PROFESSIONAL SERVICES ADDENDUM
This Professional Services Addendum to the Terms (this “Addendum”) is incorporated into and made a part of the Terms and provides additional terms for Professional Services provided by GrantAppli or any of its affiliates under the Terms. Capitalized terms used but not defined in this Professional Services Addendum have the meaning given elsewhere in the Terms.
- Services
1.1. Professional Services. From time to time, Customer may request that GrantAppli perform professional services (“Professional Services”) for the purposes of adding enhancements or new improvements to the Services, or for other specific Customer requests (“Deliverables”) as outlined in a sales order or Statement of Work (“Sales Order” or “SOW”).
1.2. Performance of Professional Services. Where a Sales Order or SOW provides that GrantAppli will provide Professional Services (including Deliverables) to Customer, GrantAppli will apply such time, attention, and reasonable skill and care as may be necessary or appropriate for its performance of the Professional Services; and use all reasonable endeavours to meet any agreed delivery times for the provision of such Professional Services and Deliverables.
- Intellectual Property Rights
2.1. Ownership of Deliverable. Except as set forth below, GrantAppli is, and shall be, the sole and exclusive owner of all right, title, and interest in and to any Deliverable or any other digital or tangible copyrightable material, notes, reports, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by GrantAppli, solely or in collaboration with others, during the term of this Agreement and arising out of, or in connection with, performing the Services or Professional Services under the Terms or this Addendum and any related IPR (collectively, “Inventions”). Customer agrees, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for GrantAppli. By execution of the Agreement, Customer agrees to assign and irrevocably assigns, in full and without additional consideration, all right, title, and interest throughout the world in and to the Inventions and agrees to make full written disclosure of same to GrantAppli. Customer will, during the term of the Agreement and surviving its termination, execute and enter into any necessary agreements to perfect GrantAppli’s rights and provide all cooperation necessary to effectuate registration or assignment of the Inventions to the benefit of GrantAppli.
2.2. Moral Rights. Any assignment to GrantAppli of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Vendor waives and agrees not to enforce any Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
2.3. Licence of Deliverables. For the duration of the Term, GrantAppli hereby grants to the Customer a non-exclusive, non-transferable, perpetual, worldwide licence to use its intellectual property in the Deliverables identified in the Order Form or SOW solely for the Customer’s internal business purposes and for the Permitted Use set out in the Order Form or SOW. For the avoidance of doubt, the licence granted by this section relates only to Deliverables specified in the Order Form or SOW and not to any licensed Services.
- Other Rights
3.1. Use of Deliverables. Unless otherwise agreed to between the Parties, GrantAppli may incorporate the Deliverables into the Services generally without the prior written consent of the Customer. GrantAppli may use all underlying information or data generated or produced in connection with its performance of the professional services or the preparation of any Deliverables, if such use does not violate the confidentiality protections of the Terms.
3.2. Changes. Either Party may request to change any aspect of the Services, provided that no change will take effect unless and until such change has been agreed in writing and signed by both Parties.
3.3. Knowledge. The Customer acknowledges that GrantAppli may freely use its general knowledge, skills and experience, including knowledge, skills and experience gained by it while providing Services to the Customer, provided it does not use the Customer’s Confidential Information.
3.4. Third parties. If the Customer wishes to provide access to any third party, it must make a request in writing to GrantAppli. Any third-party access will only be granted in GrantAppli’s sole discretion and will be subject to any conditions required by GrantAppli, which may include the payment of an additional fee or the execution of additional agreements by the Customer and/or the third party.
- Deliverable Acceptance and Warranties
4.1. Acceptance of Deliverables. Except as otherwise specified in an Order, within 30 days of GrantAppli’s delivery of a Deliverable to Customer, Customer will test the Deliverable to determine whether the Deliverable complies with any specifications in the Sales Order or SOW and is free from errors and defects. If Customer determines that the Deliverable does not so comply or contains any such errors or defects, Customer may direct GrantAppli to correct the noncompliance or defects, in which case GrantAppli (at its cost) will correct the noncompliance, errors and defects within 15 days. This process will be repeated until Customer notifies GrantAppli in writing of its acceptance.
4.2. Representations and Warranties In addition to the representations and warranties elsewhere in the Terms, GrantAppli represents and warrants that: (i) each Deliverable will be free from material errors and from defects in materials and workmanship; (ii) each Deliverable will not contain any copy protection, automatic shut-down, lockout, “time bomb” or similar mechanisms that could interfere with Medable’s exercise of its business or its rights under the Agreement; and (iii) GrantAppli will not incorporate into any Deliverable any encryption, digital rights management, or other related technology without Customer’s express written consent; (iv) Deliverables will not contain any viruses, “Trojan horses” or other harmful code.