Common use of Engagement and Statements of Work Clause in Contracts

Engagement and Statements of Work. 1.1. Progress engages Supplier to perform services such as customer experience measurement and brand management strategy consulting services, which may include the provision of certain deliverables (collectively, the “Services”) and which are further described in Progress Purchase Order (“PO”) and/or Statement of Work (“SOW”), generally in the form attached hereto as Schedule A, to be executed during the Term of this Agreement by an authorized representative from each party. 1.2. Each PO and/or SOW issued pursuant to this Agreement shall be deemed incorporated into and governed by the terms of this MSA, and the Supplier’s provision of Services shall be governed by this MSA. Where the terms of a PO and/or SOW conflict with the terms of this MSA, the terms of the MSA shall prevail, except to the extent that the PO and/or SOW expressly states that the MSA is to be overridden or modified. No Progress financial obligation will arise without issuance of a PO and/or SOW. 1.3. Progress may at any time, in writing, make reasonable changes in the work described in a PO and/or SOW. If any changes cause an increase or decrease in the cost of, or the time required for the performance of, any work under a PO and/or SOW, an equitable adjustment shall be made in Supplier’s fee or delivery schedule, or both. Any Supplier claim for an adjustment must be asserted within ten (10) days of Supplier’s receipt of the change notification, and must be approved in a written amendment (“Change Order”). Estimates of cost, time, and/or other items that may be included within a PO and/or SOW shall not be exceeded unless authorized in advance and in writing by Progress. The terms and conditions of this Agreement shall prevail over any additional or conflicting terms or conditions of Supplier contained in any "shrink-wrap" or "click-through" agreements, used in connection with any of Supplier’s applications or otherwise made available to Progress in connection with the applications, and Progress and its employees and agents shall not be bound by any such terms and conditions. 1.4. Any Progress “Affiliate” may issue a PO and/or SOW under this MSA. An “Affiliate” with respect to either party shall mean any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. The term “Progress” as used in this Agreement shall be deemed to include an Affiliate as applicable. For the purposes of any PO and/or SOW issued by a Progress Affiliate hereunder, shall be deemed to include only the Progress Affiliate issuing such PO and/or SOW. The parties expressly agree that PROGRESS SHALL HAVE NO LIABILITY NOR SHALL PROGRESS INCUR ANY OBLIGATION OR BE RESPONSIBLE FOR THE FAILURE OF ANY PROGRESS AFFILIATE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY PO AND/OR SOW PLACED HEREUNDER.

Engagement and Statements of Work. 1.1. Progress 1.1 Company engages Supplier to perform services such as customer experience measurement and brand management strategy consulting services[INSERT GENERAL DESCRIPTION SUCH AS “ENGINEERING SERVICES”, “SOFTWARE DEVELOPMENT AND CONSULTING SERVICES”, ETC.], which may include the provision of certain deliverables (collectively, the “Services”) and which are further described in Progress Company Purchase Order (“PO”) and/or Statement of Work (“SOW”), generally in the form attached hereto as Schedule A, to be ) documents executed during the Term of this Agreement by an authorized representative from each party. 1.21.2 Each SOW shall contain: (i) a detailed description of the Services to be performed, (ii) the amount, schedule and method of compensation to be paid to Supplier by Company; and (iii) the term of the SOW, if different from the term of this MSA. Each PO and/or SOW issued pursuant to this Agreement shall be deemed incorporated into and governed by the terms of this MSA, and the Supplier’s provision of Services shall be governed by this MSAMSA as supplemented by the terms of the applicable PO and/or SOW. Where the terms of a PO and/or or SOW conflict with the terms of this the MSA, which existed prior to such PO or SOW, the terms of the pre-existing MSA shall prevail, except to the extent that the PO and/or or SOW expressly states that the MSA is to be overridden or modified. No Progress Company financial obligation will arise without issuance of a PO and/or SOWPO. 1.31.3 Changes to a PO or SOW. Progress Company may at any time, in writing, make reasonable changes in the work described in a PO and/or or SOW. If any changes cause an increase or decrease in the cost of, or the time required for the performance of, any work under a PO and/or or SOW, an equitable adjustment shall be made in Supplier’s fee or delivery schedule, or both. Any Supplier claim for an adjustment must be asserted within ten (10) days of Supplier’s receipt of the change notification, and must be approved in a written amendment (“Change Order”). Estimates of cost, time, and/or other items that may be included within a PO and/or SOW shall not be exceeded unless authorized in advance and in writing by Progress. The terms and conditions of this Agreement shall prevail over any additional or conflicting terms or conditions of Supplier contained in any "shrink-wrap" or "click-through" agreements, used in connection with any of Supplier’s applications or otherwise made available to Progress in connection with the applications, and Progress and its employees and agents shall not be bound by any such terms and conditions. 1.4. Any Progress “Affiliate” may issue a PO and/or SOW under this MSA. An “Affiliate” with respect to either party shall mean any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. The term “Progress” as used in this Agreement shall be deemed to include an Affiliate as applicable. For the purposes of any PO and/or SOW issued by a Progress Affiliate hereunder, shall be deemed to include only the Progress Affiliate issuing such PO and/or SOW. The parties expressly agree that PROGRESS SHALL HAVE NO LIABILITY NOR SHALL PROGRESS INCUR ANY OBLIGATION OR BE RESPONSIBLE FOR THE FAILURE OF ANY PROGRESS AFFILIATE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY PO AND/OR SOW PLACED HEREUNDER.