Professional Services Terms and Conditions

These Professional Services Terms and Conditions (“PS Terms”), together with any written order, quotation, or similar transactional document (“Order Documentation”) and applicable Schedules (collectively, the “Agreement”), govern the provision of services (the “Professional Services”) by the OpenText entity set forth on the applicable Order Documentation (“OT” or “We” or “Us”). In the event of a conflict between the terms of this Agreement, the Order Documentation will prevail over these PS Terms and applicable Schedules.

By accepting the Order Documentation referencing the PS Terms, You are entering into a legally binding contract with OT as of the date of the Order Documentation (the “Agreement Effective Date”) and You agree to be bound by and abide by the Agreement.  If You are entering into this Agreement on behalf of a legal entity, You represent and warrant that You have the authority to bind such entity, in which case the terms “You” and “Your” as used herein will refer and apply to such entity.

Schedules A through H attached hereto describe the scope of the Professional Services to be performed as a part of each Professional Services offering. The Order Documentation will specify the offering and Schedules applicable to You, which may include two or more schedules. Any Schedules not mentioned in the Order Documentation shall have no effect on the Professional Services provided to You.

You and OT shall cooperate in good faith to complete the Professional Services in a timely and professional manner. You acknowledge and agree that any timelines provided for the completion of the Professional Services in the Order Documentation are a non-binding estimate by OT. The specific scheduling of any milestones or any activity set forth in an applicable Schedule shall be completed via email between You and OT. You acknowledge and agree that Your request to schedule any milestone or activity shall be made in writing to OT not less than fourteen (14) days prior to the requested date. You acknowledge that Your failure to adhere to Schedules or perform Your Responsibilities (as set forth in the applicable Schedule below), failure to provide timely access to facilities, equipment, technology, or failure to provide complete and accurate information may delay completion of the Professional Services. OT shall not be liable for any delays or inability to complete the Professional Services to the extent caused by Your non-compliance.  Furthermore, OT shall not be liable for any delays caused by time needed to review Your policies, or non-performance to the extent caused by OT inability to comply with any such policies.

All Professional Services are to be completed remotely unless otherwise agreed in writing. The manner and means used by OT to perform the Professional Services are in the sole discretion and control of OT. OT may make use of subcontractors to perform any of its obligations under this Agreement, but OT will remain responsible for the performance of its subcontractors.

Upon completion of the Professional Services by OT, You shall have three (3) days to reject the Professional Services, before the Professional Services shall be deemed accepted by You. If You reject the Professional Services, the parties shall mutually attempt to resolve Your concerns in good faith.

You are responsible for paying OT or a third party authorized by OT to resell the Professional Services to You (a “Reseller”), as applicable, the fees for performance of the Professional Services without setoff or deduction. Unless otherwise stated in the Order Documentation: (a) OT or a Reseller, as applicable, will invoice You in advance for the fees for the Professional Services; and (b) all fees are guaranteed and non-refundable. If the Professional Services are performed onsite, You shall be required to reimburse OT for reasonable costs of travel and associated expenses (a) directly as set forth in an invoice from OT or (b) through payment to a Reseller from whom You purchased the Professional Services. Unless otherwise stated in the Order Documentation, all payments made directly to OT are due within forty-five (45) days of date of invoice. OT reserves the right to suspend or terminate the Professional Services for late or nonpayment including, but not limited to, an instance where you have paid a Reseller for the Professional Services, but the Reseller has not remitted payment to OT. Any such suspension or termination will not relieve You of Your obligation to pay the fees under the Agreement. You acknowledge and agree that the fees provided in the Order Documentation are subject to change where required by operation of the change management process and any additional fees incurred are payable per this section upon issuance of a CO (as defined in Section 4 (Change Management) below). When You purchase the Professional Services directly from OT, any portion of the fees not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid, and You shall bear all of OT’s costs of collection of overdue fees, including reasonable attorneys’ fees. 

After the Agreement Effective Date, any proposed changes to the Professional Services will require a mutually executed, written change order (“CO”). The CO will describe the change requested, the rationale for the requested change, and the effect the change will have on the Professional Services, including any modifications to scheduled milestones or activities. Notwithstanding the foregoing and if You fail to meet the Assumptions or Your Responsibilities (as set forth in the applicable Schedule), OT may issue a CO (“OT CO”) that may include additional fees, schedule or milestone changes, or other material modifications as required by OT in its sole discretion to complete the Professional Services. If You do not agree to the OT CO, then OT may terminate this Agreement without liability. 

You shall implement and maintain adequate policies and procedures and physical and technical barriers restricting OT’s access to Your data (“Your Data”) beyond that which is necessary to perform the Professional Services. You represent and warrant that any access to Your Data provided by You to OT pursuant to this Agreement shall be given in accordance and compliance with all applicable laws and regulations, including data privacy laws and regulations including more specifically the EU General Data Protection Regulation. No later than seven (7) days after the Agreement Effective Date, You shall provide OT with copies of Your applicable data security policy and any other policies with which OT may be required to comply in the performance of the Professional Services. Where OT cannot or will not comply with any policy in part or in its entirety, OT may terminate this Agreement without liability within thirty (30) days of receipt of such policies by OT. 

The Agreement commences upon the Agreement Effective Date and shall terminate upon Your acceptance of the Professional Services pursuant to Section 2 (Acceptance). Notwithstanding the foregoing and where this Agreement includes Schedules C, E, and/or G, the Agreement will automatically terminate on the one-year anniversary of the Agreement Effective Date and such Schedules are not subject to Your acceptance of the Professional Services. Any hours of Professional Services not utilized by You upon termination of this Agreement expire at that time and no refund or compensation will be provided to You for your failure to utilize those hours.

“Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) which: (a) is marked as confidential or proprietary by the Disclosing Party; or (b) the Receiving Party should reasonably understand to be confidential.Each Disclosing Party may disclose to the Receiving Party Confidential Information pursuant to the Agreement.  Each Receiving Party agrees, for the term of the Agreement and for three (3) years after such term, to hold Disclosing Party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (other than to affiliates and to professional advisers who are bound by appropriate written obligations of confidentiality) unless authorized to do so by Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder.  Each Receiving Party agrees to take reasonable steps to protect Disclosing Party’s Confidential Information from being disclosed, distributed, or used in violation of the provisions of this Section 7.  The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that: (i) is or becomes a part of the public domain through no act or omission of Receiving Party; (ii) was in Receiving Party’s lawful possession without confidentiality obligation prior to the disclosure and had not been obtained by Receiving Party either directly or indirectly from Disclosing Party; (iii) is lawfully disclosed to Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by Receiving Party or its employees or agents without use of Disclosing Party’s Confidential Information; or (v) is required to be disclosed by Receiving Party as a matter of law or by order of a court or by a regulatory body, provided that Receiving Party promptly notifies Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to contest such disclosure requirement and/or seek a protective order or waive compliance with this Section 7.  Each Receiving Party is responsible for any actions of its affiliates, employees, and agents in breach of this Section 7. 

OT and its licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Professional Services (including any and all software used to provide the Professional Services and all graphics, user interfaces, logos, and trademarks arising in the provision of Professional Services), any documentation provided by OT, and any data arising from the Professional Services distinct from Your Data, including all derivative works of each of the foregoing, and all rights (including goodwill and common law rights) under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights to each of the foregoing (“Intellectual Property Rights”). This Agreement does not grant You any Intellectual Property Rights in or any license to the Professional Services or any of its components or documentation, except to the limited extent that this Agreement specifically sets forth such rights.  OT and its licensors reserve all rights not expressly granted to You in this Agreement.

In the course of receiving the Professional Services, You may provide OT reports, comments, suggestions or ideas relating the Professional Services (“Feedback”). OT shall have no obligation to incorporate Feedback into the Professional Services, and You shall have no obligation to provide Feedback. OT shall have no obligation to treat such Feedback as Your Confidential Information or trade secret information. You, on behalf of Yourself and Your successors-in-interest, grant to OT a world-wide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to use, profit from, disclose, or publish, any Feedback. Without limiting the generality of the foregoing, You agree that Your provision of Feedback does not give You any intellectual property or any other right, title, or interest in or to any aspects of the Professional Services, even if such Feedback leads OT to create new Professional Services. No representations, warranties, or indemnities as may be granted by either party to the other under this Agreement shall apply to Feedback. 

