EXHIBIT 10.39
ARIS CONTRACT NO. __________________
ARIS CORPORATION
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into as of ______________ (the "Effective Date"),
between ARIS Corporation, a Washington corporation ("ARIS"), and ______________,
a Washington corporation ("Customer").
A. ARIS is a company engaged in the business of providing computer
integration consulting and training services.
B. Customer desires that ARIS provide certain services to Customer, on
the terms and conditions set forth below.
The parties agree as follows:
1. SERVICES.
ARIS agrees to perform the services (the "Services") described on Work Order(s)
which are executed from time to time by authorized representatives of both
parties and which reference the this Agreement.
2. CHARGES; INVOICING AND PAYMENT.
As consideration for ARIS' Services, Customer agrees to pay ARIS the amounts set
forth on the Work Order, at the times and in the manner set forth on the Work
Order. In addition, Customer will pay, unless specifically specified on the
Work Order, (a) ARIS' actual out-of-pocket expenses incurred as a result of
ARIS' performance of Services, provided that all such expenses are substantiated
by appropriate written receipts; and (b) all taxes (except franchise or income
taxes) based on or measured by the charges set forth in this Agreement, or based
on any Services provided.
Invoices will be issued semi-monthly by ARIS. Payment is due within 30 days
after Customer's receipt of the invoice. A delayed payment charge of one and
one-half percent (1.5%) of the invoice amount will be paid by Customer for each
30-day period (or part thereof) of delay in payment beyond the payment due date.
3. TERM AND TERMINATION.
This Agreement will commence on the Effective Date specified above and, unless
earlier terminated as provided below, shall remain in effect until the last
Project Completion Date specified on any Work Order, unless otherwise modified
or extended by the agreement of the parties.
This Agreement and the obligations of the parties hereunder may terminate early
upon the occurrence of any of the following events: (i) completion of the
Services by ARIS; (ii) the institution of voluntary or involuntary proceedings
by or against any party in bankruptcy or under any insolvency law, or for
corporate reorganization, the appointment of a receiver or petition for the
dissolution of any party or an assignment by a party for the benefit of
creditors; or (iii) upon fourteen (14) days notice given by either party for any
reason or no reason. ARIS shall be paid any amounts owing for Services
performed and expenses incurred through the termination date. Customer shall
also reimburse ARIS for the costs of all non-cancelable committed Services and
materials on order (which shall become Customer's property) resulting from such
termination or suspension of Services.
4. RECORDS AND PROGRESS REPORTS.
ARIS shall keep full and accurate records of all of its labor hours and
reimbursable expenses incurred in connection with this Agreement. ARIS shall
provide access to such records upon Customer's reasonable request. ARIS will
make periodic progress reports to Customer at such times and in such form as is
mutually agreed in the applicable Work Order.
5. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY
During the term of this Agreement, as a result of ARIS' efforts under this
Agreement, ARIS may generate ideas, inventions, suggestions, copyrightable
materials or other information ("Intellectual Property") which fall into one of
two categories:
a. Intellectual Property specifically related to the subject matter of
ARIS' efforts under this Agreement, and directly related to, or
incorporated into, the work product to be produced by ARIS and delivered to
Customer under this Agreement. Title to Intellectual Property described in
this paragraph 5a, that is developed solely by ARIS, or jointly by ARIS and
Customer, shall remain in Customer at all times. ARIS agrees to disclose
and assign to Customer, in a form satisfactory to Customer, all such
Intellectual Property, whether made alone or in conjunction with others,
and to render such assistance as Customer may reasonably require to perfect
such assignments and to protect such Intellectual Property; and
b. Intellectual Property of general applicability, whether or not related
to, or incorporated into, the work product to be produced by ARIS and
delivered to Customer under this Agreement. Title to Intellectual Property
described in this paragraph 5b, including any Intellectual Property
developed by ARIS prior to or outside of this Agreement, shall remain in
ARIS. To the extent such Intellectual Property is incorporated into work
product to be produced by ARIS and delivered to Customer under this
Agreement, ARIS grants and Customer hereby accepts, a perpetual, worldwide,
royalty-free, non-exclusive license to use all such Intellectual Property
as incorporated into the ARIS work product.
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6. CONFIDENTIALITY OBLIGATIONS.
All information and material that may be disclosed by one party to the other in
the course of this Agreement is considered confidential and proprietary and will
not be used by the receiving party other than for the purposes under this
Agreement for which it was disclosed. The receiving party will protect such
information from disclosure to third parties and hold it as confidential using
the same degree of care as that party uses to protect its own confidential or
proprietary material of like importance, but at least reasonable care. This
obligation will continue for a period of five (5) years following receipt of the
material and will survive any termination of this Agreement, but it will not
cover any information which is disclosed to a third party by the disclosing
party without restrictions on disclosure, any information that has been or is
developed independently by the receiving party without violation of obligations
of confidentiality, any information that falls into the public domain without
fault of the receiving party, any information that is rightly obtained by the
receiving party from a third party without restriction, or any information that
is rightly in the possession of the receiving party at the time of disclosure by
the disclosing party.
