Additional Services Purchase Addendum
This Additional Services Purchase Addendum (“Additional Services Addendum”) is an addendum to the End User Subscription Agreement (the “Agreement”) between Lockpath and Client. Client has entered into the Agreement for the provision of Keylight. Now Client desires to additionally procure, and Lockpath desires to render, certain professional, educational, operational, support and/or technical services in connection with Keylight pursuant to the terms and conditions in this Additional Services Addendum. Capitalized terms used in this Additional Services Addendum have the meaning defined under the Agreement. The terms and conditions of this Additional Services Addendum are incorporated by this reference into the Agreement.
1.0 SCOPE OF SERVICES
Subject to the terms and conditions of the Agreement and this Additional Services Addendum, Lockpath will provide Client with Additional Services as set forth in a Purchase Schedule (the “Additional Services”). Each Purchase Schedule will include, at a minimum: (i) a description of the Additional Services and any work product or other deliverables and/or training materials to be developed and/or provided to Client; (ii) the scope of Additional Services; and (iii) the applicable fees and payment terms for such Additional Services, if not elsewhere specified. All statements of work are part of and subject to this Additional Services Addendum. Unless otherwise specified in a Purchase Schedule, fees for Additional Services and related expenses will be invoiced by Lockpath as incurred and are be due upon receipt.
Client will cooperate with and assist Lockpath in performing the Additional Services. Among other things, Client shall provide to Lockpath timely access to complete and accurate Client Data and will provide Lockpath other resources and information as reasonably requested by Lockpath. Client’s failure to do so will relieve Lockpath of responsibility for any related deficiencies in its performance.
3.0 CHANGE MANAGEMENT PROCESS
In the event that Client or Lockpath requests a change in any of the specifications, requirements, Work Product, or scope (including drawings and designs) of the Additional Services, the Party seeking the change shall propose the applicable changes by written notice. Within forty-eight (48) hours of receipt of the written notice, each Party’s project leads shall meet, either in person or via telephone conference, to discuss and agree upon the proposed changes. Lockpath will prepare a change order describing the proposed changes and the applicable change in fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both Parties. Executed Change Orders are part of, and subject to, this Additional Services Addendum. In the event that the Parties disagree about the proposed changes, the Parties shall promptly escalate the change request to their respective senior management officers for resolution. Notwithstanding the foregoing, Lockpath reserves the right to change the fees for certain Additional Services at any time during the Term by amending this Additional Services Addendum upon thirty (30) days’ prior written notice to Client.
4.0 PLACE OF PERFORMING ADDITIONAL SERVICES
Unless otherwise noted in this Additional Services Addendum, Lockpath will perform the Additional Services at (a) Lockpath’s premises, (b) Client’s premises Monday through Friday, 8:00 a.m. to 5:00 p.m., or (c) any other time or location as mutually agreed to between the Parties.
All deliverables and related Intellectual Property delivered by Lockpath pursuant to a Purchase Schedule (“Work Product”), with the exception of any content or Client Date provided by Client, is owned by Lockpath and nothing in the Agreement operates to transfer ownership to Client. Conditioned upon full payment of all fees and expenses due, Lockpath grants to Client a non-exclusive, non-transferable, limited right to use copies of the Word Product for the Term. In the event Work Product includes customizations or developments related to Keylight, such customizations and development are provided on the same terms as Keylight is provided. Notwithstanding anything to the contrary, nothing in this Additional Services Addendum is construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Lockpath to develop any Work Product, and to the extent such Tools are delivered with or as part of any Work Product, they are licensed, not assigned, to Client, on the same terms as the Work Product.
6.0 ADDITIONAL SERVICES WARRANTY
6.1 Additional Services Warranty. Lockpath warrants that (a) it and each of its employees, consultants and subcontractors, if any, that it uses to provide and perform Additional Services has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the services in accordance with this SOW; and (b) the Additional Services will be performed for and delivered to Client in a good, diligent, workmanlike manner in accordance with industry standards, laws and governmental regulations applicable to the performance of such services. Lockpath’s ability to successfully perform hereunder is dependent upon Client’s provision of timely information, access to resources, and participation. If through no fault or delay of Client the Additional Services do not conform to the foregoing warranty, and Client notifies Lockpath within sixty (60) days of Lockpath’s delivery of the Additional Services, Client’s sole and exclusive remedy is to have Lockpath re-perform the non-conforming portions of the Additional Services.
6.2 Disclaimer. THE WARRANTIES STATED IN SECTION 6.1 ABOVE ARE THE SOLE REMEDIES FOR CLIENT AND EXCLUSIVE OBLIGATIONS OF LOCKPATH RELATED TO THE ADDITIONAL SERVICES TO BE PERFORMED FOR AND DELIVERED TO CLIENT PURSUANT TO THIS ADDITIONAL SERVICES ADDENDUM.
7.0 LIMITATIONS OF LIABILITY FOR ADDITIONAL SERVICES
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ADDITIONAL SERVICES ADDENDUM OR THE AGREEMENT, THE MAXIMUM LIABILITY OF LOCKPATH TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY ADDITIONAL SERVICES IS THE AMOUNT PAID BY CLIENT FOR THE ADDITIONAL SERVICES GIVING RISE TO THE LIABILITY. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS ADDITIONAL SERVICES ADDENDUM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE ADDITIONAL SERVICES AND THAT, WERE LOCKPATH TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH IN THIS ADDITIONAL SERVICES ADDENDUM, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO CLIENT.
8.0 TERM AND SURVIVAL
This Additional Services Addendum is effective as of the Effective Date and continues in effect during the Term. Each Purchase Schedule commences on the date it is last signed, and expires upon completion of the project set forth in the applicable Purchase Schedule, or as otherwise set forth in the applicable Purchase Schedule. Sections 5, 6, 7 and 9 of this Additional Services Addendum survive termination or expiration of this Additional Services Addendum.
9.0 ENTIRE ADDENDUM
The Parties acknowledge that they have had previous discussions related to the performance by Lockpath of Additional Services for Client and the possible strategies which may be used by Lockpath to implement the Additional Services to achieve the requirements identified by Client. This Additional Services Addendum and the Agreement constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Additional Services Addendum. The Parties expressly disclaim any reliance on any and all prior agreements, understandings, RFPs, verbal and/or written communications related to the Additional Services to be provided by Lockpath. No other act, document, usage or custom amends or modifies this Additional Services Addendum unless agreed to in writing signed by a duly authorized representative of both Parties.