DAYS AFTER THE DATE THAT SUCH UPDATE IS RELEASED BY
LICENSOR.
ALONG WITH SUCH UPDATES, LICENSOR SHALL PROVIDE LICENSEE WITH
DOCUMENTATION DESCRIBING THE PURPOSE, FUNCTION AND UTILITY OF SUCH UPDATE.
UPON
DELIVERY TO LICENSEE, ALL UPDATES WILL BE DEEMED PART OF THE BINARY SOFTWARE
LICENSED TO LICENSEE HEREUNDER.
IMPLEMENTATION OF UPDATES SHALL BE DEEMED TO BE
CONSULTING SERVICES PROVIDED BY LICENSOR TO LICENSEE PURSUANT TO SECTION 1.5.
1.4.2.
PROVISION OF SUPPORT: LICENSOR SHALL PROVIDE LICENSEE WITH THE
SUPPORT SERVICES FOR THE BINARY SOFTWARE AS SPECIFIED IN "ATTACHMENT C - SUPPORT
SERVICES", WHERE LICENSOR SHALL PROVIDE UP TO ONE HUNDRED AND FIFTY HOURS (150)
OF SUCH SUPPORT IN ANY CONTRACT YEAR IN PARTIAL CONSIDERATION OF LICENSEE'S
PAYMENT OF THE SUBSCRIPTION MAINTENANCE FEE.
ADDITIONAL BLOCKS OF TIME FOR
SUPPORT SERVICES ARE AVAILABLE FOR PURCHASE IN INCREMENTS OF FIFTY (50) HOURS,
AS FURTHER SPECIFIED IN "ATTACHMENT B - FEES".
FOR AVOIDANCE OF DOUBT, ANY SUCH
SUPPORT SERVICES SHALL BE PROVIDED FOR THE BINARY SOFTWARE (INCLUDING UPDATES,
IF ANY) BUT SPECIFICALLY EXCLUDE SUPPORT FOR ENHANCEMENTS OR CUSTOM SOFTWARE
UNLESS SUCH SUPPORT IS EXPRESSLY STIPULATED IN THE APPLICABLE SOW.
1.4.3.
CUSTOMER COOPERATION: LICENSEE SHALL COOPERATE WITH LICENSOR BY
GRANTING REASONABLE ACCESS TO THE BINARY SOFTWARE IN LICENSEE'S POSSESSION AND
TO LICENSEE'S RELEVANT SYSTEMS (INCLUDING WITHOUT LIMITATION THE HOSTED EMAIL
SERVICE) AS WELL AS PROVIDING DATA AND INFORMATION REASONABLY REQUIRED BY
LICENSOR TO PROVIDE.
LICENSEE ACKNOWLEDGES THAT LICENSOR'S PERFORMANCE OF THE
SUPPORT SERVICES IS DEPENDENT IN PART ON LICENSEE'S ACTIONS AND THAT ANY DATES
OR TIME PERIODS RELEVANT TO
8
THE PERFORMANCE OF THE SUPPORT SERVICES BY LICENSOR SHALL BE APPROPRIATELY
EXTENDED TO ACCOUNT FOR ANY DELAYS DUE TO LICENSEE'S FAILURE TO PERFORM ANY OF
ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT.
1.5.
CONSULTING SERVICES
1.5.1.
THE CONSULTING FEE(S) PAYABLE BY LICENSEE FOR ANY CONSULTING
SERVICES DESCRIBED IN THIS SECTION 1.5 SHALL BE PAID FOR BY LICENSEE AT THE
RATES SPECIFIED IN "ATTACHMENT B - FEES".
ALL SUCH CONSULTING SERVICES SHALL BE
DEFINED IN A WRITTEN STATEMENT OF WORK (AN "SOW") PREPARED BY MUTUAL AGREEMENT
OF THE PARTIES.
EACH SOW SHALL BE DEEMED A PART OF THIS AGREEMENT UPON
EXECUTION BY BOTH PARTIES, PROVIDED THAT IN THE EVENT OF ANY CONFLICT BETWEEN
THIS AGREEMENT AND AN SOW, THIS AGREEMENT SHALL GOVERN UNLESS OTHERWISE
EXPRESSLY PROVIDED FOR IN THE APPLICABLE SOW.
ANY SOW MAY BE TERMINATED (I) BY
LICENSEE FOR CONVENIENCE ON THIRTY (30) DAYS' NOTICE WITH PAYMENT OF ALL AMOUNTS
ACCRUED FOR WORK IN PROGRESS THEN DUE, AND (II) BY EITHER PARTY AS PROVIDED FOR
IN SUBSECTION 1.9.2, MUTATIS MUTANDIS, UNLESS OTHERWISE EXPRESSLY STIPULATED IN
THE APPLICABLE SOW.
1.5.2.
INITIAL IMPLEMENTATION SCOPE:
LICENSEE ACKNOWLEDGES THAT, BASED ON
THE DISCUSSIONS BETWEEN THE PARTIES PRIOR TO THE EFFECTIVE DATE AND THE
REQUIREMENTS AND EXPECTATIONS ESTABLISHED THEREFROM, LICENSOR HAS ESTIMATED THAT
THE INITIAL IMPLEMENTATION OF THE NIM PLATFORM AND WEBMAIL AJAX BETA 3
APPLICATION AS SET OUT IN SUBSECTION 1.3.1(II) SHOULD BE COMPLETED BY LICENSOR
WITHIN APPROXIMATELY SIX WEEKS FROM COMMENCEMENT OF SAME IN ACCORDANCE WITH THE
IMPLEMENTATION PLAN.