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promptly give notice to the other of any actual or suspected breach by it Superion in writing and in advance. Customer shall promptly
<br /> of any ofthe provisions of this Section 5, whether or not intentional, and reimburse Superion for any out-of-pocket costs incurred in
<br /> the breaching party shall, at its expense, take all steps reasonably complying with such procedures and policies.
<br /> requested by the other party to prevent or remedy the breach. 6.7. Contributed Material. In the process of Superion's
<br /> 5.7. Enforcement. Each party acknowledges that any breach of any performing Professional Services, Customer may, from time to time,
<br /> of the provisions of this Section 5 may result in irreparable injury to the provide Superion with designs, plans, or specifications,
<br /> other for which money damages would not adequately compensate. If improvements, works or other material for inclusion in, or making
<br /> there is a breach, then the injured party shall be entitled, in addition to modifications to, the Solution, the Documentation or any other
<br /> all other rights and remedies which it may have, to have a decree of deliverables ("Contributed Material"). Customer grants to Superion
<br /> specific performance or an injunction issued by any competent court, a nonexclusive, irrevocable, perpetual, transferable right, without
<br /> requiring the breach to be cured or enjoining all Persons involved from the payment of any royalties or other compensation of any kind and
<br /> continuing the breach. without the right of attribution, for Superion, Superion's Affiliates
<br /> and Superion's licensees to make, use, sell and create derivative
<br /> 6. Professional Services. works of the Contributed Material.
<br /> 6.1. Professional Services. An Orc 'er may identify certain 7. Term and Termination.
<br /> Professional Services. .
<br /> 7.1. Order Term. The Order may state an initial term `or tl a use
<br /> 6.2. Professional Services Fees. Cr stoner shall pay to Superion the of the Solution ("Initial Term") and may state renewal ten is (each a
<br /> professional services fees stated on he )rder. In each case where "Renewal Term"). "Order Term" means the Initial Termtog.:thet with
<br /> professional services fees are not spec fled on the Order, then the fees any Renewal Terms.
<br /> for such services shall be based u ,on Superion's then standard
<br /> professional services fee rates. 7.2. Termination. Either party may terminate this Agreement
<br /> 6.3. Expense Reimbursements. Costol ner shall re imburse Superion by giving notice of termination to the other party if the ctthet party
<br /> for reasonable travel, living and other out-of-pocket Expenses incurred breaches any of its material obligations (other than Customer's
<br /> by Superion personnel in connection with all services, =ncluding, butnot failure to pay Support Fees during a Renewal Support Term) under
<br /> limited to, Professional Services and maintenance and support rendered this Agreement and does not cure the breach within thirty (30) days
<br /> by Superion. Reimbursable expenses shall be incur ed by Superion after receiving notice describing the breach in reasonable detail.
<br /> personnel in accordance with Superion's then curren` per diem travel 7.3. Effect of Termination. The provisions of Sections 3, 4, 5,
<br /> expense guidelines, a copy of which will be included in the Order. 7.3 and 9 shall survive any termination of this Agreement, whether
<br /> Superion shall invoice Customer for reimbursement of tiese expenses on under this Section 7 or otherwise. Customer shall be liable for all
<br /> a monthly basis, as it curred, provided, however that Customer shall not payments due to Superion for the period ending on the date of
<br /> reimburse Superion for an expenses in excess of the not-to-exceed termination. Upon a termination of this. Agreement, whether under
<br /> amount set forth in ' :3ction of the PSA. this Section 7 or otherwise, or upon the expire on or termination of
<br /> an Order Term, Customer shall: (i) disco.ttinue .se of the affected
<br /> 6.4. Cooperation and .',cress to Facilities, Data and Employees. To Solution and Documentation, (ii) promptly return to Superion all
<br /> the extent reasonab?y necessary for Superion to perform its obligations copies of the affected Solution and Documentation and any other
<br /> under this AgreemE nt, Cu.,toter shall provide to Superion access to affected SG Solution Details then in Customer s possession; and (iii)
<br /> Customer's location site, equipment, data and employees, and shall give notice to Superion certifying that all copies of such items have
<br /> otherwise cooperate with Superion in its performance hereunder, all as been permanently deleted.
<br /> reasonably necessary for Superion to perform its obligations under this
<br /> Agreement. 8. Terms Applicable to Software Licenses. The following
<br /> provisions in this Section 8 apply solely to an Order that provides the
<br /> 6.5. Professional Services Warranty. Superion warrants to right for Customer to install the Solution at the facility identified on
<br /> Customer that Professional Services will be performed in a good and the Order.
<br /> workmanlike manner by qualified personnel, subject to Section 6.4.
<br /> Superion shall have no liability under this Section 6.5 unless, within 8.1. Grant. Except as otherwise provided in an Order, Superion
<br /> ninety (90) days after the actual date of the particular Professional grants to Customer a non-transferable, non-exclusive, term license
<br /> Services, Superion receives notice from Customer describing the breach to use the Solution in accordance with this Agreement and the Scope
<br /> of this warranty, together with adequate supporting documentation and of Use. The Solution shall be installed in object code form only at
<br /> data. Upon receipt of any such notice, Superion's only obligation under Customer's location(s) listed on the Order ("Designated
<br /> this Section 6.5 is to remedy the breach and reperform the particular Location(s)"). Customer may, subject to Section 9.4, use or access
<br /> Professional Services affected as soon as reasonably practical at no the Solution at or from Customer locations worldwide. Customer
<br /> additional charge. may change a Designated Location by giving prompt notice thereof
<br /> 6.6. Compliance with Customer Policies. While Superion personnel to Superion. Customer may copy and use the Solution installed at
<br /> the Designated Location for inactive back-up and disaster recovery
<br /> are performing services at Customer's site, Superion will ensure that purposes. Customer may copy the Documentation to the extent
<br /> such personnel comply with Customer's reasonable security procedures reasonably necessary for use of the Solution under this Agreement.
<br /> and site policies that are generally applicable to Customer's other
<br /> suppliers providing similar services and that have been provided to 8.2. Initial Installation. Superion shall deliver to Customer the
<br /> ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT — EXHIBITS 1 THRU 6
<br /> REV: 09-27-17 PR
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