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(1) When requested by Licensee during the term of this Agreement, the <br />parties will in good faith negotiate and develop a Scope of Work document ( "SOW') <br />which, upon signing, will be attached to and incorporated to this Agreement by reference. <br />The following provisions will govern SOWS generally: <br />a. Term. In the absence of an express provision for the duration or <br />early termination of a SOW, each SOW will be terminable in accordance with the <br />provisions of this Agreement. <br />b. Payment. SOWs may specify their own payment terms but should <br />be based on the rates specified in Schedule D. In addition to Time and Materials <br />(T &M), payment terms may be lump sum, periodic payment, payment against <br />performance milestones, or a fixed price. If not specified, payment terms shall be <br />T &M. As described above, VIP Professional Service hours may be used to fund <br />SOWS. <br />c. Content. SOWS will include written specifications for the work to <br />be performed such as engagement goals and objective, requirements, time frame, <br />resources, estimated hours and / or cost, and any other information that helps <br />define the scope of the engagement. The content of the SOW will be flexible <br />based on the type and size of the engagement. <br />d. Costs of Negotiating. Each party will bear its respective costs <br />relating to the negotiation of each SOW. <br />e. Other. Each SOW may contain such additional terms and <br />conditions as may be mutually agreed to by the parties. <br />(2) Installation and Testing. All computer software programs developed or <br />provided pursuant to any SOW will be subject to Acceptance pursuant to the Acceptance <br />procedures and practices described in Section 2.1) of this Agreement. If any software <br />developed by Laserfiche pursuant to any SOW is not accepted, or if Licensee decides to <br />terminate Services of the SOW before Acceptance of the completed work, Licensee may <br />terminate the SOW without obligation to compensate Laserfiche for Services not yet <br />provided as of the effective date of termination unless the SOW provides for different <br />payment terms on termination. However, Licensee will nevertheless compensate <br />Laserfiche for its Services provided prior to the effective date of termination, based on <br />time and materials consistent with the rates agreed upon in the attached Schedules. Upon <br />Acceptance of the Laserfiche Software or Acceptance of the Services, all fees for the <br />Services furnished before such Acceptance will be final and non - refundable. <br />E. Recruitment <br />During the term of this Agreement and for six months thereafter, and except as limited by <br />applicable law, Laserfiche and Licensee agree not to recruit, hire of subcontract with the <br />employees or full -time consultants (or who were formerly employed or full -time consultants in <br />the previous six months) of the other party unless written permission is obtained from the other <br />party. If a party breaches this Section, the breaching party will, within ten days of such breach, <br />Laserfiche Enterprise Software License and <br />Professional Services Agreement <br />25E -9 <br />Page 7 <br />