Actionstep Services Agreement

Schedule A

GENERAL TERMS AND CONDITIONS

1.  Agreements.  This Schedule A, General Terms and Conditions (“General Terms and Conditions”), contains the general terms and conditions governing the relationship between the Parties as part of any related Agreement.

2.  Term.  The term of this Agreement shall begin as of the Effective Date and continue in perpetuity unless such Agreement is terminated by either party by written notice of termination pursuant to the provisions of any Change Order or these General Terms and Conditions. 

3.  Services.  During the term of this Agreement, MM shall provide Client the Services described in this agreement and any related Change Orders.  The Services shall be provided by MM in accordance with the timeline, if any, set forth on such Agreement.  Client shall satisfy all of Client’s obligations, if any, set forth on such Agreement.

Except as otherwise provided, Client shall be responsible for providing the hardware, software, and materials and for providing MM with the information and access to Client’s accounts and data as are necessary for MM to render the Services.  Except as otherwise provided, Client shall be responsible for the application, operation, maintenance and support of its systems, hardware and software and all components thereof including, but not limited to, the implementation of appropriate procedures, training and safeguards and routine backups.  To the extent that MM or any third party manufacturer specifies any preventative maintenance with respect to the Services, Client shall be responsible for such maintenance. 

4.  Compensation.  Client shall compensate MM for the Services in accordance with the terms in the Agreement.  Any initial payment for fixed fee services will be paid on submission of the signed agreement/form.  For any future fees, Client shall make payments to MM within thirty (30) days after invoice date, which will also be the date invoice is emailed to Client. (Net 30 invoices)  Such invoice shall also itemize any reimbursable expenses.  Client shall also pay any sales, use, value-added, or other tax or charge imposed by any governmental entity upon the sale, use, or receipt of the Services.  Late payments shall accrue interest at the rate of 1.7% per month, or the maximum rate allowed by applicable law, whichever is lower.

Checks are preferred, MM can also accept all major credit cards.  There may be an additional fee for credit card use.

Except as expressly set forth on a Change Order or Implementation Scope, Client shall be responsible for all expenses incurred by MM under this Agreement. 

Client understands and agrees that unlike normal service fees, “Travel Expenses” will be invoiced when incurred and are due in 14 days.  When MM is traveling, the following expenses are expected to be included: Airfare for distances greater than 200 miles; Rental car and fuel for needed travel, or IRS standard mileage rate; IRS standard Per-diem for the nearest major city; and hotel of Best Western or similar/greater quality.  Hotel should be within 15 minutes of the location for services or additional fees may apply and will be set out in the associated Implementation Scope or Change Order.  To the extent that the reimbursement of any travel-related expenses is authorized b Client, Client shall reimburse MM for all reasonable expenses. 

If Client does not make their payments and does not make acceptable arrangements with MM, MM may send the balance to collections once a balance is 60 days past due. Client agrees in such a situation they will be liable for the entire amount plus the cost of collections and that Mauve Morpho may need to share some limited otherwise confidential data as evidence of the work performed.

5. Marketing.  Client grants MM the right to use Client’s name, service marks, and a description of its services in MM’s marketing materials or other written promotional campaigns.  Either Party may elect to issue a press release related to this Agreement with prior approval from the other Party, which approval shall not be unreasonably withheld. This clause is largely to allow MM to reference other clients in conversation without worrying about accidentally revealing who a client is.

6.  Warranties.  Mm makes no warranties of any kind, expressed or implied regarding the functionality of hardware or software, but instead relies on the warranties provided by the manufacturer of each product.  Except as expressly stated in any agreement or these general terms and conditions, MM does not make, and hereby disclaims, any and all express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, noninfringement and title, and any warranties arising from a course of dealing, usage or trade practice. MM warrants that any products or materials to be installed by MM under any Agreement shall be performed or installed by MM in a workmanlike manner, consistent with generally prevailing industry standards for comparable services, and in compliance with the requirements of such Agreement. 

7.  Limitation of Liability.  In no event shall mm be liable to client, any employee, agent or contractor of client, or any third party, for any loss of profits, loss of business, or indirect, incidental, special, consequential, exemplary or punitive damages arising out of or related to any agreement or these general terms and conditions even if MM has been advised of the possibility thereof.  MM’s liability to client under any Agreement and these general terms and conditions shall in no event exceed the total amount paid by client to MM pursuant to such Agreement for the services during the preceding 12 months.  The foregoing exclusions and disclaimers are an essential part of the Agreement and formed the basis for determining the price charged for the Services.

