Professional Services Addendum.

PROFESSIONAL SERVICES ADDENDUM

This Professional Services Addendum (“Services Addendum”) supplements and is incorporated by reference into and made a part of the Agreement between Customer and SIS. Capitalized terms not defined in this Services Addendum shall have the meaning ascribed to them in the Agreement. In the event of a conflict between this Services Addendum and the Agreement, the terms of the Agreement shall govern unless this Services Addendum expressly states the terms of the Services Addendum shall control.

1. Application. This Services Addendum governs the Customer’s purchase and receipt of Professional Services as described in one or more Order Forms executed by the parties from time to time.

2. Scope. SIS will provide to Customer the Professional Services specified in each Order Form, subject to Customer’s payment of Professional Services Fees (as defined below) in accordance with the terms of this Services Addendum. Any modification to the Professional Services, including but not limited, the scope, delivery schedule, or fees, shall be agreed to by the parties in writing pursuant to a change request to the applicable Order Form (each a “Change Request”). A Change Request must be signed by parties prior to the implementation of such changes.

3. SIS’s Obligations. SIS shall perform the Professional Services for Customer as described in any Order Form. SIS shall perform such Professional Services in a reasonable, professional, and workmanlike manner in keeping with industry standards and practices. SIS shall be entitled, in its sole discretion, to determine the method and means for performing the Professional Services. Customer acknowledges and agrees that SIS may retain the services of independent consultants (“Subcontractors”) from time to time to perform, or to assist SIS in performing the Professional Services. SIS personnel or Subcontractors shall remain under the direction and control of SIS. SIS shall use reasonable efforts to comply with all Customer procedures and rules that have been communicated to SIS in writing prior to the commencement of the applicable Order Form.

4. Customer’s Obligations. Customer acknowledges and agrees that performance of Professional Services is heavily dependent upon information and responses to be provided by Customer. Accordingly, in addition to any specific responsibilities set out in writing between the parties, Customer shall: (i) allocate sufficient resources and provide any information, documentation, or any other support as reasonably necessary to enable SIS to perform its obligations under each Order Form; (ii) carry out reviews and respond to requests for approval or information in a timely manner; (iii) deliver all Customer deliverables or other obligations as specified in an Order Form in a timely manner; (iv) ensure that SIS has available to them personnel familiar with Customer’s requirements and with the expertise necessary to permit SIS to undertake and complete the Professional Services; (v) designate an internal project manager for each Order Form to serve as a primary point of contact for SIS; (vi) make available to SIS all equipment, material, information, data, network access and/or facilities that SIS may reasonably require to carry out its obligations; and (vii) if applicable, make all commercially reasonable efforts to maintain and comply with the project plan as agreed to between the parties in any Order Form. Customer acknowledges that any delay on its part in the performance of its obligations may have an impact on SIS’s performance of the Professional Services and SIS shall not be liable for any delay to the extent caused by Customer’s failure to fulfill any of its requirements under the Agreement, this Services Addendum and/or any Order Form. In the event Professional Services are performed on Customer’s premises, Customer shall provide to SIS such workspace, computers, equipment, and software as is reasonably required by SIS for the performance of its obligations.

5. Delays. If the performance of SIS’s obligations under this Agreement are prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, then SIS shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Fees. Customer shall pay SIS the fees set forth in the applicable Order Form (“Professional Services Fees”). All Professional Service Fees shall be paid in accordance with the Agreement or as otherwise agreed to in the Order Form. Customer shall reimburse SIS for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by SIS in the performance of any Professional Services, provided that such expenses are approved in advance in writing by Customer. The Professional Services Fees shall exclude all applicable federal, state, provincial, value-added, goods and services, harmonized and local taxes (other than taxes on SIS’s net income).

7. Intellectual Property Rights. Except as set forth in the Agreement or otherwise set forth in the relevant Order Form, SIS shall own all right, title and interest and all intellectual property rights to any Deliverables created by SIS pursuant to this Services Addendum or any Order Form hereunder. SIS shall retain all right, title and interest and all intellectual property rights to any and all SIS proprietary information and SIS software (including, without limitation, any modifications to the Services and/or Deliverables). Subject to payment of the applicable fees set forth in the Order Form, SIS grants to Customer a perpetual, worldwide, fully-paid, royalty-free, non-exclusive, non-transferable (except as provided in the Agreement) license to use the Deliverables created pursuant to this Services Addendum or any Order Form for the purposes described in the accompanying Order Form.

8. Warranty. SIS warrants that the Professional Services will be performed in a professional and workmanlike manner in accordance with the generally accepted industry standards. EXCEPT AS PROVIDED UNDER THIS SECTION 9, SIS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PROFESSIONAL SERVICES, WHETHER EXPRES OR IMPLIED, STATUTORY OR OTHERWISE, AND SIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Last updated: June 1, 2023