Professional Services Terms and Conditions

Professional Services Terms and Conditions

INTRODUCTION

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 DDFU entity set forth on the applicable Order Documentation (“DDFU” 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 DDFU 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.

1. SCOPE

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 DDFU 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 DDFU. The specific scheduling of any milestones or any activity set forth in an applicable Schedule shall be completed via email between You and DDFU. You acknowledge and agree that Your request to schedule any milestone or activity shall be made in writing to DDFU 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. DDFU shall not be liable for any delays or inability to complete the Professional Services to the extent caused by Your non-compliance. Furthermore, DDFU shall not be liable for any delays caused by time needed to review Your policies, or non-performance to the extent caused by DDFU 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 DDFU to perform the Professional Services are in the sole discretion and control of DDFU. DDFU may make use of subcontractors to perform any of its obligations under this Agreement, but DDFU will remain responsible for the performance of its subcontractors.

2. ACCEPTANCE

Upon completion of the Professional Services by DDFU, 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.

3. FEES

You are responsible for paying DDFU or a third party authorized by DDFU 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) DDFU 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 DDFU for reasonable costs of travel and associated expenses (a) directly as set forth in an invoice from DDFU 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 DDFU are due within forty-five (45) days of date of invoice. DDFU 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 DDFU. 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 DDFU, 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 DDFU’s costs of collection of overdue fees, including reasonable attorneys’ fees.

4. CHANGE MANAGEMENT

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), DDFU may issue a CO (“DDFU CO”) that may include additional fees, schedule or milestone changes, or other material modifications as required by DDFU in its sole discretion to complete the Professional Services. If You do not agree to the DDFU CO, then DDFU may terminate this Agreement without liability.

5. YOUR DATA

You shall implement and maintain adequate policies and procedures and physical and technical barriers restricting DDFU’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 DDFU 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 DDFU with copies of Your applicable data security policy and any other policies with which DDFU may be required to comply in the performance of the Professional Services. Where DDFU cannot or will not comply with any policy in part or in its entirety, DDFU may terminate this Agreement without liability within thirty (30) days of receipt of such policies by DDFU.

6. TERM AND TERMINATION

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.

7. CONFIDENTIAL INFORMATION

“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.

8. INTELLECTUAL PROPERTY OWNERSHIP

DDFU 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 DDFU, 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. DDFU 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 DDFU reports, comments, suggestions or ideas relating the Professional Services (“Feedback”). DDFU shall have no obligation to incorporate Feedback into the Professional Services, and You shall have no obligation to provide Feedback. DDFU 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 DDFU 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 DDFU 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.

9. FORCE MAJEURE

DDFU 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 DDFU’s control. At times, the action or inaction of parties or systems not controlled by DDFU or other events beyond DDFU’s control can impair, disrupt, or delay DDFU’s ability to provide the Professional Services to You. Notwithstanding anything to the contrary in this Agreement, DDFU disclaims, and You shall not hold DDFU 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 DDFU.

10. NOTICE

Except as otherwise specified in this Agreement, all notices sent to DDFU 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: DDFU, Jan Skopovy, Castkova 689/74, 326 00 Plzen, CR, EU, Attention: Legal Department with a copy of the notice sent to DDFU via e-mail at legal@ddfu.org. By providing Your email address to DDFU or a Reseller, You agree to receive all required notices from DDFU electronically to that email address. Such notices are effective upon being sent to the email address. It is Your responsibility to notify DDFU 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.

11. GENERAL PROVISIONS

DDFU 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 DDFU for breach of the foregoing warranty shall be for DDFU to re-perform the non-conforming portion of the Professional Services. Except as expressly stated above, the Professional Services are provided “AS IS” and DDFU 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 DDFU 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 DDFU has been advised of the possibility of such damages. DDFU’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 DDFU 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 DDFU and its affiliates directors, officers, and employees in connection with any actual or alleged claim(s) against DDFU 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: DDFU 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. DDFU 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, DDFU will:

Provide a pre-installation checklist which will be reviewed with You and the assigned DDFU 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

DDFU 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 (DDFU 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 DDFU 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 DDFU

Schedule B

Proof of Concept

Scope of Work: DDFU will provide a Proof of Concept (“POC”) in Your environment to validate the efficacy of DDFU software for migrations or disaster recovery for You. DDFU will install the current version of DDFU software on POC servers and assist, configure, and tune DDFU 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, DDFU will:

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

DDFU Responsibilities: DDFU, 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
DDFU 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 DDFU

Schedule C

Carbonite Migration Support: Hourly

Scope of Work: DDFU 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 DDFU 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. DDFU will not provide ad-hoc on-demand support for the DDFU products under this schedule.

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

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

Use of DDFU 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 DDFU 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 DDFU software for discovery or dependency mapping

Schedule D

Migration as a Service: Based on Number of Servers

Scope of Work: DDFU will migrate the number of Your standalone servers set forth in the Order Documentation to a new environment identified by You. DDFU 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, DDFU will:

Provide a pre-installation checklist which will be reviewed with You and the assigned DDFU 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 DDFU:

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 DDFU
Build/configure all target servers required for the migration, if applicable
Conduct all server discovery and migration wave planning (DDFU 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 DDFU 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
DDFU 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 DDFU
Custom documentation created by DDFU

Schedule E

Carbonite Migrate Advanced Technical Specialist

Scope of Work: DDFU will provide private instructor-led training sessions on DDFU 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 DDFU

Schedule F

Carbonite HA/DR Quick Start: Custom

Scope of Work: DDFU 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, DDFU 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, DDFU will:

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

DDFU 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 DDFU 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 DDFU
Full circle testing or restoration of data by DDFU

Schedule G

Carbonite HA/DR Project Support: Hourly

Scope of Work: DDFU 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. DDFU will provide You with the services for the number of hours specified in the Order Documentation. An DDFU 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. DDFU will not provide ad-hoc on-demand support for the DDFU 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, DDFU will:

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

Use of DDFU 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 DDFU software
Provide testing, cutover, or on-call assistance
Assist with support calls

Your Responsibilities:

Provide DDFU 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 DDFU 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
DDFU 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 DDFU

Schedule H

Windows Cluster Migration: Custom Nodes, No License

Scope of Work: DDFU 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. DDFU 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. DDFU will not perform any test migrations under this Schedule.

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

Provide a pre-installation checklist, which will be reviewed with You and an DDFU engineer
Provide DDFU 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

DDFU 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 DDFU 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 DDFU 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 (DDFU 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 DDFU 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

Professional Services Terms and Conditions

Company

Services

Contract customers

Legal