Professional Services Agreement

This Professional Services Agreement governs the provision of professional services by Employ, Inc. (together with its affiliates “Employ”) to a customer (“Customer”) identified in the statement of work (“SOW”) referencing this PSA. By mutually executing a SOW with Employ that references this PSA, a Customer agrees to this PSA (together with the SOW, the “PSA”). This PSA is made subject to the Master Subscription Agreement (or similar agreement) made between the Parties. Customer’s represent that the individual executing the SOW is entering into this PSA on behalf of the entity identified on the Order Form (“Customer”) and that the individual executing the Order Form has authority to bind the Customer to this PSA.

This PSA was last updated January 3, 2023.

1. Professional Services.

1.1 Professional Services. Employ may provide implementation services (“Implementation Services”) or professional services (together with Implementation services, “Professional Services”) to Customer under a mutually agreed SOW.

1.2 Access. Customer shall cooperate with Employ by providing to Employ such information and access to Customer’s personnel, facilities, equipment, databases, software, and other resources as are required by the nature of the Services to be provided or as Employ may reasonably request. The timely, complete, and accurate receipt of all such information and access is a condition of Employ’s performance and price commitments specified in any SOW issued and accepted pursuant to this PSA. Customer shall respond promptly to any reasonable request for information made by Employ.

1.3 Expenses. Customer shall pay all reasonable expenses incurred by Employ personnel in the performance of the Professional Services and pre-approved by Customer in writing. Employ shall provide reasonably detailed information regarding such expenses. All expenses incurred by Employ personnel shall be in accordance with Employ standard travel and expense policy. Such expenses shall be billed monthly and payable thirty (30) days from the date of invoice.

1.4 Subcontracting. Employ shall have the right, in its sole discretion, to subcontract the performance of Professional Services to any reasonably qualified third party, provided that Employ shall remain responsible for the performance of any such third party.

2. Change Control Process. Employ may require a formal request, in writing via email, approved by Customer for any change that impacts or deviates from the work outlined in a SOW (“Change Order”). In the event a Change Order is needed the work described in the Change Order will not be performed until Customer has approved the change in writing. Employ is responsible for creating and managing all Change Order requests submitted on the project according to the following process:

2.1 Provide the reason for the change, designation of the change as a change in scope or schedule, description of the change, and the cost impact in dollars to the designated Customer lead for the project.

2.2 Track the status of each Change Order by submitted, in review, approved or rejected.

2.3 Customer is responsible for the timely review and disposition of Change Orders. Delays in providing disposition or resolving project integrity issues which could result from a rejected Change Order may delay project.

3. Intellectual Property.

3.1 Employ IP. Employ retains all right, title and interest to the means, processes, methods, Employ software (the “Services”), Documentation, designs, know-how (collectively the “Background Materials”) which Employ creates independently of the Professional Services for Customers. Background Materials will at all times remain the property of Employ, and Customer will receive a non-exclusive, fully paid license to use the Background Materials that are provided under a SOW solely in connection with the Deliverables with which they were provided under the terms of the PSA.

3.2 Deliverables. All work product, custom software designs and custom documentation defined in a SOW and delivered to customer as part of a Professional Services engagement, excluding Background Materials (“Deliverables”) produced by Employ in the course of providing the Professional Services identified in a SOW shall be owned solely by Employ. Employ hereby grants Customer a worldwide, perpetual, irrevocable, non-exclusive, non-transferable (except to a successor by way of merger, reorganization or sale of assets), royalty-free license to use and modify the Deliverables solely for its internal business purposes.

3.3 On Premise License. Licenses for Deliverables or for Services made available for download by Customer (“On Premise Services”) or Professional Services will become, effective upon payment by Customer in full, the exclusive property of Customer

4. Delivery

4.1 Employ will provide the Professional Services in a professional and workmanlike manner, consistent with industry standards.

4,2 Employ will contact Customer within eight (8) business days following the effective date of an Order or SOW to schedule a Professional Services kickoff call to be scheduled at a mutually agreed date.

4.3 Professional Services delivery will be deemed complete upon Employ’s completion of Deliverables identified in an applicable SOW as determined by Employ in Employ’s sole, reasonable discretion, unless other acceptance or completion criteria is specifically identified in the applicable SOW.

5. Fees.

5.1 Fees. Customer will pay Employ the applicable fees described in the SOW or applicable Order Form (collectively, “Fees”) in accordance with the terms of this PSA. Except as expressly set forth in this PSA, all Fees are non-cancellable and non-refundable.

5.2 Invoices. All Fees for fixed priced Professional Services will be invoiced upfront upon the effective date of the applicable Order Form or SOW, unless otherwise identified in the Order Form or SOW. All Fees for time and materials Professional Services will be billed monthly in arrears as the Professional Services are actually performed. Unless otherwise specified in an Order Form, Employ will bill through an invoice and full payment for invoices issued must be received by Employ thirty (30) days after the electronic delivery date of the invoice.

5.3 Taxes. Any amounts payable hereunder are exclusive of, and Customer shall be responsible for all taxes, including general sales tax, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of Employ, unless Customer provides to Employ a valid tax-exempt certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Employ on account thereof.

5.4 Forfeiture. Should Customer elect to postpone the Professional Services, Customer must notify Employ via email and a new desired Kickoff Date or follow-up date noted by customer. Impact/Changes to any pre-discussed “Go-Live Dates” will be re-negotiated should the postponement action occur by the Customer. If Customer postpones the Professional Services within ten (10) days of the Kickoff Date or does not attend the scheduled kickoff call, this will be considered an “attempt” to provide the Professional Services. The Professional Services will be forfeited after three (3) “attempts” or one (1) year from the first scheduled Kickoff Date, whichever occurs first (“Forfeiture Event”). In the event of a Forfeiture Event, Customer will not be entitled to a credit or refund for the Professional Services.

5. Miscellaneous.

5.1 Dispute Resolution.

5.1.1 In the event of any dispute, claim, question, or disagreement arising from or relating to this P, the parties will use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

5.1.2 If the parties do not reach such solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes shall be finally settled by binding arbitration taking place in New York, New York. Each of the parties to this P hereby agrees and consents to such venue and waives any objection thereto. The arbitration shall be conducted in English, on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing party shall be entitled to an award of reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction sitting in New York, New York.