This Professional Services Schedule (“Service Schedule”) supplements and is incorporated by reference into the Master Services Agreement https://www.thinkresearch.com/ca/company-overview/msa. This Services Schedule applies solely to the services and software described in this Services Schedule and is effective so long as there in an active Order Form or Statement of Work. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.
- Performance of Professional Services
- Fees; Project Management. Customer will pay Think Research for Professional Services at rates and under payment terms described in the applicable Order Form or SOW (“Professional Fees”). Unless otherwise agreed in the applicable Order Form or SOW, Professional Fees will be invoiced in total on the Order Start Date of the Order Form or SOW. For each Professional Services project described in an Order Form or SOW, each party will designate a single point of contact within its organization to manage the project (“Project Manager”). The Project Managers will communicate as necessary to manage the Professional Services to be performed under the Order Form or SOW.
- Performance Standard. Think Research warrants to Customer that the Professional Services will be performed in a competent and workmanlike manner by qualified personnel.
- Professional Services Product Licensing
- Proprietary and Intellectual Rights. “Proprietary and Intellectual Property Rights” means, with respect to any material (hereinafter, a “Work”), (a) all patents, copyrights, trademarks, trade secrets and any other intellectual property or proprietary rights and legal protections worldwide in and to such Work including but not limited to all rights under treaties, conventions, applications and registrations related to any of the foregoing; (b) all applications, registrations and rights to make applications and registrations for the foregoing; (c) all renewals, extensions, reversions or restorations of all of the foregoing; (d) all goodwill associated with the Work; (e) all rights corresponding to each of the foregoing throughout the world, including but not limited to the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, or prepare derivative works from the Work; (f) all causes of action for infringement based on the Work or for other violations of any of the foregoing; and (g) all income, royalties, damages, claims, and payments now or hereafter due or payable with respect to any of the foregoing.
- Customer Materials. Any non-Think Research materials provided by Customer to Think Research for use by Think Research in the course of performing Professional Services (“Customer Materials”) will be used by Think Research solely to perform the Professional Services purchased under the applicable Order Form or SOW. As between the parties, Customer will continue to own the Customer Materials and all Proprietary and Intellectual Property Rights therein and thereto.
- Ownership. Except for Customer Materials, as between the parties, all of the following, and all Proprietary and Intellectual Property Rights therein and thereto, are and shall be the sole property of Think Research (a) any software provided to Customer under an Order Form or SOW and components thereof; and (b) all other works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made in whole or part by Think Research, whether as part of Think Research’s performance of the Professional Services or otherwise.
- License Grant. Subject to these terms and conditions, Think Research grants to Customer a nonexclusive, worldwide, royalty-free license to use the Work provided to Customer under the Order Form or SOW, solely for purposes of Customer’s internal business operations only. The license granted to Customer in this Section 2.4 (License Grant) is not sublicensable, assignable or transferable, by operation of law or otherwise, without the advance written consent of Think Research. Any purported sublicenses, assignments or transfers in violation of this Section 2.4 (License Grant) will be void.
- Customer Responsibilities; Change Management
- Customer Responsibilities. Customer will, at no cost to Think Research:
- provide accurate information and access to Customer personnel that are required in order for Think Research to perform the Services;
- ensure that its systems are up to date and meet the technical requirement in order for Think Research to perform the Services;
- review any Work according to the requirements of this Agreement;
- back-up all systems containing data or software to which Think Research will have access when performing the Services;
- implement reasonable measures to prevent Think Research’s inadvertent access to any confidential computer records or data not necessary for Think Research’s performance of the Services; and
- Acceptance of Deliverables. Each party agrees to respond to the other in a timely fashion when acceptance of a deliverable is pending. Customer will accept or reject a deliverable within ten (10) business days of Think Research’s submission of such deliverable. Failure to reject a deliverable in writing within this time frame will constitute acceptance of the deliverable. In the event of rejection of a deliverable, Customer will provide written notice to Think Research specifying the nature and scope of the deficiencies in sufficient detail to enable Think Research to remedy the deficiencies. Think Research will use reasonable efforts to respond to Customer within five (5) business days after receipt of the rejection notice describing the manner and time frame in which Think Research proposes to correct any deficiencies, or by actually correcting the deficiencies. In the former case, Customer will use reasonable efforts to accept or reject Think Research’s proposal for correcting any deficiencies within five (5) business days after receipt of Think Research’s proposal. Upon Think Research’s delivery of the corrected deliverable, Customer will use reasonable efforts to accept or reject the deliverable within five (5) business days. If Customer does not accept a corrected deliverable or Think Research’s proposal for correcting any deficiencies, Think Research may terminate the Services and refund the fees paid for the Professional Services that Customer returns to Think Research.
- Change Management. “Change Management” refers to a process by which the parties agree on a change or modification to the Work Product by Think Research or to the scope of Services. “Change Order” refers to the document describing the change or modification agreed to pursuant to the Change Management process. Requests by Customer or Think Research for such changes will be made in writing to the other party. Think Research will prepare the Change Order which will contain, at a minimum, the following information:
- A description of any additional work to be performed and/or any changes to the Work Product or Services;
- A statement of the anticipated impact of the work or changes on the Services and the project schedule; and
- The estimated cost to complete the work specified in the Change Order.
- Customer Responsibilities. Customer will, at no cost to Think Research:
