This Professional Services Agreement (the “Agreement“) is between SugarCRM Inc. (“SugarCRM“) and the company named in the statement of work (“Company“).
1. SERVICES
1.1 Services. This Agreement provides the terms and conditions under which SugarCRM agrees to provide consulting and implementation services to Company (the “Services“). The Services shall be done on a per-project basis pursuant to one or more written statements of work (“SOW“) executed by the parties. Each SOW will describe the Services to be performed by SugarCRM, the Deliverables, the projected schedule for performance of the Services, the testing and acceptance criteria (if any), and the fees to be paid by Company to SugarCRM (including payment schedule). Such fees to be paid by Company may also be contained in the Order Form if Company places an order for subscriptions to Products at the same time as it orders Services. Projected Time and Materials fees in the SOW and/or Order Form are estimates only. Factors such as the project being completed after the Project End Date or unexpected requirements discovered during the discovery or solution phase may increase the cost or effort needed to complete the Services or provide the Deliverables. Each SOW (and the Order Form to the extent it contains pricing or billing milestones relating to an SOW) will become part of this Agreement when signed by both parties. Each SOW represents an independent engagement and, as such, its terms will apply only to that SOW, and will not change or limit any other SOWs. Services described in an SOW must be utilized within twelve (12) months from the SOW Effective Date. The Services and Deliverables will be delivered remotely to Company, unless otherwise mutually agreed, Unless expressly agreed otherwise in the SOW, the terms in this Agreement shall take precedence over any conflicting terms of the SOW.
1.1(a) Recurring Services. If Company has engaged SugarCRM for Recurring Services or TAM Subscription Services, Company understands that there may be time periods where not all agreed hours are used. Unused hours do not roll over into the next time period. Except as permitted in Section 7.5, Services with a Subscription basis, Recurring Services and TAM Subscription Services are not cancellable. In addition, should there be Services required that incur more hours in a time period than agreed upon in the applicable SOW, Company will be invoiced monthly, on a Time and Materials basis, for the additional hours at the then current rates.
1.2 Project Managers. Each party will appoint an individual who will serve as the primary representative of such party under this Agreement (each a “Project Manager“). Each Project Manager will manage and coordinate the performance of the party under this Agreement, meet with the other party’s Project Manager at agreed-upon intervals to review progress, and work with the other Project Manager to resolve any issues relating to the Services.
1.3 Acceptance and Rejection
(a) Acceptance Period. Company shall have five (5) business days (“Acceptance Period“) after receiving a Deliverable to test the Deliverable to determine if there are Defects. If Company does not notify SugarCRM of any Defects within the Acceptance Period, the Deliverable shall be considered accepted. Any changes requested to a Deliverable following the Acceptance Period will require Company to enter into a new SOW for an additional fee. If the Deliverable forms the basis for ongoing work, SugarCRM may suspend its performance of such other ongoing work pending acceptance.
(b) Delay. Unless expressly designated as “hard milestones” in a SOW, milestone dates shall be estimates only which SugarCRM will endeavor to meet. Customer is not entitled to cancel or rescind this Agreement or the SOW due to delays except for failure to meet a hard milestone by SugarCRM solely due to the fault of SugarCRM.
(c) Rejection Procedure. If the Company rejects a Deliverable, Company shall explain in written detail the reason for its rejection, prior to expiration of the Acceptance Period. In case of Defects confirmed by SugarCRM, the Deliverable shall be replaced or revised by SugarCRM and presented to Company for subsequent acceptance without unreasonable delay. The procedures outlined in this Section 1.3 shall be repeated until the Deliverable is accepted by Company.
2. CHANGES. Changes to the Services are not effective unless mutually agreed by the parties in writing.
2.1 Cancellation. Company may cancel Services (excluding Services with a Subscription basis, TAM Subscription Services and Recurring Services) under an SOW with written notice received by SugarCRM at least six (6) business days prior to commencement date of such Services, for a full refund. Company may cancel Services (excluding Services with a Subscription basis, TAM Subscription Services and Recurring Services) under a SOW with written notice received by SugarCRM five (5) or less business days prior to the commencement date of such Services, for a refund of fifty percent (50%) of fees that Company pre-paid. If Company does not provide a cancellation notice prior to the commencement date of such Services, no refund will be offered and Company shall be responsible for one hundred percent (100%) of the fees due under the applicable SOW.
