Common use of Performance of Consulting Services Clause in Contracts

Performance of Consulting Services. 3.1 Each SOW will include reasonable details about Consulting Services, including, at a minimum, the Fees charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”) employed in performing the Consulting Services. IJJCorp and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner. 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’s 3.3 IJJCorp will perform the Consulting Services, directly or through a Subcontractor of its choice. Subscriber agrees to provide, at no cost to IJJCorp, timely and adequate assistance and other resources requested by IJJCorp to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorp, nor its Subcontractors will be liable for any deficiency in performance of Consulting Services to the extent resulting from any acts or omissions of Subscriber, including but not limited to, Subscriber’s failure to provide Assistance as required hereunder. 3.4 In performing the Consulting Services, IJJCorp will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorp’s election of Subcontractors by specifying its objection to IJJCorp, in which case the Parties will cooperate in good faith to 3.5 IJJCorp will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Personnel performing Consulting Services. IJJCorp will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorp’s obligations under the Agreement in accordance with its terms. 3.6 With Subscriber’s approval, IJJCorp may enter (“assume into”) Subscriber’s Account as 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW (including, but not limited to, any changes to the project schedule described in the SOW), Subscriber shall discuss such proposed changes with IJJCorp. If IJJCorp elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a Change Order. IJJCorp shall be entitled to an adjustment in Fees pursuant to the changes reflected in the Change Order. IJJCorp shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs that are deliverable/milestone based, upon delivery of all deliverables or completion of all milestones detailed in the S.O.W., IJJCorp shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) days after the date of the Completion Notice to provide IJJCorp with written notice describing any deliverables that have not been provided or milestones not met. The SOW shall be deemed complete and the deliverables accepted absent Subscriber’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs that are Time and Materials based.

Performance of Consulting Services. 3.1 Each SOW or Order Form will include reasonable details about Consulting Services, including, at a minimum, the Consulting Fees (defined below) charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”) employed in performing the Consulting Servicesprovided. IJJCorp Zendesk and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner. 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’sServices. 3.3 IJJCorp Zendesk will perform the Consulting ServicesServices through qualified employees and/or non-employee contractors of Zendesk (“Subcontractors” and together with Zendesk’s employees for the purposes of these Supplemental Terms, directly or through a Subcontractor of its choice“Consulting Services Personnel”). Subscriber agrees to provide, at no cost to IJJCorpZendesk, timely and adequate assistance and other resources reasonably requested by IJJCorp Zendesk to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorpZendesk, nor including its Subcontractors Subcontractors, will not be liable for any deficiency in the performance of Consulting Services to the extent resulting such deficiency results from any acts or omissions of Subscriber, including but not limited to, Subscriber’s failure to provide Assistance as required hereunder. 3.4 In performing the Consulting Services, IJJCorp Zendesk will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorpZendesk’s election use of Subcontractors a Subcontractor by specifying its reasonable objection to IJJCorpZendesk, in which case the Parties will cooperate in good faith toto appoint another Consulting Services Personnel to perform such Consulting Services. Zendesk may replace Consulting Services Personnel in its normal course of business, provided that Zendesk will be responsible for the performance of Consulting Services by all Consulting Services Personnel. 3.5 IJJCorp Zendesk will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Consulting Services Personnel performing Consulting Services. IJJCorp Zendesk will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorpZendesk’s obligations under the Agreement in accordance with its terms. 3.6 With Subscriber’s approval, IJJCorp Consulting Services Personnel may enter (“assume into”) Subscriber’s production Account asto provide the Consulting Services as provided for in Zendesk’s Customer Controlled User Assumption Policy found at: xxxxx://xxxxxxx.xxxxxxx.xxx/hc/en- us/articles/115001753608-Granting-Zendesk-temporary-access-to-your-account. 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW or Order Form (including, but not limited to, any changes to the project schedule described in the SOWSOW or Order Form), Subscriber shall discuss such proposed changes with IJJCorpZendesk. If IJJCorp Zendesk elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a written Change Order. IJJCorp Zendesk shall be entitled to an adjustment in Consulting Fees pursuant to the changes reflected in the Change Order. IJJCorp Zendesk shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs Unless otherwise agreed to in a SOW or Order Form, for Consulting Services that are deliverable/deliverable or milestone based, upon delivery of all deliverables or completion of all milestones detailed in the S.O.W.SOW or Order Form, IJJCorp Zendesk shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) days after from the date of the Completion Notice to provide IJJCorp Zendesk with written notice describing any deliverables that have not been provided or milestones not met. The SOW or Order Form shall be deemed complete and the deliverables accepted or milestones met absent Subscriber’s timely written notice of any deliverables not having been provided or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs Consulting Services that are Time time and Materials materials based.

