Common use of General Assumptions Clause in Contracts

General Assumptions. The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided. Variations to the following may impact the Service Package’s cost and/or schedule, justifying a change order. ▪ JustFOIA‘s completion of a Deliverable to Client shall constitute that JustFOIA has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after JustFOIA’s submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. ▪ If either party identifies a business issue during the project, JustFOIA and Client must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request. ▪ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by JustFOIA on retraining, reeducating, or changes in direction. ▪ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA personnel by answering business, technical and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Order; and (iii) be available to assist JustFOIA with any other activities or tasks required to complete the services in accordance with this Order. ▪ Note that all services contracted for must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client does not elect to implement as part of the initial implementation, such services are forfeited. ▪ All services, unless otherwise noted, will be performed remotely.

General Assumptions. To determine which platform/licenses are applicable, please refer to the Pricing section. The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope Scope of services to be provided. Variations to the following may impact the Service Package’s cost and/or schedule, schedule justifying a change order. ▪ JustFOIA‘s MCCi‘s completion of a Deliverable to Client shall constitute that JustFOIA MCCi has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after JustFOIAMCCi’s submission to give written notice to JustFOIA MCCi specifying the deficiencies in reasonable detail. JustFOIA MCCi shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. ▪ If either party identifies a business issue during the project, JustFOIA MCCi and Client must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request. ▪ Client is responsible to ensure that adequate hardware/infrastructure is in place and capable of handling the extra resources that may be required to support the services performed. ▪ Any additional software licensing needs related to this service/process configuration have not been considered or included as part of service packages. Client is responsible for ensuring that the required software licensing is available. ▪ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products. ▪ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by JustFOIA MCCi on retraining, reeducating, or changes in direction. ▪ Through the course of this project, MCCi may choose to utilize the third-party service Xxxxx (xxxx://xxx.xxxxx.xxx) for project management and team collaboration. Documentation and correspondence exchanged between XXXx and Client may be stored in Asana. ▪ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines, guidelines and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Ordernecessary; and (iii) be available to assist JustFOIA MCCi with any other activities or tasks required to complete the services in accordance with this Order. ▪ Note that all services contracted for must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client does not elect to implement as part of the initial implementation, such services are forfeitedservices. ▪ All servicesServices pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Failure to provide this access will result in a Change Order increasing the cost to the Client and the timeline of the project. ▪ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, unless otherwise notedor (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ▪ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned. ▪ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders. ▪ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used. ▪ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ▪ TLS 1.2 is configured on all Laserfiche servers. ▪ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi. ▪ All services will be performed remotelyMonday – Friday, 8 am to 5 pm EST. ▪ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ▪ Client will acquire, install, and setup TLS certificates that meet application requirements. ▪ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ▪ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client. ▪ Alpha Testing – Defined as internal acceptance testing performed by the project team prior to releasing the product or configuration to the Client ▪ Basic Deployment Testing – Defined as testing to ensure that the crucial functions of the system are operating properly and that the deployment is stable ▪ Beta Testing – Defined as the testing performed to verify functionality and fulfillment of user requirements ▪ User Acceptance Testing – Defined as testing performed by the Client’s users to verify and accept the implemented functionality or deployment ▪ MCCi is not responsible for assigning an external URL for any web-based platform/software module. ▪ MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans. ▪ MCCi is not responsible for creating training documentation. ▪ MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client prior to system handoff. ▪ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution. MCCi’s Laserfiche Repository Configuration Services are designed to assist the Client with establishing a basic repository structure. The goal is to start a foundation for the Client’s organization to build their Laserfiche repository from and help establish consistent standards the Client’s organizations can build on. XXXx’s team will work with Client’s Project Manager to discover the templates and structure that fits the Client needs. ▪ Define each user and group necessary to access Laserfiche ▪ Complete requirements gathering with MCCi Project Team to define document types, naming schemes, folder paths, and metadata ▪ Provide requirements gathering ▪ Create up to two (2) folder structures that consist of three (3) tiered levels ▪ Create up to two (2) Laserfiche templates with up to seven (7) fields each ▪ Create up to two (2) Laserfiche User Groups ▪ Set entry access security for up to two-level ▪ Conduct one (1) session (three (3) hours total) of remote “train the trainer” training on Basic Laserfiche and User functions.

General Assumptions. The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided. Variations to the following may impact the Service Package’s cost and/or schedule, justifying a change order. ▪ JustFOIA‘s completion of a Deliverable to Client shall constitute that JustFOIA has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after JustFOIA’s submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. ▪ If either party identifies a business issue during the project, JustFOIA and Client must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request. ▪ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by JustFOIA on retraining, reeducating, or changes in direction. ▪ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA personnel by answering business, technical and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Order; and (iii) be available to assist JustFOIA with any other activities or tasks required to complete the services in accordance with this Order. ▪ Note that all services contracted for must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client does not elect to implement as part of the initial implementation, such services are forfeited. ▪ All services, unless otherwise noted, will be performed remotely. ▪ Complete JustFOIA Training Center training course(s) ▪ Attend remote JustFOIA Pro System Training and respond promptly to requests for information ▪ Complete necessary configuration assignments in a timely manner ▪ Provide desired form changes based on increased platform functionality ▪ Determine platform switchover date ▪ Configure system with In-App Redaction (if necessary) ▪ Set up Client with Training Center accounts (if necessary) ▪ Enroll Client in necessary Training Center courses ▪ Configure system with Advanced Reporting ▪ Configure system with Responsive Forms ▪ Upgrade Client forms (if necessary) ▪ Set new Data Storage Limit ▪ Conduct remote JustFOIA Pro System Training (1 hour); recording made available in Training Center ▪ Attend remote Document Management training and respond promptly to requests for information ▪ Configure and implement Any & All Document Management module ▪ Conduct one (1) remote Document Management training session (30 minutes); recording uploaded to Training Center ▪ Provide a list of desired dynamic form field(s), keywords and/or external links ▪ Conduct requirements gathering (not to exceed 1 hour) ▪ Configure and implement up to 10 dynamic form fields (not to exceed 1 hour) ▪ Complete testing THESE ASSUMPTIONS, TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED FOR THE SOLUTION. THESE PROVISIONS SHALL SURVIVE AFTER TERMINATION OR EXPIRATION OF ANY AND ALL PORTIONS OF THE ORDER. JUSTFOIA DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT PRIVACY, CLIENT DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.