2.2 Change of Commencement Date. Any request by Company to delay the commencement date of the Services under an SOW must be in writing. The requested delay may not exceed thirty (30) days. Such request must be received by SugarCRM at least five (5) business days prior to the original commencement date of such Services. If written notice is received less than five (5) business days of the commencement date of the Services, then Company shall reimburse SugarCRM for any direct damages and proven costs due to such change up to a maximum amount of twenty five percent (25%) of the original fee.
2.3 Change in Scope of Services or Deliverables. In the event of a change to the scope of the Services or Deliverables, SugarCRM will work closely with Company’s project team and management to identify the impact of any change to the overall cost and time for the project. After such collaboration, SugarCRM will require a change request to be signed by Company in order to proceed with any such updated scope.
2.4 Change in Fees. Company will be responsible for participation from all identified stakeholders as well as providing access to Company’s systems, data, design, content, and any additional materials reasonably required by SugarCRM to complete the Services and provide the Deliverables by the Project End Date in the applicable SOW. If SugarCRM is unable to perform or complete the Services or Deliverables for a minimum period of five (5) consecutive business days due to non-participation and/or non-cooperation by Company, SugarCRM may, at its sole discretion, rather than terminating the SOW as provided in Section 7.2, offer Company the opportunity to enter into a change request to change the scope, price of the fees, and/or the Project End Date in the SOW.
3. PAYMENT
3.1 Fees and Taxes. Company will pay SugarCRM for the Services per the fees specified in each applicable SOW (as may be further specified in the Order Form if Services are purchased at the same time as subscriptions to Products). Fees do not include any Taxes, and Company is responsible for payment and reimbursement of any and all Taxes associated with the transactions covered by this Agreement, including but not limited to local taxes, but excluding any taxes resulting from the provision of the Services which are based on SugarCRM’s net income or property.
3.2 Expenses. Company agrees to reimburse SugarCRM for reasonable and necessary out-of- pocket expenses incurred in performing its duties under any SOW, including, but not limited to, expenses for travel and similar items. Expenses in excess of $250 per item are subject to the prior approval of Company’s Project Manager.
3.3 Invoices. Unless stated otherwise in a SOW or Order Form, SugarCRM shall invoice Company each month on a Time and Materials basis, or at agreed upon milestones for fixed price engagements on a Fixed Fee basis as indicated on the applicable SOW or Order Form. Each invoice submitted by SugarCRM will include details as to the performed Services and will, as applicable, include receipts or other proof of expenses incurred by SugarCRM pursuant to Section 3.2.
3.4 Payment Terms. All payments, including reimbursement of expenses, are due within thirty (30) days of Company’s receipt of SugarCRM’s invoice, unless specified otherwise in the applicable SOW or Order Form. Undisputed overdue amounts are subject to interest at a rate of 1.0% per month, or the rate specified by law, whichever is lower. If any undisputed charge remains unpaid 30 days after its due date, SugarCRM may, without limiting its rights and remedies, suspend Company’s use of the Product and Support Services and cancel or suspend work on any pending SOWs until such amounts are paid in full; in such cases, Company shall reimburse SugarCRM for any expense that it may incur in the collection of all amounts due hereunder, including reasonable attorney fees and necessary court costs. Company agrees to pay for undisputed items on otherwise disputes invoices.
4. WARRANTIES
4.1 Performance by SugarCRM. SugarCRM warrants that (a) the Services shall be performed in a professional manner consistent with the level of care, skill, practice and judgment exercised by other professionals in performing services of a similar nature under similar circumstances; and (b) the Services and Deliverables will materially comply with the agreed-upon specifications or requirements specified in this Agreement or an SOW. When SugarCRM personnel are onsite at customer premises, they shall comply with policies and guidelines of Company of which SugarCRM and its personnel have been apprised in writing.