OT does not control access to Your Data or environment. Rather, such access depends in large part on the performance of internet services and technology provided or controlled by third parties and the public internet infrastructure, as well as on other events beyond OT’s control.  At times, the action or inaction of parties or systems not controlled by OT or other events beyond OT’s control can impair, disrupt, or delay OT’s ability to provide the Professional Services to You.  Notwithstanding anything to the contrary in this Agreement, OT disclaims, and You shall not hold OT responsible for, any and all liability resulting from or related to such actions or events, including (without limitation) acts of God, acts of governmental authority, unavailability of third-party communication facilities or energy sources, fires, transportation delays, or any cause beyond the reasonable control of OT. 

Except as otherwise specified in this Agreement, all notices sent to OT are required to be in writing and are considered effective five (5) days after mailing, when sent via certified mail, return receipt requested and postage prepaid to: 385 Interlocken Crescent, Suite 800, Broomfield, Colorado 80021, Attention: Legal Department with a copy of the notice sent to OT via e-mail at smbclegal@opentext.com. By providing Your email address to OT or a Reseller, You agree to receive all required notices from OT electronically to that email address.  Such notices are effective upon being sent to the email address.  It is Your responsibility to notify OT or the applicable Reseller of any change to Your email address.  Notices are also effective to You five (5) days after mailing, when sent via certified mail, return receipt requested and postage prepaid to Your address on any Order Documentation. 

OT warrants that it will perform the Professional Services in a professional and workmanlike manner, consistent with industry standards. Your sole remedy and the sole obligation of OT for breach of the foregoing warranty shall be for OT to re-perform the non-conforming portion of the Professional Services. Except as expressly stated above, the Professional Services are provided “AS IS” and OT expressly disclaims any and all other warranties and representations, express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. In no event will OT be liable to You for any special, incidental, punitive or consequential, damages including but not limited to, any lost profits, loss of use, loss of data, or loss of goodwill arising out of or in connection with this Agreement, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort (including negligence) or otherwise, and whether or not OT has been advised of the possibility of such damages. OT’s total cumulative liability to You in connection with the Agreement and the Professional Services provided hereunder will be limited to the payments actually received from You under the applicable Order Documentation and is not cumulative with any other payments received by OT from You. The Agreement shall be governed, construed, and enforced in accordance with the laws of Delaware.

You will at Your own expense, defend, hold harmless and indemnify OT and its affiliates directors, officers, and employees in connection with any actual or alleged claim(s) against OT brought by a third party to the extent that the action is based upon (i) Your use of the Professional Services, or (ii) Your acts or omissions. No provision of this Agreement is intended to or shall be construed to confer upon or give to any third party any rights, remedies, or other benefits under this Agreement. This Agreement represents the entire agreement of the parties, and supersedes any prior or current understandings, whether written or oral, with respect to the subject matter of this Agreement.  Any purchase order terms which purport to amend or modify terms of this Agreement, or which conflict with this Agreement, are void. 

Schedule A

Carbonite Migration Quick Start: Custom

Scope of Work: OT will provide technical assistance and knowledge transfer for the QuickStart installation of Carbonite Migrate on the number of source servers set forth in the Order Documentation in order to migrate and validate data replication from the source servers to standalone target servers. OT will install, configure, and tune Carbonite Migrate to migrate the source servers to a new environment utilizing the full server migration workflow and the standard migration checklist utilized and completed during each checkpoint of the migration. Migration cutovers consist of a one (1) time cutover.

