“Customer Content” means any and all data, text, pictures, sound, video, graphics, logos, icons, symbols, trademarks and other materials, including any Intellectual Property Rights related thereto, that are owned or licensed by Customer and provided by Customer to Company for use pursuant to this Professional Services Addendum.

“Deliverables” means any and all information and materials incorporated into the configuration and implementation materials delivered to Customer hereunder pursuant to the Professional Services requirements set forth in the Order Form, including, without limitation, any and all Customer Content, scripts or other configuration results in object and source code form (including, without limitation, subroutines, command structures, algorithms, processes, design and coding, menus, development tools and programming techniques, search engines and techniques, toolbars, Java applets and ActiveX controls). For purpose of clarity, Deliverables do not and shall not include the SaaS Services.

“Delivery Dates” means the dates on which the Deliverables are due to be delivered to Customer pursuant to an Order Form.



2.1. Applicability. This Professional Service Addendum shall solely apply to the provision of configuration or implementation services connected with the SaaS Services.

2.2.  Order Forms detailing Professional Services. Any and all Professional Services to be performed hereunder shall be authorized through the execution of an Order Form or an attachment to the Order Form including the following information: (a) a description of the Professional Services to be performed by Company; (b) the obligations of Customer in connection with such Professional Services, if any; (c) the commencement and completion dates of the Professional Services; (d) the Deliverables, if any, to be provided by Company and their corresponding Specifications and Delivery Dates; (e) the labor categories, labor rates and estimated charges or, where applicable, fixed-price fees for the Professional Services; (f) the names of the respective project manager(s) for each party; and (g) any additional information specific to such Order Form. Each Order Form shall be effective only upon execution by both parties and shall be deemed, upon its execution, to be incorporated into the Agreement.

2.3. Professional Services; Personnel. Subject to and in accordance with the terms and conditions of the Agreement Company shall exercise reasonable commercial effort to perform the Professional Services set forth in any Order Form and deliver to Customer the Deliverables according to the Specifications and Delivery Dates set forth therein. The personnel that Company assigns to perform the Professional Services shall be properly trained and qualified for the Professional Services such personnel are to perform hereunder, and shall perform such Professional Services in a professional and workmanlike manner in accordance with industry standards.

2.4. Delays. Should Customer fail to perform any of its obligations under this Professional Services Addendum, the Agreement and/or an Order Form, resulting in any cost increase or other compensatory damages which were reasonably foreseeable as a consequence of such failure, then Customer shall reimburse Company for any costs or expenses incurred by Company due to such failure, subject to Company’s obligation to use reasonable efforts to mitigate such costs or expenses. Any Company deadline that is affected by any Customer default shall be extended by an amount of time equal to the length of such failure plus an additional period of time, if reasonably necessary, to compensate for Customer’s default.

2.5. Professional Services-Related Obligations.

  1. Customer is solely responsible for the evaluation, selection, installation, implementation, compatibility, use and performance of and results obtained from any hardware, systems software, utility software, security software, telecommunications equipment or software and applications software used in connection with the Professional Services contemplated by this Professional Services Addendum unless (and only to the extent) otherwise expressly agreed in a particular Order Form. Except as expressly provided in a particular Order Form, Customer and/or the third party vendors of the software packages selected for use by the Customer are responsible for the installation, acceptance and performance of the selected software packages.
  2. Customer shall be responsible to provide to Company such information, guidance and assistance in a timely manner as is necessary for the successful and timely completion of the Professional Services.
  3. While on the Client’s premises, Company shall abide by the applicable written rules and regulations of the Client.



3.1. Acceptance. Unless the parties expressly agree to a shorter period, Customer shall have ten (10) business days from its receipt of any Deliverable under any Order Form to review and evaluate such Deliverable to determine whether the Deliverable meets, to Customer’s reasonable satisfaction, the requirements specific to the particular Deliverable as set forth in such Order Form (“Specified Review Period”). If no written rejection is given to Company by Customer within such Specified Review Period, such Deliverable shall be deemed accepted. If Customer does not accept such Deliverable, Customer shall provide Company with a list or description of the inadequacies, defects, deficiencies or other problems in the Deliverable that led to the rejection. Company shall have fifteen (15) days following Customer’s notice of rejection in which to correct any such problems in the Deliverable and to deliver a corrected Deliverable to Customer for its review and acceptance as set forth above, or such longer period of time as the parties may agree in writing (e-mail sufficient), where fifteen (15) days is not a reasonable amount of time to correct the applicable non-conformance. In the event Customer does not accept such corrected Deliverable, Customer may, in its sole discretion and in addition to any other available remedies, either (a) grant Company a further fifteen (15) days (or such longer period as Customer may, in its sole discretion, decide) in which to correct any problems in such Deliverable; or (b) deem Company’s failure to provide to Customer an acceptable Deliverable to be a default, and immediately terminate the Agreement and/or the applicable Order Form without further opportunity to cure. Customer acknowledges that acceptance reviews by Customer under this Section 3 taking more than ten (10) days may affect or reduce the ability of Company to deliver subsequent Deliverables in a timely manner and cause delays.

