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Exhibit C - Professional Services Standard Terms and Conditions

  1. 1. PROFESSIONAL SERVICES.
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    • 1.1 Statement of Work. Subject to the terms and conditions of the Master Customer Agreement between Customer and CMX to which this Exhibit C is attached and incorporated therein (“Agreement”) and this Professional Services Schedule (including payment of the applicable Professional Services Fees), CMX shall provide the Professional Services in accordance with the terms and conditions set forth below. CMX shall determine the manner and means of performing the Professional Services and shall use commercially reasonable efforts to perform the Professional Services in accordance with the schedule set forth in the applicable Statement of Work. Notwithstanding the foregoing, Customer acknowledges and agrees that the schedule set forth in any Statement of Work is an estimate only and is subject to change as the Professional Services proceed.
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    • 1.2 Change Orders; Conflicts. In the event either party requires a material change to a Statement of Work, such party will provide a written change order to the other for approval, specifying the change required (each a “Change Order”). Each party agrees that a Change Order may necessitate a change in the delivery schedule and applicable Fees due under the applicable Statement of Work. No Change Order will be binding upon either party until it is signed by the authorized representatives of both parties. Each Statement of Work and Change Order will be governed by the terms of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and those of a Statement of Work or Change Order, the terms and conditions of this Agreement will control, unless specifically stated otherwise in the Statement of Work or Change Order.
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    • 1.3 Customer Assistance. Customer shall provide CMX with such resources, materials, information and assistance as CMX may reasonably request in connection with the performance of the Professional Services. Customer acknowledges and agrees that CMX’s ability to successfully perform the Professional Services in a timely manner is contingent upon its receipt from Customer of the information, resources and assistance requested. CMX shall have no liability for deficiencies in the Professional Services resulting from the acts or omissions of Customer, its agents or employees.
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  2. 2. FEES AND PAYMENT.
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  4. 2.1 Fees. In consideration of Professional Services provided by CMX hereunder, Customer shall pay CMX all Fees, costs and expenses due pursuant to Statements of Work entered into hereunder, as set forth in this Section 2. Unless expressly specified otherwise in a Statement of Work, all Professional Services shall be performed at CMX’s then-current time and materials rates and nothing in this Agreement shall be deemed to imply an agreement for the completion of Professional Services for a fixed price. CMX will earn and be paid by Customer for actual time worked and expenses incurred in connection with the performance of Professional Services. All Fees generated from Professional Services performed by CMX shall be considered earned as work is performed. All Fees due hereunder are non-refundable and are not contingent on any additional services or products to be provided.
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    • 2.2 Costs and Expenses. Customer shall reimburse CMX for reasonable travel, lodging and meal expenses, and such other costs and expenses as CMX may incur in connection with the performance of Professional Services. CMX will provide documentation related to expenses exceeding two hundred dollars ($200), upon written request therefor.
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    • 2.3 Payment Terms. Except as otherwise set forth herein or in a Statement of Work, CMX will invoice Customer on a periodic basis, no more frequently than monthly, for amounts due hereunder.
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  6. 3. OWNERSHIP; RIGHT TO USE.
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  8. 3.1 Ownership. CMX shall retain all right, title and interest in and to (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that CMX makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Professional Services, (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing, and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications and other proprietary rights related to each and any of the foregoing (collectively, the “CMX Property”); provided, however, CMX Property shall not include any Customer Data and Customer retains all right, title and interest in and to such Customer Data. All Non-Standard Modules are and shall be CMX Property unless otherwise expressly agreed to by the parties in the applicable Statement of Work.
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    • 3.2 Right to Use. Provided Customer has paid to CMX all amounts due and owing hereunder, CMX grants Customer a non-exclusive, non-transferable right to use the CMX Property (a) as part of the CMX Service and/or (b) that is otherwise incorporated into deliverables delivered pursuant to a Statement of Work (each, a “Deliverable”), solely for Customer’s own internal business purposes in connection with the use of the Deliverable.  
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  9. 4. TERM AND TERMINATION.
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  11. 4.1 Term. The term of any Statement of Work shall commence on effective date of such Statement of Work and shall continue as set forth in the Statement of Work unless terminated earlier as set forth herein or therein.
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    • 4.2 Termination. In addition to the termination rights set forth herein or in the applicable Statement of Work, either party may terminate any uncompleted Statement of Work (a) upon at least sixty (60) days’ prior written notice or (b) by written notice in the event the other party is in material breach of any obligation under such Statement of Work, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of notice of such default. The termination or expiration of a single Statement of Work shall not cause the automatic termination of any other Statement of Work.