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Professional Service Agreement
This Agreement (the “Agreernent’) dated as of this day of September 2018 (ine “Effective Date’) is made
and entered into by and between Intenware Development Company, inc,™ (hereinafter referred to ag “IDC") a
corporation with an address at 199 Route 101; Building 7A; POB 6240 Amherst, NH 03031. and The City of
Nashua located at 229 Main Street, Nashua, NH 03060 (hereinafter referred to as “Client’).
The maximum number of users under this contract shall be 10. Additional user ficanses may be purchased at any.
time at the then prevailing License fee plus a pro-rated amount for annual user license support. [DC hereby grants
to Client the rights to use of the CLERK WORKS® software as defined, on either a single computer or in the case
of a Network insiallation, on@ single server.
SCOPE OF SERVICE
IDC will provide professional services ordered by the Client under the terms and condilians of this Agreement and
as more fully described in the Professional Services Proposal (the “Proposal’) attached hereto as Appendix A,
and made a part hereof. Scheduled service dates will be agreed-upon mutually, subject to the availability of
appropriate IDC personnel. Client shall be responsible for providing, if required, at no cost to (DC, facilities such
as office work space and computer access necessary for IDC personnel to perforrn their tasks.
CHANGE ORDERS
In addition IDC will provide the services described on any charige orders, in the form set forth in appendix C
(‘Change Orders’), prepared by IDC and approved by Client from time to time, Each Change Order will be subject
to the terms and conditions of this Agreement and will identify the project name, description of work, estirnated
duration and estimated cosi to cornplete the task. Client, upon iis acceptance, shall execute the Change. Order
and return one copy to IDC.
ACCEPTANCE
Upon completion of the installation of CLERKWORKS®@ the Client will be presented with an Acceptance Form for
their signature prior to the installation technician departure from the Client's site. Deficiencies may be documenied
at this time or at any later time and will be corrected within a reasonable time not exceeding thirty (30) days ina
subsequent release.
PERSONNEL
Persorinal assigned to perform work under this Agreement shall not in-any sense be considered employees of
Client nor act in any sense as agents or representatives of Client. Personnel assigned to perform work under this
Agreement shall be paid exclusively by IDC for all services performed and IDC shall be responsible for and comply
with all requirernents and obligations relating to such persorinel under local, state, and federal law. Client has no
responsibility for withholding any porlidn.of salary or wages due IDC personnel to comply with any aforementioned
laws,
