Service Attachment for Managed Services

This Service Attachment is between Provider (sometimes referred to as “we,” “us,” or “our”), and

the Client found on the applicable Order (sometimes referred to as “you,” or “your”) and,

together with the Order, Master Services Agreement, and other relevant Service Attachments,

forms the Agreement between the parties the terms to which the parties agree to be bound.

The parties further agree as follows:

SERVICES

Provider will deliver only the Services itemized in the Services section of the Order. Additional

Services may be added only by entering into a new Order including those Services.

Help Desk Support:

Help desk support is available during normal business hours. After-hours support is intended

for critical systems outages. After-hours support may incur additional charges as defined by the

Order.

On-site Support:

It is Provider’s intention to provide remote support whenever possible. On-site support is

available once it is determined by Provider that the support cannot be provided remotely.

Typically, this will be due to hardware issues or network connectivity issues. On-site support is

not considered Project work, however, the number of onsite support incidents and the amount of

time provided for onsite support per month, if any, shall be defined in the Order.

License

Provider hereby grants Client the right to access and use only those software solutions and

other information technology Services specified on the Order during the Term. Those Services

may be hosted on servers operated by one or more third parties.

License Restrictions

As between the parties, Provider retains all right, title and interest in and to the Services and

their various components, along with all intellectual property rights associated therewith. Other

than as expressly set forth in this Service Attachment, no license or other rights in or to the

Services are granted to you, and all such licenses and rights are hereby expressly reserved. In

addition, Client shall not:

•Modify, copy or create derivative works based on the Services or on any Provider

Materials;

•Create Internet "links" to or from the Services, or "frame" or "mirror" any content forming

part of the Services, other than on your own intranet(s) or otherwise for your own internal

business purposes;

•Distribute or allow others to distribute any copies of any Provider Materials or any part

thereof to any third party;

•Rent, sell, lease or otherwise provide any third party with access to the Services or to

any Provider Materials, or to any copy or part thereof, or use the Services or any

Provider Materials for the benefit of a third party; or

•Remove, modify or obscure any copyright, trademark or other proprietary-rights notices

that are contained in or on any Provider Materials.

•Reverse engineer, decompile, or disassemble the Provider Materials, except to the

extent that such activity is expressly permitted by applicable law.

For purposes of this Service Attachment, “Provider Materials” means any text, graphical

content, techniques, methods, designs, software, hardware, source code, data (including

Reference Data), passwords, APIs, documentation or any improvement or upgrade thereto, that

is used by or on our behalf to provide the Services.

Third-Party Service Providers

Some components of the Services may be provided through or licensed from Third-Party

Service Providers, including but not limited to third-party software, products or services.

Provider, and not those third parties, will provide any and all technical support related to the

Services, including support related to those third-party components. However, under certain

circumstances, pursuant to the terms of applicable third-party license or services agreements,

Provider may be obligated to provide certain information to those third parties regarding the

Services and/or regarding your identity. Client consents to such disclosures.

Client understands and agrees that third-party services will be warranted only by the Third-Party

Service Provider and only as and to the extent set forth in such provider’s license agreement,

and that Provider will not be responsible, and makes no warranty, with respect to third-party

services other than that which is expressly contained in the applicable Third-Party Services

Provider’s agreements.

Third-party software publishers, including but not limited to, Microsoft will be intended third-party

beneficiaries of the Agreement, with the right to enforce provisions of the Agreement and to

verify compliance. If any third-party software publisher believes in good faith that Client is not

complying with its end-user terms and conditions (“End-User License”), Provider will cooperate

in good faith with the third-party publisher to investigate and remedy the non-compliance.

Within thirty (30) days of the termination of this Agreement, Provider shall remove, or cause to

be removed, all copies of Client’s Services and/or Provider Materials from the Client’s devices,

or otherwise render the software, the Services and/or the Provider Materials permanently

unusable. Furthermore, Provider shall require that Client return or destroy all copies of the

software, the Services and/or the Provider Materials that it received. Client shall reasonably

cooperate and assist, as needed, with all such activities.