General Assumptions. The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided. Variations to the following may impact the Service Package’s cost and/or schedule, or schedule justifying a change order. ▪ JustFOIA‘s completion of a Deliverable to Client Customer shall constitute that JustFOIA has conducted its own review and believes it meets ClientCustomer’s requirements. Client Customer shall then have the right to conduct its own review of the Deliverable as Client Customer deems necessary. If ClientCustomer, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client Customer shall have five ten (510) business days after JustFOIA’s submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client Customer fails to reject any Deliverable within five ten (510) business days, such Deliverable shall be deemed accepted. ▪ If either party identifies a business issue during the project, JustFOIA and Client Customer must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five ten (510) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Client Customer within five ten (510) business days from request. ▪ Client Customer will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by JustFOIA on retraining, reeducating, or changes in direction. ▪ Client Customer will ensure that all ClientCustomer’s personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA JustFOIA’ personnel by answering business, technical and operational questions and providing requested documents, guidelines, guidelines and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Orderscope; and (iii) be available to assist JustFOIA with any other activities or tasks required to complete the services in accordance with this Order. ▪ Note that all services contracted for for, must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client Customer does not elect to implement do as part of the initial implementation, such services are forfeited. ▪ All services, unless otherwise noted, will be performed remotely.

General Assumptions. To determine which platform/licenses are applicable, please refer to the Pricing section. The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope Scope of services to be provided. Variations to the following may impact the Service Package’s cost and/or schedule, schedule justifying a change order. ▪ JustFOIA‘s MCCi‘s completion of a Deliverable to Client shall constitute that JustFOIA MCCi has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after JustFOIAMCCi’s submission to give written notice to JustFOIA MCCi specifying the deficiencies in reasonable detail. JustFOIA MCCi shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. ▪ If either party identifies a business issue during the project, JustFOIA MCCi and Client must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request. ▪ Client is responsible to ensure that adequate hardware/infrastructure is in place and capable of handling the extra resources that may be required to support the services performed. ▪ Any additional software licensing needs related to this service/process configuration have not been considered or included as part of service packages. Client is responsible for ensuring that the required software licensing is available. ▪ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products. ▪ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by JustFOIA MCCi on retraining, reeducating, or changes in direction. ▪ Through the course of this project, MCCi may choose to utilize the third-party service Xxxxx (xxxx://xxx.xxxxx.xxx) for project management and team collaboration. Documentation and correspondence exchanged between XXXx and Client may be stored in Asana. ▪ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines, guidelines and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Ordernecessary; and (iii) be available to assist JustFOIA MCCi with any other activities or tasks required to complete the services in accordance with this Order. ▪ Note that all services contracted for must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client does not elect to implement as part of the initial implementation, such services are forfeitedservices. ▪ All servicesServices pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Failure to provide this access will result in a Change Order increasing the cost to the Client and the timeline of the project. ▪ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, unless otherwise notedor (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ▪ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned. ▪ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders. ▪ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used. ▪ Google Chrome or Chrome Microsoft Edge is installed on all Laserfiche servers. ▪ TLS 1.2 is configured on all Laserfiche servers. ▪ Firewall ports will be opened for and unattended remote access on all necessary servers will be granted to MCCi. ▪ All services will be performed remotelyMonday – Friday, 8 am to 5 pm EST. ▪ MCCi will only provide recordings of trainings or meetings if requested in advance. Requested recordings will be available through the Training Center for Laserfiche. ▪ Client will acquire, install, and setup TLS certificates that meet application requirements. ▪ Purchase of Managed Cloud services may cover some of these assumptions/deliverables. ▪ Client will ensure previously agreed upon scheduled trainings are attended by their staff. For cancellations or rescheduling, the minimum notice period requirement to avoid penalties is 2 calendar weeks prior to the training date. Penalties: (i) Regardless of the notification time period, if the training was to be in person and MCCi has incurred non-refundable travel expenses, client will reimburse MCCi accordingly, and (ii) If client cancels or reschedules training within 7 calendar days and no less than 48 hours from the training date, the client will forfeit half of the allotted training time, or be assessed a fee equal to 50% of the training package purchased, or (ii) If the client cancels or reschedules the training within 48 hours of the training date, or is a no show on the training date, the training package purchased will be charged in full and forfeited by the client. ▪ Alpha Testing – Defined as internal acceptance testing performed by the project team prior to releasing the product or configuration to the Client ▪ Basic Deployment Testing – Defined as testing to ensure that the crucial functions of the system are operating properly, and that the deployment is stable ▪ Beta Testing – Defined as the testing performed to verify functionality and fulfillment of user requirements ▪ User Acceptance Testing – Defined as testing performed by the Client’s users to verify and accept the implemented functionality or deployment.