Performance of Consulting Services. 3.1 Each SOW or Order Form will include reasonable details about Consulting Services, including, at a minimum, the Consulting Fees charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”) employed in performing the Consulting Servicesdefined below). IJJCorp Zendesk and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner. 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’sServices. 3.3 IJJCorp Zendesk will perform the Consulting ServicesServices through qualified employees and/or non- employee contractors of Zendesk (“Subcontractors” and together with Zendesk’s employees for the purposes of these Supplemental Terms, directly or through a Subcontractor of its choice“Consulting Services Personnel”). Subscriber agrees to provide, at no cost to IJJCorpZendesk, timely and adequate assistance and other resources reasonably requested by IJJCorp Zendesk to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorpZendesk, nor including its Subcontractors Subcontractors, will not be liable for any deficiency in the performance of Consulting Services to the extent resulting such deficiency results from any acts or omissions of Subscriber, including including, but not limited to, Subscriber’s failure to provide Assistance as required hereunder. 3.4 In performing the Consulting Services, IJJCorp Zendesk will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorpZendesk’s election use of Subcontractors a Subcontractor by specifying its reasonable objection to IJJCorpZendesk, in which case the Parties will cooperate in good faith toto appoint another Consulting Services Personnel to perform such Consulting Services. Zendesk may replace Consulting Services Personnel in its normal course of business, provided that Zendesk will be responsible for the performance of Consulting Services by all Consulting Services Personnel. 3.5 IJJCorp Zendesk will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Consulting Services Personnel performing Consulting Services. IJJCorp Zendesk will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorpZendesk’s obligations under the Agreement in accordance with its terms. 3.6 With Subscriber’s approval, IJJCorp Consulting Services Personnel may enter (“assume into”) Subscriber’s production Account asto provide the Consulting Services as provided for in Zendesk’s Customer Controlled User Assumption Policy found at: xxxxx://xxxxxxx.xxxxxxx.xxx/hc/en- us/articles/%20115001753608-Granting-Zendesk-temporary-access-to-your-account. 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW or Order Form (including, but not limited to, any changes to the project schedule described in the SOWSOW or Order Form), Subscriber shall discuss such proposed changes with IJJCorpZendesk. If IJJCorp Zendesk elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a written Change Order. IJJCorp Zendesk shall be entitled to an adjustment in Consulting Fees pursuant to the changes reflected in the Change Order. IJJCorp Zendesk shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs Unless otherwise agreed to in a SOW or Order Form, for Consulting Services that are deliverable/Deliverable or milestone based, upon delivery of all deliverables Deliverables or completion of all milestones detailed in the S.O.W.SOW or Order Form, IJJCorp Zendesk shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) business days after from the date of the Completion Notice to provide IJJCorp Zendesk with written notice describing any deliverables Deliverables that have not been provided or milestones not met. The SOW or Order Form shall be deemed complete and the deliverables Deliverables accepted or milestones met absent Subscriber’s timely written notice of any deliverables Deliverables not having been provided or milestones not having been met. In the event that Subscriber provides timely written notice of any Deliverables not having been provided or milestones not having been met, Zendesk shall make commercially reasonable efforts to remedy the defects identified. If the defects cannot be remedied, Subscriber may terminate the applicable SOW and Zendesk shall return the portion of the Consulting Fees paid to Zendesk by Subscriber for the nonconforming portion of the Consulting Services (or, if Consulting Fees have not yet been paid, Subscriber will be relieved from its obligation to pay Consulting Fees for the nonconforming portion of the Consulting Services). For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs Consulting Services that are Time time and Materials materials based.

