Professional Services Schedule

to the Master Supply Agreement

If Solace provides any Professional Services and any related Deliverables to Customer, the following additional terms and conditions will apply with respect to the provision of such Professional Services and Deliverables. Capitalized terms not defined herein have the meanings given to them in the Agreement.

1. Term.

1. 1. Subscription Term.  Each Order for subscription based Professional Services will include a Subscription Term.  The Subscription Term commence on: (a) the start date specified in the Order; and (b) if no start date is specified in the Order, the date of invoice for such Order, and continue for the Subscription Term specified therein unless terminated earlier as provided for in this Agreement.  The Subscription Term will continue until: (a) the end date specified in the Order; and (b) if no end is specified in the Order, either twelve (12) months from the start date or until the hours specified in the Order are consumed (whichever is earlier), unless terminated earlier as provided for in the applicable Order or this Agreement.
   2. SOW Term. Each SOW will include a SOW Term. If no SOW Term is included, the SOW Term will commence on: (a) the start date specified in the Order; and (b) if no start date is specified in the Order, the date that Solace begins performance of the Professional Services, and continue for: (a) the term specified in the Order; and (b ) if no term is specified in the Order, twelve (12) months until the work identified in the SOW is complete, or the hours effort is consumed (whichever is earlier), unless terminated earlier as provided for in the applicable SOW or this Agreement.

2. Fees and Expenses.

1. 1.  Subscription Engagements. Solace will invoice Customer for subscription based Professional Services at the beginning of the Order Term. Unused hours, if any, expire at the end of the Subscription Term.  
   2.  Fixed Fee Engagements; Time & Materials Engagements. Solace will invoice Customer for Professional Services based on the Fees section of the applicable SOW.
   3.  Expenses. For onsite services, Solace will attempt to use local personnel with relevant experience. If a local resource with relevant experience is not available, Solace will incur reasonable expenses to send the appropriate resource to Customer site at Customer’s expense. Reasonable expenses include commercial airfare, hotel, transportation, and meal expenses billed at cost pursuant to Solace’s travel expense policy. Such Solace resource will be entitled to weekend home return travel for on-site visits that are greater than three (3) weeks in duration. If requested, Solace will provide Customer with copies of all expense receipts. Project-related costs (such as hardware & software, which may be acquired by Solace to support project implementation) require Customer’s prior written approval. Other than as set out above, any and all reimbursable expenses require Customer’s prior written approval.

3. Performance and Co-operation.

1. 1.  Performance. Solace will complete and deliver to Customer all the Professional Services and the Deliverables according to the delivery schedule and in conformance with the requirements and specifications described in the applicable Order and SOW.
   2.  Timing of Activities The activities set out in the SOW will not necessarily be done in serial order. Solace personnel will work with Customer to execute activities in the order that is optimal and will complete tasks in parallel when able.
   3.  Co-operation. Solace acknowledges and agrees that it will co-operate with Customer personnel in performing the Professional Services and providing the Deliverables. Customer personnel will have sufficient availability to participate in the Professional Services as is required by Solace (for example, answering technical questions, participating in meetings).

4. Acceptance of Deliverables. Any Deliverable specified in the SOW as requiring Customer sign-off or acceptance will be considered complete and accepted when it has been provided and reviewed by Customer in accordance with the specified timelines, or if no timelines are specified, within ten (10) business days, and Customer has not provided Solace with a written notice of rejection. Customer may only reject a Deliverable if it materially deviates from the requirements in the SOW. In the event of such a rejection Solace will correct the deviation and redeliver the Deliverable. After redelivery pursuant to the previous sentence, the Parties will again follow the acceptance procedures set forth in this Section (Acceptance of Deliverables). If the resolution is unacceptable to Customer, the issue will be escalated to both Solace and Customer management teams in order to determine a mutually acceptable path to resolution.

5. Background and Professional Services IP. Any intellectual property rights of a Party conceived, created, developed, or reduced to practice prior to, or independently of, any Professional Services provided under this Agreement (“Background IP”), will remain the exclusive property of such Party. Customer grants to Solace a non-exclusive, non-transferable, royalty-free, worldwide license for the term of the applicable SOW to make, use and copy any Customer Background IP that it discloses to Solace, but solely to the extent necessary for Solace to provide the Professional Services to Customer pursuant to the SOW.  The Professional Services, including all Deliverables, are not “works for hire”, and the intellectual property embodied therein is owned by Solace (“Professional Services IP”). Solace grants Customer a non-exclusive, non-transferable, royalty-free, worldwide license to any Professional Services IP incorporated into a Deliverable, but solely to the extent necessary to use the Deliverable as contemplated in the applicable SOW.

6. Professional Services Warranty. Solace warrants that any Professional Services will be performed in a professional manner with a level of care, skill and diligence performed by experienced and knowledgeable professionals in the performance of similar services and in accordance with the SOW.  Any warranty in respect of any Deliverables delivered by Solace will be as set out in the applicable SOW.  Customer must notify Solace of any warranty claim for Professional Services during the period the Professional Services are being performed or within thirty (30) days after the conclusion of the Professional Services. Customer’s sole and exclusive remedy and the entire liability of Solace for its breach of this warranty will be for Solace, at its option and expense: to (a) use commercially reasonable efforts to re-perform the non-conforming Professional Services within a reasonable time, not to exceed thirty (30) days (or such other period as may be agreed upon by the Parties); or (b) refund the portion of the Fees paid attributable to the non-conforming Professional Services.

7. Support. Any support and maintenance services to be provided by Solace in respect of the Professional Services or Deliverables will be purchased separately by Customer pursuant to a separate Order.