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esri
<br />IMPLEMENTATION SERVICES ADDENDUM
<br />FOR SERVICES PACKAGES
<br />Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
<br />I. DEFINITIONS
<br />"Commercial Off -the -Shelf Software" or "COTS Software"
<br />means all or any portion of Esri's proprietary software technology
<br />accessed or downloaded from an authorized Esri website or
<br />delivered on any media, in any format, including backups, updates,
<br />service packs, patches, hot fixes, or permitted merged copies,
<br />available under license to the general public.
<br />"Map Data" means any digital dataset(s) including geographic,
<br />vector data, coordinates, raster, or associated tabular attributes
<br />supplied by either party for use in the performance of this
<br />Addendum.
<br />"Services" means consulting support being performed by Esri on a
<br />time and materials basis in exchange for compensation from
<br />Customer.
<br />"Services Output" means any work product produced by Esri as a
<br />result of Services provided under this Addendum. Services Output
<br />can include, but is not limited to, reports, training materials, and
<br />custom software code.
<br />"Services Package(s)" means a predefined unit of Services
<br />provided at a firm fixed price, as stated in Esri's proposal.
<br />2. OWNERSHIP AND GRANT OF LICENSE
<br />Except as specifically granted in this Addendum, Esri owns and
<br />retains all rights, title, and interest in Services Output. Subject to the
<br />terms and conditions in this Addendum, Esri grants to Customer a
<br />nonexclusive, royalty -tree, worldwide -license to use, modify, and/or
<br />reproduce Services Output in connection with Customer's
<br />authorized use of Esri's COTS Software.
<br />3. PATENTS AND INVENTIONS
<br />Esri and Customer will retain title to any inventions, innovations,
<br />and improvements ("Inventions") made or conceived solely by its
<br />principals, employees, consultants, or independent contractors
<br />("Inventors") during the term of this Addendum. Esri and Customer
<br />will jointly own any Inventions made or conceived jointly by
<br />Inventors from both parties. Where Inventions are jointly owned,
<br />each joint owner will share equally the costs of acquiring protection
<br />for the Inventions and furnish the other joint owner with assistance
<br />reasonably required for acquiring protection. Neither Esri nor
<br />Customer may license, transfer, or sell its interest in jointly owned
<br />Inventions without the written consent of the other party, which will
<br />not be unreasonably withheld.
<br />4. COMPENSATION
<br />Esri will perform and invoice Services on a firm fixed price basis,
<br />and the deliverable will be consultation time. Esri will invoice
<br />Customer for all Services Packages ordered upon receipt of a valid
<br />Customer Purchase Order/ordering document. The Purchase
<br />Order/ordering document will confirm the quantity and price of the
<br />Services Packages ordered, as described in Esri's proposal or
<br />quotation, and will reference Customer acceptance of this terms and
<br />conditions document. Esri standard payment terms are net 30 days
<br />from receipt of an Esri invoice. Payment will be made to the Esri
<br />address identified on the Esri invoice. For Services provided beyond
<br />the period of performance proposed or provided in a new calendar
<br />year, Esri reserves the right to increase the Services Package price in
<br />accordance with Esri's most current price schedule. Esri's obligation
<br />for completion of the Services proposed is limited to the hours
<br />outlined in the Services Package descriptions within Esri's statement
<br />of work. If additional time is required to complete Customer's goals
<br />or activities set forth in the applicable statement of work, Esri and
<br />Customer will amend the Purchase Order/ordering document, as
<br />mutually agreed, by increasing the quantity of Service Packages
<br />ordered and issuing a new or amended Purchase Order/ordering
<br />document. Esri may, at its sole discretion, stop work to avoid
<br />exceeding the total hours allotted in a specific Services Package.
<br />Unused labor hours or travel remaining after the performance of a
<br />Services Package will expire and not be available for performance at
<br />a later date. If funded Services Packages have not been performed
<br />within twelve (12) months of the Esri invoice date, the Services
<br />Package will expire, and no refund will be provided. Any
<br />amendment to the Purchase Order/ordering document to add
<br />Services Packages will not affect the rights or obligations of the
<br />parties under this Addendum.
<br />5. LIMITED WARRANTY AND DISCLAIMER OF
<br />WARRANTIES
<br />Esri warrants for a period of ninety (90) days from the date of
<br />performance that Services will substantially conform to the
<br />professional and technical standards of the software industry. If
<br />Services do not substantially conform to these standards, Customer
<br />may require Esri to reperform Services at no additional cost to
<br />Customer. Services Output is provided as is without warranty of any
<br />kind.
<br />Disclaimer of Warranties. With the exception of the limited
<br />warranty set forth in this Article, Esri disclaims and this
<br />Addendum expressly excludes all other warranties, express or
<br />implied, oral or written, including, without limitation, any and
<br />all warranties of merchantability or fitness for a particular
<br />purpose.
<br />In addition to and without limiting the preceding paragraph,
<br />Esri does not warrant in any way Map Data. Map Data may not
<br />be free of nonconformities, defects, errors, or omissions; be
<br />available without interruption; be corrected if errors are
<br />discovered; or meet Customer's needs or expectations.
<br />Customer should not rely on any Map Data unless Customer
<br />has verified Map Data against actual data from documents of
<br />record, field measurement, or observation.
<br />6. LIMITATION OF LIABILITY AND EXCLUSIVE
<br />REMEDY
<br />In no event will Esri be liable to Customer for procurement of
<br />substitute goods or services; lost profits; lost sales; business
<br />expenditures; investments; business commitments; loss of
<br />goodwill; or any indirect, special, exemplary, consequential, or
<br />incidental damages arising out of or related to this Addendum,
<br />however caused or under any theory of liability, even if Esri has
<br />been advised of the possibility of such damages.
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