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Agmt20 ImageTrend
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Agmt20 ImageTrend
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Last modified
8/13/2020 2:21:53 PM
Creation date
8/13/2020 2:08:42 PM
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Agreement
Contractor Name
ImageTrend
PROJECT NAME
Master Software and Services Agreement FD Records Management System
RMP File Number
304
Date
7/20/2020
MO Ref
20-107
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unless specifically stated that they do so. Work Orders may contain their own fee/payment <br />schedules and payment terms; those terms are binding insofar as they concern the costs, <br />services or Deliverables contemplated by the Work Order. For Work Orders without their <br />own fee and payment terms, the payment terms in Exhibit A below control. Exhibit A is <br />attached hereto and incorporated by reference. <br />SECTION 4. PERFORMANCE OF SERVICES <br />COMMENCEMENT. ImageTrend shall begin services described in the Work Order <br />subsequent to, and not before, mutual execution of the Work Order. <br />USE OF KNOW HOW. ImageTrend shall use its know-how, Intellectual Property, talent, <br />skills, and employees to perform the services. Client shall conditionally receive a license <br />to any and all pre-existing ImageTrend Intellectual Property and Know -How used in the <br />creation of Deliverables and delivery of services as outlined below in §6 "Licensing and <br />Intellectual Property" and Exhibit A — Software Licensing Agreement. <br />ACCEPTANCE OF SERVICES AND DELIVERABLES. ImageTrend shall deliver <br />completed Deliverables and services to Client for acceptance. Each Work Order must <br />detail the acceptance criteria for each Deliverable or service contained within that Work <br />Order. If a Deliverable or services acceptance criteria is measurable objectively, it shall <br />be complete upon satisfaction of that objective measurement without regard to either <br />party's satisfaction with the Deliverable. If 1) a Deliverable's acceptance criteria is based <br />on Client's satisfaction with the Deliverable, or 2) no acceptance criteria is detailed, then <br />the following default clause shall apply: <br />After delivery of the Deliverable or performance of the service, Client shall have no more <br />than 15 days to: 1) accept the deliverable or service, or 2) reject the deliverable or service <br />by providing a written rejection that reasonably sets forth the reason for the rejection and <br />the changes required to gain Client's acceptance, or 3) provide a written request for a 15 <br />additional day extension to review the Deliverable or service; ImageTrend shall not <br />unreasonably withhold approval of such 15 day extension. If Client does not provide an <br />acceptance within the above time frame inclusive of extensions, the Deliverable or service <br />will be deemed accepted. If, after delivery of the fourth revision of the service or <br />Deliverable, the service or Deliverable is not deemed acceptable, the Client and <br />ImageTrend shall meet and discuss an acceptable Deliverable timeline and <br />consequences thereto. <br />SECTION 5. FEES, INVOICING, AND PAYMENT TERMS <br />PAYMENT. In exchange for services rendered, Client will pay ImageTrend one-time fees <br />and recurring fees as set forth in Exhibit B. Compensation on a fixed -fee and/or time and <br />materials basis shall be as set forth in individual Work Orders. Exhibit B is attached hereto <br />and incorporated by reference. The total not -to -exceed amount payable to ImageTrend <br />REV: 06-15-2020 PR <br />ATTY/AGR.2020.099/ImagTrend, Inc. (Page 6 of 32) <br />
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