Common use of Agreement to Provide Services Clause in Contracts

Agreement to Provide Services. (a) CLIENT hereby retains SOFTSERVE to provide various professional services, including services to design, develop, test (QA) and maintain software, as such services are further described in individually executed Scope of Work documents, (each a “Scope of Work”). The first Scope of Work is attached hereto as Appendix A. The services to be performed by SOFTSERVE under each Scope of Work shall be referred to hereinafter as the “Services”. Except as otherwise set forth in the applicable Scope of Work, each Scope of Work shall be subject to the terms and conditions of this Agreement. SOFTSERVE agrees to perform all Services in accordance with each Scope of Work, subject to the terms and conditions of this Agreement. The term of a Scope of Work shall cover the period of time described in the Scope of Work for the performance of all Services to be performed thereunder. The term for each Scope of Work shall be as specified within the applicable Scope of Work. (b) Concurrent with the execution and delivery of this Agreement, CLIENT and SOFTSERVE agree to execute the first Scope of Work as set forth in Appendix A, which is incorporated herein by this reference and made a part hereof. (c) In addition and not by way of limitation to the Services described above and in each Scope of Work, throughout the term of this Agreement, SOFTSERVE shall: (i) develop Client’s products and maintain them in accordance with specifications and approved coding conventions from time to time provided by CLIENT to SOFTSERVE; (ii) keep CLIENT informed about on-going activities and deliveries; (iii) no later than each Tuesday during the term, send to Client a weekly status report containing a description of all activities completed during the prior week and a description of the time expended by SOFTSERVE in connection with such services; (iv) assemble and make reasonable efforts to retain the same core team of software engineers throughout application development; and (v) provide a weekly delivery of source code, together with a script that can be run to prove that all code can actually be compiled and properly executed. (d) To the extent that a Scope of Work requires SOFTSERVE to prepare any new developments, works, customizations, work product or other deliverables (collectively, “Deliverables”) for CLIENT, SOFTSERVE shall prepare and deliver to CLIENT the Deliverables in accordance with this Agreement and the requirements of the applicable SCOPE OF WORK, including any acceptance process described in such Scope of Work. If the Scope of Work does not contain an acceptance procedure, then the following acceptance procedure in this Section will apply: Upon delivery of a Deliverable to CLIENT in accordance with a SCOPE OF WORK, CLIENT shall have ten (10) business days (unless both parties mutually agree to an extension of this time to facilitate longer acceptance testing, approval of such extension of time not to be unreasonably withheld) to either accept or reject a Deliverable. If CLIENT accepts the Deliverable, CLIENT shall provide a written acceptance of such Deliverable to SOFTSERVE. If CLIENT rejects the Deliverable, CLIENT shall provide, at the time of rejection, a written statement to SOFTSERVE that identifies in reasonable detail the deficiencies of such Deliverable. If CLIENT provides SOFTSERVE a notice of rejection for any Deliverable, SOFTSERVE shall modify such rejected Deliverable to correct the relevant deficiencies set forth in CLIENT’s written notice of rejection and shall redeliver such Deliverable to CLIENT within ten (10) business days after SOFTSERVE’s receipt of such notice of rejection, unless otherwise agreed in writing by the parties. Thereafter, the parties shall repeat the process set forth in this Section until SOFTSERVE’s receipt of CLIENT’s written acceptance of such corrected Deliverable (each such CLIENT’s written acceptance of each Deliverable referred to as “Deliverable Acceptance”) or after three (3) iterations, whichever occurs first. If the Deliverables are not accepted by CLIENT after three (3) iterations, then CLIENT may terminate the applicable Scope of Work upon written notice to SOFTSERVE.

