Statement of Work Terms and Conditions

These Statement of Work Terms and Conditions (“Terms”) are included and incorporated into any Statement of Work (“SOW”) entered into between Customer and Invoca, Inc. (“Service Provider” or “Invoca) and by executing an SOW that incorporates these Terms, Customer agrees to the terms and conditions herein. Capitalized terms not otherwise defined in these Terms have the meanings provided in the Master Services and Subscription Agreement, Order Form, or Statement of Work set out between the Parties.

1. Services. Service Provider shall provide to Customer professional services as set forth in an SOW between the Parties (the "Services"). Service Provider shall provide the Services: (a) in accordance with the terms and subject to the conditions set forth in this Addendum; (b) using personnel of required skill, experience, licenses, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) in accordance with generally recognized industry standards in Service Provider's field. Any changes to the scope of Services must be agreed by the parties in a written amendment.
2. Acceptance/Completion Criteria. Upon completion of the Professional Services under the SOW, Invoca shall deliver to Customer a Professional Services Acceptance Acknowledgement ("Acceptance Form"). Customer will execute and return the Acceptance Form within 10 business days of Customer's receipt thereof.  If a completed Acceptance Form has not been received by Invoca within 10 business days, the Professional Services specified in the Acceptance Form will be deemed accepted unless Customer has objected to the acceptance in writing. If Customer objects to such acceptance, Customer shall (i) provide a written list of items to be corrected, excluding minor items that do not affect performance as specified in the SOW; and (ii) demonstrate to Invoca staff the defect(s) or performance failure of the specified Professional Services. Upon receipt of Customer's notice of non-acceptance, Invoca shall promptly commence, at no additional cost or charge to Customer, all reasonable efforts to complete, as quickly as possible and in the period to be agreed upon by the Parties in writing from receipt of Customer's notice, such necessary corrections, repairs and modifications to the specified Professional Services to bring them into substantial conformance with the specifications in the SOW. If any corrective measures are required, upon its completion of all such measures, Invoca shall resubmit to Customer the Acceptance Form and the process set forth will be repeated; provided that, if Customer determines that the Professional Services, as revised, still do not comply in all material respects with the specifications, this process shall continue until the Professional Services are completed by Invoca and accepted by Customer. Customer shall not unreasonably withhold acceptance under this SOW. 
3. Change Order Process. In the event that there is an unexpected change in scope or an adjustment to the SOW is needed, a Change Order form will need to be completed and signed for work to continue. Customer shall communicate to Invoca any changes or modifications requested to the SOW. Changes include, but are not limited to, scope, timeline, deliverables, product/service and resources. If Invoca accepts and agrees to the changes, Invoca will modify the SOW or issue a Change Order form with the accepted changes. Invoca will also make modifications to the pricing to reflect the changes requested for the SOW as well as the project plan to reflect any changes in the dates and milestones. Invoca will work closely with the Customer to review the changes to ensure minimal impact to projected milestones and go-live date. Invoca is not responsible for any delays in the implementation due to changes made by the Customer to the SOW.
4. Key Assumptions. Fees for Services are set forth in the SOW. The Services as set therein represent the entirety of the Services that Customer will be entitled to for the duration of the Term, unless the Parties otherwise mutually agree in writing via a Statement of Work or a Change Order. Services will not carry over to any renewal terms. 
5. Out of Scope. Any items not explicitly outlined in the SOW are considered out of scope for the project and would necessitate a Change Order to be included. 
6. Service Pricing/Fees. The Professional Services described in this SOW will be provided on a fixed fee basis. Fees listed in the table within the SOW are estimates based on information the Customer has provided to Invoca. This estimate does not represent a commitment or guarantee of minimum or maximum hours required to complete the tasks described above. Should there be any change to the information that effects the basis of the estimate, Invoca will notify the Customer, and the parties will work in good faith to execute a Change Order form or additional Statement of Work to minimize the impact to changes in the scope of the engagement. Travel and expense fees are not included in this agreement and will require amendment if these services are required. Invoca will submit invoices to Customer for Professional Services and any associated expenses monthly. Customer shall pay Invoca the fees and expenses set forth on the applicable Order Form in accordance with the terms of the Agreement and any payment terms detailed on the Order Form. Actual reasonable and out-of-pocket expenses and tax are not included herein and will be invoiced separately per the terms of the Agreement. A potential increase in hours may occur for, but is not limited to, any of the following reasons:some text
   1. Extended discovery sessions required to understand Customer's requirements and determine scope;
   2. Customer's project team struggles to meet deadlines and Cooperate, as defined below. Examples include:some text
      1. failing to complete ''to do'' items in a timely fashion,
      2. failing to regularly participate in status meetings,
      3. recurring, significant modifications of the scope; or 
      4. recurring challenges related to data sourcing and/or data quality.
   3. If project delays are incurred due to Customer's failure to Cooperate, this SOW will expire at the end of the SOW Term and Invoca will be relieved of any further Professional Services which have not been completed under this SOW.  Any additional Professional Services delivered will be at the discretion of Invoca, and will require a new Statement of Work.
7. Customer's Obligations. Customer shall: (a) Remain engaged throughout the duration of the Services by actively participating, providing requested integration information, and otherwise completing its obligations as set forth herein in a timely manner (“Cooperate”); (b) perform and complete activities related to discovery and functional and technical analysis; (c) establish a communication and escalation plan including assigning appropriate resources who are knowledgeable about the technical and business aspects involved in the project including a dedicated project manager; (d) provide access to any third-party services or software, as required; (e) procure services or software and license rights necessary for the Invoca Subscription Service to integrate to such services or software; (f) pay any Invoca costs required to enable SSO on applications that are in scope of this engagement; (g) provide and test all necessary remote access by Invoca to Customer systems prior to the commencement of the Services, as required; (h) be responsible for all hardware/virtual machines operating system(s), browser(s), commercial application(s), code for custom developed applications, application/web server(s), directory(s), database, network, proxy, and firewall maintenance and security as well as an active backup and recovery strategy as applicable for the aforementioned; (i) provide complete and accurate data for integration with the Invoca Subscription Service; (j) prepare and manage all corporate communications and training activities to promote greater adoption and higher satisfaction from users. Sample communication templates may be provided for Customer use; and (k) coordinate access to rooms, necessary equipment and building(s) for Invoca Services as may be required for Invoca personnel providing services onsite.