PROFESSIONAL SERVICES SCHEDULE
Version 1 Effective 12/1/2025
This Professional Services Schedule (the “Professional Services Schedule”) forms part of the Master Agreement, Order Form, or any other agreement that refers to them (“Incorporating Document”). As used in this Professional Services Schedule, “Agreement” means the Incorporating Document, including this Professional Services Schedule, and any other documents or terms incorporated or referenced in the Incorporating Document.
1. DEFINITIONS.
“Estimate” means an approximate calculation of quantity or value based upon information known at the time the estimate is made. Estimates are not exact or binding.
“Functional Specification” means a formal, mutually agreed-upon, document used to describe the system’s complete set of requirements, including but not limited to intended capabilities, appearance, and interactions with users, in detail. The Functional Specifications define the scope of the Professional Services and overall goals which the Customer intends to be accomplished.
“PCR” means a project change request.
“Professional Services” means implementation, configuration, consulting and such other professional services identified on a Work Order.
“Project Plan” means a document attached to a Work Order identifying major deliverables, milestones, activities, and resource requirements on the project and used to guide both project execution and project control. Dates (including overall start and end dates) associated with both the sequence of events and activities contained within the Project Plan are subject to change throughout the project and such changes will not require the use of a Project Change Request (“PCR”).
“Specifications” means the final, detailed functional requirements for any Work Products that are provided by KM in a Work Order.
“Test Plan” means a detailed document that outlines the test strategy, objectives, resources needed, schedule, and success criteria for testing a specific new feature, process, or piece of software. Test plans should include specific test scenarios that exercise the system in such a way that the requirements identified in the Functional Specification (or other relevant, mutually agreed-upon requirements) may be validated. Development and implementation of the test plan is the Customer’s responsibility.
“Work Order” means either a written proposal for Professional Services that is signed by KM and Customer, or an Order Form for Professional Services. Work Orders are fully incorporated herein by reference.
“Work Product” means any ideas, concepts, processes, discoveries, developments, formulae, information, materials, methodologies, improvements, processes, designs, artwork, content, software, other copyrightable works, and any other work product created, conceived or developed by KM (whether alone or jointly with others), during the performance of this Agreement, including all applicable copyrights, patents, trademarks, trade secrets, and other applicable Intellectual Property Rights therein. Work Products do not include Customer’s Confidential Information.
2. ORDERING AND FULFILLMENT.
2.1 Work Order. KM will perform Professional Services pursuant to a Work Order, which may include a Project Plan. If schedule delays arise solely from Customer’s incorrect information or assumptions or failure to perform its obligations, then the schedule may extend automatically without KM bearing responsibility or liability for additional costs. If any milestone is defined in a Work Order or Project Plan and any such milestone is missed solely because of a KM delay and not due to an event of force majeure described in the General Terms, then KM agrees, at no additional charge to Customer, to commit such additional resources and personnel to ensure that such delay does not result in additional delays of such Professional Services. Any Professional Services or Work Products described in a Work Order that KM has performed or developed, in whole or in part, prior to the execution of such Work Order nevertheless shall be covered by all terms and conditions of such Work Order.
2.2 Project Assumptions. The following standard assumptions apply to all Professional Services Work Orders: (a) work efforts will proceed continuously until completion; (b) Customer maintains at least one (1) test/development environment that mirrors the product environment, including integrations with third-party systems; (c) KM personnel will have direct VPN/server access to all environments in which work is to be performed; (d) individual NDAs, background checks and other security requirements for KM personnel are not required; (e) Customer will provide all infrastructure, access, development tools, licensing or provisioning of work samples in a timely manner; (f) Customer will provide KM with all necessary and appropriate rights to perform the Professional Services, including but not limited to accessing facilities, systems, data and third party software; and (g) Customer’s key stakeholders or subject matter experts will remain assigned to the project through completion. A PCR will be required for any additional time and costs that result from material impacts to a Work Order that result solely from Customer’s failure to meet the assumptions provided in in this Section 2.2.
