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<br />Lexisnexis@ Professional Services Agreement
<br />This Professional Services Agreement (the "Agreement"), effective as of
<br />("Effective Date"), is entered into by and between LexisNexis, a division of RELX lnc- a
<br />lvlassachusetts corporation havlng its principal place of business at 1 25 park Avenue, 23rdFloor,NewYork,NY10017(..company'')'and-haVingitSpfincipalplaceof
<br />business at _ ("Client"). ln mutual consideration of the mutual promises set
<br />forth in this Agreement, the parties agree as follows:
<br />1. Services
<br />'1.1 Scope of Services. Subject lo the terms and conditions of this Agreement, Company will
<br />perform those seruices ("Services") with respect to the Company products separately
<br />purchased by Client ("Company Commercially-Available Software") as set forth in one or
<br />supplemental document(s) ("Seruice Specs"), attached hereto as Exhibit A and as amended
<br />and/or supplemented from time to time by the mutual written agreement of the parties and
<br />incorporated herein by reference. A Seruice Specs will be, at a minimun, a written document
<br />that (i) references this Agreement, (ii) describes the Services to be perlormed (and if said
<br />Services shall include lhe creation of object code, such object Code is defined herein as
<br />"Deliverable"), (iii) specifies the corresponding rate schedule or other fee information, and (iv)
<br />is signed by both parties or is issued by one parly and signed by the other party. Company
<br />will use commercially reasonable efforts to complete the Seruices by the applicable dates set
<br />forth in lhe attachment ("Target Dates").
<br />1.2 Change Orders. Any changes to the scope of the Services must be made in writing and
<br />signed by bolh parties ("Change Order") or if the Change Order is made via email to the
<br />other party's designated contact person, the receiving party will have five business days to
<br />reject the Change Order. lf said rejection is not made within the 5 business day period, the
<br />Change Order is deemed mutually accepted. Each accepted Change Order will be
<br />incorporated herein by reference and subject to the terms and conditions of this Ag.eement.
<br />2. Client Duties and Responsibilities
<br />Client will make available in a timely manner for Company's use, at no charge to Contpany,
<br />all technical data, computer facilities, programs, files, documentation, test data, sample
<br />output, or other information, resources, and personnel required by Company as set forth in
<br />the applicable document for the performance of the Services. Client will be responsible for,
<br />and assumes the risk of any issues or problems resulting from the content, accuracy,
<br />completeness, competence, or consistency of all Client computer facilities, programs, files,
<br />documentation, test data, sample output, or other information, resources, and personnel
<br />supplied by Client. Client will provide, at no charge to Company, reasonable oflice space and
<br />equipment at Client's facilities (such as copiers, fax machines and modems) as Company
<br />requires in performing the Seruices.
<br />3, lnterd6pendencies; Client and Third Party Delays
<br />Client acknowledges that meeting the Target Dates is contingent upon timely completion of
<br />activities by Client as contemplated by the parties under this Agreement including, without
<br />limilation, those activities designated to Client in Article 2 above and/or in the applicable
<br />Service Specs document ("Client Obligation"). Client will immediately advise Company in
<br />writing as soon as it becomes aware of any developments that may delay completion of a
<br />scheduled Deliverable including, wilhout limitation, Client's failure or inability to perform a
<br />Client Obligation. The Target Dates (though only an estimate) will be equitably adjusted by
<br />the parties (bui in no event less than a day-for-day adjustment) in wrjting in the event of: (a)
<br />any delay caused by Clients failure or inability to perform a Client Obligation; (b) any delay
<br />due to Client's request for changes (whether pursuant to a Change Order or otheMise); (c)
<br />any delay due to a third party's act, failure to act or delay in performing any obligation
<br />whatsoever; or (d) any other delay incurred as a result of Client's action(s) or omission(s). No
<br />such delay will relieve or suspend Client's obligation to pay Company under Ariicle 4 and, in
<br />addition to such payment obligations, Client will pay for any and all costs and expenses
<br />incurred by Company relat:ng to re-staffing as a result of any delay caused by Client.
<br />4. Fees and Payment
<br />4.1 Fees and Expenses. Client will pay Company all fees set forth in Exhibit A ("Fees").
<br />Such fees assume that the Seruices commence within one hundred eiqhty (1 B0) days after
<br />the Effective Date. lf the Services do not commence on or before lhe date that is one
<br />hundred and eighty ('180) days after the Effective Date, such fees will automatically be
<br />adjusted to Company's then-current rates and fees for such services. Client will reimburse
<br />Company for all reasonable costs and expenses incurred by Company in its performance of
<br />the Services under this Agreement including, reasonable travel and lodging expenses.
<br />4.2 Payment. Unless otherwise set forth in the applicable Service Specs, Client will make alt
<br />payments under this Agreement in U.S. dollars within thirty (30) calendar days after the date
<br />of Company's invoice. ln addition to any other remedy available to Company for late
<br />payments, Clienl will be obligated to pay Company interest on the overdue amount at the
<br />rate of one and one half percent (1.5olo) per month or the maximum rate allowed under law,
<br />whichever is less, for each month, or parlial month, calculated from the date such payment
<br />was due until the date paid, Client will reimburse Company for all costs incurred by Company
<br />(including reasonable attorneys' fees, collection fees, court costs, if any) in connection with
<br />any collection efforts related to or arising out of this Agreement.
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