Order. This Order (“Order”) is dated ____________ (“Order Effective Date”) by and between Framework Systems LLC (“Framework Systems”) with an address of 867 Boylston Street, 5th Floor, Boston MA 02116 and _______________ (“Customer”) with principal offices at 867 Boylston Street, 5th Floor, Boston MA 02116 to license the Software specified herein subject to the Terms and Conditions attached hereto as Attachment A (collectively with this Order the “Agreement”). By executing this Order, the parties agree to the Terms and Conditions.
1. SOFTWARE. Customer may Use the following Software pursuant the terms of this Order and the Agreement:
The Software provided herein shall be hosted in Customer's environment. Customer may Use the Software licensed herein solely in connection with Microsoft Dynamics 365 ERP platforms for a customer identified on an Addendum (as defined below).
2. TERM. The term of this Order shall begin on the Order Effective Date and end ____ (__) _____ thereafter (“Initial Term”). At the conclusion of the Initial Term, this Order shall automatically renew for an additional one (1) year period at Framework Systems’ then-current rates unless either party provides written notice of termination at least thirty (30) days prior to the conclusion of the applicable period.
3. FEE. The license for the Software granted pursuant to this Order is a subscription, software as a service license subject to the terms and conditions contained in the Agreement. The installation and subscription fee is based upon Framework Systems’ EDI questionnaire ("EDI Questionnaire") which qualifies the price of the installation and subscription for the Trading Partner identified on an Addendum. The mutually agreed upon installation and subscription fee is represented hereto as Attachment D (each an “Addendum”) following Customer’s completion of the EDI Questionnaire for each Trading Partner. Each Addendum will set forth the applicable setup fees, subscription fees, and related charges unique to the applicable implementation for each Trading Partner.
4. MAINTENANCE AND SUPPORT SERVICES. The subscription fees include fees for Maintenance and Support Services. Any additional integration or Customer-side configuration is not included in the subscription fee. At the request of Customer, Framework Systems can facilitate integration and custom development efforts that are above and beyond the scope of the services described in this Section, subject to mutual written agreement.
Agreed to By:
Framework Systems LLC CUSTOMER
By:
Gabi Smillie (Signature)
(Name typed or printed) (Name typed or printed)
Director of Operations
(Title) (Title)
(Date) (Date)
ATTACHMENT A
TERMS AND CONDITIONS
These Terms and Conditions supplement the Order (collectively, the “Agreement”) and set forth the terms and conditions under which Framework Systems will provide access to certain proprietary technology to Customer. The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) Framework Systems’ software indicated on the Order (“Software”).
1. LICENSE GRANT AND RIGHT OF USE
1.1. License Grant. Subject to all limitations and restrictions contained herein and the Order, Framework Systems grants Customer a subscription, nonexclusive and nontransferable right to use the Software as hosted in Customer's environment as described in the Order (“Use”).
1.2. Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Framework Systems’ Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement.
2. PAYMENT
2.1. Fees. Customer shall pay Framework Systems the fees indicated on the Order. Unless otherwise provided in an Order, all fees shall be paid to Framework Systems within fifteen (15) days of the date of invoice. The initial payment for the Software must be made on the Order Effective Date. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.
2.2. Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Framework Systems and hold Framework Systems harmless for all sales, use, VAT, excise, property or other taxes or levies which Framework Systems is required to collect or remit to applicable tax authorities. This provision does not apply to Framework Systems’ income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Framework Systems with a valid tax exemption certificate.
3. MAINTENANCE AND SUPPORT SERVICES
3.1. Maintenance. Framework Systems shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Framework Systems as defects in the Software (“Maintenance and Support Services”). Framework Systems shall use commercially reasonable efforts to begin working on a resolution to Customer’s written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in Framework Systems reasonable discretion. A response is not a guaranty of a solution to the reported problem; however Framework Systems will keep Customer apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services.
3.2. Service Availability. Framework Systems’ shall provide the Software in accordance with the Service Level Agreement attached hereto as Attachment B.
3.3. Exclusions. Framework Systems shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Customer pursuant to this Agreement (collectively the “Unsupported Code”). Any Framework Systems support services related to Unsupported Code shall be subject to execution of a mutually agreed upon statement of work issued under a services agreement.