4.2 Remedies. To be considered a breach of Section 4.1, Company must notify SugarCRM of any Defects during the Acceptance Period. Company’s sole and exclusive remedy for a breach of Section 4.1 shall be: (a) to require the correction of the applicable Defect, within a reasonable time, so as to comply with generally accepted industry standards and the agreed-upon specifications or requirements specified in this Agreement or the applicable SOW, or (b) if SugarCRM determines in its sole discretion that it is unable to perform such Services or Deliverables, a refund by SugarCRM of the fees paid to SugarCRM under the SOW attributable to the non-compliant Services or Deliverables.
4.3 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 4.1 HEREOF, SUGARCRM MAKES NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE SERVICES OR ANY DELIVERABLES DELIVERED THEREWITH. SUGARCRM SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, AND MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUGARCRM DOES NOT GUARANTEE THAT THE USE OF ANY DELIVERED SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE. COMPANY IS SOLELY RESPONSIBLE FOR ENSURING THE SERVICES AND DELIVERABLES COMPLY WITH ANY APPLICABLE: (A) LAWS AND REGULATIONS; (B) COMPANY INTERNAL GUIDELINES; OR (C) THIRD PARTY AGREEMENTS TO WHICH COMPANY IS A PARTY.
5. OWNERSHIP AND USE RIGHTS
5.1 Ownership of Deliverables. Company will own all rights, title and interest in and to the Deliverables. Notwithstanding the foregoing, Company acknowledges and agrees that SugarCRM is the owner of all right, title and interest in and to the Vendor Tools. SugarCRM grants Company a limited license to use the Vendor Tools to the extent required for Company to use the Deliverables for the duration of time for which Company subscribes to the Product from SugarCRM.
5.2 Company-Contributed Property. Company warrants and represents that it owns, or has the right to use and the right to grant SugarCRM and its Affiliates and subcrontracts the right to use, any Company-Contributed Property which it provides to SugarCRM. Company shall retain sole and exclusive ownership of all right, title and interest, and Intellectual Property rights associated therewith, in and to Company-Contributed Property. SugarCRM will have a limited, non-exclusive, royalty-free right to use Company’s Contributed Property solely to the extent needed to fulfill its obligations under this Agreement and the SOWs.
6. LIMITATION OF LIABILITY
6.1 Waiver of Consequential Damages. Disclaimer of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
6.2 Cap on Direct Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF A PARTY FOR A CLAIM RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE TO SUGARCRM UNDER THE PARTICULAR SOW TO WHICH THE CLAIMS OR CAUSES OF ACTION RELATE. IN RELATION TO DAMAGES CAUSED BY BREACHES OF CONFIDENTIALITY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT PAID OR PAYABLE TO SUGARCRM UNDER THE PARTICULAR SOW TO WHICH THE CLAIMS OR CAUSES OF ACTION RELATE. THE LIMITATIONS OF LIABILITY SET OUT ABOVE SHALL NOT APPLY FOR BODILY INJURY AND DEATH OR DAMAGES CAUSED BY WILLFUL MISCONDUCT.
7. TERM AND TERMINATION
7.1 Term. This Agreement commences on the Effective Date and continues for a period of twelve (12) months. This Agreement will automatically renew for additional twelve (12) months periods, unless terminated pursuant to Section 7.2. Each SOW will be effective as of the date so specified in the SOW and shall continue until the earlier of (a) the date that all Services to be provided under that SOW have been provided; or (b) the date either the applicable SOW or this Agreement is terminated as provided in Section 7.2.
7.2 Termination. This Agreement or an SOW may be terminated as follows:
(a) If SugarCRM is unable to perform or complete the Services or Deliverables for a minimum period of five (5) consecutive business days due to non-participation and/or non-cooperation by Company, then SugarCRM may terminate the SOW immediately with written notice to Company, and all fees due to SugarCRM for the Services performed up to the date of termination shall be immediately due.
(b) Either party may terminate this Agreement and/or any SOW immediately upon written notice to the other party in the event the other party (i) ceases to do business in the ordinary course; (ii) becomes or is declared insolvent or bankrupt; (iii) is the subject of any proceeding related to its liquidation or insolvency, which proceeding, if involuntary, is not dismissed within sixty (60) days; (iv) makes an assignment for the benefit of its creditors; or (v) for a material breach of this Agreement or applicable SOW where the breaching party fails to remedy such breach within thirty (30) days after receipt of written notice of such breach given by the non-breaching party.
