Implementation Services Addendum

This Securonix Implementation Services Addendum (“Addendum”) amends and supplements the agreement between Securonix and you as the individual, the company, or the legal entity (referenced below as “You” or “Customer”) that enters into a written order, statement of work, or similar document with Securonix (hereinafter, “Agreement”). By executing a statement of work that references the Agreement, You agree to the terms and conditions of the Agreement and this Addendum. This Addendum is effective as of the date You execute a statement of work (“Effective Date”) and it applies solely to Implementation Services, as further defined below.

1. DEFINITIONS

1.1. “Change Order” is a formal amendment to an SOW generated by Securonix pursuant to the Change Control Process described below and signed by both parties. Change Orders will be deemed incorporated by reference in the applicable SOW in the absence of an SOW.

1.2. “Deliverables” means a deliverable under an SOW.

1.3. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form (including materials found at documentation.securonix.com) as provided by Securonix to Customer (including any revised versions thereof) relating to the Services, which may be updated by Securonix from time to time.

1.4. “Implementation Services” means the implementation, installation, configuration, consulting, and/or other professional services, if any, performed by Securonix, its Affiliates, or their respective permitted subcontractors, under an SOW.

1.5. “Service” means the Securonix Software-as-a-Service provided and maintained by Securonix and more particularly described or identified in the applicable Order Form, and any updates, patches, bug fixes, and upgrades that Securonix elects to provide to Customer. Services are deemed delivered upon delivery of login credentials.

1.6. “Statement of Work” or “SOW” means a statement of work describing Implementation Services to be provided hereunder, mutually agreed upon between Customer and Securonix or any of their Affiliates and governed by this Addendum.

2. IMPLEMENTATIONS SERVICES

2.1. Scope of Implementation Services. Securonix will provide to Customer the Implementation Services as specified in each SOW, subject to Customer’s payment of all applicable fees as set forth in the “Fees and Payment” section below.

2.2. Relationship to Services in the Agreement. This Addendum is limited to Implementation Services and does not convey any right to use Services. Any use of Services by Customer will be governed by the Agreement or a separate contract. Customer agrees that its purchase of the Implementation Services is not contingent on the delivery of any future Services functionality or features, other than those Deliverables that are subject to the terms of the applicable SOW, or on any oral or written public comments by Securonix regarding future Services functionality or features.

3. CUSTOMER COOPERATION

3.1. Cooperation. Customer will cooperate reasonably and in good faith with Securonix in its performance of Implementation Services by, without limitation:

• (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Securonix to perform its obligations under each SOW;
• (b) timely delivering any Customer deliverables and other obligations required under each SOW;
• (c) timely responding to Securonix’s inquiries related to Implementation Services;
• (d) assigning an internal project manager for each SOW to serve as the primary point of contact for Securonix; actively participating in scheduled project meetings;
• (f) providing access to appropriate and knowledgeable employees and agents of Customer, and continuous administrative access to Customer’s environment and coordination of onsite, online, and telephone meetings all as reasonably required by Securonix; and
• (g) providing complete, accurate and timely information, data and feedback all as reasonably required.

3.2. Delays. Any delays in the performance of Implementation Services or delivery of Deliverables caused by Customer may result in additional applicable charges for resource time and reasonable incidental expenses.

4. DELIVERY, ACCEPTANCE AND CHANGE ORDERS

4.1. Delivery. Securonix will provide the Implementation Services, including any Deliverables, in accordance with the Addendum and the applicable SOW.

4.2. Acceptance Process. Customer is responsible for reviewing and testing all Deliverables in accordance with the SOW pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable. Customer will provide Securonix with written notification of acceptance for each Deliverable promptly upon acceptance; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If Customer, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed-upon acceptance criteria, Customer must so notify Securonix in writing within five (5) business days after submission of the Deliverable, specifying details of the nature and scope of such non-conformance. Securonix will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to Customer as soon as practicable.

4.3. Change Control. In the event of changes in the scope of work or other terms of an SOW, the parties will work together in good faith to agree upon an appropriate Change Order to the SOW following the Change Control Process defined below. Securonix shall have no responsibility to perform additional or modified Implementation Services absent agreement on a Change Order.

4.3.1. Change Control Definitions

• “Change Control” describes the process for managing potential project changes.
• “Change Request” is an informal request by Customer or Securonix to modify the scope of schedule or fees of the Implementation Services to be provided.
• “Change Order” is a formal amendment to an SOW as defined in Section 1.1.

4.3.2. Change Control Process

• Customer or Securonix submits a written (email acceptable) Change Request, including the following:
  • Change description, detailing what is requested to be amended in the SOW;
  • Rationale for the change; and
  • Impact the change may have on the Implementation Services.
• Both Customer and Securonix review the Change Request to determine the merits of the request and the impact on the scope, resources, schedule, fees, and other terms and conditions of the SOW that may result from the implementation of the Change Request.
• The parties decide either to accept or reject the requested change.
• If accepted, Securonix prepares a Change Order, which includes a description of the applicable changes to scope, planned resources, timeline, fees, and other terms and conditions.
• Securonix executes the Change Order and sends it to the Customer.
• Customer executes the Change Order, and if applicable, generates a purchase order associated with that Change Order.
• The Implementation Services described in the fully executed Change Order will be performed by Securonix and included as part of the SOW.

5. FEES AND PAYMENT

5.1. Fees. Customer will pay Securonix for the Implementation Services the rates specified in the applicable SOW, or if no rate is specified in the SOW, Securonix’s standard rate in effect at the time the SOW is executed. Implementation Services are provided on either a time-and-materials or fixed fee basis, as provided in an SOW. Any amount set forth in a time-and-materials SOW is solely a good faith estimate for Customer’s budgeting and Securonix’s resource-scheduling purposes and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. Securonix will periodically update Customer on the status of the Implementation Services and the fees accrued under SOWs.

5.2. Incidental Expenses. Customer will reimburse Securonix for reasonable travel and out-of-pocket expenses incurred in connection with Implementation Services, if applicable.

5.3. Invoicing and Payment. Charges for time-and-materials engagements will be invoiced monthly in arrears unless otherwise expressly stated in the applicable SOW. Charges for fixed fee engagements will be invoiced in advance in the manner as provided in the SOW, unless otherwise expressly stated therein. Invoice amounts will be due net 30 days from the invoice date. Customer is responsible for providing Securonix with Customer’s complete and accurate billing and contact information and notifying Securonix of any changes to such information.

6. TERM AND TERMINATION

6.1. Term. This Addendum commences on the EFFECTIVE DATE and will remain in effect until the earlier of (1) the date it is terminated in accordance with this section and (2) the date on which the Agreement is terminated.

6.2. Termination for Convenience. Either party may terminate this Addendum at any time for convenience upon 10 days’ written notice to the other. To the extent there is an SOW in effect when a party terminates this Addendum, such SOWs shall continue to be governed by this Addendum as if it has not been terminated. Customer may terminate an SOW to the extent set forth in such SOW.

6.3. Termination for Cause. A party may terminate this Addendum and/or any SOW for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

6.4. Payment Upon Termination. Upon any termination of an SOW, Customer will pay, in accordance with the “Invoicing and Payment” section of this Addendum, any unpaid fees and expenses incurred on or before the termination date (such Implementation Services fees to be paid on a time-and-materials or percent-of-completion basis, as appropriate). In the event that Customer terminates an SOW for cause and Customer has pre-paid any fees for Implementation Services not yet received, Securonix will refund such pre-paid fees. In the event that Securonix terminates an SOW for cause, any pre-paid fees for Implementation Services charged on a fixed-fee basis are non-refundable.