3.4. Third Parties. Framework Systems shall have the right to use third parties, including employees of Framework Systems’ affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of this Section, all references to Framework Systems or its employees shall be deemed to include such Subcontractors. Framework Systems shall be responsible for the acts and omissions of Subcontractors hereunder.
4. OWNERSHIP
4.1. Reservation of Rights. By signing the Order, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software and/or Framework Systems materials provided to Customer. Framework Systems shall own all right, title, and interest in such Software and Framework Systems materials, subject to any limitations associated with intellectual property rights of third parties. Framework Systems reserves all rights not specifically granted herein.
4.2. Data. Customer shall own all right, title and interest in and to the information input into the Software by Customer (“Customer Data”). Framework Systems will not sell or disclose the Customer Data on an individual (non-aggregated) basis. Framework Systems may aggregate de-identified Customer Data, including with the data of other Framework Systems Customers, and analyze such Customer Data and user behavior data including use of aggregate data to (i) help develop new features of the Software; (ii) recommend areas for examination or improvement; (iii) train algorithms and machine learning; (iv) improve conversational artificial intelligence; (v) analyze, compare, and benchmark Customer Data; and (vi) for any other legal purpose. To the extent that use of Customer Data and user behavior data gathered by Framework Systems would require a license, Customer hereby automatically grants such royalty-free license to Framework Systems.
5. CONFIDENTIALITY
5.1. Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.
5.2. Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Framework Systems Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Framework Systems; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.
5.3. Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
5.4. Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Framework Systems Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
5.5. Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
5.6. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
5.7. Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Framework Systems materials provided to Customer shall be owned by Framework Systems, and Customer hereby agrees to assign any such rights to Framework Systems. Nothing in this Agreement shall preclude Framework Systems from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Framework Systems in the performance of services hereunder.
6. WARRANTY
6.1. Authorized Representative. Customer and Framework Systems warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.
6.2. Content and Customer Data. Customer represents and warrants that any content provided by Customer (“Content”) shall not infringe the copyright, trademark or other rights of a third party. Customer shall be fully responsible for all Content uploaded to the Software or accessed by the Software either by Customer or end users of the Software. Customer will indemnify, defend and hold Framework Systems harmless from and against any claims, causes of action, losses or damages arising out of the Content.
6.3. Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND FRAMEWORK SYSTEMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
6.4. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of Framework Systems.
7. INTELLECTUAL PROPERTY INDEMNIFICATION
7.1. Framework Systems will defend at its expense any cause of action brought against Customer, to the extent that such cause of action is based on a claim that the Software, as delivered by Framework Systems to Customer, infringes a United States patent, copyright, or trade secret of a third party. Framework Systems will pay those costs and damages finally awarded against Customer pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by Framework Systems. Customer may retain its own counsel at Customer’s own expense.
7.2. Framework Systems shall have no liability under this Section unless: (i) Customer notifies Framework Systems in writing immediately after Customer becomes aware of a claim or the possibility thereof; and (ii) Framework Systems has sole control of the settlement, compromise, negotiation, and defense of any such action; and (iii) Customer cooperates, in good faith, in the defense of any such legal action.
7.3. Framework Systems shall have no liability for any claim of infringement based on (i) Software which has been modified by parties other than Framework Systems; (ii) use of the Software in conjunction with data where use with such data gave rise to the infringement claim; or (iii) use of the Software with non-Framework Systems software or hardware, where use with such other software or hardware gave rise to the infringement claim.
7.4. Should the Software become, or in Framework Systems’ opinion is likely to become, the subject of a claim of infringement, Framework Systems may, at its option, (i) obtain the right for Customer to continue using the Software; (ii) replace or modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing; or (iii) if neither of the foregoing options is commercially reasonable, terminate the license for the Software. Upon such termination of the licenses, Framework Systems will refund to Customer, as Customer’s sole remedy for such license termination, all prepaid license fees paid by Customer for the terminated license. This Section states the entire liability of Framework Systems with respect to any claim of infringement regarding the Software.
8. LIMITATION OF LIABILITY
8.1. Liability Cap. IN NO EVENT SHALL FRAMEWORK SYSTEMS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8.2. Disclaimer of Damages. IN NO EVENT SHALL FRAMEWORK SYSTEMS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. TERM AND TERMINATION
9.1. Termination by Framework Systems. This Agreement and any license created hereunder may be terminated by Framework Systems (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
9.2. Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Framework Systems if Framework Systems fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Framework Systems’ receipt of Customer’s notice or a longer period if Framework Systems is working diligently towards a cure.
