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Schedule B to the GTC
<br />"Professional Services Schedule"
<br />The parties agree that this Schedule is hereby annexed to and made a part of the GTC. In each instance in which provisions of this
<br />Schedule contradict or are inconsistent with the provisions of the GTC, the provisions of this Schedule shall prevail andgovern.
<br />WHEREAS, Licensee licensed from SAP the right to Use SAP Software pursuant to the Agreement and SAP provides, through its
<br />employees, affiliates, and third party contractors ("Consultants"), consulting and professional services ("Services") including support
<br />of installation and implementation of the licensed Software in the United States.
<br />1. Services. Upon request by Licensee, SAP will provide a Consultant(s) to perform, at Licensee's direction, consulting and
<br />professional services including support of installation and implementation of the applicable SAP Software ("Services"). Any
<br />Statement(s) of Work ("SOW") more fully describing the project assumptions, scope, duration and fees for the Services shall
<br />reference this Schedule. All Services of the SAP Consultant(s) will be coordinated with the designated Licensee
<br />representative. Licensee is responsible for making the necessary internal arrangements for the carrying out of the Services on
<br />a non-interference basis.
<br />2. Satisfaction with Performance. If at any time Licensee or SAP is dissatisfied with the material performance of an assigned
<br />Consultant or a Licensee project team member, the dissatisfied party shall immediately report such dissatisfaction to the other
<br />party in writing and may request a replacement. The other party shall use its reasonable discretion in accomplishing any such
<br />change.
<br />3. Compensation of SAP. All Services will be provided by SAP on a time and expense basis at SAP's then current rates, unless
<br />otherwise agreed by the parties in a SOW.
<br />4. Taxes. The fees listed in the applicable SOW do not include taxes. If SAP is required to pay sales, use, property, value-added
<br />or other taxes based on the Services provided under this Schedule, then such taxes shall be billed to and paid by Licensee.
<br />This section shall not apply to taxes based on SAP's income. Licensee also agrees to pay SAP for additional tax amounts if
<br />any, created by the taxability of Consultants reimbursed travel and living expenses resulting from long term assignments at
<br />Licensee's locations.
<br />5. Work Product. Unless otherwise agreed to in writing by the parties in a SOW, SAP shall have the sole and exclusive right, title
<br />and ownership to any and all ideas, concepts, or other intellectual property rights related in any way to the techniques,
<br />knowledge or processes of the SAP Services and deliverables, whether or not developed for Licensee.
<br />6. Warranty. SAP warrants that its Services shall be performed consistent with generally accepted industry standards. SAP
<br />MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY OTHER WARRANTIES,
<br />EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THIS SCHEDULE AND THE SERVICES PROVIDED HEREUNDER.
<br />7. Limitation of Liability. WITH RESPECT TO SERVICES, ANYTHING TO THE CONTRARY NOTWITHSTANDING, EXCEPT FOR
<br />DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF THE PROPRIETARY INFORMATION AND SAP'S RIGHT
<br />TO COLLECT UNPAID FEES, UNDER NO CIRCUMSTANCES SHALL SAP, ITS CONSULTANTS OR LICENSEE BE LIABLE TO EACH
<br />OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID FOR THE
<br />APPLICABLE SERVICES HEREUNDER OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
<br />INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR
<br />MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES. The provisions of the Schedule allocate the risks between SAP and
<br />Licensee. The License Fees reflect this allocation of risk and the limitations of liability herein.
<br />8. Termination. The terms of this Schedule shall be effective as of the Effective Date of the Agreement and shall remain in effect
<br />until terminated by either party upon thirty (30) days prior written notice or otherwise in accordance with a particular SOW.
<br />Licensee shall be liable for payment to SAP for all Services provided prior to the effective date of any such termination,
<br />including any expenses incurred pursuant to the provision of such Services, in accord with the applicable SOW.
<br />9. General Provisions.
<br />9.1 SAP may subcontract all or part of the Services to be performed to a qualified third party.
<br />9.2 With respect to the Services provided by SAP under this Schedule and any SOW hereto, the relationship of SAP and
<br />Licensee is that of an independent contractor.
<br />9.3 This Schedule, including any applicable SOWs, constitutes the entire agreement between the parties with respect to the
<br />subject matter hereof and supersedes all prior agreements between the parties, whether written or oral, relating to the same
<br />subject matter. In the event of any inconsistencies between this Schedule and a SOW, the SOW shall take precedence over
<br />the Schedule. Any purchase order or other document issued by Licensee is for administrative convenience only.
<br />10. Survival. Sections 5 and 7 above shall survive any termination of this Schedule.
<br />SAP Confidential
<br />SAP General Terms and Conditions enUS.v.5-2011
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