(c) Excluding Services billed on a Subscription basis, TAM Subscription Services, or Recurring Services (which may only be terminated according to Section 7.5), either party may terminate this Agreement at any time and for any or no reason upon the provision of thirty (30) days written notice to the other party. If there are one or more SOWs in effect when a party terminates this Agreement for convenience, such SOWs shall continue to be governed by this Agreement as if they had not been terminated and will remain in effect until completion of the Services unless the parties agree to otherwise in writing. Neither party may bring a claim against the other more than one year after the actions or non-actions comprising the basis of the claim have taken place.
7.3 The termination of any SOW shall not cause the termination of any other SOW or of this Agreement.
7.4 Obligations on Termination. Upon termination of this Agreement or any SOW, Company agrees to pay SugarCRM for all Services performed (to be paid on a time-and-materials basis or percent-of-completion basis, as SugarCRM deems appropriate) and previously approved expenses incurred by SugarCRM, up to the date of termination. If, however, Company terminates this Agreement or a SOW for an uncured breach and Company has pre-paid fees for Services not yet received, SugarCRM will refund such pre-paid fees. Further, if SugarCRM terminates this Agreement or a SOW for cause, any pre-paid fees for Services charged on a Fixed Fee basis will be non-refundable, unless expressly stated otherwise in the applicable SOW. Provided that Company has paid any applicable fees owed to SugarCRM, SugarCRM will deliver any Deliverables, whether or not complete, as of the effective date of termination. Except as permitted in Section 8, upon written request of the Disclosing Party, each party shall use commercially reasonable efforts to return to the other party or destroy all Confidential Information of that party in its possession. The provisions of Sections 3 through 9 shall survive any termination of this Agreement.
7.5 Automatic Renewal for Services with a Subscription basis. Services billed on a Subscription basis shall automatically renew for a term equal in duration to the Subscription Duration at the end of such Subscription Duration, unless Company provides written notice of non-renewal, such notice to be received at least 30 days prior to the end of the applicable Subscription period.
8. CONFIDENTIALITY. During the Term of this Agreement, the Parties may share private or otherwise confidential information with each other such as business needs, practices, plans, internal processes, customer relationships, partner relationships and related agreements with third parties, intellectual property, inventions, technical processes, and methods, product specifications, patent applications, other proprietary rights, object code, source code, specifications, drawings, sketches, models, samples, tools, computer programs, technical information, and the like. The Parties therefore agree as follows:
(a) Such information shall be considered “Confidential Information” if it (i) is marked or indicated by the disclosing party (“Disclosing Party”) as confidential, or (ii) should reasonably be considered as confidential.
(b) The party receiving Confidential Information (the “Recipient”) will protect Confidential Information from disclosure to third parties, using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care.
(c) The Recipient will disclose Confidential Information to its employees, officers, directors, or agents on a need-toknow basis and only to the extent necessary to fulfill the purposes of this Agreement.
(d) The Recipient will ensure that each of its employees, officers, directors, or agents who has access to Confidential Information is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement.
(e) The Recipient will promptly notify the disclosing Party in writing of any disclosure of such Confidential Information in violation of this Agreement.
(f) The Recipient will promptly notify the disclosing Party of any subpoena, demand, court order, or other legal request or demand requiring production or disclosure of said Confidential Information in sufficient time for the disclosing Party to seek to prevent such disclosure.
(g) Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party, and nothing herein shall be construed as granting or conferring any right, interest, or ownership in or to such Confidential Information on the other Party.
(h) Upon expiration or termination of this Agreement, the Recipient will comply any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information.
(i) The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or is otherwise disclosed in violation of the terms of this Agreement. The Parties therefore agree and that the disclosing Party shall be entitled to (i) obtain injunctive relief against a threatened breach or continuation of any such breach and, (ii) if the disclosing Party prevails in such an action, an award of actual and exemplary damages from any court of competent jurisdiction.
(j) Confidential Information does not include information that: (a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or (b) is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or (c) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder.