No High-Risk Use

Client acknowledges that the Services are not fault-tolerant and are not guaranteed to be errorfree

or to operate uninterrupted. You shall not use the Services in any application or situation

where the Services’ failure could lead to death or serious bodily injury of any person, or to

severe physical or environmental damage (“High-Risk Use”). High-Risk Use does not include

utilization of the Services for administrative purposes, to store configuration data, engineering

and/or configuration tools, or other non-control applications, the failure of which would not result

in death, personal injury, or severe physical or environmental damage. Client agrees to

indemnify and hold harmless Provider from any third-party claim arising out of Client’s use of the

Services in connection with any High-Risk Use.

No Illegal Use

Client shall not use the Services in any application or situation where the Services would be

used for any illegal manner, for any unlawful purpose, or to violate the rights of others.

Restorable Backup

Prior to installation, or accessing, or using any Services specified on an applicable Order during

the Term, Client shall create a full, complete, and restorable electronic backup of all systems

which might be affected, in whole or in part, by the installation and/or maintenance of any

software-solution and other information technology services specified on an applicable Order

during the Term. Client shall, and does hereby, hold Provider harmless in the event of any

damage to any system and applications software.

PROVIDER-SUPPLIED EQUIPMENT

Provider shall deliver the equipment and applications as identified in the Order (“Equipment”).

Provider’s delivery of that Equipment is on a rental basis only and is expressly subject to the

terms of this Service Attachment pertaining to Provider-supplied Equipment.

Included Services

The Monthly Service Fee for Equipment includes all fees for the use of the Provider-owned

hardware, software, operating systems, and all labor needed to install and maintain all

hardware, software, operating systems delivered to client under this section.

Equipment Restrictions

All Equipment must be used by Client for the purpose for which it was intended. Client shall not

abuse the Equipment or permit it to be serviced by anyone other than Provider. Neither Client

nor Client’s agent shall connect accessories supplied by anyone other than Provider to the

Equipment without Provider’s written consent, which shall not be unreasonably withheld. Client

shall use the Equipment only in the manner contemplated by the manufacturer and in

accordance with law. Client shall not allow anyone other than Provider to disconnect or move

the Equipment from the location noted on the Order. Provider must be free to make any

changes needed on the Equipment. Any critical business data stored on any Equipment must

be backed up by Client.

Ownership of Provided Software

Client acknowledges that its interest in any software installed by Provider on the Equipment is

that of a licensee and that the software provided by Provider shall remain the property of

Provider and must be returned if requested by Provider in furtherance of the Services or upon

termination of this Agreement. Client further agrees to cease the use of any software or

Equipment that remains the property of Provider upon cancellation or termination of this

Attachment.

CREDENTIALS

Network Administrative Credentials – Provider must have exclusive network administrative

credentials for Client’s network. While it is providing Services, Provider will not release the

network administrative credentials to Client or to any third party for any reason without a signed

release acceptable to Provider. Upon termination, if Client has paid any and all required fees,

including but not limited to, termination fees, remaining third-party service fees, and off-boarding

fees, Provider will then release the network administrative credentials to Client.

User Credentials – User credentials are the property of Client, and Provider will not withhold

individual user credentials to systems or applications.

Third-Party Global Admin Credentials (e.g., Microsoft tenant credentials) (“Client

Credentials”) - While it is providing services, Provider will not release Client Credentials to

Client or to any third party for any reason without a signed release acceptable to Provider.

Upon termination, if Client has paid any and all required fees, including but not limited to,

termination fees, remaining third-party service fees, and off-boarding fees, Provider will then

release Client Credentials to Client.

Third-Party Service Provider Credentials (“Provider Credentials”) – In many instances,

Provider licenses third-party tools and applications in order to assist with the provision of

services to Client. Provider’s Credentials for these tools (e.g., Duo, Kaseya, SentinelOne,

Connectwise, etc.) will never be released to Client for any reason.

ADDITIONAL CLIENT OBLIGATIONS

Hardware Equipment

Client equipment must be maintained under a manufacturer’s warranty or a current

maintenance contract. Provider is not responsible for client equipment that is not maintained

under a manufacturer’s warranty or maintenance contract or that is otherwise out of order. All

Service Fees assume equipment is under a manufacturer’s warranty or maintenance contracts.

Provider in its reasonable opinion and supported by manufacturer information, may designate

certain equipment as obsolete or defective, and therefore exclude it from coverage under this

Agreement.

