Kittitas Harris Professional Services Agreement v1_Final

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PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement is entered into on __________________________ (the “Effective Date”) by and between Kittitas County ("Organization") and N. Harris Computer Corporation (“Harris”), having the respective principal places of business provided herein. WHEREAS, Harris provides the Harris Products and related services to Organization pursuant to the Software License and Subscription Agreement executed by the parties concurrently with this Agreement on the Effective Date (the “SL&S Agreement”); AND WHEREAS, Organization wishes to retain Harris to perform certain professional services from time to time in respect of the SL&S Agreement; NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions Throughout this Agreement, except as otherwise expressly provided, the following words and expressions shall have the following meanings: (a) “Affiliates” has the meaning given to it by the SL&S Agreement. (b) “Agreement” and similar expressions mean this Professional Services Agreement, including all of its Schedules and all instruments supplementing, amending or confirming this Agreement. All references to “Articles” or “Sections” mean and refer to the specified Article or Section of this Agreement except where a different agreement is explicitly identified. (c) “Change Order” means any written documentation between the Organization and Harris evidencing their agreement to change particular aspects of this Agreement or of a Statement of Work. (d) “Completion of Professional Services” means that the Professional Services are complete in accordance with the specifications set out in a Statement of Work. (e) “Harris Products” means the Harris software products provided to Organization pursuant to the SL&S Agreement, whether through perpetual license or by subscription. (f) “Professional Services” means the professional services provided by Harris pursuant to a Statement of Work. (g) “Project Manager(s)” means a party’s project manager assigned to manage the delivery and implementation of Professional Services under a particular Statement of Work. (h) “Project Schedule” - means the project schedule set out in a Statement of Work that sets details all necessary activities, milestones, projected completion dates for such milestones and each party’s responsibilities to achieve Completion of the Professional Services. (i) “Required Programs” has the meaning set out in Section 2.3(b) hereof.