(k) Notwithstanding anything to the contrary in this Agreement, the Recipient shall be entitled to retain one archival copy of the Confidential Information of the Disclosing Party for legal, regulatory or compliance purposes, and nothing shall require the erasure, deletion, alteration, or destruction of back-up tapes and other back-up media made in accordance with Receiving Party’s reasonable document-retention policies and procedures.
9 MISCELLANEOUS
9.1 Publicity. Neither party will publicize nor disclose to any third party the terms of this Agreement unless pre-approved in writing by the other party.
9.2 Relationship of Parties. SugarCRM and Company are independent entities, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
9.3 Export Compliance. The Deliverables may be subject to all applicable export control laws and regulations, including, without limitation, those of the United States Government. Company shall fully cooperate with SugarCRM in securing any export licenses and authorizations required under applicable export control laws and regulations. Company agrees to comply with all such laws and regulations relating to the Product. Company agrees to make its records available to SugarCRM upon reasonable request to permit SugarCRM to confirm Company’s compliance with its obligations as set forth in this Section.
9.4 Commercial Computer Software. The Deliverables have been or will be fully developed at private expense and are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Deliverables, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
9.5 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the party’s assets. In the case of an assignment permitted under this section the assigning party agrees to ensure that the assignee agrees in writing to the terms of this Agreement.
9.6 Interpretation/Severability. If any provision of this Agreement is found invalid, unlawful or otherwise unenforceable under applicable law, such provision will be replaced to the extent possible with a provision that comes closest to the intent of the original provision and all other provisions of the Agreement shall continue in full force and effect. This Agreement is the result of a free negotiation between the parties. All terms shall be interpreted in accordance with their intended meanings and any ambiguities shall not be interpreted for or against a party regardless of whether or not that party is designated as the drafter.
9.7 Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. The right to require performance of any duty hereunder is not barred by any prior waiver, forbearance or dealing
9.8 Notices. Notices regarding this Agreement shall be in writing and addressed to Company at the address or email address(es) Company provides, or, in the case of SugarCRM, to legal@sugarcrm.com.
9.9 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party’s employees), service disruptions involving hardware, software or power systems not within such party’s reasonable control, and denial of service attacks.
9.10 Choice of Law. This Agreement and any dispute arising out of or in connection with this Agreement will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of (a) California, if Company is based in the U.S. or the Company office at which the Services are to be performed is in the US, or (b) if Company is not based in the U.S. and the Company office at which the Services are to be performed is not the US, under the laws of Switzerland. The laws of California or Switzerland, as applicable, shall be applied without giving effect to conflicts of law principles thereof and excluding the rules on the UN Convention on contracts for the international sale of goods (CISG).
9.11 Arbitration. All disputes shall be finally resolved by binding arbitration before three (3) arbitrators pursuant to the rules (“Rules”) and under the auspices of the International Chamber of Commerce (“ICC”), American Arbitration Association or JAMS. In accordance with the Rules, each party shall select one arbitrator and the two arbitrators so selected shall select the third arbitrator. At either party’s request, the arbitrators shall give a written opinion stating the factual basis and legal reasoning for their decision. The prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs associated with the arbitration. The parties further agree that any arbitration in the United States shall take place in Santa Clara County, California.An arbitration award shall be enforceable in a court of competent jurisdiction over the parties, and nothing herein shall be construed to prevent a party from seeking injunctive relief in such court. No legal action shall be initiated or filed more than one (1) year after the cause of action arises.
9.12 Equal Opportunity. SugarCRM is committed to the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246 (41 CFR 60-1.4), Section 503 of the Rehabilitation Act of 1973 (41 CFR 60-741.5(a)), Section 402 of the Vietnam Era Veterans Readjustment Act of 1974 (41 CFR 60-250.5(a)), and the Jobs for Veterans Act of 2003 (41 CFR 60-300.5(a)), as well as any other regulations pertaining to these orders.
9.13 Entire Agreement; Electronic Signatures. This Agreement, including the exhibits attached, SOWs and documents incorporated by reference herein constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes and merges all prior and contemporaneous proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may be executed in counterparts and/or by facsimile or electronic signature and if so executed shall be equally binding as an original copy of this Agreement in ink by both parties.
