These Professional Service Terms and the terms in Interana’s EULA set forth at www.interana.com/r/EULA shall govern the provision by Interana of certain services described in an Order Form signed by Customer and Interana. These Professional Terms are part of and shall be subject to the Agreement, of which these terms and conditions, the Order Form, and the Interana EULA are a part. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.
1. Services; Deliverables.
- Subject to the terms and conditions described herein, Interana will use commercially reasonable efforts to perform the services set forth in the Order Form(s) and Statement of Work (the “Professional Services”) and agrees to use commercially reasonable efforts to deliver the deliverables set forth in the Order Form(s) and Statement of Work (“Deliverables”) in material conformance with the specifications and schedule specified in the relevant Order Form(s) and Statement of Work. The addition of requirements not outlined in any Order Form or Statement of Work or other changes in requirements require evaluation and are treated as new projects, with separate pricing, quotes, and charges.
- The Customer understands that the Deliverable(s) are intended to operate with certain Customer technical data, computer facilities, files, documentation and other resources requested by Interana for the performance of the Professional Services (“Customer Technology”) and that Interana’s performance is dependent in part on the Customer’s actions in providing the Customer Technology in a timely manner. Accordingly, the Customer will be responsible for and assumes the risk of any problems resulting from the Customer Technology and grants Interana a limited license to use all Customer Technology for the purposes of providing the Professional Services.
2. Compensation; Billing Procedures.
Customer will pay Interana for the Professional Services in accordance with the relevant Order Form as well as any approved change orders; provided that if no payment arrangement is so specified, Interana shall submit monthly invoices to the Customer, based on Interana’s then current Professional Service rates. Payments for Deliverables shall be non-refundable. Customer will pay actual out-of-pocket expenses incurred in connection with the Services, if any, for reasonable travel and other incidental expenses, which Interana shall detail in its invoices.
- These Professional Services terms and conditions shall commence on the Order Form Effective Date and continue thereafter, unless terminated earlier as described in the Agreement. If either party materially breaches these Professional Service Terms, the other party may terminate these Professional Service Terms and/or a Statement of Work by giving the breaching party thirty (30) days (or, solely in the case of non-payment ten (10) days) written notice of such breach, unless the breach is cured within the notice period.
- Upon termination of the Agreement or these Professional Service Terms, Customer agrees to pay Interana all amounts due or accrued for Professional Services as of the date of such termination. Notwithstanding anything set forth herein, Customer shall not receive any rights for any Deliverables for which it has not paid in full. Sections 2, 3, 4 and 5 of these Professional Service Terms shall survive any termination or expiration of the Agreement and these Professional Services Terms.
4. Ownership Rights/License.
Subject to the terms and conditions of the Agreement and payment of all fees, Interana grants to Customer a non-exclusive, non-transferable, royalty-free, non-sublicensable, worldwide license to use the Deliverables and to make derivative works of the same solely in order to use such Deliverables with the Interana Software in accordance with the license rights and restrictions set forth in the EULA. As between the parties, Interana shall retain all rights, title and interest, in and to the Deliverables including all intellectual property rights arising from performance of the Professional Services.
- General Skills & Knowledge. Notwithstanding anything to the contrary in the Agreement, Interana shall not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of performing the Professional Services.
- Non-Solicitation of Personnel. During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit the employees of Interana without the prior written consent of Interana.