Performance of Consulting Services. 3.1 Each SOW will include reasonable details about Consulting Services, including, at a minimum, the Fees charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”) employed in performing the Consulting Services. IJJCorp and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner. 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’s’s Representative”, respectively). Any Subcontractor (defined below) designated by IJJCorp to perform any portion of the Consulting Services will designate a representative to interface with Subscriber and IJJCorp on all matters relating to Subcontractor’s performance of Consulting Services (“Subcontractor’s Representative”). 3.3 IJJCorp will perform the Consulting Services, directly or through a Subcontractor of its choice. Subscriber agrees to provide, at no cost to IJJCorp, timely and adequate assistance and other resources requested by IJJCorp to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorp, nor its Subcontractors will be liable for any deficiency in performance of Consulting Services to the extent resulting from any acts or omissions of Subscriber, including but not limited to, Subscriber’s failure to provide Assistance as required hereunder. 3.4 In performing the Consulting Services, IJJCorp will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorp’s election of Subcontractors by specifying its objection to IJJCorp, in which case the Parties will cooperate in good faith to 3.5 IJJCorp will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Personnel performing Consulting Services. IJJCorp will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorp’s obligations under the Agreement in accordance with its terms. 3.6 With Subscriber’s approval, IJJCorp may enter (“assume into”) Subscriber’s Account as 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW (including, but not limited to, any changes to the project schedule described in the SOW), Subscriber shall discuss such proposed changes with IJJCorp. If IJJCorp elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a Change Order. IJJCorp shall be entitled to an adjustment in Fees pursuant to the changes reflected in the Change Order. IJJCorp shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs that are deliverable/milestone based, upon delivery of all deliverables or completion of all milestones detailed in the S.O.W., IJJCorp shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) days after the date of the Completion Notice to provide IJJCorp with written notice describing any deliverables that have not been provided or milestones not met. The SOW shall be deemed complete and the deliverables accepted absent Subscriber’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs that are Time and Materials based.

Performance of Consulting Services. 3.1 Each SOW or Order Form will include reasonable details about Consulting Services, including, at a minimum, the Consulting Fees charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”defined below) employed in performing the Consulting Services. IJJCorp Zendesk and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner. 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’sServices. 3.3 IJJCorp Zendesk will perform the Consulting ServicesServices through qualified employees and/or non-employee contractors of Zendesk (“Subcontractors” and together with Zendesk’s employees for the purposes of these Supplemental Terms, directly or through a Subcontractor of its choice“Consulting Services Personnel”). Subscriber agrees to provide, at no cost to IJJCorpZendesk, timely and adequate assistance and other resources reasonably requested by IJJCorp Zendesk to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorpZendesk, nor including its Subcontractors Subcontractors, will not be liable for any deficiency in the performance of Consulting Services to the extent resulting such deficiency results from any acts or omissions of Subscriber, including including, but not limited to, Subscriber’s failure to provide Assistance as required hereunder. 3.4 In performing the Consulting Services, IJJCorp Zendesk will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorpZendesk’s election use of Subcontractors a Subcontractor by specifying its reasonable objection to IJJCorpZendesk, in which case the Parties will cooperate in good faith toto appoint another Consulting Services Personnel to perform such Consulting Services. Zendesk may replace Consulting Services Personnel in its normal course of business, provided that Zendesk will be responsible for the performance of Consulting Services by all Consulting Services Personnel. 3.5 IJJCorp Zendesk will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Consulting Services Personnel performing Consulting Services. IJJCorp Zendesk will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorpZendesk’s obligations under the Agreement in accordance with its terms. 3.6 With Subscriber’s approval, IJJCorp Consulting Services Personnel may enter (“assume into”) Subscriber’s production Account asto provide the Consulting Services as provided for in Zendesk’s Customer Controlled User Assumption Policy found at: xxxxx://xxxxxxx.xxxxxxx.xxx/hc/en-us/articles/%20115001753608-Granting-Zendesk-temporary-access-to-your-acco unt. 