Agreement to Provide Services. (a) CLIENT Client hereby retains SOFTSERVE SoftServe to provide various professional servicesperform during the term of this Agreement, including services to design, develop, test (QA) and maintain software, as such services are further software in accordance with the specifications described in individually executed Scope one or more Statements of Work documents, (each a “Scope of WorkSOW”). The first Scope of Work is attached hereto ) as Appendix A. The services to be performed by SOFTSERVE under each Scope of Work shall be referred to hereinafter as exchanged and endorsed in writing between the “Services”. Except as otherwise set forth in Parties during the applicable Scope of Work, each Scope of Work shall be subject to the terms and conditions Term of this Agreement. SOFTSERVE SoftServe agrees to perform all Services said services in accordance with each Scope of Workthe SOW, subject to the terms and conditions of this Agreementcontained herein. The term of a Scope of Work SOW shall cover the period of time described in the Scope of Work SOW for the performance of all Services of the work to be performed thereunder. The term for each Scope of Work shall be as specified within the applicable Scope of Work. (b) Concurrent with the execution and delivery of this Agreement, CLIENT and SOFTSERVE agree to execute the first Scope of Work as set forth in Appendix A, which is incorporated herein by this reference and made a part hereof. (c) In addition and not by way of limitation to the Services services described above and in each Scope of Workabove, throughout the term of this Agreement, SOFTSERVE SoftServe shall: : (i) develop Client’s products and maintain them in accordance with specifications and approved coding conventions from time to time provided by CLIENT Client to SOFTSERVE; SoftServe; (ii) keep CLIENT Client informed about on-going activities and deliveries; ; (iii) no later than each Tuesday during the term, send to provide Client a weekly with status report reports containing a description of all activities completed during in a manner as to be agreed by the prior week Parties; and a description of the time expended by SOFTSERVE in connection with such services; (iv) assemble and make reasonable efforts to retain the same core team of software engineers throughout application development; and (v) provide a weekly delivery of source codecode on terms agreed by Parties, together with a script that can be run to prove that all code can actually be compiled and properly executed. (dc) To the extent that a Scope of Work SOW requires SOFTSERVE SoftServe to prepare provide any new developmentsDeliverables (as defined herein below) to Client, works, customizations, work product or other deliverables (collectively, “Deliverables”) for CLIENT, SOFTSERVE SoftServe shall prepare and deliver to CLIENT Client the Deliverables in accordance with this Agreement the SOW and the requirements of the applicable SCOPE OF WORK, including any acceptance process described in such Scope of WorkSOW. If the Scope of Work SOW does not contain an acceptance procedure, then the following acceptance procedure in this Section will apply: Upon delivery of a Deliverable to CLIENT Client in accordance with a SCOPE OF WORKSOW, CLIENT Client shall have ten (10) business days (unless both parties Parties mutually agree to an extension of this time to facilitate longer acceptance testing, approval of such extension of time not to be unreasonably withheld) to either accept or reject a Deliverable. If CLIENT accepts the Deliverable, CLIENT shall provide a written acceptance of such Deliverable to SOFTSERVE. If CLIENT rejects the Deliverable, CLIENT shall provide, at the time of rejection, a written statement to SOFTSERVE that identifies in reasonable detail the Client does not notify SoftServe about any deficiencies of such Deliverable. If CLIENT provides SOFTSERVE a notice the Deliverable within above stated period of rejection for any Deliverable, SOFTSERVE shall modify such rejected Deliverable to correct the relevant deficiencies set forth in CLIENT’s written notice of rejection and shall redeliver such Deliverable to CLIENT within ten (10) business days after SOFTSERVE’s receipt of such notice of rejection, unless otherwise agreed in writing by the parties. Thereafter, the parties shall repeat the process set forth in this Section until SOFTSERVE’s receipt of CLIENT’s written acceptance of such corrected Deliverable (each such CLIENT’s written acceptance of each Deliverable referred to as “Deliverable Acceptance”) or after three (3) iterations, whichever occurs first. If the Deliverables are not accepted by CLIENT after three (3) iterationstime, then CLIENT may terminate the applicable Scope of Work upon written notice Deliverable is regarded to SOFTSERVE.be

