VePM Agreement

VePM Hosting Agreement

This Hosting Agreement ("Agreement") is entered into as of March 27th, 2008 (“Effective Date”) by and between Project Solutions Group, Inc., a Massachusetts, U.S.A. corporation ("Contractor"), and <Name>("Customer"). The parties agree as follows:

Contractor will provide Customer with a secure, hosted deployment of the Microsoft Office Enterprise Project Management (EPM) Solution (the “Deployment”). The deployment will be hosted by Project Hosts Zanker RoadSan Jose, CA 95134.

Except as specified in sections 3.4, 3.5, and 5.1 below, all notices, authorizations and requests required by or related to this Agreement shall be sent in writing and shall be deemed given on the day they are sent by mail or air express (postage or charges prepaid, certified or registered, return receipt requested). Each party shall notify the other in writing of any changes to information in the following tables:

Notices to CONTRACTOR should be sent to the following:

Project Solutions Group, Inc.
400 Donald Lynch Blvd.
Marlboro, MA 01752
New Order Email Address (see section 3.4): /

Notices to CUSTOMER should be sent to the following:

Customer Business Name: / Authorized Email:
(see section 3.4)
Street Address
/ Contact name:
City, State, Zip
/ Contact Email:
Country / Phone:
Fax:

This Agreement consists of this Cover Page, sections 1-9, and Exhibits A, B and C.

By signing below, you represent that you read and understood the Agreement terms and conditions, have the authority to bind the party you represent to its terms, and the information provided above is accurate.