9.3. Termination. Upon termination of this Agreement, (i) Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein and (ii) each party shall return or destroy the other party’s Confidential Information.
9.4. Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.
10. MISCELLANEOUS
10.1. Compliance With Laws. Each party agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement including but not limited to, export laws, the foreign corrupt practices act and applicable sanctions laws. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.
10.2. Assignment. Customer may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Framework Systems. Any assignment or transfer in violation of this Section shall be null and void.
10.3. Survival. The provisions set forth in Sections 1.2, 2, 5, 6.2, 6.3, 8, 9.3, 9.4, and 10 of this Agreement shall survive termination or expiration of this Agreement and any applicable license hereunder.
10.4. Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing. Unless otherwise specified, all notices to Framework Systems shall be sent to the attention of the CEO. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
10.5. Force Majeure. Framework Systems shall not be liable to Customer for any delay or failure of Framework Systems to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Framework Systems. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
10.6. Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
10.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or PDF) shall be considered an original. In the event of conflict between an Order, Addendum and these Terms and Conditions, the Addendum, then Order shall govern. Any additional or different terms in a purchase order, vendor portal, or similar documents are not binding on Framework Systems. Each party agrees to comply with the Microsoft Partner Code of Conduct.
10.8. Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
10.9. Nonsolicitation. During the term of this Agreement and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Framework Systems without the prior written consent of Framework Systems. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Framework Systems for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Framework Systems. Violation of this provision shall entitle Framework Systems to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
10.10. Publicity. Subject to Customer's consent, which consent shall not be unreasonably withheld, Customer agrees to cooperate with Framework Systems (i) in preparation of at least one (1) press release, where the aforementioned materials can be used in/on Framework Systems’ Web site, marketing materials, trade shows, public advertisements, and other associated marketing uses (“Framework Systems Marketing Materials”); and (ii) in preparation of a Framework Systems-sponsored testimonial advertisement to be published on digital or printed media platforms, including but not limited to online news outlets, industry blogs, social media channels, and other digital or printed publications, as well as for use in Framework Systems Marketing Materials. The parties further agree that subject to Customer's consent, which consent shall not be unreasonably withheld, Framework Systems may include Customer’s logo on publicly displayed customer lists (including Framework Systems’ website and public advertisements).
10.11. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
10.12. Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
10.13. Choice of Law. This Agreement shall be governed and interpreted by the laws of the State of Rhode Island without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this agreement shall be brought in the state or federal courts located in Providence, Rhode Island and each party hereby submits to the exclusive jurisdiction of such courts.
ATTACHMENT B
SUPPORT AND ENHANCEMENT SERVICES TERMS
These Support and Enhancement Terms set forth the terms and conditions pursuant to which Framework Systems LLC (“Framework Systems”) shall provide ___________ (“Customer”) with certain support and enhancement services (“Support and Enhancement”).
1. Support
1.1. Error Corrections. “Errors” are reported problems that (i) prevent the Software from conforming in material respects to applicable product description contained in an Order, and (ii) are replicated and diagnosed by Framework Systems as defects in the Software. Framework Systems shall use commercially reasonable efforts to provide solutions, changes and corrections to the Software as are required to correct Errors.
1.2. Software Support. “Software Support” shall mean reasonable telephone, email, and/or Framework Systems-managed secure messaging support in the form of advice and counsel in support of Customer Triage activities and Error corrections and assisting Authorized Users in the proper use of Software. Software Support shall be provided Monday through Friday from 8:00 AM to 6:00 PM (Central Time), exclusive of those holidays observed by Framework Systems. The holidays observed by Framework Systems are as follows: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Eve and Christmas Day. Customer shall not be limited in the number of incidents reported to Framework Systems.
1.3. Support Obligations of the Parties. Framework Systems shall provide Software Support as set forth below. Customer shall be responsible for those Customer Triage activities described below.
