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Quick Start Implementation Agreement Re: Agreement Addendum #091001 Page 4 of 10 <br />and training set out in the Implementation Planning Document. <br />7. PROVISIONS RE: ALL PROFESSIONAL SERVICES: <br />7.1 High Line Personnel: HIGH LINE shall provide adequate staff to complete the Professional <br />Services by the Completion Date. In the event that any HIGH LINE employee is found to be <br />unacceptable to CUSTOMER (acting reasonably), CUSTOMER shall notify HIGH LINE of such <br />fact and HIGH LINE shall immediately remove said employee and, if requested by CUSTOMER, <br />provide a replacement acceptable to CUSTOMER, within five business days of said notice. <br />7.2 HIGH LINE shall use its best efforts to ensure the continuity of HIGH LINE employees assigned <br />to the Professional Services. However, HIGH LINE may remove or reassign those of its <br />employees assigned to perform services hereunder without prior notice to CUSTOMER and <br />without CUSTOMER's prior consent. <br />7.3 Unless otherwise agreed to by the parties, HIGH LINE's personnel and subcontractors shall <br />observe the rules and policies of CUSTOMER while working on CUSTOMER's premises. <br />7.4 Fees, Expenses and Records: HIGH LINE shall invoice CUSTOMER, bi-weekly in arrears, and <br />CUSTOMER shall pay, the Professional Service Fees set out in the License Agreement <br />Addendum #091001 Part IV Section B, plus any applicable taxes (on the "Service Fees"). <br />7.5 In addition, HIGH LINE shall invoice CUSTOMER, and CUSTOMER shall pay HIGH LINE, <br />bi-weekly in arrears for expenses incurred as a result of performing Professional Services. Such <br />expenses shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred <br />by HIGH LINE in the performance of its services hereunder, provided that: (i) expenses shall be <br />within the limits set out in The Professional Service Fees of the License Agreement <br />Addendum Part IV Section B, if so identified; (ii) any expense exceeding the estimated limits <br />set out in The Professional Services Fees of the License Agreement Addendum Part IV <br />Section B shall require CUSTOMER's prior consent for any such expenses in excess of $150.00 <br />per item; (iii) expenses shall be detailed on a form acceptable to CUSTOMER and submitted to <br />the appropriate CUSTOMER Project Manager for review and approval; and (iv) if requested by <br />CUSTOMER, HIGH LINE shall submit supporting documentation in addition to the standard <br />approved Expense Form. Additional supporting documentation may include: copy of Parking/toll <br />receipts, copy Air Line Invoice/Itinerary, copy of Automobile rental receipt, and copy of Hotel <br />receipt. <br />7.6 The charges and/or expenses invoiced in accordance with Articles 7.7 and 7.8, except for any <br />amounts disputed by CUSTOMER, shall be paid by CUSTOMER to HIGH LINE within thirty <br />days of the date of such invoice. Provided that if the parties are unable to agree on any amount <br />invoiced within thirty days of date of invoice, HIGH LINE shall be entitled to withhold <br />Professional Services until such time as the dispute has been settled. <br />7.7 CUSTOMER to Provide: In addition to anything else required under this Agreement, <br />CUSTOMER shall provide the following services and support to HIGH LINE at no cost to HIGH <br />LINE and at CUSTOMER's expense, or shall reimburse HIGH LINE's reasonable expenses in <br />providing such support on CUSTOMER's behalf: <br />7.7.1 up-to-date copies of any Third Party Software required by the Implementation Planning <br />Report Document with full and complete licenses and supporting documentation, including