8. Termination.  The parties hereto may terminate any Agreement, and their respective obligations under such Agreement, as follows:  (1) by MM, if Client fails to pay to MM any payments under any Agreement when due, as contemplated by such Agreement; (2) by any party hereto upon (30) days written notice if the other party hereto materially breaches any term of any Agreement or these General Terms and Conditions or otherwise fails to satisfy any promise or covenant made herein or in any Agreement, and further provided that such party shall fail to cure said breach or failure within such period; ( (3) by MM or Client, with or without cause, upon  (60) days’ written notice of intent to terminate to the other party.  MM or Client’s termination of this Agreement will not relieve Client of its obligations to pay for any Services performed.

9.  Notices.  All notices, demands and communications required or permitted in connection with each Agreement shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the party hereto at the address set forth in the first paragraph of such Agreement (or such other address for a party as shall hereafter be specified by like notice).  Either party may from time to time change its notification address by giving the other party written notice of the new address and the effective date thereof. Notice may also be given via email and will be deemed given upon reply of the other Party confirming receipt.  Both Parties agree to provide prompt reply to any such notices if received; since email is an imperfect medium, receipt and effective notice of emails will not be assumed without reply from the other Party.

10.  Relationship of the Parties.  Neither any Agreement nor these General Terms and Conditions shall create, nor shall be represented by either party hereto to create, a partnership, joint venture, employer- employee, master-servant, principal-agent, or other relationship whatsoever between the parties hereto.

11. Work Made for Hire.  MM agrees that the development of any specific Software (but excluding MM Tools or common code) with development entirely paid by the Client, is “work made for hire”, and that the work product shall be the sole property of Client.  “MM Tools”  means the materials, information, trade secrets, generic programming codes and segments, algorithms, methodologies, processes, tools, data, documents, notes, programming techniques, reusable objects, routines, formulae and templates that MM uses. Most of these: (a) are developed prior to the Services and utilized by MM in connection with the Services; (b) are designed to perform generalized functions not specific to the particular requirements of Client or the Services; (c) do not contain any of Client’s Confidential Information or other information or items provided by Client;

This does not extend to programs largely developed from MMs 

12.  Successors and Assigns.  This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.

13. No Promise of Person. MM may use skilled subcontractors or employees to do some or all of the work under this agreement. This Agreement does not guarantee a specific person from MM unless stated otherwise for a specific request. Anyone performing work under this agreement will adhere to the provisions in the Agreement and will be paid by MM, not directly by the Client.

14. Confidentiality. MM and Client will safeguard the other Party’s confidential information with the same or greater level of security than they protect their own confidential information. Both Parties will access confidential information only to the extent necessary to complete the Services. 

15.  Force Majeure.  Neither party hereto shall be deemed in default of any Agreement or these General Terms and Conditions to the extent that performance of its obligations (other than an obligation of payment) or attempts to cure any breach are delayed or prevented by reason of any act of God, pandemic, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, communication and power line failures, telecommunications services or supplies or any other cause beyond the reasonable control of such party (each, a “Force Majeure Event”).

16.  Modification or Waiver.  The Parties may, by mutual agreement, amend any provision of any Agreement or these General Terms and Conditions, and any Party may grant consent or waive any right to which it is entitled under any Agreement or these General Terms and Conditions or any condition to its obligations under any Agreement or these General Terms and Conditions, provided that each such amendment, consent, or waiver shall be in writing. Any failure to enforce a provision of this document is not a Waiver and does not Waive the ability to enforce the provision at a later time.

17.  Governing Law.  Each Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Oregon and the federal laws of the United States of America.  The parties hereto consent to submit to the jurisdiction of the Courts of the State of Oregon for any actions, suits or proceedings arising out of or relating to each any Agreement or these General Terms and Conditions.  When a dispute arises between the parties and it cannot be resolved by direct negotiation, the parties agree to participate in mediation in good faith.  The mediator shall be chosen by agreement of the parties.  If the parties cannot agree on a mediator, the parties shall use a mediation service that selects the mediator for the parties.  The parties agree that mediation shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this contract shall be construed to limit the parties’ choice of a mutually acceptable alternative resolution method such as a disputes hearing, a dispute resolution board or arbitration.

18.  Severability.  In the event that any provision of any Agreement or these General Terms and Conditions, or any word, phrase, clause, sentence or other provision thereof, should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make such Agreement or these General Terms and Conditions as modified legal and enforceable to the fullest extent permitted under applicable laws.

19.  Entire Agreement.  These General Terms and Conditions and each Agreement and other attachments thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the Parties with respect to such subject matter

20. Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement.  The signatures of all Parties need not appear on the same counterpart.  The delivery of signed counterparts by facsimile, email or other electronic transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

21. Basic Letterhead. Basic letterhead is defined as a document which can be implemented with plain text from the Company contact record and/or an image at top, with or without text at the bottom. Basic Letterhead does not include multiple images or any designs requiring a sidebar on the document template. In MMs experience, most attorney letterheads meet this definition, and those that do not are much more time intensive to implement.