Minor On-Site Tasks

Provider may occasionally ask Client to perform simple on-site tasks (e.g., powering down and

rebooting a computer). Client agrees to cooperate with all reasonable requests.

Server Upgrades or Repair

Provider will authorize all server upgrades or repairs. Client agrees not to perform any of these

actions without notifying us.

Software Media

Client shall obtain and supply all necessary software media with installation keys (if any) upon

request.

Except for any software provided by Provider in connection with the Services, Client is solely

responsible for obtaining all required software licenses, including all client access licenses, if

any, for the software products installed on your computers.

Security and Regulatory Recommendations

Although it is under no obligation to do so, from time to time, Provider may make

recommendations regarding regulatory compliance, safety and security related to Client’s

network and practices (e.g., multi-factored authentication). If Client fails to adopt or implement

the recommended protocols, Client is responsible for any and all damages related to regulatory,

security, privacy, or data protection, including but not limited to fines, data breach notification,

malware or ransomware costs, restoration, forensic investigation, restoring backups, or any

other costs or damages related to Client’s refusal to implement the recommended protocols.

NETWORK CHANGE COORDINATION

Significant Changes to Client’s Network

Client will notify Provider via email of all significant proposed network changes and will provide

us with a reasonable opportunity to comment and follow-up regarding those proposed changes.

Research Regarding Network Changes

Evaluation of network change requests sometimes will require significant research, design, and

testing by Provider. These types of requests are not covered by this Service Attachment and will

be billed at Provider’s then-current rates for time and materials.

SUITABILITY OF EXISTING ENVIRONMENT

Minimum Standards Required for Services

Client represents, warrants and agrees that its existing environment meets the following

requirements or will obtain upgrades to its existing environment to meet the following

requirements (“Minimum Standards”):

•All servers must be running a supported version of the operating system with all of the

latest recommended patches and updates installed.

•All desktop PC’s and notebooks/laptops must be running a supported version of the

operating system with all of the latest recommended patches and updates installed.

•All server and desktop software must be genuine, licensed and vendor-supported.

•Provider must have exclusive administrative credentials to Client’s network.

•The environment must have a currently licensed, vendor-supported hardware firewall

between the internal network and the internet.

•There must be an outside static IP address assigned to a network device, allowing

secure VPN access.

Healthcare Clients

•MS Active Directory, or other identity-management system

PCI-DSS (credit card)

•Segregated payment network

•Segregated wireless network from payment network

•MS Active Directory, or other identity-management system

All costs required to bring Client’s environment up to these minimum standards are not included

in this Service Attachment.

If Client’s environment fails to satisfy the above requirements at any time during the Service

term, Provider may suspend further delivery of the Services and/or terminate this Service

Attachment upon five (5) business days’ advance, written notice.

EXCLUSIONS

Provider is not responsible for failures to provide Services that are caused by the existence of

any of the following conditions:

•Expired Manufacturer Warranty or Support - Parts, equipment or software not covered

by a current vendor/manufacturer warranty or support.

•Alterations and Modifications not authorized by Provider - Any repairs made necessary

by the alteration or modification of equipment other than that authorized by Provider,

including alterations, software installations or modifications of equipment made by

Client’s employees or anyone other than Provider.

•Hardware or Software Malfunction – Any time there is a defect or malfunction in any

hardware or software not caused by Provider that adversely affects Provider’s ability to

perform the Services.

•Client Resource Problems – Any time a problem occurs resulting from a Client resource

that are not under Provider’s management or control.

•Network Changes - Any changes Client may have made to the networking environment

that were not communicated to or approved by Provider.

•Task Reprioritization - Any problems or failures related to a prioritization or

reprioritization of tasks by Client.

•Force Majeure - Any problems resulting from a Force Majeure Event as described in the

Master Services Agreement.

•Client Actions - Any problem resulting from Client actions or inactions.

•Client Responsibilities - Any problems resulting from Client’s failure to fulfill any

responsibilities or obligations under the relevant Agreements.

•Internet Connectivity Loss - Any loss of internet connectivity that occurs at Client

locations for any reason.

•Software Maintenance - Any maintenance of applications software packages, whether

acquired from Provider or any other source.

