CSG TECHNICAL SERVICES
1. GENERAL. Subject to the terms and conditions of the Master Agreement and for
the fees and expenses described below, Customer hereby hires CSG, and CSG hereby
agrees, to provide the design, development and/or other consulting services
described in the Statement of Works contemplated under Section 2, which may
include services by CSG's Advanced Business Solutions division (collectively,
the "Technical Services") to Customer as its independent contractor.
2. Technical Services.
(a) Reasonable Efforts. CSG will use its reasonable commercial efforts to
perform all Technical Services in a timely and professional manner
satisfactory to Customer and in accordance with the applicable Statement of
(b) Projects Schedules. CSG and Customer will execute a schedule substantially
similar to Exhibit B-I (the "Statement of Work") for each design,
development and/or other consulting project that Customer wants CSG to
undertake. CSG and Customer acknowledge that all Statement of Works will
form an integral part of this Schedule B.
(c) Location and Access. CSG may perform the Technical Services at Customer's
premises, CSG's premises or such other premises that Customer and CSG may
deem appropriate. Customer will permit CSG to have reasonable access to
Customer's premises, personnel and computer equipment for the purposes of
performing the Technical Services at Customer's premises.
(d) Insurance. CSG will be solely responsible for obtaining and maintaining
appropriate insurance coverage for its activities under this Schedule B.
including, but not limited to, comprehensive general liability (bodily
injury and property damage) insurance and professional liability insurance.
(a) Project Fees. In consideration for performing the Technical Services,
Customer will pay CSG the fees that may be contemplated under the Statement
of Works (the "Project Fees").
(b) Reimbursable Expenses. Unless otherwise contemplated under the Statement of
Work, Customer will reimburse CSG for the necessary and reasonable travel,
lodging and related out-of-pocket expenses that CSG may incur in performing
the Technical Services ("Reimbursable Expenses").
(c) Payment. Customer will pay the Project Fees to CSG according to the
applicable terms set forth in the Statement of Work. Unless otherwise
contemplated in the Statement of Work, Customer will pay CSG the
Reimbursable Expenses within thirty (30) days after the receipt of CSG's
invoice and supporting receipts. All payments will be made in U.S. dollars
by check or wire transfer to CSG's designated bank account. Any late payment
will accrue interest at the rate of 1.5% until paid in full.
(d) Taxes. CSG will specify on all invoices issued to Customer any sales, use
or other tax that may be assessable in connection with this Schedule B.
Customer will pay such taxes or provide CSG with any applicable certificate
of exemption acceptable to the appropriate taxing authorities.
4. CSG RIGHTS. Customer acknowledges that all patents, copyrights, trade
secrets or other proprietary rights in or to the work product that CSG may
create for Customer under this Schedule B (the "Deliverables"), including, but
not limited to, any ideas, concepts, inventions or techniques that CSG may use,
conceive or first reduce to practice in connection with the Technical Services,
are and will be the exclusive property of CSG, except as and to the extent
otherwise specified in the applicable Statement of Work. During and after the
term of this Schedule B, CSG and Customer will execute the instruments that may
be appropriate or necessary to give full legal effect to this Section 4.
5. Warranty. CSG represents and warrants that any software developed as part
of the Deliverables will substantially conform to the applicable specifications
set forth in the Statement of Works. In case of breach of this warranty or any
other legal duty to Customer, CSG's exclusive liability, and Customer's
exclusive remedy, will be to obtain (i) correction or replacement of the
software developed as part of the Deliverable or (ii) if CSG determines that
such remedy is not practicable, a refund of the Project Fees allocable to such
software developed as part of the Deliverable. ALL OTHER WARRANTIES OR
CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT), ARE HEREBY DISCLAIMED.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.