Agreement to Provide Services. (a) CLIENT hereby retains SOFTSERVE to provide various professional servicesperform during the term of this Agreement, including services to design, develop, test (QA) and maintain softwaresoftware in accordance with the specifications, as such services are further a summary of which is described in individually executed Scope of Work documents, an Appendix A attached hereto and incorporated herein by this reference (each a the “Scope of Work”). The first Scope of Work is attached hereto as Appendix A. The services to be performed by SOFTSERVE under each Scope of Work shall be referred to hereinafter as the “Services”. Except as otherwise set forth in the applicable Scope of Work, each Scope of Work shall be subject to the terms and conditions of this Agreement. SOFTSERVE agrees to perform all Services said services in accordance with each the Scope of Work, subject to the terms and conditions of this Agreementcontained herein. The term of a Scope of Work shall cover the period of time described in the Scope of Work for the performance of all Services of the work to be performed thereunderhereunder. The term for each Scope of Work shall be as specified within contained in the applicable Scope of Workappendix. (b) Concurrent with the execution and delivery of this Agreement, CLIENT and SOFTSERVE agree to execute initial the first Scope of Work as set forth in Appendix AA (originated by CLIENT), which shall be retained by SOFTSERVE (and a copy thereof shall be retained by CLIENT) and is incorporated herein by this reference and made a part hereof. (c) In addition and not by way of limitation to the Services services described above and in each Scope of Work, throughout the term of this Agreementabove, SOFTSERVE shall: (i) develop Client’s products and maintain them in accordance with specifications and approved coding conventions from time to time provided by CLIENT to SOFTSERVE; (ii) keep CLIENT informed about on-going activities and deliveries; (iii) no later than each Tuesday during the term, send to Client a weekly status report containing a description of all activities completed during the prior week and a description of the time expended by SOFTSERVE in connection with such services; and (iv) assemble and make reasonable efforts to retain the same core team of software engineers throughout application development; and (v) provide a weekly delivery of source code, together with a script that can be run to prove that all code can actually be compiled and properly executed. (d) To the extent that a Scope of Work requires SOFTSERVE to prepare provide any new developments, works, customizations, work product or other deliverables (collectively, “Deliverables”) for Deliverables to CLIENT, SOFTSERVE shall prepare and deliver to CLIENT the Deliverables in accordance with this Agreement and the requirements of the applicable SCOPE OF WORK, including WORK and any acceptance process described in such Scope of Work. If the Scope of Work does not contain an acceptance procedure, then the following acceptance procedure in this Section will apply: Upon delivery of a Deliverable to CLIENT in accordance with a SCOPE OF WORK, CLIENT shall have ten (10) business 30 days (unless both parties mutually agree to an extension of this time to facilitate longer acceptance testing, approval of such extension of time not to be unreasonably withheld) to either accept or reject a Deliverable. If CLIENT accepts the Deliverable, CLIENT shall provide a written acceptance of such Deliverable to SOFTSERVE. If CLIENT rejects the Deliverable, CLIENT shall provide, at the time of rejection, a written statement to SOFTSERVE that identifies in reasonable detail the deficiencies of such Deliverable. If CLIENT provides SOFTSERVE a notice of rejection for any Deliverable, SOFTSERVE shall modify such rejected Deliverable to correct the relevant deficiencies set forth in CLIENT’s written notice of rejection and shall redeliver such Deliverable to CLIENT within ten (10) business days after SOFTSERVE’s receipt of such notice of rejection, unless otherwise agreed in writing by the parties. Thereafter, the parties shall repeat the process set forth in this Section until SOFTSERVE’s receipt of CLIENT’s written acceptance of such corrected Deliverable (each such CLIENT’s written acceptance of each Deliverable referred to as “Deliverable Acceptance”) or after three (3) iterations, whichever occurs first. If the Deliverables are not accepted by CLIENT after three (3) iterations, then CLIENT may terminate the applicable Scope of Work upon written notice to SOFTSERVE).