3.2. Change Management. Should, during the Term of an applicable Order Form, Customer desire Company to provide any additional services in the form of a modification or a change to the Professional Services arising from an Order Form, Company and Customer shall comply with the following:

  1. Submission of Request. Customer shall submit to Company in writing all requests by Customer for any such additional services which alter, amend, enhance, add to, or delete from the Professional Services and/or time and/or place of performance (hereinafter referred to as “Modification/Change Request” or “Request”).
  2. Acceptance Procedure. Company shall evaluate such Modification/Change Request at no additional charge to Customer as soon as possible, but not later than ten (10) working days following Company’s receipt of the Request. Company’s written response shall include a statement of availability of Company’s personnel and resources, the impact, if any, on the completion milestones and the change in costs, if any. Company in its sole discretion may refuse to accept the Modification/Change Request. Should Customer elect to authorize such Request, Customer will, as soon as possible but not later than ten (10) working days, authorize Company to perform the requested Modification/Change Request by returning a duly authorized copy of the Request to Company. Customer acknowledges that any delay or default by Customer, including, but not limited to delays caused by a Modification/Change Request may result in the lack of availability of Company personnel and resources and that such delay may affect the meeting of milestones set forth in the applicable Order Form.
  3. Performance. Upon such authorization by Customer of the Modification/Change Request, Company will commence performance in accordance with such Request immediately. Company shall not be obligated to perform any additional services in advance of written authorization from Customer.
  4. Binding Agreement. For the purposes of this Professional Services Addendum each Modification/Change Request duly authorized in writing by Customer and agreed to by Company shall be deemed incorporated into and part of the applicable Order Form and each such Request shall constitute a formal amendment to this Order Form adjusting the fees and milestone dates as finally agreed upon for each authorized Modification/Change Request. Except as otherwise expressly provided for herein, in no event shall the Professional Services be deemed altered, amended, enhanced, or otherwise modified except through written authorization by Customer of a Modification/Change Request and acceptance by Company, all in accordance with this Section.


3.3. Delays Caused by Customer. In response to a Modification/Change Request or any change or delay caused by Customer, the Specified Review Period, may upon mutual agreement of the parties, be shortened to a period no less than 2 hours. Should Customer fail to perform any of its obligations under the Agreement and/or an Order Form, resulting in any cost increase or other compensatory damages which were reasonably foreseeable as a consequence of such failure, then Customer shall reimburse Company for any costs or expenses incurred by Company due to such failure, subject to Company’s obligation to use reasonable efforts to mitigate such costs or expenses. Any Company deadline that is affected by any Customer default shall be extended by an amount of time equal to the length of such failure plus an additional period of time, if reasonably necessary, to compensate for Customer’s default.


4. Professional Services Expenses. In addition to any Fees due pursuant to the Order Form, Customer shall reimburse Company for reasonable out-of-pocket costs and expenses incurred in the course of Company’s performance of its obligations hereunder and approved in advance by Customer, in accordance with Customer’s general policies, as may be amended from time to time. Company shall provide Customer with an itemized list of all such expenses and supporting receipts with each invoice therefor.

5. Consequences of Termination of Professional Services. Promptly upon termination of the Agreement or any Order Form for any reason, (i) Company shall immediately cease performing the Professional Services; (ii) Company shall immediately cease using all Customer Proprietary Information in connection with the Professional Services, erase or destroy all such Customer Proprietary Information residing in any computer memory or data storage apparatus and, at Customer’s option, either destroy or return to Customer all such Proprietary Information in tangible form and all copies thereof; and (iii) Customer shall pay all undisputed amounts due for Professional Services performed, within thirty (30) days of receipt of notice of termination.


6.1. Customer Content.

  1. Customer and/or its licensors own all Intellectual Property Rights in the Customer Content and, except as expressly provided herein, nothing in the Agreement shall be deemed to grant to Company, directly or by implication, estoppel or otherwise, any right or license with respect thereto.
  2. Customer hereby grants to Company a worldwide, nonexclusive, nontransferable, nonsublicensable, royalty-free, fully paid-up right and license to use, reproduce, edit, adapt, translate, digitize, exhibit, publish, transmit, distribute, create derivative works based on and perform and display (publicly or otherwise) the Customer Content, whether in original or derivative form, for the sole purpose of performing its obligations hereunder.

6.2. SaaS Services. Customer acknowledges that some aspects of the functionality and access of the Deliverables and Professional Services may be tied to paid subscriptions to certain SaaS Services and Customer agrees that unless an Order Form purchasing a subscription to the SaaS Services has been executed and is in effect, it has no license to such SaaS Services.

7.  Additional Representations and Warranties

7.1. Customer Representations, Warranties and Covenants. In addition to any representations or warranties set forth in the Master Agreement, Customer also represents, warrants and covenants to Company that the Customer Content (and the exercise of the rights granted herein with respect thereto) do not and shall not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third party, and are not and shall not be defamatory or obscene nor violate any other law, rule, regulation or ordinance.

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