•Remote Computers - Home or remote computers that are not covered under the relevant

Agreements.

Provider is not responsible for failure to provide Services that occur during any period of time in

which any of the following conditions exist:

•Problem Ticket Management - The time interval between the initial occurrence of a

desktop malfunction or other issue affecting functionality and the time Client reports the

desktop malfunction or issue to Provider.

•Power Supply Malfunction – Instances where the battery, electricity, power-protective

equipment or uninterruptable power supply (UPS) malfunctions and renders Provider

unable to connect to the network or troubleshoot the device in question.

•Third-Party Criminal Activity - Provider is not responsible for criminal acts of third parties,

including but not limited to hackers, phishers, crypto-locker, and any network

environment subject to ransom. Client agrees to pay ransom or hold provider harmless

for any activity effecting network security on your environment related to third-party

criminal activity. Any costs or fees to rebuild or service machines are provided and sold

separately by Provider.

•Malware - Provider is not responsible for any harm that may be caused by Client’s

access to third party application programming interfaces or the execution or transmission

of malicious code or similar occurrences, including without limitation, disabling devices,

drop dead devices, time bombs, trap doors, Trojan horses, worms, malware, viruses and

similar mechanisms. Any costs or fees to rebuild or service machines are provided and

sold separately by Provider.

The following list of items are excluded from the scope of included Services, and may incur

additional charges or require a separate billable project:

•Software Maintenance – Unusual work that results from a failed software patch or

update that results in an interruption in Client’s business, with the exception of Microsoft

Windows updates and patches.

•Programming Modifications - Any programming (modification of software code) and

program (software) maintenance occurs.

•Training - Any training service of any kind, unless otherwise agreed to in an Order.

•Software and Web Development - Any Services requiring software and web

development work.

•Remote Computers -– Unless otherwise specified in an Order, home or remote

computers that are not covered under the Agreement.

•Replacement Software – Implementation of new or replacement software.

•Relocation / Satellite Office – Office relocation/satellite office setup.

•Equipment Refresh – Any non-workstation equipment refreshes.

The following list of items are costs that are considered separate from the Service pricing:

•Costs Outside Scope of the Service – The cost of any parts, equipment, or shipping

charges of any kind. The cost of any software, licensing, or software renewal or upgrade

fees of any kind. The cost of any third-party vendor or manufacturer support or incident

fees of any kind. The cost of additional facilities, equipment, replacement parts, software

or service contract.

The following is a list of Services Provider does not perform:

•Printer Hardware Repair - Printer hardware repair or maintenance work.

•Third-party Vendor Disputes - The management or involvement with disputes or charges

with any third-party vendor, other than issues relating to the technical services.

RIGHT TO ACT AS AGENT AND SITE PREPARATION

•Client designates Provider to act as agent for Client in ordering necessary services or

entering trouble tickets from phone service carriers and internet access providers,

whenever applicable. Client agrees to (a) furnish and install all conduit, raceway or low

smoke cable and to create all holes and wireways through concrete, plaster, metal

floors, walls or ceilings which may be required for the installation of the Equipment, (b)

provide all commercial AC power circuits required for the operation of the Equipment, (c)

pay for all electrical current necessary for the operation of the Equipment and (d) provide

a suitable space for the operation of the Equipment consistent with the

recommendations of the manufacturer, including, but not limited to, providing a dry and

dust-free environment. Provider shall have no duty, responsibility or obligation to make

any structural alterations or adjustments to the premises to install the Equipment. Client

shall provide Provider with reasonable access to the premises during Provider’s working

hours and shall furnish elevator service when necessary as well as heat, light, sanitary

facilities, electrical power and protection of the Equipment from theft during installation.

Provider is not responsible for restoring Client’s premises to its original condition upon

removal or relocation of any or all of the Equipment.

VOIP INDEMNIFICATION

In addition to your indemnification obligations in the MSA, you shall defend, indemnify, and hold

harmless Provider, its officers, directors, employees, affiliates and agents and any other service

provider who furnishes services to you in connection with this agreement, from any and all

claims, losses, damages, fines, penalties, costs and expenses (including, without limitation,

reasonable attorneys’ fees) by, or on behalf of, you or any third party or user of the Service

relating to the absence, failure or outage of the Service, including Emergency Calling Service

dialing and/or inability of you or any third person or party or user of the Service to be able to dial

911 or to access emergency service personnel.

