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1. "Works" means works of authorship fixed in any tangible medium of expression by <br /> VENDOR or its officers, employees, agents, and the like in the course of performing the <br /> services pursuant to this Agreement or SOW, including, but not limited to, notes, <br /> specifications, drawings, plans, blueprints, memoranda, correspondence, records, <br /> notebooks, computer programs, code, analyses, maps, tabulations, exhibits, operating <br /> manuals, models, photographs, specifications, reports, data bases and charts, and any other <br /> work products obtained by or prepared by VENDOR pursuant to an SOW issued in <br /> accordance with this Agreement, regardless of the medium in which they are fixed, and all <br /> copies, in whole or in part, thereof. <br /> m. "Writing" or "written" shall mean a written communication from one party to the other, <br /> including an electronic communication or e-mail. <br /> 2. Scope of Services. <br /> a. Services in General <br /> i. For and in consideration of the payment specified in this Agreement, VENDOR <br /> shall provide all labor, material and supervision necessary to perform the consulting <br /> services as set out in this Agreement and as specifically described in individual <br /> SOWs. Time is of the essence in the performance of this Agreement and the <br /> individual SOWs. <br /> ii. VENDOR represents that it has the experience, personnel, equipment, financial <br /> strength, and other resources to provide consulting services as described by the <br /> CLIENT. <br /> b. Statement of Work <br /> i. In response to SOWs to be issued periodically by CLIENT, VENDOR shall perform <br /> professional consulting services in accordance with this Agreement and each SOW. <br /> The extent of each assigned Project will be defined in each SOW in accordance with <br /> this Agreement after negotiations with VENDOR have been completed for each <br /> SOW. The method of payment may be either (a) an hourly based agreement which <br /> includes Billing Rate set forth in SOW multiplied by the hours that each employee <br /> set forth in SOW worked on the particular Project plus Reimbursable Expenses or <br /> (b) a Fixed Lump Sum/Not-to-Exceed that does not exceed an estimate of the total <br /> of the payment categories set forth in (a) when added together. <br /> ii. VENDOR shall perform diligently all assigned Project tasks and meet the Project <br /> delivery schedules established in each SOW. VENDOR shall not begin work until <br /> it receives an SOW signed by CLIENT. If VENDOR does not have the resources <br /> available to perform the services within the timeline requested by CLIENT, <br /> VENDOR shall promptly inform CLIENT, so additional contracting resources can <br /> be allocated if possible. <br /> iii. SOWs generally set forth the following: <br /> 1. Agreement number and VENDOR's name, address, and telephone number; <br /> RIESPRO <br /> Master Service Agreement Page 3 <br />