If CIRA is providing professional services as set out in an Order Form (the “Professional Services”), then these CIRA Professional Services terms and conditions (the “Professional Services Terms and Conditions”) supplement the provisions of, and are made part of, the Agreement between Customer and CIRA. In the event of any conflict between these Professional Services Terms and Conditions and the Agreement, these Professional Services Terms and Conditions shall prevail with respect to the Professional Services. Capitalized terms that are not defined in these Professional Services Terms and Conditions have the same meaning as provided elsewhere in the Agreement.
- SERVICES
1.1 Statement of Work. CIRA and Customer will agree on one or more statement(s) of work, which shall be attached as Schedules that describe the specific Professional Services to be performed by CIRA (each, a “Statement of Work”).
1.2 Services CIRA will perform the Professional Services specified in a Statement of Work in accordance with the terms and conditions of the Agreement.
1.3 CIRA and Customer Responsibilities. In connection with each Statement of Work, CIRA will provide qualified personnel who are capable of performing the duties and tasks under the Statement of Work. Customer will provide any materials as may be reasonably required to permit CIRA to perform the Professional Services, including, but not limited to, any data, information or materials specifically identified in the Statement of Work (collectively, “Customer Materials”). Customer will be responsible for ensuring that all such Customer Materials are accurate and complete, and that Customer has all the required rights in such Customer Materials.
1.4 Designated Contacts. Each party will designate in the Statement of Work one or more individuals who will serve as the point(s) of contact between the parties for all matters relating to Professional Services to be performed thereunder. A party may designate new contacts by written notice to the other party.
- PAYMENT
2.1 Fees and Expenses. For CIRA’s performance of the Professional Services, Customer will pay CIRA the fees as set forth in the Statement of Work together with all applicable taxes.
2.2 Payment Terms. CIRA will invoice Customer for all applicable fees based on Professional Services performed by CIRA as set forth in the Statement of Work. Customer will pay each such invoice pursuant to the terms outlined in the Statement of Work and, when paid, are non-refundable. In the event any amount is not paid by Customer within thirty (30) days from the due date outlined in the Statement of Work, CIRA may charge Customer interest accrued on such unpaid amount at a rate per annum equivalent to four percent (4%) non-compounded. CIRA also reserves the right to suspend provision of the Professional Services or to terminate the Agreement or these Professional Services Terms and Conditions arising from Customer’s breach of these Professional Services Terms and Conditions, including any failure to pay any amount owing to CIRA.
2.3 Taxes. All fees hereunder do not include any sales, or other applicable taxes, payment of which will be the sole responsibility of Customer (excluding any taxes based on CIRA’s net income).
- OWNERSHIP
To the extent that CIRA utilizes any of its property (including, without limitation, the CIRA technology or any hardware or software) in connection with the performance of the Professional Services in any Statement of Work, such property shall remain the property of CIRA, and Customer shall acquire no right or interest in such property. In addition, any technology or work product and any data, records, symbols, inventions, reports and other intellectual property that has been prepared, created, written or recorded in association with the Professional Services by: (a) CIRA; (b) Customer; or (c) CIRA and Customer jointly, (all of which shall be collectively referred to as the “Work Products”), together with any intellectual property rights therein shall be owned by CIRA; accordingly, Customer hereby assigns to CIRA all rights, title and interest it may have from time to time in the Work Products. During the Term, Customer shall have a non-exclusive, non-transferable, non-sublicensable license to use the Work Products for the Customer’s internal purposes.
- WARRANTY
4.1 Services Warranty. CIRA warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer’s sole and exclusive remedy and CIRA’s entire liability for any breach of the foregoing warranty, CIRA will, at its sole option and expense, re-perform any Professional Services that fail to meet this limited warranty or refund to Customer the prorated fees paid for the non-conforming Professional Services.
4.2 Warranty Disclaimer. The express warranties in section 4.1 are in lieu of any other warranty, guarantees or representations of any kind, whether express or implied. To the maximum extent permitted by law, CIRA disclaims all other warranties, representations, or conditions, express of implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.
- NON-SOLICITATION
During the term of this Agreement and for a period of thirty-six (36) months thereafter, Customer will not recruit or otherwise solicit for employment any CIRA employees, consultants or subcontractors who participated in the performance of the Professional Services without CIRA’s express prior written approval.
- TERM AND TERMINATION
6.1 Term. Unless terminated earlier in accordance with the terms of the Agreement of these Professional Services Terms and Conditions, these Professional Services Terms and Conditions will remain in force and effect until all Statements of Work made under these Professional Services Terms and Conditions have expired, been completed, or been terminated according to the terms of the Agreement or these Professional Services Terms and Conditions.
6.2 Termination CIRA may terminate this Agreement if Customer breaches any material term, including without limitation any breach of payment terms, of these Professional Services Terms and Conditions, or any Statements of Work and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
6.3 Effect of Termination. Upon the expiration or termination of this Agreement: (i) CIRA will promptly return to Customer all Customer Materials; (ii) each party will promptly return to the other party all Confidential Information of the other party in its possession or control; and (iii) Customer will, within thirty (30) days after receipt of CIRA’s invoice, pay all accrued and unpaid fees and expenses.
