’s failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of Company’s right to subsequently enforce the provision or any other provisions of this Agreement.

NOTICE OF ADDENDUMS

This agreement serves for the various services and support offered by the Company. If applicable, Addendums may be attached to this agreement further defining additional terms and conditions for specific services and support offerings. Should an addendum have conflicting terms and conditions with this “core” agreement the Addendum’s terms and conditions contained within the Addendum will supersede those contained in the “core” for services specified on such Addendum.

IT SERVICES SCOPE OF SUPPORT ADDENDUM (If applicable)

SERVER INFRASTRUCTURE SUPPORT

Company will support all physical servers, physical devices, and virtual servers as defined in executed agreement. Dell or other enterprise name-brand servers must be utilized to replace outdated hardware as necessary. Company will ensure proper functionality and use of all applications running on the server system and will make recommendations for upgrades as necessary. Company will ensure that appropriate antivirus software is running on all systems and take “best effort” measures to ensure proper security, backups, and redundancies. Company will be on call 24/7, except holidays, for support. Same or next day support will be provided for all urgent issues requiring immediate attention from Company. Company will perform routine updates and maintenance on all machines (processes may be automated). At the end of each fiscal year, Company may provide a comprehensive server report, which will note any equipment recommended for replacement as well as any other system upgrades it sees as beneficial to the client.

COMPUTER INFRASTRUCTURE SUPPORT

All computers, unique devices, including applicable thin clients, will be supported by Company as defined in executed agreement. Dell or other enterprise name-brand computers must be utilized to replace outdated hardware as necessary. A ticketing system will be utilized for submission, handling, and monitoring computer and user issues as they arise. Phone support is also available as required. Company will be on call for support 24/7. Same or next day support will be provided for all urgent issues requiring immediate attention from Company. Company will perform routine updates and maintenance on all machines (processes may be automated). At the end of each fiscal year, Company may provide a comprehensive workstation report, which will note any equipment recommended for replacement as well as any other system upgrades it sees as beneficial to the client.

NETWORK INFRASTRUCTURE SUPPORT

Company will support the office network and equipment, including all routers, switches, firewalls and power backup as defined in executed agreement. This will also include any VPN Connections, tunnels, bridges, and connections to outside systems.

Company will take all “best effort” measures to make sure proper network security, backups, and redundancies are in place. Company may develop a report at the end of each year outlining all progress and any changes, upgrades or replacements it sees beneficial to the client. Company will serve as the primary point of contact and handle all coordination with any outside vendors. All new equipment purchases will be the responsibility of the client, however Company holds many reseller agreements for equipment purchases.

OTHER HARDWARE SUPPORT

All printers and scanners will be supported as defined in executed agreement. Company will serve as the first point of contact for all such equipment, including those under support contracts with other vendors. Company will coordinate with any outside vendors for necessary support on equipment with outside support contracts. Company holds reseller agreements with major vendors for all products. Support for copiers and other business equipment is limited to its interaction with the IT environment. Support contracts must be maintained for other business equipment that interfaces with the IT environment.

OTHER SYSTEMS

Company will serve as the primary point of contact and handle all coordination with outside vendors related to the IT environment (excluding above exceptions). Maintenance and upgrades for these systems will be quoted separately unless otherwise documented in writing.

TELEPHONE AND MOBILE DEVICE SUPPORT

All cellular telephones, air cards, and tablet devices are only supported if noted within Client specific agreement. Devices must feature a 4G/5G connection, run on an iOS or Android, and be a maximum of four (4) years of age. Support includes software troubleshooting, email & other account setup and creation, and remote access support if available. Hardware support is not included and must be provided by your mobile phone provider.