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW or Order Form (including, but not limited to, any changes to the project schedule described in the SOWSOW or Order Form), Subscriber shall discuss such proposed changes with IJJCorpZendesk. If IJJCorp Zendesk elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a written Change Order. IJJCorp Zendesk shall be entitled to an adjustment in Consulting Fees pursuant to the changes reflected in the Change Order. IJJCorp Zendesk shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs Unless otherwise agreed to in a SOW or Order Form, for Consulting Services that are deliverable/Deliverable or milestone based, upon delivery of all deliverables Deliverables or completion of all milestones detailed in the S.O.W.SOW or Order Form, IJJCorp Zendesk shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) days after the date of the Completion Notice to provide IJJCorp with written notice describing any deliverables that have not been provided or milestones not met. The SOW shall be deemed complete and the deliverables accepted absent Subscriber’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs that are Time and Materials based.five

Performance of Consulting Services. 3.1 Each SOW or Order Form will include reasonable details about Consulting Services, including, at a minimum, the Consulting Fees charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”defined below) employed in performing the Consulting Services. IJJCorp Zendesk and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner.the 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’sServices. 3.3 IJJCorp Zendesk will perform the Consulting ServicesServices through qualified employees and/or non-employee contractors of Zendesk (“Subcontractors” and together with Zendesk’s employees for the purposes of these Supplemental Terms, directly or through a Subcontractor of its choice“Consulting Services Personnel”). Subscriber agrees to provide, at no cost to IJJCorpZendesk, timely and adequate assistance and other resources reasonably requested by IJJCorp Zendesk to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorpZendesk, nor including its Subcontractors Subcontractors, will not be liable for any deficiency in the performance of Consulting Services to the extent resulting such deficiency results from any acts or omissions of Subscriber, including including, but not limited to, Subscriber’s failure to provide Assistance as required hereunder. 3.4 In performing the Consulting Services, IJJCorp Zendesk will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorpZendesk’s election use of Subcontractors a Subcontractor by specifying its reasonable objection to IJJCorpZendesk, in which case the Parties will cooperate in good faith toto appoint another Consulting Services Personnel to perform such Consulting Services. Zendesk may replace Consulting Services Personnel in its normal course of business, provided that Zendesk will be responsible for the performance of Consulting Services by all Consulting Services Personnel. 3.5 IJJCorp Zendesk will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Consulting Services Personnel performing Consulting Services. IJJCorp Zendesk will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorp’s obligations under the Agreement in accordance with its terms.other 3.6 With Subscriber’s approval, IJJCorp Consulting Services Personnel may enter (“assume into”) Subscriber’s production Account asto provide the Consulting Services as provided for in Zendesk’s Customer Controlled User Assumption Policy found at: xxxxx://xxxxxxx.xxxxxxx.xxx/hc/en- us/articles/%20115001753608-Granting-Zendesk- temporary-access-to-your-account. 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW or Order Form (including, but not limited to, any changes to the project schedule described in the SOWSOW or Order Form), Subscriber shall discuss such proposed changes with IJJCorpZendesk. If IJJCorp Zendesk elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a written Change Order. IJJCorp Zendesk shall be entitled to an adjustment in Consulting Fees pursuant to the changes reflected in the Change Order. IJJCorp Zendesk shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs Unless otherwise agreed to in a SOW or Order Form, for Consulting Services that are deliverable/Deliverable or milestone based, upon delivery of all deliverables Deliverables or completion of all milestones detailed in the S.O.W.SOW or Order Form, IJJCorp Zendesk shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) business days after from the date of the Completion Notice to provide IJJCorp Zendesk with written notice describing any deliverables Deliverables that have not been provided or milestones not met. The SOW or Order Form shall be deemed complete and the deliverables Deliverables accepted or milestones met absent Subscriber’s timely written notice of any deliverables Deliverables not having been provided or milestones not having been met. For In the avoidance event that Subscriber provides timely written notice of doubtany Deliverable not having been provided or milestones not having been met, a Completion Notice Zendesk shall make commercially reasonable efforts to remedy the defects identified. If the defects cannot be necessary remedied, Subscriber may terminate the applicable SOW and Zendesk shall return the portion of the Consulting Fees paid to Zendesk by Subscriber for SOWs that are Time and Materials based.the nonconforming portion of the Consulting Services (or,