7. STATUS OF ARIS AS INDEPENDENT CONTRACTOR.
ARIS shall devote such time and effort to the performance of the Services as may
be necessary to satisfactorily complete the work. ARIS may subcontract any
portion of the work to be performed without the prior written consent of the
Customer. ARIS shall be an independent contractor in the performance of this
Agreement and shall not be deemed an employee or agent of Customer for any
purpose whatsoever.
Neither party shall have power to act as an agent of the other or bind the other
in any respect.
ARIS' performance shall be in compliance with all applicable statutes or
regulations of any jurisdiction or governmental agency.
8. WORKPLACE.
If ARIS is requested by Customer to provide Services on Customer premises,
Customer agrees to provide ARIS personnel a safe workplace whose standards are
consistent with that of its own employees. Customer also agrees to provide
reasonable access to its key personnel necessary for ARIS to perform the
Services. ARIS personnel will observe all safety and other applicable rules in
effect at such workplace, provide that reasonable notice of the rules has been
supplied to ARIS and such personnel.
9. NON-SOLICITATION.
Customer shall not solicit employment from any of ARIS' employees whose work
relates to this Agreement, during the term of this Agreement and for a period of
six months after termination of this Agreement, without ARIS' prior written
consent.
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10. DISCLAIMER; LIMITATION OF LIABILITY.
Customer must report any deficiencies in the Services provided by ARIS hereunder
within thirty (30) days of the later of the completion of the Services or the
date that such deficiencies were reasonably discoverable by Customer, in no
event, however exceeding 180 days from the date of completion of such Services.
Customer's sole remedy for the breach of any warranty by ARIS under this
Agreement shall be the re-performance of the Services. If ARIS is unable to re-
perform the Services as warranted, Customer shall be entitled to recover the
fees paid to ARIS for the deficient Services.
THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE ARIS' EXCLUSIVE
WARRANTIES. ARIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTY OF NON-INFRINGEMENT WITH RESPECT TO INTELLECTUAL PROPERTY. ARIS WILL
NOT BE LIABLE IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR
INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY
EVENT, ARIS' MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO 1.5
TIMES THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.
11. MISCELLANEOUS.
This Agreement is governed by the laws of the State of Washington. Any legal
action must be filed within two (2) years after the cause for such action
arises. Venue for any action shall be the Superior Courts of King County,
Washington. The prevailing party to any action shall be entitled to its
reasonable costs and attorneys' fees from the other party.
Notices will be effective when received in writing at the following addresses:
ARIS CORPORATION: TYPE CUSTOMER NAME
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ Address Line
Seattle, WA 98188-2555 City, State ZIP
Attn: General Counsel Attn:
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: ( ) -
Customer or ARIS may not assign its rights under this Agreement without the
prior written consent of either party.
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Neither party shall issue any press release concerning this Agreement without
prior written consent of the other party, which shall not be unreasonably
withheld. However, either party may disclose the Agreement to the Government or
otherwise as required to comply with applicable laws or regulations. ARIS may
use Customer's name in its listings of customer names.
This Agreement constitutes the entire agreement of the parties, supersedes any
prior understandings relating to the subject matter hereof, and may be amended
or supplemented only in a written agreement signed by ARIS and Customer. All
preprinted clauses on any order form by Customer are deemed deleted.
CUSTOMER: ARIS CORPORATION
Signature __________________________ Signature __________________________
▇▇▇▇ Song, President
Name _____________________________
Title ______________________________
Date ______________________________ Date _______________________________
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WORK ORDER
ARIS CONTRACT NO.: __________________
WORK ORDER NO.: __________________
Description of services, estimated time and amounts for completion:
PROJECT DESCRIPTION:
-------------------
CONSULTING SERVICES
None
EDUCATION SERVICES
None
DBA SERVICES
None
PROPOSED SCOPE OF WORK:
----------------------
WORK SCHEDULE:
-------------
Work will commence immediately upon customer approval and will continue through
a period not to exceed four weeks from the end of the Estimated Completion Date.
ROLES AND RESPONSIBILITIES:
--------------------------
ARIS' roles and responsibilities shall include the following:
[to be completed by ARIS personnel]
Customer's roles and responsibilities shall include the following:
[to be completed by ARIS personnel]
ARIS and Customer shall jointly perform the following roles and
responsibilities:
[to be completed by ARIS personnel]
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KEY WORK DEPENDENCIES AND ASSUMPTIONS:
-------------------------------------
ARIS' ability to meet project expectations are dependent upon various events,
accomplishments and assumptions, including the following:
[to be completed by ARIS representative]
AMOUNTS, TIMES AND MANNER OF PAYMENTS:
-------------------------------------
As consideration for ARIS' services hereunder, Customer agrees to pay ARIS on a
time and material basis for services rendered at ARIS' current prevailing
standard rates.
CUSTOMER: ARIS CORPORATION
By__________________________ By__________________________
Name:_______________________ ▇▇▇▇ Song, President
Title:________________________
Date:________________________ Date:________________________
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