THIS PROFESSIONAL SERVICES ADDENDUM (“PSA“) is an addendum to the Subscription Services Agreement (the “Agreement”) between Netgain Solutions, Inc. (“Netgain”) and Customer, as defined in the Agreement. Customer has entered into the Agreement for the provision of the Service as noted on the Customer Quote Form. If Customer procures Professional Services from Netgain, all such services shall be provided pursuant to the terms and conditions herein. Capitalized terms used in this PSA shall have the meaning defined under the Agreement. The terms and conditions of this PSA are hereby incorporated by reference into the Agreement.
2. SCOPE OF SERVICES
2.1 Professional Services Statement of Work
Subject to the terms and conditions of the Agreement and this PSA, Netgain will provide Customer with Professional Services as set forth in the applicable Quote Form or Statement of Work executed by Netgain and Customer (each, a “Statement of Work” or “SOW”). All Statements of Work shall be deemed part of and subject to this PSA. Any Professional Services not expressly included in the Quote Form or this PSA are considered out of scope for Netgain.
2.2 Remote Delivery
Netgain will perform all Professional Services remotely unless otherwise agreed to and noted on the Quote Form.
2.3 Standard Scope of Professional Services for Implementation Services
The Quote Form or SOW outlines the scope of work to be performed, which can include one or more of the following:
Netgain SuiteApp for NetSuite Cloud Service Product Implementation Support: If noted on the Quote, for NetSuite customers only, Customer has engaged Netgain to support the deployment, installation, setup, and configuration of Netgain Product(s) into Customer’s NetSuite instance. The scope of services provided under NetSuite Cloud Product implementation are outlined in Exhibit A: Product Implementation Scope of Services for NetSuite Products
Netgain Standalone Cloud Service Product Implementation Support: If noted on the Quote, Customer has engaged Netgain to support the configuration and implementation of Netgain’s Cloud Products standalone application. The scope of services provided under implementation are outlined in Exhibit B: Product Implementation Scope of Services for Standalone Products.
Other general Professional Services, which may be related to or completed unrelated to the Cloud Service. For such services, including Change Orders, the nature of the Professional Services will be clearly expressed in the Quote Form or separate SOW.
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations and Project Assumptions
Customer acknowledges that Netgain’s ability to perform the outlined Professional Services depends upon Customer’s fulfillment of the following obligations and project assumptions:
Provide Netgain with full access to relevant functional, technical, and business resources with adequate skills and knowledge to support the performance of Professional Services.
Provide any notices, and obtain any consents, required for Netgain to perform Professional Services.
Timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from Customer’s officers, agents, and employees, in advance of deadlines for delivered services.
Supplemental Requirements for NetSuite Cloud Service Products/SuiteApps only:
NetSuite subscription license service prior to the commencement of Professional Services under this PSA and maintain such subscription for the duration of the Professional Services provided under this PSA.
Administrator-level access (or equivalent) to any NetSuite production and/or shared development/sandbox environments for Netgain to perform Professional Services.
Uninterrupted access to NetSuite environment(s) during the Professional Services Period without environment refreshes that require duplication or recreation of services.
3.2 Project Timelines and Service Impacts
Project timeline Quotes are based on availability of Customer resources and key decision makers. Lack of access or change to project stakeholders may impact project timelines and costs if decisions cannot be made in timely fashion, and Netgain will not be responsible for any deficiency in performing Professional Services if such deficiency results from Customer’s failure to meet the obligations above.
4. CHANGE ORDERS
4.1 Change Order Request Process
If Customer or Netgain requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Professional Services Agreement, the party seeking the change shall propose the applicable changes by written notice. Within three (3) business days 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. Netgain will prepare a change order via a Quote Form describing the proposed changes to the Professional Services Agreement 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 shall be deemed part of, and subject to, this PSA. If the parties disagree about the proposed changes, the parties shall promptly escalate the change request to their respective senior management for resolution.
