Last Updated: April 6, 2021

1. Professional Services Subscription. Details regarding Customer’s subscription to the Professional Services, which are billed on an annual or quarterly basis, regardless of the number of hours actually used by Customer, will be on an applicable Order Form. If Customer will be purchasing the Professional Services on a non-subscription basis, such terms will also be stated on the applicable Order Form.
2. Deliverables. As a result of its provision of the Professional Services, Reciprocity may provide Customer with reports, control maps, and other materials (“Deliverables”). Such Deliverables may be further described on an Order Form. The Service is not and can never be a Deliverable and for the avoidance of doubt nothing in these Professional Services Terms modify or alter Reciprocity’s rights under the “Reciprocity’s Rights in the Service” section in the Agreement.

3. Cooperation.

   1. Assistance. Customer will provide all assistance and cooperation to Reciprocity reasonably necessary to permit Reciprocity to perform the Professional Services, including but not limited to any tasks stated on an Order Form and assigning a project manager to (i) assist and coordinate with Reciprocity in connection with its performance of the Professional Services, (ii) designate a principal point of contact with Reciprocity, and (iii) perform the review of any Deliverables. Customer acknowledges and agrees that if it does not provide such assistance and cooperation, Reciprocity’s ability to provide the Professional Services may be impaired, which may result in additional charges being invoiced to Customer as a result of additional time or expenses incurred by Reciprocity. Reciprocity will not be responsible or liable for delays in the provision of Professional Services caused solely by Customer’s failure to comply with this Agreement (including any Order Form).
   2. Customer Data. Customer may provide Reciprocity Customer Data (as defined above) for the purposes of providing the Professional Services. Customer hereby grants Reciprocity a limited license to use all Customer Data for the purposes of providing the Professional Services.
4. Ownership. Customer will own all right, title and interest in and to the Deliverables.
5. Expenses. If Reciprocity will incur costs and expenses related to its performance of the Professional Services, such costs and expenses will be stated on the applicable Order Form. Reciprocity will invoice Customer for such costs and expenses as stated on the applicable Order Form, or, if no invoice schedule is specified, Reciprocity may invoice Customer as such costs and expenses are incurred, on a monthly basis in arrears, or as otherwise reasonably determined by Reciprocity. Reciprocity’s invoices for costs and expenses owed by Customer will be paid by Customer in accordance with the “Payment Obligations” section above. All expenses will be charged on a pass-through basis.
6. Knowledge of a General Nature. Notwithstanding anything to the contrary in this Agreement, Reciprocity will be free to use and employ, and does not assign, any skills, know-how, methods, concepts, or techniques of a general nature, whether or not acquired, gained or learned during the performance of the Professional Services performed under this Agreement, or from performing similar work for, or providing similar capabilities or products to others. “Skills, know-how, methods, concepts, or techniques of a general nature” will include, without limitation, information that could reasonably have been acquired in similar work performed for another.
7. Reciprocity Personnel. Reciprocity will be responsible for the professional quality, technical accuracy and timely completion of Professional Services furnished under each Order Form, including the manner and means in which such Professional Services are rendered. Reciprocity will determine, and be solely responsible for, all matters governing the terms and conditions of employment of Reciprocity employee(s), subcontractor(s), and any other person(s) hired, retained or employed by Reciprocity (collectively “Reciprocity Personnel“). Such matters include, but are not limited to, hours, wages, working conditions, discipline, hiring and discharging, and any other terms of employment or requirements of law. Reciprocity will have full and exclusive direction, supervision and control of the Reciprocity Personnel. Reciprocity has sole authority to discipline and discharge Reciprocity Personnel.