2.3 Fees. Each Work Order includes the fees Customer will pay KM for the Professional Services and may include an Estimate or other budget of expected charges for the parties to monitor performance. Unless otherwise provided in a Work Order, the: (a) Professional Services fees will be based on direct labor hours charged at fixed labor rates and direct travel hours charged at fixed travel rates; and (b) Professional Services will be performed on a time and materials basis at KM’s then-current standard hourly rates.
3. PROJECT CHANGES. A PCR is used if Customer desires KM to perform additional work beyond the scope of the intended Professional Services, or if the intended scope of Professional Services has materially changed, determined at KM’s discretion, then the parties may amend an existing Work Order or enter a new Work Order for the changes. Any such additional services or assistance will be subject to the terms and conditions of this Agreement and the parties mutual agreement. If such additional services involve the use of third-party data or services, the Customer must agree to pay for all such third-party data and services.
4. CUSTOMER BACK UP RESPONSIBILITIES. EXCEPT WHEN PROFESSIONAL SERVICES ARE FOR KSS, CUSTOMER BEARS SOLE RESPONSIBILITY FOR IMPLEMENTING AND MAINTAINING ADEQUATE SAFEGUARDS TO ISOLATE, BACK UP, OR OTHERWISE ARCHIVE ITS COMPUTER SYSTEMS, INCLUDING, WITHOUT LIMITATION, ALL SOFTWARE, DATA, AND FILES CONTAINED THEREIN.
5. TRAVEL AND EXPENSES. Customer shall pay KM for all reasonable expenses that are incurred in the performance of Work Orders, including travel, living, and out-of-pocket expenses.
6. WORK PRODUCTS LICENSE. During the term of the Agreement and subject to Company’s compliance with the terms of the Agreement including KM’s ownership rights provided in the General Terms, KM grants to Customer a limited, non-exclusive and non-assignable license to use the Work Products identified in a Work Order only in connection with Customer’s use of the Software, KSS, or other KM product or service with which such Work Product was delivered by KM for use by Customer. The Work Products License is coterminous with Customer’s license to the Software, KSS, or other KM product or service.
7. WARRANTIES; DISCLAIMER
7.1 Professional Services Warranty. For a period of sixty (60) days from the date KM completes Professional Services in an applicable Work Order, KM warrants that it will perform the Professional Services in a workmanlike manner and substantially in accordance with industry standards. When Customer has provided KM with a written notice of non-conformity within the warranty period, then KM’s sole obligation and Customer’s sole and exclusive remedy will be for KM to either (a) correct the non-conforming services; or (b) if KM determines that it is not commercially practicable to correct the non-conforming services, then terminate the Agreement with respect to the non-conforming services and, provided Customer is in compliance with its termination obligations under the Agreement, KM will refund Customer the unused prepaid fees for the non-conforming services.
7.2 Work Products Warranty. For period from the earlier of sixty (60) days following delivery or final sign-off of a Work Order of a completed and properly installed and properly used Work Product to Customer, KM warrants that the Work Product will perform in accordance with the Specifications. When Customer has provided KM with a written notice of Work Product’s non-conformity within the warranty period, then KM’s sole obligation and Customer’s sole and exclusive remedy will be for KM to either (a) correct the non-conformity, which may include delivery of a workaround; or (b) if KM determines that it is not commercially practicable to correct the non-conformity, then terminate the Agreement with respect to the non-conforming Work Product and, provided Customer is in compliance with its termination obligations under the Agreement, KM will refund Customer the unused prepaid services fees for the non-conforming Work Product.
7.3 Disclaimer. The warranties in Sections 8.1 and 8.2 do not apply to any Work Products or Professional Services that have been: (a) modified or supplemented by Customer or any third party without KM’s express written consent from an authorized executive (VP or higher); (b) used with equipment or software not consistent with the Specifications; or (c) otherwise misused or abused by Customer.
8. TERMINATION. The Professional Services Schedule is coterminous with the Incorporating Document. Either party may terminate this Professional Services Schedule pursuant to Section 1 of the General Terms or in accordance with the terms of a Work Order. In addition to the costs provided in Section 1.3 of the General Terms, all property of each party in possession of the other party in connection with Professional Services performed under this Schedule shall be returned.