Contractor / Customer
Signature: / Signature:
Print Name: / Print Name:
Print Title: / Print Title:
  1. Definitions. The following terms, whenever initially capitalized, shall have the following meanings for purposes of this Agreement:
  2. “Initial Deployment” shall mean the initial users, storage and consulting services for the Deployment as outlined in Exhibit B.
  3. “Additional Services” shall mean the additional services specified in Exhibit B that Customer may add to the Deployment.
  4. “Service Level Agreement” shall mean the application support provided by Contractor as outlined in Exhibit C.
  5. “Services” shall mean both the Initial Deployment and any Additional Services.
  1. Contractor Obligations
  2. Supply Hosted Infrastructure. Contractor will provide all servers, security, networking, monitoring, backup, authentication, and provisioning infrastructure necessary to support the Deployment. Contractor will also monitor and maintain the environment by replacing defective hardware, installing software patches, and performing other necessary maintenance activities.
  3. Supply EPM Software. Contractor will install and integrate all software required for a fully functional EPM environment. The installed software will include Microsoft software such as Windows 2003, Active Directory, Project Server 2007, Project Professional 2007, Windows SharePoint Services, SQL Server Standard, and SQL Analysis services.
  4. License Software. Contractor will provide licensing for all software used in the Deployment, except for licensing provided by Customer, as specified in 3.1 below.
  5. Deliver Deployment. Contractor will deliver Customer access to the Deployment on or before the Activation Date specified in Exhibit B.
  6. Ensure Availability. Contractor will employ commercially reasonable efforts to ensure that the Deployment is available to users twenty four (24) hours per day, seven (7) days per week, commencing on the Activation Date and continuing through the Termination Date, with the sole exception of scheduled maintenance periods, which, when they are necessary, shall last no longer than two (2) hours per day and which shall take place each morning between the hours of 2 a.m. and 4 a.m. in a time zone specified by Customer.
  7. Maintain Security. Contractor shall provide commercially reasonable security for the Deployment, provided, however, that in no event shall the level of security provided by Contractor with respect to the Deployment fall below the level of security Contractor provides for its own servers, equipment, software, data, and personnel or below the level generally accepted as industry standard.
  8. Back up the Environment. Contractor shall back up the Deployment every night and retain 30 days of backups at any given time.
  9. Provide Hosting Support. Contractor will provide Customer with an email address and a phone number to Contractor’s 24x7 Network Operations Center (NOC). Customer may open support issues at any time. Contractor will resolve all issues relating to the security, availability, and performance of the Deployment.
  1. Customer Obligations
  2. License Microsoft software. Customer is responsible for procuring licenses for Microsoft Office Project Professional 2007. The fees for the Client Access Licenses (CALs) required for Project Web Access (PWA) are included in the monthly user fees. The applicable monthly license rental fees for the Deployment are specified in Exhibit B under Additional Services.
  3. Enable Remote Desktop Access. Customer computers used to access the environment will have Microsoft Internet Explorer 5.1 or higher installed and will be configured so that users will be able to download and run Active-X controls that are signed by Microsoft. Customer will configure its local firewalls and proxy servers in order to allow Customer users to access the Deployment over the Internet using either Microsoft Remote Desktop or Citrix. Customer acknowledges that if Customer access requires Citrix, then Contractor will charge Citrix setup and monthly fees as specified in Exhibit B under Additional Services.
  4. Abide by Usage Policies. Customer will abide by the usage policies outlined in Exhibit A.
  5. Optionally Order Additional Services. Customer may use the provisioning tool provided by Contractor to provision new users at any time. If Customer uses the tool to provision new users, that will be considered an order of Additional Services. Also, if the storage used in Customer’s Deployment exceeds 2GB, the use of additional storage (over 2GB) by Customer will be considered an order of Additional Services. Customer may also order Additional Services by sending an email from Customer’s Authorized Email address to Contractor’s New Order Email address, as specified on the cover page of this agreement.
  6. Optionally Reduce Additional Services. Customer may reduce Additional Services by using the provisioning tool provided by Contractor to disable users. If Customer uses the tool to disable users, that will be considered an immediately effective reduction of Additional Services. Customer may also reduce Additional Services by sending an email from Customer’s Authorized Email address to Contractor’s New Order Email address, as specified on the cover page of this agreement.
  1. Term
  2. Initial Term. The initial term of this Agreement will commence on the Effective Date and continue for one year.
  3. Renewal Term(s). This Agreement will be automatically renewed for successive one year terms unless either party gives the other party thirty (30) days written notice of its intent not to renew.
  1. Default and Termination
  2. Customer may terminate this Agreement at any time for any reason or no reason with 30-days notice by sending an email (return receipt requested) from Customer’s Authorized Email address to Contractor’s New Order Email address, as specified on the cover page of this agreement. If the Customer does not receive an email acknowledgement back within seven days of sending notice, Customer must send written notice to the address specified on the cover page of this agreement.
  3. This Agreement may be terminated earlier by Contractor if any of thefollowing events of default occur with respect to Customer: (a) if Customer materially fails to perform orcomply with this Agreement or any provision hereof; (b) if Customerfails to strictly comply with the provisions of Section 8; (c) if Customer becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (d) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by Customer; or (e) if such a petition is filed by any third party, or an application for a receiver ofCustomer is made by anyone and such petition or application is notresolved favorably to Customer within sixty (60) days.
  4. Termination by Contractor shall be effective ninety (90)days after notice of termination to Customer if Customerdefaults have not been cured. The rights and remedies of the parties provided inthis Section shall not be exclusive and are in addition to any other rights andremedies provided by law or this Agreement.
  5. Sections 1, 7, 8and 9 shall survive termination ofthis Agreement.
  1. Fees and Payment Terms
  2. Fees. The fees and charges for Services will be as set forth in Exhibit B. Contractor will not increase fees for Services listed during the Initial Term of this Agreement. Contractor may change or increase the fees it charges Customer for Service(s) effective upon commencement of the Renewal Term by providing sixty (60) days notice to Customer.
  3. Billing and Payment Terms
  4. Hosting Fees. Contractor shall invoice and Customer shall pay on a monthly basis all hosting charges incurred by Customer. Contractor invoices on the first of every month for all hosting Services to be provided during that month and prorated amounts for any hosting Services that were added during the previous month.
  5. Payment Terms. Payment of fees and charges are due and payable within thirty calendar days after the date of each Contractor invoice. All fees and charges are specified in U.S. dollars and all payments will be made in U.S. dollars. Amounts past due will be subject to an interest charge equal to one and one-half percent (1.5%) per month or the highest rate allowed by applicable law. If Customer is delinquent in its payments, Contractor may, upon written notice to Customer, modify the payment terms to require full payment for the continued provision of all Services or require other assurances to secure Customer’s payment obligations hereunder.
  1. ACCEPTACE, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT (EXCEPTAS TO AMOUNTS OWED HEREUNDER), CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIALDAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESSPROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE,ARISING OUT OF THE USE OF OR INABILITY TO USE THE DEPLOYMENT,EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Nondisclosure Agreement

Each party shall keep confidential the terms and conditions of this Agreement, and other non public information and know-how disclosed to such party by the other party. However, each party may disclose the terms and conditions of this Agreement in confidence to its immediate legal and financial consultants as required in the ordinary course of such party's business. Each party may disclose this Agreement in, and as an exhibit to, its public disclosure documents, if on the advice of legal council it would be required to do so.

