These terms (the “Professional Services Terms”) apply to Bottomline’s Professional Services. Customer may purchase Professional Services pursuant to a Statement of Work (as define below) or Order Form, as applicable. By purchasing Professional Services, Customer agrees to be bound by the Terms, these Professional Services Terms, the Statement of Work and the applicable Order Form. Capitalized terms not defined in these Professional Service Terms have the meaning given to them in the Terms.   

1. Customer Responsibilities.  Customer shall perform all duties and obligations set forth in a document that is executed by both Bottomline and Customer specifying the nature and scope of the work to be performed by Bottomline (a “Statement of Work” or “SOW”), including without limitation, providing Bottomline with timely and professional assistance and cooperation, and complete and accurate data (collectively, “Assistance”).  Bottomline shall not be liable for any deficiency in performing the Professional Services if such deficiency results from Customer’s failure to provide adequate Assistance. Customer shall designate an employee or agent as project manager who shall be primarily responsible for communication between Customer and Bottomline regarding the Professional Services. Customer shall provide Bottomline with reasonable working space and equipment, and any other materials necessary for Bottomline to complete the Professional Services. Customer shall reimburse Bottomline for all reasonable travel and living expenses incurred in the performance of on-site Professional Services.

2. Propriety Rights Reserved.  Bottomline retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to any deliverables developed as a result of the Professional Services, and any portion thereof.  All changes, upgrades, updates, improvements or other modifications to Bottomline’s Technology as may be developed as a result of the Professional Services shall be owned exclusively by Bottomline. All changes, upgrades, updates, improvements, or other modifications to Customer Materials or Customer’s proprietary technology as may be created as a result of the Professional Services shall be owned exclusively by Customer. To the extent that Customer obtains any right, title or interest in or to any deliverables, Customer hereby irrevocably assigns to Bottomline, without additional consideration, all right, title and interest in and to all such deliverables, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, whether existing now or in the future, effective immediately upon the inception, conception, creation or development thereof. Customer shall execute such written instruments and do such other acts as may be necessary to evidence or enforce Bottomline’s rights in and to such deliverables.

3. Change Order. Any modifications to the specifications, delivery dates or Fees in a SOW will require execution of a document executed by both Bottomline and Customer that details any changes to the specifications, delivery dates or Fees detailed in a SOW (a “Change Order”), signed by Bottomline and Customer.  Each Change Order shall be deemed an amendment to the SOW.  In the event that Bottomline, in good faith, determines that unforeseen factors materially increase Bottomline's cost of performance of a SOW hereunder, Bottomline shall notify Customer immediately in writing of such factors and may seek Customer's approval for revising the specifications, delivery dates or Fees associated with a SOW. In the event that the parties cannot mutually agree upon the details of the Change Order, Bottomline shall not be required to perform the change, and in such event, Customer reserves the right to terminate the SOW.  Upon such termination, Customer shall pay to Bottomline all Fees incurred up to the date of termination for any Professional Services provided by Bottomline to Customer. 

4. Professional Services Warranty.  Bottomline warrants that the Professional Services will be performed in a workmanlike manner consistent with generally accepted industry practices.  Bottomline represents and warrants to Customer that, for a period of thirty (30) days from when the Professional Services are performed, the Professional Services as provided by Bottomline will materially conform with the specifications set forth in the SOW (the “Professional Services Warranty”).  This Professional Services Warranty shall not apply to the extent the results of the Professional Services or any portions thereof, have been altered or modified in any way by any party other than Bottomline. Customer must submit a claim for breach of the Professional Services Warranty in writing on or before thirty (30) days from the data of completion of the Professional Services, or such claim shall be deemed waived.  Customer's sole and exclusive remedy and Bottomline’s sole and exclusive liability for breach of the Professional Services Warranty shall be for Bottomline, at its option, to correct any nonconformity or reperform the Professional Services. The Professional Services Warranty is intended solely for the benefit of Customer and Customer shall have no authority to extend or transfer this warranty to any other person or entity.

5. Non-Solicitation. While the Terms remain in effect and for one (1) year following the termination of the Terms, neither party shall directly or indirectly recruit, solicit or hire any employee of the other party, or induce or attempt to induce any employee of a party hereto to terminate his/her employment with the other party; provided that either party shall be permitted to hire any employee of the other party who responds to a general employment advertisement or solicitation

6. Cancellation. In the event that Customer cancels confirmed on-site Professional Services, Customer will be charged a cancellation fee as well as any non-refundable lodging, airline or other expenses related thereto. Such cancellation fees will be calculated based upon the amount of notice provided to Bottomline. Bottomline’s fee schedule is available upon request. The cancellation fee will not be subject to any previously agreed upon discounts or expense restrictions.

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