Common use of Support and Professional Services Clause in Contracts

Support and Professional Services. 2.1 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practice. 2.2 In connection with Customer’s use of the Platform, Company and Customer may agree in an Order Form and/or a separate mutually executed Statement of Work (an “SOW”) upon training, implementation, consulting or other professional services to be performed by Company (collectively the “Professional Services”). Customer agrees to provide Company with any required Customer materials needed for Company to perform the Professional Services, and hereby grants Company a royalty-free, non-exclusive, worldwide license to use such materials for the sole purpose of enabling Company to perform the Professional Services. Company will use commercially reasonable efforts to meet any schedules set forth in an SOW or Order Form, and Customer agrees to cooperate in good faith to allow Company to achieve completion of such Professional Services in a timely and professional manner. If achievement of any particular milestone is dependent upon performance of tasks by Customer or by a third party outside of Company’s control, any projected dates for accomplishing such milestones will be approximately adjusted to reflect any changes in such tasks. Company retains all right, title and interest in and to (i) anything it uses or develops in connection with performing Professional Services for Customer, including, among other things, software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how and (ii) anything it delivers to Customer during the course of performing Professional Services (collectively, “Deliverables”) ((i) and (ii) being collectively referred to herein as the “Professional Services IP”), unless otherwise specified in the applicable Order Form or SOW. Company hereby grants to Customer and its Users, a non-exclusive, non-transferable (except for permitted assignments under Section 9), worldwide, royalty-free, limited-term license to use the Deliverables during the Term solely in conjunction with Customer’s use of the Platform. Customer may not copy, modify, or otherwise create derivative works of any Deliverables without Company’s prior written consent in each case.