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Secure a list of servers and their current configurations
• Review the prerequisites for source and target servers for migration
• Conduct a planning session with You where tasks/activities, schedules, roles and responsibilities for each party will be defined

OT Responsibilities:

• Review the Professional Services Pre-Installation Checklist
• Review Your server list for migration
• Review and create migration plans and timelines with You
• Validate target server configuration
• Install and configure Carbonite Migrate
• Create and validate migration jobs
• Complete the server migration cutovers per project plan
• Facilitate Solution Skills Transfer Session with You
• Assist in post migration tasks limited to basic server functionality to verify servers are online

Your Responsibilities:

• Build and configure all target servers and provision helper VMs (if applicable)
• Provide remote access to the environment for migration job setup and cutover
• Provide administrative access to the source and target servers or other administrative rights needed for the migration
• Provide all networking and isolation required for bubble testing of the servers (if required)
• Conduct all server discovery and migration wave planning (OT can provide a migration worksheet to assist with the migration planning if You have not already created a project plan)

Assumptions:

• Existence of remote access to the servers being migrated via VPN or another remote means
• Source servers have a supported OS version and disks of a supported volume type
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity between source and target servers
• IT and end-users are made available for all project phases
• Backup of all data is complete prior to commencing server migrations

Out of Scope:

• Migration of clusters
• Custom documentation created by OT
  
  

Schedule B

Proof of Concept

Scope of Work:  OT will provide a Proof of Concept (“POC”) in Your environment to validate the efficacy of OT software for migrations or disaster recovery for You. OT will install the current version of OT software on POC servers and assist, configure, and tune OT software for the POC.  The POC will cover scenarios for testing and validation, which may include a failover or migration but not a failback/revert process.  This POC will cover a migration from a SQL cluster to a standalone server, and then a full server migration of that new standalone server to Azure.

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist, which will be reviewed with You and the OT engineer
• Conduct a planning session with You where tasks/activities, schedules, roles, and responsibilities for each party will be defined

OT Responsibilities: OT, in consultation with the You, will schedule and perform all POC testing and validation. 

Acceptance Criteria for POC:

• Source server online up to the migration process
• Validate replication from source to target
• Review server hardware resource overhead to ensure no production impact
• Review bandwidth usage to validate minimal network impact
• Verify failover processes complete and are successful
• Verify application settings, folders, shares, and database consistency
• Verify server functionality, application availability, and server/registry settings (full server testing)
• Verify user connectivity to target server

Your Responsibilities:

• Build and provision all target servers
• Provide remote access and administrative login rights to source and target servers (can be controlled by You)

Assumptions:

• Only scenarios listed in the Order Documentation are tested for the POC
• No servers in the POC will have production connectivity or production data
• All servers tested in the POC are rebooted
• POC servers contain minimal data (less than 250 GB)
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers
• Provision of standalone servers in the new environment matches the source server’s OS version and drive letter layout
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• OT has system access, including necessary maintenance windows to systems, network, and applications.
• You have completed all related setup, configuration, and sizing on POC servers including AD and DNS

Out of Scope:

• Full server of Windows Failover Clustering
• Full circle failover/restore/failback testing
• Custom documentation created by OT

Schedule C

Carbonite Migration Support: Hourly

Scope of Work:  OT will assist with the installation, configuration, and tuning of Carbonite Availability or Carbonite Migrate to migrate Your servers for the number of hours specified in the Order Documentation.  An OT technical architect, project manager, or engineer will provide all such assistance. Hours may be used for remote sessions, onsite visits (if requested), or conference calls. OT will not provide ad-hoc on-demand support for the OT products under this schedule.

Planning and Discovery: Prior to commencing any work, OT will:

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Provide OT with a list of servers and their current configurations
• Review the prerequisites for source and target servers for migration

Use of OT Support Hours:

• Assist with planning and environment discovery
• Review pre-installation checklist
• Assist with POC migrations
• Review server list for pre-requisite compliance
• Validate Your server lists
• Provide report of server grouping and migration wave planning with Your assistance to determine the best timeline for a full migration plan
• Assist with a full migration plan to turn over to any designated third party
• Assist with installation and configuration of Carbonite Migrate or Carbonite Availability
• Support migration cutover or on-call assistance
• Assist with support calls if applicable

Your Responsibilities:

• Build and provision all target servers

Assumptions:

• Support hours are provided remotely
• Only standalone servers will be migrated
• Source and target servers are at the required and supported operating system level (and kernel if applicable) and properly installed with communications operational
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• Backup of all data is complete prior to commencing server migrations

Out of Scope:

• Migration of clusters
• Use of other OT software for discovery or dependency mapping

Schedule D

Migration as a Service: Based on Number of Servers 

Scope of Work:  OT will migrate the number of Your standalone servers set forth in the Order Documentation to a new environment identified by You. OT will provide, configure, and tune Carbonite Migrate to migrate the source servers to a new environment utilizing the full server migration workflow and the standard migration checklist utilized and completed during each checkpoint of the migration. Migration cutovers consist of a one (1) time cutover.