  1. General
  2. Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, acts of terrorism, earthquake, flood, embargo, riot sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of Contractor), provided that the delayed party (a) gives the other party prompt notice of such cause and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
  3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.
  4. Severability. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.
  5. Assignment. Customer may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Customer may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Contractor, and any attempted assignment or delegation without such consent will be void. Contractor may assign this Agreement in whole or part without Customers consent. Contractor also may delegate the performance of Service(s) to third parties, including Contractor’s wholly owned subsidiaries, provided Contractor remains responsible to Customer for the delivery of such Service(s). This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
  6. Relationship. Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between the parties, and Contractor will be considered an independent contractor when performing any services under this Agreement.
  7. No Third Party Beneficiaries. Contractor and Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer.
  8. Cooperation. Customer acknowledges that its timely provision of and access to, assistance, cooperation, complete and accurate information and data from its officers, agents, and employees (collectively “Cooperation”) are essential to perform the Services, and that Contractor shall not be liable for any deficiency in performing Services if such deficiency results in Customer’s failure to provide reasonable Cooperation.
  9. Non-Solicitation. During the term of this Agreement and for a period of one year after termination of this Agreement, each party agrees that it will not directly or indirectly, solicit or attempt to solicit (except through general employment advertising) for employment any persons employed by the other party.
  10. Counterparts. This Agreement may be signed in counterparts, including but not limited to via facsimile, each of which shall be deemed to be an original, but all of which shall constitute the same instrument.
  11. Entire Agreement. This Agreement and any Exhibits attached and related hereto constitute the entire agreement between the parties as of the Effective Date and may only be modified by an instrument in writing signed by both parties. This Agreement cancels and supersedes any and all prior proposals (oral or written), understandings, representations, conditions, warranties, covenants and other communications between the parties, which relate to the subject matter of this Agreement.

Exhibit A: Usage Policies

These policies describe how various functions of the Microsoft Office Enterprise Project Management (EPM) Solution hosted by Contractor should be used. They may be modified by Contractor from time to time and posted on the EPM Portal given to Customer as part of the Deployment.

Maintenance Windows. There is a scheduled maintenance window every day between 2am and 4am. This window will only be used when it is necessary for maintenance activities. Contractor and a customer administrator may jointly schedule additional maintenance windows from time to time and send an email notification to users. The EPM environment should not be used during any of the maintenance windows.

Printing. Printing from Project Web Access (PWA) invokes a local printer driver on the user’s PC in the same way as any other application, so there should be no printing issues related to the fact that the deployment is hosted. Printing from Project Professional uses remote desktop technology that requires the server to “map” the printers on the user’s local PC. In most cases, this printer “mapping” works seamlessly, but occasionally there are difficulties due to a printer driver on a user’s PC that does not have a counterpart on the server. Policies for printing from Project Professional are:

  • All printer drivers that ship with Windows 2003 are supported. Windows 2003 ships with drivers for thousands of printers. A list of these natively supported printers is available at
  • Additional printers may be mapped to generic drivers. If printing does not work at first, an email should be sent to . The email should include the user’s username and the date and time that printing was attempted. Contractor will map the non-performing local printer to an existing generic Windows 2003 driver. This approach often solves the problem.
  • Some additional printer drivers may be installed upon request. If generic driver mapping does not work, the user can send a copy of the local driver to . Contractor will test the driver to ensure that it does not conflict with other drivers. If there is no conflict, Contractor will install the new driver on the server.

Saving files. Project plans and SharePoint documents are saved by default into SQL server databases. Using the Transfer folder on the EPM Portal that will be supplied by Contractor, users may also use a two-step process to save files onto drives on their local PC. The Transfer folder is a temporary folder that is not backed up and its contents are erased periodically during maintenance windows. Users should not use the Transfer folder for long-term storage, just for file transfers. On the server, files should only be stored into Project databases by publishing projects or into SharePoint databases using Project Web Access.

Building OLAP cubes. By default, OLAP cubes are built weekly on Saturday evenings, using information from the most recent 12 months. If you require other arrangements for building OLAP cubes, please email

Requests to restore from backup. Requests for restores should be made by sending an email to

Exhibit B: Fees

Customer will be charged fees according to the table below:

Description / Fee
Registration and Setup Fee (One time) / $15,000
VePM Project Server User (1 – 24 users) / $65/month per named user
VePM Project Server User (25 – 99 users) / $55/month per named user
VePM Project Server User (100+ users) / $45/month per named user
1 GB Additional Storage / $35/month

Exhibit C: Service Level Agreement

Contractor will provide support to Customer in resolving issues relating to their Microsoft Office Project Server 2007 system. This support will cover reviewing application functionality, addressing issues of general application usage, identification of root causes of any known problems, recommending fixes, workarounds and solutions to the reported problems and configuring the system to resolve issues.