Supplemental Terms For Professional Services

1.   Supplemental Terms for Professional Services

Company will perform certain services relating to the installation, implementation and/or integration of Company Offerings (“Professional Services”) for Customer in accordance with the General Terms and Conditions of Sale (the “Agreement”) as supplemented by these Supplemental Terms for Professional Services ("Supplemental Professional Services Terms"). In the event of a conflict between these Supplemental Professional Services Terms and the Agreement, these Supplemental Professional Services Terms prevail. Capitalized terms not otherwise defined in these Supplemental Professional Services Terms have the meanings ascribed to them in the Agreement.

2.  Definitions

2.1.    “Deliverable” means work product and deliverables developed in the course of Company’s provision of the Professional Services.
2.2.    “Intellectual Property” or “IP” means inventions, discoveries and improvements, know how, technical data, copyrightable materials, copyrights, service marks, trademarks, trade names, drawings, specifications, process information, reports and documented information, computer software, patents, industrial designs, trade secrets, mask work registrations, and the like.
2.3.    “Statement of Work” or “SOW” means the Ordering Document executed by the parties that details the Professional Services Company will perform and includes details such as the hourly rate or fixed fee.
2.4.    “Validity Period” means the twelve (12) month period following the SOW Effective Date during which Customer must utilize all purchased block of time hours.

3.  Services. 

3.1.    General. Company agrees to perform the Professional Services as described in the applicable SOW.
3.2.    Customer Actions. Customer understands that Company’s performance is dependent in part on Customer’s actions. Accordingly, any dates or time periods relevant to performance by Company hereunder shall be appropriately and equitably extended to account for any delays resulting from changes to Customer’s IT infrastructure or any other delays due to Customer’s actions or inactions. 
3.3.    Modifications. No modifications to a Statement of Work will be made without the prior written approval of an authorized representative of Customer and Company. 
3.4.    Change of Milestones. If at any time Company anticipates that it will not reach any milestones or assignments within agreed or estimated timescales, Company will inform Customer and will submit proposed revisions to the timescales and milestones and the parties will discuss in good faith any necessary changes to the SOW. 
3.5.    Acceptance. Customer’s acceptance of the Services and/or any Deliverable(s) shall be based on the acceptance criteria as described in the applicable SOW or, if none are stated, upon Company’s completion of the Services and/or delivery of the Deliverable(s) specified in the SOW.
3.6.    Block of Time. If the Services are being performed under a Block of Time SOW, then Company shall keep a record of the number of hours used against the number of hours purchased by Customer. Upon request by Customer, Company shall provide a report of the hours used. Customer must utilize all purchased hours during the Validity Period. Upon expiration of the Validity Period, Customer may no longer utilize any unused hours. If Customer wishes to engage Company’s services after the Validity Period has expired, Customer must purchase additional hours under a new Ordering Document.

4.  Ownership of intellectual property and work product

4.1.    Ownership.  (a) all IP conceived, originated, created or first reduced to practice by or for Company prior to the effective date of the applicable SOW; (b) all IP developed, conceived, obtained or acquired independently of the SOW; and (c) any IP relating to the Company Offerings or Company’s Confidential Information (“Company Background IP”) shall remain the property of Company. Further, all Deliverables, including without limitation any modifications to, additions to, updates to or improvements on Company Background IP shall remain the property of Company. Any such Deliverables that consists of Company’s software shall be deemed licensed to Customer under the terms and conditions of the Agreement and Supplemental Terms for Licensed Products.
4.2.    Newly Created IP. All new IP created pursuant to an applicable SOW (“Foreground IP”) shall be owned by Company.
4.3.    Customer IP. All IP conceived, originated created or first reduced to practice by or for Customer prior to the effective date of the applicable SOW and all IP developed, conceived, obtained or acquired by Customer independently of the applicable SOW (“Customer Background IP”) shall remain the property of Customer.
4.4.    No Transfer of Rights. Customer acknowledges and agrees that, except as provided above, no right, title or interest whatsoever (express or implied) in or to any IP, documentation, ideas, concepts, know how, data processing or other techniques used or developed by Company personnel (either alone or jointly with the Customer) in connection with the performance of the Professional Services hereunder is transferred or granted by Company to Customer.

5.  Warranty/Disclaimer

5.1.    Warranty. Lynx warrants that the Professional Services will be performed in a professional and workman-like manner in accordance with the Statement of Work. 
5.2.    Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 5.1 ABOVE, COMPANY PROVIDES THE PROFESSIONAL SERVICES “AS IS.” COMPANY DOES NOT WARRANT THE RESULTS OR THE PERFORMANCE OF THE PROFESSIONAL SERVICES ON ANY PROJECTS, EQUIPMENT OR APPLICATIONS NOT SUPPLIED BY COMPANY. COMPANY MAKES AND CUSTOMER RECEIVES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE; AND COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

6.  Non-Solicitation

Customer agrees that during the term of the applicable SOW, including extensions or modifications thereto, and for an additional twelve (12) months following the completion of such SOW, Customer shall not actively recruit, or solicit employees, or consultants of Company. This clause does not prohibit any employee or consultant from responding to or pursuing employment opportunities through normal media channels, i.e. newspapers, professional journals, websites, etc., as long as such action is not an attempt to circumvent the intent of this clause.