1.1 “Deliverable” means a deliverable resulting from Professional Services under an SOW or Order Form.
1.2 “Professional Services” means work performed by Us, Our Affiliates, or Our or their respective permitted subcontractors under an SOW or Order Form.
1.3 “Online Services” means any online, web-based services and associated offline components made available by Us (or one or more of Our Affiliates) to You under the Agreement.
2. PROFESSIONAL SERVICES.
2.1 Scope of Professional Services. We will provide to You the Professional Services specified in each SOW or Order Form (as applicable), subject to Your payment of all applicable fees as set forth in the “Fees” section of this Agreement.
2.2 Relationship to Online Services. This Professional Services Agreement is limited to Professional Services and does not convey any right to use Online Services. Any use of Online Services by You will be governed by a separate agreement. You agree that Your purchase of Professional Services is not contingent on the delivery of any future Online Service functionality or features, other than Deliverables, subject to the terms of the applicable SOW or Order Form, or on any oral or written public comments by Us regarding future Online Service functionality or features.
2.3 Expenses. You shall reimburse Us for all reasonable pre-approved direct and out-of-pocket expenses incurred by Us in the performance of the Professional Services. We will submit all reimbursable expenses at cost and will keep original receipts on file for a period of One (1) year from issuance thereof or such longer period as otherwise required by law. Copies of receipts will be provided upon request.
2.4 Ownership of IP. The Deliverable and Professional Services provided by Us shall not result in a transfer or assignment of intellectual property rights between the parties. Any Deliverable by Us shall be owned by Us and when provided to You, will be deemed a part of the Services, which may be utilized by You under the terms of this Agreement.
2.5 Location of Professional Services. The Professional Services can be partially or entirely provided remotely or partially or entirely at your location, by mutual agreement of both parties.
2.6 Non-solicitation. Our team shall at all times remain Our employees. You agree not to solicit or recruit for employment or independent contract service any of Our team members. The preceding sentence shall not (i) apply to those who are no longer employed by Us (i.e. have accepted employment with a third party) at least 90 (ninety) days prior to the time You solicit them, or (ii) restrict Your right to solicit or recruit generally in the media and hiring a person who answers any advertisement or who otherwise voluntarily applies for hire without having been initially personally solicited or recruited by You.
Please contact us using the information below if you have any questions about our Professional Services Agreement:
1016 EV Amsterdam