M3 Professional Services Addendum

This M3 Professional Services Addendum ( “Professional Services Terms”) apply to Professional Services provided by M3, supplement the M3 Terms of Use (available at www.m3as.com/eula or www.m3as.com/terms-of-use) or written agreement between M3 and a Customer, and supersede any conflicting terms for Professional Services. Capitalized terms used herein have the meaning defined in context or in the M3 Terms of Use.

1.            SCOPE OF PROFESSIONAL SERVICES; DELIVERY

1.1          Service Descriptions. The scope of Professional Services and related deliverables (“Deliverables”) are described in the service descriptions for standard professional services packages provided by M3 and referenced in the Order (“Service Package Description”) or the mutually agreed service description for custom consulting services included in the Order (“Custom Service Offerings”). The Service Package Description and Custom Service Offerings are collectively referred to as “Service Descriptions” in these Professional Services Terms.  Applicable Service Package Descriptions may be referenced on the Order.

1.2          Associates. At its sole discretion, M3 may use its own employees or contractors or employees or contractors of its Affiliates or third-party subcontractors to deliver the Professional Services (each individually an “Associate” or collectively “Associates”). M3 may replace Associates in its sole discretion. M3 remains responsible to Customer for delivery of the Professional Services and the activities of the Associates.

1.3          Out-of-Scope. Any services not specifically described in the applicable Service Description are out of scope. Specifically, the following items are out of scope for all Professional Services: (1) any Deliverable specifically not included in the Service Description; (2) any non-M3 Offerings related work; (3) income tax preparation and filing; (4) audit preparation and/or related defense; (5) tax advice, and (6) creating, managing, and escalating M3 support services.

2.            FEES AND PAYMENT

2.1          Service Fees. The fees for the Professional Services are set out in the Order (the “Service Fees”). The Service Fees exclude license fees, expenses and out-of-scope services. In addition, M3 has developed the Service Fees based on the assumptions described in Section 3. Any changes to scope, timing, or any failure of the assumptions described in Section 3 are subject to additional Service Fees may require an Order amendment to complete the Professional Services.

2.2          License Fees Not Included.  Unless provided for in an Order, product related Fees are charged separately from the Professional Services. Customer must license the applicable Offerings prior to, or concurrent with, the start of Professional Services.

2.3          Expenses. Any expenses incurred by Associate are charged on an actual basis unless otherwise stated in the Order.

2.4          Invoicing. Service Fees will be invoiced and due as described in the Order. If any additional Service Fees are required as a result of additionally Deliverables provided, the additional Service Fees will be invoiced and due as described in the Order modification provided by M3.

2.5          Time & Materials. The Service Fees for time and material engagements are estimates only and billing will be based on actual hours performed at the rates specified in the Custom Service Offerings. For time and materials engagements, the following invoicing rules shall apply: (1) one person-day (“PD”) equals 8 person hours (“PH”) working time; (2) time is booked and invoiced in 1/2 PH increments; (3) a minimum of 8 PH are booked and invoiced for each day of Associate on-site engagement; (4) remote meeting time is booked and invoiced at the greater of the scheduled or actual meeting time in PH; and (5) Associate time for meeting preparation, client emails and client calls are booked and invoiced at actual time spent in PH.

3.            ASSUMPTIONS

3.1          Customer Responsibilities. The successful completion of the Professional Services requires Customer’s cooperation. Customer will fulfill the Customer responsibilities described in the applicable Service Description and provide all information, data, documentation, equipment, and other resources as may be reasonably requested by Associate to enable Associate to meet its responsibilities. Customer is responsible for system, network, and security infrastructure provisioning, configuration, and troubleshooting, and providing sufficient and timely access for Associate to the Customer Systems and personnel during normal business hours.

 3.2         Engagement Management. Associate will appoint an “Engagement Manager” as a single point of contact for Customer for scoping, scheduling, progress, status, and consumption. Engagement Manager creates and updates resource plans (budget, staffing) as well as timelines.

3.3          Customer Staffing. The Customer will provide a dedicated “Project Manager” and “Subject Matter Experts” to support the Customer’s responsibilities and dependencies for the project and to identify, communicate and manage Customer’s processes, standards, and policies that impact the project and project timelines.

3.4          Remote Access. The Customer will provide remote access to Customer Systems for Associate or alternative means of access acceptable to Associate at Associate’s sole discretion.

3.5          Failure to Perform. M3 and Associate will be excused for a failure or delay in performance of obligations to the extent that non-performance is caused by act or omission of the Customer, so long as M3 or Associate promptly provides written notice to the Customer of any expected failure or delay and uses all reasonable efforts to avoid and minimize the impact of any such failure or delay.

3.6          Location. Professional Services will be delivered remotely unless otherwise stated in the Order.

3.7          On-Site Engagement Travel. Travel arrangements must be finalized at least 2 weeks before each on-site engagement.

3.8          Working Hours. Associate working hours are 8am to 5pm Eastern unless otherwise agreed in writing by Customer and Associate.

4.            SERVICE TERM, COMPLETION AND ACCEPTANCE OF DELIVERABLES

4.1          Services Term. Customer must deploy the Professional Services within the twelve (12) month Term unless otherwise specified on the Order (the “Service Term”). Any Professional Services not deployed by the end of the Deployment Term will be forfeited without a refund.

4.2          Completion. The Professional Services are completed upon the first of the following to occur: (1) all Deliverables included in the Service Description are delivered by Associate; (2) the end of the Service Term; or (3) for time and material engagements, the Associate has performed the estimated hours.

4.3          Acceptance. All Deliverables will be deemed accepted by Customer upon delivery, unless Customer provides written notice to Associate within five (5) days of delivery specifically identifying the manner in which the Deliverables fail to materially comply with the applicable Service Description (in which case Associate will have the right to correct the Deliverables as it deems appropriate to satisfy the agreed upon specifications and deliver corrected Deliverables to Customer).

4.4          Delivery Reschedule. If Customer does not meet the Customer responsibilities described in the applicable Service Description and the failure results in a change to the agreed delivery dates, it will be considered a “Delivery Reschedule”. M3 will accept a Delivery Reschedule at no additional cost if Customer provides a minimum of 5 business days’ notice prior to the scheduled delivery date for the applicable Professional Services. If less than 5 business days’ prior notice is given or the Delivery Reschedule is due to Customer’s failure to meet its responsibilities, M3 may charge Customer for the initial planned time and expenses or the additional time needed to complete the Professional Services.