5. PROFESSIONAL SERVICES FEES, EXPENSES, & TERM
5.1 Professional Services Fees
Customer acknowledges that the Quoted total price indicated in the Quote is based solely on the information provided to Netgain and the assumptions documented in this PSA. Any requirement(s) not included herein, or items not contemplated, will be considered outside of the scope of this PSA and will be handled through a Change Request and may result in additional cost.
5.2 Professional Services Expenses
Because Professional Services are typically performed remotely, no expenses are expected under this agreement, unless otherwise agreed to and provided for in the Quote Form.
5.3 Term
This PSA shall be effective as of the Effective Date of the Agreement and the Professional Services must be completed within 90 days of the Effective Date, unless otherwise indicated on the Quote Form. In the event that any portion of the Professional Services not used within the Professional Services Period due to Customer’s failure to fulfill its obligations hereunder, such Professional Services will be forfeited by Customer, with no further action required of either party, and Customer will not be entitled to a refund, or any credit toward additional or other Professional Services, for any unused portion of the fees paid for any unused portion of the Professional Services. In order for Netgain to provide Professional Services to Customer after the Professional Services Term, Customer and Netgain must mutually agree to a Change Order, and Netgain is not obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until Customer and Netgain have agreed to the proposed change to this PSA.
6. OTHER PROVISIONS
6.1 Tools
Notwithstanding any other provision of this PSA: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Netgain to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables or as otherwise agreed by Customer; and (ii) the term “Deliverables” shall not include the Tools. Tools are Netgain Confidential Information.
6.2 Subcontracting
Netgain’s relationship with Customer pursuant to this PSA will be that of an independent contractor. Neither party will have any authority to bind the other, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of the other.
EXHIBIT A: PRODUCT IMPLEMENTATION SCOPE OF SERVICES FOR NETSUITE PRODUCTS
When indicated on Customer Quote, Customer has engaged Netgain to support the deployment, installation, setup, and configuration of the Netgain Product(s) into Customer’s NetSuite instance. Professional Services to be provided follow below. Any Professional Services not expressly included in the Quote or the Scope of Services sections below are considered out of scope for Netgain.
A.1. Standard Implementation Scope of Services
The following activities will be performed during this SOW. The primary responsibility for each activity will reside with Customer, Netgain, or both, as outlined in the Scope of Services below, unless separately indicated in the signed Quote.
A.2. Supplemental Implementation Scope of Services for Customers Newly Acquiring NetSuite
In addition to the standard scope of services above, the following additional activities are to be performed during this SSA by Netgain for Customer who purchased Netgain Product(s) in conjunction with new installation and deployment of NetSuite. The supplemental services provided by Netgain will be limited to the areas where Netgain Product(s) directly influence or impact the overall implementation.
A.3. Supplemental Scope of Services—Migration from Sandbox to Production
Customer may have one or more instances of a NetSuite Sandbox environment in addition to Production. For those engagements, Netgain will perform the activities in the Scope of Services within a single NetSuite environment as directed by Customer (whether Production or Sandbox). When activities are performed by Netgain in a Sandbox environment, unless specifically identified in the signed Quote, Netgain will be responsible only for the activities indicated as responsible in the table below. Customer may request additional support for migration activities by submitting a Change Request as outlined in Exhibit A, Section 2. Change Request Process.
EXHIBIT B: PRODUCT IMPLEMENTATION SCOPE OF SERVICES FOR STANDALONE PRODUCTS
When indicated on Customer Quote, Customer has engaged Netgain to support the deployment, installation, setup, and configuration of the Cloud Service for the Standalone NetLease Module. Professional Services to be provided follow below. Any Professional Services not expressly included in the Quote or the Scope of Services sections below are considered out of scope for Netgain.
B.1. Standard Implementation Scope of Services
The following activities will be performed during this SOW. The primary responsibility for each activity will reside with Customer, Netgain, or both, as outlined in the Scope of Services below, unless separately indicated in the signed Quote.