1.4. Customer Triage. “Customer Triage” shall mean that Customer shall provide all assistance reasonably requested by Framework Systems. Assistance required by Framework Systems from Customer in replicating and diagnosing Errors includes, but is not limited to the following:
i. serving as the primary contact for questions by the Authorized Users and gathering information and descriptions of any problem so as to ascertain its severity;
ii. providing available resolution to issues if known;
iii. analyzing problem symptoms and gathering additional data from authorized users as required;
iv. determining if a suspected error is due to prerequisite or operationally related equipment or software at the location of the Software;
v. attempting a bypass or circumvention of the suspected error; and
vi. if after performing all such Customer Triage functions, Customer finds that the suspected error appears to be in the Software, notifying Framework Systems and providing a description of the problem and all supporting documentation and materials necessary to replicate the Error in the Software in Framework Systems’ development environment.
1.5. Contacting Framework Systems Support. Subject to Customer’s Customer Triage obligations, Customer shall report Errors to Framework Systems via one of the following means:
i. Framework Systems-hosted in-application secure messaging;
ii. Email support@frameworksystems.net;
iii. Phone (781) 613-8327 or ____________.
2. Error Classification and Response
2.1. Error Classification. Framework Systems shall classify Errors as follows:
2.1.1. Severity 1 Errors. Errors that meet the following criteria: (i) Errors that prevent all useful work from being done; (ii) material Errors in essential functions for which no work around exists; or (iii) Errors that cause a material loss of data.
2.1.2. Severity 2 Errors. Errors that meet the following criteria: (i) Errors that disable essential functions but for which a work around exists; (ii) Errors that block systems test or deliverables; or (iii) Errors that violate material specifications in the product description contained in the applicable Order.
2.1.3. Severity 3 Errors. Errors that do not meet either the Severity 1 definition or the Severity 2 definition.
2.2. Error Classification Dispute Resolution. In the event there is a dispute between Customer and Framework Systems regarding the classification of an Error that is not resolved within 24 hours after the report from Customer, such dispute shall be referred to Customer’s project manager and Framework Systems’ Client Success Manager for resolution. In the event such personnel cannot resolve the dispute within 24 hours from the referral of the dispute to them, the issue shall be escalated to the Customer’s Vice President and Framework Systems’ Account Manager. In the event the Vice President and Account Manager cannot resolve the dispute within 24 hours, the dispute will ultimately be resolved by Customer’s Senior Vice President and Framework Systems’ President
2.3. Response Stages. Framework Systems will follow a staged approach to respond to Errors:
2.3.1. Stage 1. Acknowledgement of receipt of Error report and all Customer Triage support data.
2.3.2. Stage 2. Subject to Customer’s completion of its obligations herein, commencement of work on identifying, diagnosing, and resolving the problem.
2.3.3. Stage 3. Initial resolution of the error.
2.4. Response Schedule. Framework Systems support shall use commercially reasonable efforts to respond to and resolve Errors in accordance with the following Response Schedule. Such response times shall be measured from the time the Customer contacts Framework Systems support as described above.
Stage 1
(Response) Stage 2
(Commencement of work) Stage 3
(Initial resolution)
Severity 1 2 business hours 4 business hours 1 business day
Severity 2 8 business hours 3 business days 10 business days
Severity 3 5 business days N/A N/A
ATTACHMENT C
DATA PROCESSING AGREEMENT
ATTACHMENT D
FORM OF INSTALLATION AND SUBSCRIPTION ADDENDUM
This Installation and Subscription Agreement #__ (“Addendum”) is dated as of _________ ("Addendum Effective Date") and entered into pursuant to the terms of Order #__ between Framework Systems LLC (“Framework Systems”) and ___________________ (“Customer”) dated _________________ (“Order”). This Addendum is applicable to ___________ ("Trading Partner")
1. Customer Questionnaire. Customer has completed Framework Systems’ EDI Questionnaire or the Trading Partner. The responses to the Questionnaire form the basis for the fees and subscription terms in this Addendum.
2. Fees and Charges. Based on the Questionnaire and Customer requirements, the following fees apply:
• One-time setup fee: ____________________
• Subscription fee: ______________________ per month
• Additional charges (if any): ____________________
3. Term. The term of this Addendum shall begin on the Addendum Effective Date and end _____________, unless terminated as described in the Agreement.
Agreed to By:
Framework Systems LLC CUSTOMER
By:
(Signature) (Signature)
Gabi Smillie
(Name typed or printed) (Name typed or printed)
Director of Operations
(Title)
(Date)
We use cookies to analyze website traffic and optimize your website experience. By accepting our use of cookies, your data will be aggregated with all other user data.