COMPULINK MANAGEMENT CENTER, INC. DBA LASERFICHE 4 - 2014

Home Browse Search

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