Professional Services Agreement

Bonterms Professional Services Agreement\ (Version 1.2)

The Agreement. The Bonterms Professional Services Agreement provides standardized terms for the provision of professional services. To use the Bonterms Professional Services Agreement, Customer and Provider complete and execute a Cover Page that specifies Key Terms, Attachments and any Additional Terms. Collectively, the Bonterms Professional Services Agreement, Cover Page and any SOWs or Change Orders form the parties’ agreement (“Agreement"). Conflicts between parts of the Agreement are governed by Section 17.5 (Order of Precedence). Capitalized terms are defined in context or in Section 2 (Definitions).

Definitions.

"Action" means any actual or threatened claim, regulatory proceeding, lawsuit or other legal action.

"Additional Terms" means any additions to or modifications of the Bonterms Professional Services Agreement that the parties specify on the Cover Page.

"Affiliate" means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

"Agreement" is defined in Section 1.

"Assigned Deliverables" means Deliverables specified by the parties to be assigned by Provider to Customer in accordance with Section 6, but excluding any Third-Party Materials or Reserved Materials.

"Attachments" means any attachments, policies or documents that the parties specify on the Cover Page.

"Bonterms Professional Services Agreement" means this Bonterms Professional Services Agreement (Version 1.2).

"Change Order" is defined in Section 3.3.

"Change Request" is defined in Section 3.3.

"Confidential Information" means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Information on the Cover Page is each party’s Confidential Information. Customer’s Confidential Information includes all Customer Materials.

"Content" means reports or findings, audio or visual material (including any text, print, images, photos or digital media assets), data, code, scripts or software (whether in object or source code form), documentation or other tangible or intangible material or deliverables of any type.

"Copyleft License" means any Open Source license that seeks to require any party that uses, modifies or distributes the licensed code to make such code (or modification or derivative work thereof) or any other code that may be combined with or linked to such code available in source code form under such same license (such as, for example purposes only, any version of the GPL or LGPL, Affero, CPL, Eclipse or Mozilla licenses).

"Cover Page" means a Bonterms cover page or other document that (a) incorporates the Bonterms Professional Services Agreement by reference, (b) specifies the Key Terms and any Additional Terms and incorporates any Attachments and (c) is signed by Customer and Provider.

"Customer" means the party identified as “Customer” on the Cover Page.

"Customer Facility" means any physical office, workspace, data center or other location used by or under the control of Customer.

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