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AMS – TMA Terms Document <br />4 <br />Professional Services Agreement <br /> <br />TMA Systems, LLC (“the Company”) has issued to the Customer the attached Quotation for a <br />License of the Company’s Software, which includes the provision of Professional Services to the <br />Software by the Company (“the Professional Services”). <br /> <br />The Company and the Customer agree that the Professional Services shall be provided to the <br />Customer on the following terms and conditions: <br /> <br />1. Professional Services: The Company shall provide to the Customer the Professional <br />Services described on the Quotation. <br /> <br />2. Customer Provided Resources: The Customer shall provide or make available to the <br />Company reasonable resources to facilitate the delivery of the Professional Services. <br />Furthermore, reasonable is defined a fair, proper, or moderate under the circumstances. <br /> <br />3. Fees and Reimbursable Expenses: <br /> <br />A. The fees and reimbursable expenses for the Professional Services are listed on the <br />Quotation. <br /> <br />B. The Company may invoice the Customer for the fees and reimbursable expenses <br />on a monthly basis, as the Professional Services are rendered. <br /> <br />C. The Customer shall pay the invoices for Professional Service fees and <br />reimbursable expenses within thirty days from receipt. <br /> <br />4. Manner of Providing Professional Services: The Company shall provide the <br />Professional Services to the Customer: <br /> <br />A. In accordance with industry standards; <br /> <br />B. In accordance with any specifications listed in the Quotation; and <br /> <br />C. As an independent contractor to the Customer. Furthermore, independent <br />contractor, is defined as not an employee, partner, or joint venture of or with <br />Orange County. <br /> <br />5. Intellectual Property: <br /> <br />A. To the extent that the Professional Services results in any customization of any of <br />the Company’s software products previously licensed for the Customer’s use <br />(“the Software Customization”), the Software Customization shall be deemed to <br />be included within the Customer’s license for the software product; provided, <br />however, that the Company shall own and retain all other rights with respect to <br />the Software Modification. <br />DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15DocuSign Envelope ID: 3E613CA5-0A37-4CD3-890F-47CC5E2F38B1