PROVIDER OBLIGATIONS

In addition to delivery of the Services, Provider accepts the following obligations under this

Service Attachment:

Data Security and Privacy

In addition to its other confidentiality obligations under this Service Attachment, Provider shall

not use, edit or disclose to any party other than Client any electronic data or information stored

by Provider, or transmitted to Provider, using the Services (“Client Data”). Provider further shall

maintain the security and integrity of any Client Data under Provider’s direct control, in

accordance with any parameters described in this Service Attachment.

As between Provider and Client, all Client Data is owned exclusively by Client. Client Data

constitutes Confidential Information subject to the terms of the MSA, and shall be returned to

Client upon request, provided that Client is current in all payments, termination fees, and thirdparty

service fees. Provider may access Client's User accounts, including Client Data, solely to

respond to service or technical problems or otherwise at Client's request.

Maintenance Windows

Routine server and application maintenance and upgrades will occur during scheduled

maintenance windows, and some applications, systems or devices may be unavailable or nonresponsive

during such times..

WARRANTY

•Provider warrants that the Services will be performed materially in accordance with the

service documentation previously provided for the Services in a professional and

workmanlike manner.

•HOWEVER, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THERE ARE RISKS

INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF

YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY. WE HAVE NO

OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS

SERVICE ATTACHMENT. WHILE THE SERVICES ARE DESIGNED TO IMPROVE

THE PROBABILITY OF THE PROTECTION AND RECOVERY OF INFORMATION

COMPARED TO THE CLIENT’S CURRENT METHODS EMPLOYED, PROVIDER

MAKES NO CLAIMS OR WARRANTIES THAT DATA BACK-UPS AND DATA /

SERVER / DESKTOP RECOVERIES USING THE SERVICES WILL BE ERROR FREE

OR THAT ALL RECOVERIES CAN BE PERFORMED WITHIN A CERTAIN TIME

FRAME.

•IN ADDITION, CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO

WARRANTIES, EXPRESS OR IMPLIED, BY ANY THIRD-PARTY VENDORS OF

SOFTWARE PRODUCTS MADE AVAILABLE TO CLIENT BY PROVIDER AND THAT

THOSE VENDORS DISCLAIM ANY AND ALL LIABILITY, WHETHER DIRECT,

INDIRECT OR CONSEQUENTIAL, ARISING FROM THE SERVICES.

SERVICE FEES

Onboarding Fee

Prior to the delivery of the Services, Provider may charge an Onboarding Fee in order to deploy

and configure the Services under this Service Attachment. Provider will identify the Onboarding

Fee in an initial invoice, and Client shall pay the Onboarding Fee, as set forth in the Master

Services Agreement (“MSA”). Provider shall have no obligation to continue with the delivery of

any Services under this Service Attachment until it receives payment for the Onboarding Fee.

Service Fees Increases

In addition to the Service Fee increases described in the MSA, Provider may adjust the fees for

the following reasons:

End-User or Network Growth. During the term of an Order, if the number of users or devices in

Client’s environment or the Service or Equipment types or quantities to be covered within the

scope of the Order exceeds the numbers, types or quantities previously ordered, Provider may

apply an adjustment to the total Service Fees. Client shall pay all Service Fees owed as they

become due following any such adjustment.

Similarly, during the term of an Order, if the number of users or devices in Client’s environment

or the Service or Equipment types or quantities to be covered within the scope of the Order is

less than the numbers, types or quantities previously ordered, upon request, Provider will apply

an adjustment to the total Service Fees. Client shall pay all Service Fees owed as they become

due following any such adjustment. However, under no circumstances may any such

adjustments result in a number of users or devices in Client’s environment or in any Service or

Equipment types or quantities to be covered within the scope of the Order that is less than the

numbers, types or quantities ordered at the time Client signed that Order.

"User" means Client's employees, consultants, contractors or agents who are authorized to use

the Service and have been supplied user identifications and passwords by Client (or by Provider

upon Client's request). Users do not include any customers of Client or other third parties.