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Secure a list of source and target servers and their current configurations from You
• Review the prerequisites for source and target servers for migration

Tasks Managed by OT:

• Review the Professional Services Pre-Installation Checklist
• Review Your server list for migration
• Review and create migration plans and timelines with You
• Install and configure all helper VMs in Your environment for the migration (if applicable)
• Provide and configure Carbonite Migrate
• Create and validate migration jobs
• Complete server migration cutovers per project plan
• Assist in post migration tasks limited to basic server functionality to verify servers are online

Your Responsibilities:

• Provide remote access to the environment for migration job setup and cutover
• Provide administrative access to the source and target servers or other administrative rights requested by OT
• Build/configure all target servers required for the migration, if applicable
• Conduct all server discovery and migration wave planning (OT can provide a migration worksheet to assist with the migration planning if You have not already created a project plan prior to the Agreement Effective Date)
• Provide all networking and isolation required for bubble testing of the servers, if applicable

Assumptions:

• Source servers use a supported OS version and disks use a supported volume type
• Existence of remote access to the servers being migrated via VPN or another remote means
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Provision of standalone servers in the new environment matches the source server’s OS version and drive letter layout
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• OT has system access, including necessary maintenance windows to systems, network, and applications
• You have completed all related setup, configuration, and sizing on POC servers including AD and DNS

Out of Scope:

• Migration of clusters
• Knowledge transfer or training by OT
• Custom documentation created by OT

Schedule E

Carbonite Migrate Advanced Technical Specialist

Scope of Work:  OT will provide private instructor-led training sessions on OT products for Windows and Linux for the number of hours and for the number of participants in the Order Documentation. Any training sessions will be a minimum of four (4) hours (or counted as 4 hours against the total hours available where a training session is less than 4 hours in duration).

Your Responsibilities:

• Provide laptops and internet access for each individual trainee

Out of Scope:

• Custom documentation created by OT
  
  

Schedule F

Carbonite HA/DR Quick Start: Custom

Scope of Work:  OT will provide technical assistance and knowledge transfer for the QuickStart installation of Carbonite Availability on source servers to migrate data from source servers to target standalone servers as specified in the Order Documentation. Specifically, OT will:

• Install the current version of Carbonite Availability on Your specified servers
• Configure and tune Carbonite Availability to protect the standalone servers using the appropriate workflow
• Provide guidance that enables You to use the software in Your server environment without requiring You to procure additional Professional Services
• Review and provide the appropriate and available documentation including the software User’s Guide to You
• Review the failover and restore/failback process. No restoration of data is to be performed which is classified as ‘non-destructive’ testing
• Provide additional information related to testing during the Planning and Discovery phase with You

Planning and Discovery: Prior to commencing any work, OT will:  

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Conduct a planning session with You where tasks/activities, schedules, roles, and responsibilities for each party will be defined

OT Responsibilities:

• Review the Professional Services Pre-Installation Checklist
• Review Your supplied server list
• Validate target server configuration
• Install and configure Carbonite Availability
• Complete failover testing as described above
• Conduct a Solution Skills Transfer Session with You
• Provide You with a Support hand-off

Your Responsibilities:

• Build and provision all target servers or helper VMs
• Provide remote access and administrative login rights to source and target servers (can be controlled by You)

Assumptions:

• All Professional Services are provided remotely
• Appropriate applications are installed in the new environment
• Source servers have a supported OS version and disks have a supported volume type
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• IT and end-users are made available for all project phases

Out of Scope:

• Full server of Windows Failover Clustering
• Custom documentation creation by OT
• Full circle testing or restoration of data by OT

Schedule G

Carbonite HA/DR Project Support: Hourly

Scope of Work:  OT will provide technical assistance for a High Availability/Disaster Recovery project (“HA/DR”) performed by You or Your agents for the protection of standalone servers. OT will provide You with the services for the number of hours specified in the Order Documentation. An OT technical architect, project manager, or engineer will provide all hourly HA/DR assistance. Hours may be used during through remote sessions, onsite visits (if requested), or conference calls. OT will not provide ad-hoc on-demand support for the OT products under this Schedule. Any HA/DR on-call sessions will be a minimum of four (4) hours (or counted as 4 hours against the total hours available where such on-call session is less than 4 hours in duration).