Performance of Consulting Services. 3.1 Each SOW or Order Form will include reasonable details about Consulting Services, including, at a minimum, the Consulting Fees (defined below) charged and the qualified employees and/or non-employee contractors of IJJCorp (“Subcontractors” and together with IJJCorp’s employees for the purposes of these Supplemental terms, “Consulting Services Personnel”) employed in performing the Consulting Servicesprovided. IJJCorp Zendesk and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner. 3.2 The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (“Subscriber’s Representative” and “IJJCorp’sServices. 3.3 IJJCorp Zendesk will perform the Consulting Services, directly or Services through a Subcontractor qualified employees and/or non- employee contractors of its choice. Subscriber agrees to provide, at no cost to IJJCorp, timely Zendesk (“Subcontractors” and adequate assistance and other resources requested by IJJCorp to enable the performance of the Consulting Services (collectively, “Assistance”). Neither IJJCorp, nor its Subcontractors will be liable for any deficiency in performance of Consulting Services to the extent resulting from any acts or omissions of Subscriber, including but not limited to, Subscribertogether with Zendesk’s failure to provide Assistance as required hereunder.employees for 3.4 In performing the Consulting Services, IJJCorp Zendesk will provide such resources, and utilize Consulting Services Personnel as it deems necessary to perform the Consulting Services or any portion thereof. Subscriber may object to IJJCorpZendesk’s election use of Subcontractors a Subcontractor by specifying its reasonable objection to IJJCorpZendesk, in which case the Parties will cooperate in good faith toto appoint another Consulting Services Personnel to perform such Consulting Services. Zendesk may replace Consulting Services Personnel in its normal course of business, provided that Zendesk will be responsible for the performance of Consulting Services by all Consulting Services Personnel. 3.5 IJJCorp Zendesk will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Consulting Services Personnel performing Consulting Services. IJJCorp Zendesk will maintain such number of qualified Consulting Services Personnel and appropriate facilities and other resources sufficient to perform IJJCorpZendesk’s obligations under the Agreement in accordance with its terms. 3.6 With Subscriber’s approval, IJJCorp Consulting Services Personnel may enter (“assume into”) Subscriber’s production Account asto provide the Consulting Services as provided for in Zendesk’s Customer Controlled User Assumption Policy found at: xxxxx://xxxxxxx.xxxxxxx.xxx/hc/en-us/articles/%20115001753608- Granting-Zendesk-temporary-access-to-your-account. 3.7 In the event that Subscriber seeks to change the scope of Consulting Services to be provided under any SOW or Order Form (including, but not limited to, any changes to the project schedule described in the SOWSOW or Order Form), Subscriber shall discuss such proposed changes with IJJCorpZendesk. If IJJCorp Zendesk elects to perform such changes to the Consulting Services, the Parties shall work together in good faith to execute a written Change Order. IJJCorp Zendesk shall be entitled to an adjustment in Consulting Fees pursuant to the changes reflected in the Change Order. IJJCorp Zendesk shall not be obligated to perform any differing or additional Consulting Services unless the Parties have mutually agreed upon a written Change Order. 3.8 For SOWs Unless otherwise agreed to in a SOW or Order Form, for Consulting Services that are deliverable/deliverable or milestone based, upon delivery of all deliverables or completion of all milestones detailed in the S.O.W.SOW or Order Form, IJJCorp Zendesk shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) business days after from the date of the Completion Notice to provide IJJCorp Zendesk with written notice describing any deliverables that have not been provided or milestones not met. The SOW or Order Form shall be deemed complete and the deliverables accepted or milestones met absent Subscriber’s timely written notice of any deliverables not having been provided or milestones not having been met. In the event that Subscriber provides timely written notice of any deliverables not having been provided or milestones not having been met, Zendesk shall make commercially reasonable efforts to remedy the defects identified. If the defects cannot be remedied, Subscriber may terminate the applicable SOW and Zendesk shall return the portion of the Consulting Fees paid to Zendesk by Subscriber for the nonconforming portion of the Consulting Services (or, if Consulting fees have not yet been paid, Subscriber will be relieved from its obligation to pay Consulting Fees for the nonconforming portion of the Consulting Services). For the avoidance of doubt, a Completion Notice shall not be necessary for SOWs Consulting Services that are Time time and Materials materials based.