“Device” means any equipment included in the Services, whether owned by Client or provided

by Provider for Client’s use, including, but not limited to computers, printers, servers, routers,

and mobile or handheld microcomputers as well as the software necessary to operate such

equipment.

TERM AND TERMINATION

Term

This Service Attachment is effective on the date specified on the Order (the “Service Start

Date”). Unless properly terminated by either party, this Attachment will remain in effect through

the end of the term specified on the Order (the "Initial Term"). If the Order specifies no Initial

Term with respect to any or all Services the Initial Term shall be 24 months.

Renewal

"RENEWAL" MEANS THE EXTENSION OF ANY INITIAL TERM SPECIFIED ON AN ORDER

FOR AN ADDITIONAL TWELVE (12) MONTH PERIOD FOLLOWING THE EXPIRATION OF

THE INITIAL TERM, OR IN THE CASE OF A SUBSEQUENT RENEWAL, A RENEWAL

TERM. THIS SERVICE ATTACHMENT WILL RENEW AUTOMATICALLY UPON THE

EXPIRATION OF THE INITIAL TERM OR A RENEWAL TERM UNLESS ONE PARTY

PROVIDES WRITTEN NOTICE TO THE OTHER PARTY OF ITS INTENT TO TERMINATE AT

LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR OF THE

THEN-CURRENT RENEWAL TERM. ALL RENEWALS WILL BE SUBJECT TO

PROVIDER’S THEN-CURRENT TERMS AND CONDITIONS.

Early Termination by Client With Cause

Client may terminate this Service Attachment for cause following sixty (60) days’ advance,

written notice delivered to Provider upon the occurrence of any of the following:

•Provider fails to fulfill in any material respect its obligations under the Service

Attachment and fails to cure such failure within thirty (30) days following Provider’s

receipt of Client’s written notice.

•Provider terminates or suspends its business operations (unless succeeded by a

permitted assignee under the Agreement).

Early Termination by Client Without Cause

If Client has satisfied all of its obligations under this Service Attachment, then no sooner than

ninety (90) days following the Service Start Date, Client may terminate this Service Attachment

without cause during the Initial or a Renewal Term (the “Term”) upon sixty (60) days’ advance,

written notice, provided that Client pays Provider a termination fee equal to any discounts or

concessions provided, plus fifty percent (50%) of the recurring, Monthly Service Fees remaining

to be paid from the effective termination date through the end of the Term, based on the prices

then in effect.

Termination by Provider

Provider may elect to terminate this Service Attachment upon thirty (30) days’ advance, written

notice, with or without cause. Provider has the right to terminate this Service Attachment

immediately for illegal or abusive Client conduct. Provider may suspend the Services upon ten

(10) days’ notice if Client violates a third-party’s end user license agreement regarding provided

software. Provider may suspend the Services upon fifteen (15) days’ notice if Client’s action or

inaction hinder Provider from providing the contracted Services.

Effect of Termination

As long as Client is current with payment of: (i) the Fees under this Attachment, (ii) the Fees

under any Order for off-Boarding, and/or (iii) the Termination Fee prior to transitioning the

Services away from Provider’s control, then if either party terminates this Service Attachment,

Provider will assist Client in the orderly termination of services, including timely transfer of the

Services to another designated provider. Client shall pay Provider at our then-prevailing rates

for any such assistance. Termination of this Service Attachment for any reason by either party

immediately nullifies all access to our services. Provider will immediately uninstall any affected

software from Client’s devices, and Client hereby consent to such uninstall procedures.

Upon request by Client, Provider may provide Client a copy of Client Data in exchange for a

data-copy fee invoiced at Provider’s then-prevailing rates, not including the cost of any media

used to store the data. After thirty (30) days following termination of this Agreement by either

party for any reason, Provider shall have no obligation to maintain or provide any Client Data

and shall thereafter, unless legally prohibited, delete all Client Data on its systems or otherwise

in its possession or under its control.

Provider may audit Client regarding any third-party services. Provider may increase any Fees

for Off-boarding that are passed to the Provider for those third-party services Client used or

purchased while using the Service.

Client agrees that upon Termination or Off-Boarding, Client shall pay all remaining third-party

service fees and any additional third-party termination fees.