Planning and Discovery: Prior to commencing any work, OT will: 

• Provide a pre-installation checklist which will be reviewed with You and the assigned OT engineer
• Conduct a planning session with You where tasks/activities, schedules, roles, and responsibilities for each party will be defined

Use of OT Support Hours:

• Review of pre-installation checklist
• Assist with POC testing
• Review of server list for pre-requisite compliance
• Validate Your server lists
• Assist with a full Disaster Recovery plan
• Assist with installation and configuration of OT software
• Provide testing, cutover, or on-call assistance
• Assist with support calls

Your Responsibilities:

• Provide OT with remote access to the environment
• Build and provision all target servers and applications, if applicable

Assumptions:

• Support Hours are provided remotely
• Source servers have a supported OS version and disks have a supported volume type
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• IT and end-users are made available for all project phases
• OT has system access, including necessary maintenance windows to systems, network, and applications
• You have completed all related setup, configuration, and sizing on POC servers including AD and DNS

Out of Scope:

• Custom documentation creation by OT

Schedule H

Windows Cluster Migration: Custom Nodes, No License

Scope of Work:  OT will migrate the number of two (2) node clusters set forth in the Order Documentation to a new physical or virtual server as requested by You. OT will install, configure, and tune Carbonite Migrate to migrate the source servers to a new environment utilizing the full server 1:1 migration workflow and the standard migration checklist for clusters utilized and completed during each checkpoint of the migration. Migration cutovers consist of a one (1) time cutover. OT will not perform any test migrations under this Schedule.

Planning and Discovery: Prior to commencing any work, OT will:

• Provide a pre-installation checklist, which will be reviewed with You and an OT engineer
• Provide OT with a list of clusters and their current configurations
• Review the pre-requisites for source and target clusters and provide the standard migration checklist for clusters to be filled out during the migration process

OT Responsibilities:

• Review the Professional Services Cluster Checklist and migration pre-requisites
• Review Your server list for migration and migration timelines
• Review the cluster migration workflow documents
• Validate target cluster to match the source cluster configuration, then dissolve the target cluster to prepare for migration
• Install and configure Carbonite Migrate
• Create and validate migration jobs
• Review and validate migration jobs at designed checkpoints before cutover
• Complete server migration cutovers per migration process document

Your Responsibilities:

• Provide remote access to the environment for migration job setup and cutover
• Provide OT administrative access to the source and target servers or other administrative rights as required
• Build/configure all target clusters as required for the migration as a base cluster with all disk types, drive letters and mount points created to match the source clusters
• Provide new IP addresses needed for the cluster nodes, cluster group, and any application groups if migrating to a new subnet
• Follow all instructions in the cluster migration document including complete all required pre-requisites provided by OT for the migrations (The cluster migration process has five (5) touch points and the next step in the process will not begin until all validation items from the previous touch point have been completed and documented).
• Provide information on any applications running on the cluster that require special consideration or additional steps to prepare that application for the migration process (e.g., an application that is connected via IP address vs server name)
• Conduct all server discovery and migration wave planning (OT can provide a migration worksheet to assist with the migration planning if You have not already created a project plan)

Assumptions:

• Source servers have a supported OS version and disks have a supported volume type
• Existence of remote access to the servers being migrated via VPN or another remote means
• Required operating system level installed on all source and target servers
• Operational communications on all source and target services
• Required .NET framework installed on all Windows servers (If not, it will be automatically installed by OT which may require a reboot)
• Required firewall ports for replication opened with bi-directionally functionality enabled
• Point to Point IP connectivity exists between source and target servers
• IT and end-users are made available for all project phases
• Backup of all data is complete prior to commencing server migrations

Out of Scope:

• Test failovers