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10 <br />EXHIBIT A <br />PROFESSIONAL SERVICE TERMS <br /> <br />These Professional Services Terms are hereby annexed to and made a part of the Master Software Services Agreement <br />(the “Agreement”) between Rubicon and Client. In the event any provisions of these Professional Services Terms contradict <br />or are inconsistent with the provisions of the Agreement, the provisions these Professional Services Terms shall prevail and <br />govern. <br /> <br />1. Services. Upon request by Client, Rubicon will provide consultants to perform implementation , consulting and <br />training services to the extent such Professional Services are identified in any mutually agreed upon Statement of Work more <br />fully describing the project assumptions, specifications, scope, work plan, responsibilities, duration and fees fo r such <br />Professional Services, which Statements of Work shall reference the Agreement and be sequentially numbered. Any <br />modifications to a Statement of Work shall be made by written change order, in Rubicon’s standard form, executed by both <br />parties to this Agreement (a “Change Order”). Each Change Order complying with this Section shall be deemed to be an <br />amendment to the applicable Statement of Work to which it applies and shall become a part thereof. <br /> <br />2. Cooperation. All Professional Services will be coordinated with the designated Client Project Coordinator, as <br />identified in each Statement of Work. Client shall cooperate and provide information as is reasonably necessary or desirable <br />for the timely completion of the Professional Services. Client shall at all times make available its functional and/or <br />information technology personnel as reasonably required or desirable for Rubicon to perform the Professional Services, and <br />Client shall timely fulfill its obligations and responsibilities set forth in each Statement of Work. To the extent required or as <br />specified in any Statement of Work or work plan, Client shall provide Rubicon with access to its facilities, software, system s, <br />data, information and support materials to perform the Professional Services. Client acknowledges that Rubicon’s <br />performance hereunder is contingent on Client’s timely and effective performance of Client’s responsibilities and Client’s <br />timely decisions and approvals. If Client fails to provide required information and/or make decis ions as agreed or in a <br />reasonably expeditious and timely manner, and such failure results in a delay in delivery of any deliverables or Work Product <br />or to the overall project, Client agrees to extend the time frame for delivery of the deliverable or projec t, as applicable, on a <br />day for day basis and compensate Rubicon for any additional work required as a result of such delay. <br /> <br />3. Project Control. Rubicon shall have the sole right to supervise, manage, contract, direct, procure, perform, or cause <br />to be performed, all Professional Services performed by it pursuant to a Statement of Work. Rubicon may subcontract all or <br />a portion of the Professional Services to a qualified third party. In recognition that Rubicon personnel may perform similar <br />services for third parties, this Agreement shall not prevent Rubicon from providing services or developing materials that may <br />be perceived as competitive with those developed or provided hereunder, subject to the confidentiality provisions of the <br />Agreement. <br /> <br />4. Compensation. All Professional Services will be provided by Rubicon on a time, materials and expense basis at <br />Rubicon’s then current rates, unless otherwise agreed by the parties in a Statement of Work. <br /> <br />5. Termination. These Professional Services Terms shall be effective as of the Effective Date of the Agreement and <br />shall remain in effect until (a) terminated by either party upon thirty (30) days prior written notice in the event no Statem ent <br />of Work is outstanding; or (b) as provided in the Agreement, whichever is earlier. Client shall be liable for payment to <br />Rubicon for all Professional Services provided or performed prior to the effective date of any such termination, including an y <br />expenses incurred pursuant to the provision of such Services. <br /> <br />6. Additional Services. Any services performed by Rubicon at the request of Client that are outside the scope of any <br />Professional Services described in the applicable Statement of Work shall be governed by these terms and will be billed at <br />Rubicon’s then current rates. <br /> <br />7. Acceptance Criteria. Each deliverable provided to Client through Professional Services under this Agreement <br />(collectively, the “Client Deliverables”) will be deemed accepted by Client upon delivery, unless Client provides written <br />notice of rejection to Rubicon within five (5) business days of such delivery (the “Acceptance Period”) and such notice <br />specifically identifies the manner in which the applicable Client Deliverables fail to materially comply with their applicabl e <br />specifications. In the event Client rejects the applicable Client Deliverables within the Acceptance Period, Rubicon shall use <br />commercially reasonable efforts to make such corrections to Client Deliverables, such that the Client Deliverables materially <br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6