Exhibit 10.8
Service Level Agreement Level Three Application Support For Support Services in 2007 Version 1.0
Service Level Agreement
Between
Shaner
and
REX Energy
For
IT Consultation and Support Submitted to: Tom Stabley
CFO, REX Energy
Submitted by: Shaner
1965 Waddle Road
State College, PA 16803
April 10, 2007 Shaner Page 1 IT Consultative and Support Services Service Level Agreement For Support Services in 2007 Version 1.0
Purpose
The purpose of this Support Service Level Agreement (SLA) is to formalize an arrangement with Shaner Hotel Group Limited Partnership (" Shaner" ) and REX Energy Operating Corp. (" Rex Energy" ) to deliver specific support services, at specific levels of support, and at an agreed-upon cost. This document is intended to provide details of the provision of IT consultative and support services to REX Energy. This SLA will evolve over time, with additional knowledge of the client requirements, as well as the introduction of new applications and services into the support portfolio provided by REX Energy and documented as part of this agreement.
Scope of Agreement
The following services are provided in response to the request for support from REX Energy to Shaner in accordance with Shaner' s case management process. In addition, the documented services provided under this agreement are hereby authorized to be conducted as a time and material basis without prior approval from REX Energy. Changes to the scope of work can be enacted by REX Energy through communications of both parties and documented and agreed to by both parties as an addendum to the statement of work.
Services Provided Under This Agreement
The following services are provided in response to the transfer of trouble tickets for IT consultative and infrastructure support from REX Energy to Shaner or initiated by Shaner support staff on an as needed basis without a specific request from REX Energy: ullet
Corrective maintenance- Defined as activities associated with root-cause analysis and bug-fix isolation and resolution: ullet
Root-cause analysis- Analysis of the root causes of problems. Problems will be reviewed to determine their root causes, measures will be taken to correct the sources of the problems, and reports will be prepared and distributed in a timely fashion.
ullet
Bug fixes- Defined as the emergency repair of any system operation that does not comply with the current signed and approved system specification. This includes system errors, " hung" or halted screens, or unexpected results within the system that render it unusable for the purpose for which it was designed. ullet
Suggestion for outside help- Recommendation from Shaner that the problem encountered by Shaner in investigating the situation are beyond the expertise of Shaner and outside third parties should be engaged to deal with the issue.
Support Services Specifically Covered Under This Agreement
The following IT consultative and support services are provided under this agreement: TELECOMMUNICATIONS:
ullet
Maintenance and support of telephony equipment
ullet
Installation of new phone sets
ullet
Scheduling and liaison for IT outsourcing and carrier provider services ullet
Contract reviews, RFPs, and billing
ullet
Monitoring of system state
SYSTEMS ADMINISTRATION:
ullet
Maintenance and support of servers
ullet
Server environment issues(HVAC, electrical, security)
ullet
Management of service contracts
ullet
Software licensing review of information provided by Rex
ullet
Server security
April 10, 2007 Shaner Page 2 Service Level Agreement Level Three Application Support For Support Services in 2007 Version 1.0
ullet
Forecasting server growth
ullet
Systems integration and coordination with external IT service providers
NETWORK ADMINISTRATION:
ullet
Maintenance and Support
ullet
Outsource service management
ullet
Service contract renewals and negotiations
ullet
Network Security
ullet
Network performance and monitoring
DESKTOP SUPPORT:
ullet
Procurement of systems
ullet
Software licensing review of materials provided by Rex
ullet
Preventive maintenance and support
ullet
Root cause analysis and bug fixes(troubleshooting)
IT CONSULTATION:
ullet
Research and procurement of emerging and new technologies
ullet
Disaster recovery planning
ullet
Business continuity planning
ullet
Policy and procedures authoring
ullet
Regulatory compliance issues
Requests for Services NOT Covered Under This Agreement
This agreement does not cover the following requests. However, Shaner would be pleased to provide a separate statement of work in proposing services to address any of the following:
Adherence to Regulatory Compliance specific to REX Energy
Shaner will not be responsible or liable for any adherence to regulatory issues as they pertain to the IT infrastructure and computer systems of REX Energy. REX Energy can utilize the resources of this contract in an effort to meet their regulatory goals but cannot impose liability or negligence on Shaner. Shaner acts in a support service capacity to REX Energy, therefore cannot take responsibility.
Applications Development
Shaner can provide consultative services but will not provide development resources that may involve reporting, systems integration, or database development. Specific training
REX Energy will provide the training, and associated costs, for two Shaner support staff (a support prime and backup) in software specific to a single application prior to transition of a new application to the Shaner support team. Assistance with application usage
Advice about or education on how to use applications, including completing transactions, creating users within or for an application, or on the purpose of an application.
Services beyond the expertise of Shaner
The parties recognize that Shaner may not have the expertise to deal with all issues Rex Energy may need or desire if in the future concerning its IT system. Shaner will inform Rex Energy when such situation develops and upon receipt will help Rex obtain outside third party help and assistance with the issue.
April 10, 2007 Shaner Page 3 IT Consultative and Support Services Service Level Agreement For Support Services in 2007 Version 1.0
Applications Covered
This agreement is for services related to support requests concerning the production applications detailed in the Statement of Work.
Changes to Service Level Agreement
Termination of Agreement In the event that REX Energy or Shaner wishes to terminate this agreement, a 90-day written notice of intent to terminate must be delivered by REX Energy to Shaner or Shaner to Rex Energy.
Amendment to Agreement
Any amendment to the Terms and Conditions of this agreement would require the approval of REX Energy and Shaner management. The amendment of the agreement would take place through an addendum to this agreement. There will be an opportunity on a quarterly basis to make adjustments to this SLA. REX Energy and Shaner agree to work together to make changes at that time.
New Applications
New applications and versions implemented during the term of this agreement will become a part of this SLA through REX Energy' s notification and Shaner' s consent. REX Energy will be responsible for initiating and ensuring completion of the appropriate process. These applications will be incorporated into the inventory of applications supported in Appendix B of the Statement of Work. Changes to the inventory of applications supported will be reviewed on a regular basis, and if need be, changes to the SLA will follow the process described in the Amendment to Agreement section above.
Levels of Effort Levels of effort (LOE) to address problem tickets will be reviewed and adjusted accordingly for all new applications and versions/enhancements implemented, or applications decommissioned, during the term of this agreement. All changes will be conducted by Shaner and REX Energy representatives, with an addendum made to this agreement.
Renewal of Agreement
This agreement will be renegotiated by REX Energy and Shaner on an as needed basis. The contract will automatically renew monthly with a 90-day window for accepted changes to be implemented.
Processes and Procedures Related to This Agreement
Call Management Process
Shaner' s case management system (HelpStar) will be used by all support team levels to record and track all problem reports, inquires, or other types of calls received by support staff. This provides REX Energy with the ability to provide metrics with regard to this SLA. A special project que to track each REX Energy support request has been created in Shaner' s case management system.
SLA Funding Agreement
Billing for services provided under this agreement will be accomplished through direct billing to REX Energy under the terms and conditions of the appropriate Purchase Order raised for these services or unless oth ...
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