Common use of System Availability Calculation Clause in Contracts

System Availability Calculation. a) Netsmart will calculate System Availability as set forth below for each month during the Term of this Netsmart Contract Addendum. b) System Availability will be calculated as follows(and will be rounded to up to the next one tenth of a percentage point): System Availability= [(Base Time - Unscheduled Downtime) /(Base Time) ] x 100 "Base Time" equals the product of the number of days in the applicable month times 24 hours times 60 minutes. "Unscheduled Downtime" equals the time(in minutes) during which the Production System is not operational (excluding "Scheduled Downtime") from Netsmart's hosting facility internet connection based on the measuring methodology documented below. "Scheduled Downtime" equals the aggregate total of all minutes of planned and scheduled maintenance performed during the month to perform any necessary hardware, operating system, network, database, application software maintenance, repair, upgrades, and updates. Netsmart will work with Client to determine and use commercially reasonable efforts to Schedule Downtime after regular business hours, during times that minimize the disruption to operations. The amount of scheduled downtime may vary from month to month depending on the level of change to the system such as the project implementation phase, adding new products, upgrading products, etc. c) Client is permitted to audit the Unscheduled Downtime based on the methodology established below. Netsmart agrees to cooperate with Client in connection with any audit of the Unscheduled Downtime. This audit must take place within 30 days of the month end. d) Netsmart recommends that Client implement, on a timely basis, the Service Packages that will be provided to Client by Netsmart on a periodic basis. Netsmart will advise Client on Service Packages that may enhance performance and availability and will advise Client of the advantages of implementing the Service Packages as well as the implication of electing not to implement the Service Packages. Netsmart will perform the technical requirements needed for Client to use the Service Packages that Client elects to implement, at no additional charge and as part of the recurring SaaS fees. Client and Netsmart will work together to establish a mutually agreeable implementation schedule for the Service Packages. Upon notice to Client that the System's performance and availability will be adversely affected if Client elects not to implement a Service Package, Client will waive any credits set forth above, until such time as Client performs its obligations as necessary to implement the required Service Packages. NTST Master Agreement - Saas - U November 2016 v I Page 14 of26 " �-Netsmart e) Client must allow Netsmart to implement the latest Netsmart supported layered software version (i.e. OS, DBMS, etc.) and patches within six (6) months ofthe general support announcement from Netsmart. Netsmart will advise Client regarding the layered software enhancements as well as the implications ofelecting not to implement the layered software enhancements. Netsmart will perform the technical requirements needed for Client to use the layered software enhancements that Client elects to implement as part ofthe Service fees. Client and Netsmart will work together to establish an implementation schedule for the layered software enhancements. IfNetsmart provides notice to Client that the System's performance and availability will be adversely affected ifClient elects not to implement the layered software enhancements, Client waives its right to any credits set forth above until Client implements the required layered software enhancements. f) IfClient is operating beyond the Scope ofUse limits, Client waives its right to any credits set forth above until Client is in compliance with Scope ofUse. g) The System will be considered in a System Stabilization Period during the seventy-two (72) hour window following the First Productive Use and following a Major System Change. During a System Stabilization Period, changes to the System may be required to achieve optimal performance and Unscheduled Downtime or Scheduled Downtime minutes do not apply.

System Availability Calculation. a) a. Netsmart will calculate System Availability as set forth below for each month during the Term of this Netsmart Contract AddendumTerm. b) b. System Availability will be calculated as follows(and follows (and will be rounded to up to the next one tenth of a percentage point): System Availability= [(Base Time - Unscheduled Downtime) /(Base Time) ] x 100 "Base Time" equals the product of the number of days in the applicable month times 24 hours times 60 minutes. "Unscheduled Downtime" equals the time(in minutes) during which the Production System is not operational (excluding "Scheduled Downtime") from Netsmart's hosting facility internet connection based on the measuring methodology documented below. "Scheduled Downtime" equals the aggregate total of all minutes of planned and scheduled maintenance performed during the month to perform any necessary hardware, operating system, network, database, application software maintenance, repair, upgrades, and updates. Netsmart will work with Client to determine and use commercially reasonable efforts to Schedule Downtime after regular business hours, during times that minimize the disruption to operations. The amount of scheduled downtime may vary from month to month depending on the level of change to the system such as the project implementation phase, adding new products, upgrading products, etc.): c) c. Client is permitted to audit the Unscheduled Downtime based on the methodology established below. Netsmart agrees to cooperate with Client in connection with any audit of the Unscheduled Downtime. This audit must take place within 30 days of the month end. d) d. Netsmart recommends that Client implement, on a timely basis, the Service Packages that will be provided to Client by Netsmart on a periodic basis. Netsmart will advise Client on Service Packages that may enhance performance and availability and will advise Client of the advantages of implementing the Service Packages as well as the implication of electing not to implement the Service Packages. Netsmart will perform the technical requirements needed for Client to use the Service Packages that Client elects to implement, at no additional charge and as part of the recurring SaaS SaaS/Hosting fees. Client and Netsmart will work together to establish a mutually agreeable implementation schedule for the Service Packages. Upon notice to Client that the System's system’s performance and availability will be adversely affected if Client elects not to implement a Service Package, Client will waive any credits set forth above, until such time as Client performs its obligations as necessary to implement the required Service Packages. NTST Master Agreement - Saas - U November 2016 v I Page 14 of26 " �-Netsmart. e) e. Client must allow Netsmart to implement the latest Netsmart supported layered software version (i.e. OS, DBMS, etc.) and patches within six (6) months ofthe of the general support announcement from Netsmart. Netsmart will advise Client regarding the layered software enhancements as well as the implications ofelecting of electing not to implement the layered software enhancements. Netsmart will perform the technical requirements needed for Client to use the layered software enhancements that Client elects to implement as part ofthe Service of the fees. Client and Netsmart will work together to establish an implementation schedule for the layered software enhancements. IfNetsmart If Netsmart provides notice to Client that the System's system’s performance and availability will be adversely affected ifClient if Client elects not to implement the layered software enhancements, Client waives its right to any credits set forth above until Client implements the required layered software enhancements. f) IfClient f. If Client is operating beyond the Scope ofUse of Use limits, Client waives its right to any credits set forth above until Client is in compliance with Scope ofUseof Use. g) The System will be considered in a System Stabilization Period during the seventy-two (72) hour window following the First Productive Use and following a Major System Change. g. During a System Stabilization Period, changes to the System may be required to achieve optimal performance and Unscheduled Downtime or Scheduled Downtime minutes do not apply.