1. Scope
Mulholland will perform the Professional Services described in the applicable Order Form (which serves as the Statement of Work for those services) or in a separately executed Statement of Work. Either may set out deliverables, milestones, and timelines (each, a "Deliverable").
2. Deliverables & Intellectual Property
Consistent with MSA §3: Customer owns and retains all Intellectual Property Rights in its Customer Data and Output. Mulholland owns and retains all Intellectual Property Rights in the Technology, the Platform, Mulholland Materials, and the methods, models, know-how, and operational frameworks used or developed in performing the Professional Services — including the operational ontology engine — and grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to use any resulting Deliverables solely as part of, and for the purpose of using, the Technology. For clarity, Customer does not acquire ownership of the Platform or the underlying ontology engine.
3. Third-Party Materials
No Third-Party Materials are incorporated into Deliverables unless the applicable Order Form states otherwise. Where Third-Party Materials are incorporated, the Order Form will state which party procures them, and such materials are provided subject to their own third-party terms.
4. Acceptance
Deliverables are deemed accepted on delivery unless, within ten (10) business days, Customer gives Mulholland written notice describing a material non-conformance with the agreed scope. Mulholland will use commercially reasonable efforts to correct a conforming deficiency it confirms.
5. Changes
Any change to the scope, fees, or timeline of the Professional Services is made by a written change order, or by an updated Order Form, signed by both parties.
6. Warranty & Liability
The Professional Services warranty in MSA §5.2 (performance in a professional and workmanlike manner; the 45-day claim window) and the limitations of liability in MSA §7 apply to the Professional Services and any Deliverables.
7. Fees & Payment
Fees, invoicing cadence, and payment terms for the Professional Services are as set forth in the applicable Order Form and the MSA.
8. Customer Cooperation & Dependencies
Customer will provide timely access to the systems, data, personnel, and decisions Mulholland reasonably needs to perform the Professional Services. Mulholland is not responsible for delays or deficiencies caused by Customer's failure to do so, and affected timelines and fees adjust by change order.
9. Pilot & Refund
Where an Order Form designates a refundable Pilot fee, Customer may, within the period stated in the Order Form after pilot completion, elect not to proceed and receive a refund of that Pilot fee. This refund is Customer's sole and exclusive remedy with respect to the Pilot; Professional Services performed beyond the Pilot and any third-party costs are non-refundable.
10. Non-Solicitation
During the engagement and for twelve (12) months after it ends, neither party will solicit for employment any individual the other party assigned to the Professional Services, except through general job postings not specifically targeted at such individuals.
These terms restate the MSA's positions and add standard professional-services defaults (Third-Party Materials excluded unless stated; 10-business-day acceptance; written change orders). Nothing here grants the customer rights beyond the MSA.