9.14 Use of subcontractors. Company acknowledges and agrees that SugarCRM may use its Affiliates or other subcontractors to perform all or a portion of the Services under this Agreement and may, in connection with that subcontracting, share Company’s Confidential Information on a need-to-know basis with such parties, provided that SugarCRM ensures that such parties comply with the confidentiality terms of this Agreement. Should such subcontractors receive access to personal data which is subject to the General Data Protection Regulation (Regulation (EU) 2016/679) and which is processed by SugarCRM on behalf of the Company, this shall be subject to the requirements set out in a data processing agreement executed between SugarCRM and Company.
9.15 Data protection and security. Any processing of Personal Data by SugarCRM on behalf of Company when performing the Services shall be subject to the Data Protection Agreement between the parties.
9.16. Contractors Engaged Directly by Company. SugarCRM will have no responsibility for the performance of other contractors or vendors engaged directly by Customer, or delays caused by them, in connection with the project, even if SugarCRM has been involved in selecting or recommending such contractors or vendors. SugarCRM will use commercially reasonable efforts to promptly make Customer aware of any such contractor performance matters.
10. DEFINITIONS
10.1 “Affiliates” mean a business entity now or hereafter controlled by, controlling or under common control with a party to this Agreement. Control exists when an entity owns or controls directly or indirectly 50% or more of the outstanding equity representing the right to vote for the election of directors or other managing authority of another entity
10.2 “Company-Contributed Property” means the products, technology and related information that Company has developed and makes generally commercially available to third parties in connection with Company’s business, together with any improvements, enhancements or extensions of any of the foregoing conceived, reduced to practice or developed by Company, its Affiliates or a third party on behalf of Company, or independently developed by Company during the term of a SOW without use of or reference to SugarCRM’s trade secrets or Confidential Information.
10.3 “Defect” means a failure of a Service or Deliverable (as applicable) to materially comply with the warranty in Section 4.1(b).
10.4 “Deliverable” means things like code, APIs, modules, and the like that SugarCRM is obligated to produce for and that are delivered to Company pursuant to an SOW to assist Company with the implementation, installation, configuration, optimization, customization, or facilitation of the Product into or for Company’s unique environment, instance, or workflow. “Deliverable” does not mean the Product as delivered or in modified form.
10.5 “Fixed Fee” means that Company will be invoiced for a fixed number of professional services hours.
10.6 “Intellectual Property Rights” means any patents and applications therefor, copyrights, trademarks, service marks, trade names, domain name rights, trade secret rights, and all other intellectual property rights.
10.7 “Order Form” means (i) a document for purchases of subscriptions to Products under SugarCRM’s master subscription agreement, prepared by Sugar or an Authorized Partner, that is signed by you and that is accepted by Sugar, and (ii) the documentation associated with your purchase of subscriptions to Products via SugarCRM’s website store including any order confirmations sent by Sugar.
10.8 “Product(s)” means the products developed or otherwise owned by SugarCRM or in which SugarCRM has licensing rights and which are provided to Company under a Master Services Agreement.
10.9 “Recurring Services” means Services provided by SugarCRM for a set amount of hours during a period of time contained in the SOW.
10.10 “Subscription” means that Company will be invoiced a set fee for the duration of time which Company subscribes to such Services (the “Subscription Duration“) as set forth in the Order Form or SOW. Services billed on a Subscription basis shall automatically renew for a term equal in duration to the Subscription Duration at the end of such Subscription Duration.
10.11 “Subscription Duration” means the duration of time which Company subscribes to Services with a Subscription basis.
10.12 “TAM Subscription Services” means Technical Management Services which are a form of Recurring Services.
10.13 “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withholding taxes.
10.14 “Time and Materials” means that Company will be invoiced for actual hours/days worked and materials used.
10.15 “Vendor Tools” means code, software tools, residual knowledge, processes, training materials, documentation, and trade secrets that have been created by SugarCRM or owned by SugarCRM either prior to, or outside of, this engagement for Company.
Last modified: 2020-09-28 16:50:15