Professional Services Terms

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 (each, a "Deliverable"), milestones, and timelines. For purposes of these terms and the MSA (including MSA §§1.2, 5.2, 7, and 12.18), "Professional Services" means all services described in an Order Form or SOW that references these terms — including audit, assessment, advisory, engineering, workflow design and development, implementation, pilot, and related services — in addition to configuration, integration, and onboarding services. Unless the applicable Order Form expressly states that a specific date is guaranteed, all schedules, milestones, timelines, and effort estimates for the Professional Services are good-faith estimates only and are not warranties or guarantees, and time is not of the essence; this sentence does not modify the notice, acceptance, cure, or refund periods stated in this Agreement or an Order Form. Notwithstanding anything in these terms or an Order Form, services provided free of charge (including any audit or assessment provided at no cost) constitute Free Services under the MSA, are governed by MSA §5.4 and §7.4, and are not Professional Services for purposes of MSA §5.2(b) or Section 11 of these terms. Free Services remain subject to MSA §4 (Confidentiality), and Section 13 (Personal Data) applies to personal data processed in connection with them; MSA §5.4 and §7.4 limit warranties and liability for the quality and performance of Free Services, but do not limit either party's confidentiality or personal-data obligations.

2. Deliverables & Intellectual Property

Consistent with MSA §3: Customer owns and retains all Intellectual Property Rights in its Customer Data, Customer Ontology, and Output; De-Identified Data and Mulholland Models are governed by MSA §3.3. 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 — in each case excluding Customer Data, Customer Ontology, Output, and Customer Confidential Information (including the values, parameters, and business inputs Customer supplies) — 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. The procuring party is responsible for obtaining all rights, licenses, consents, and authorizations necessary for the incorporation and use of those materials — including, for Mulholland-procured materials, the rights necessary for Customer to use the Deliverables under this Agreement, and, for Customer-procured materials (including data sources Customer directs Mulholland to access or process), the rights necessary for Mulholland to access, process, and incorporate them. Customer-procured Third-Party Materials, and any data sources Customer directs Mulholland to access or process in performing the Professional Services, are deemed Customer Data for purposes of MSA §2.1 (Customer Responsibilities), §5.3 (Customer Warranties), and §6.2 (Indemnification by Customer) — including where Mulholland accesses or retrieves them at Customer's direction — but not for purposes of MSA §3.1 (Ownership by Customer); they are Source Data for purposes of MSA §3.3, subject to MSA §3.3(d)(x). Section 13 (Personal Data) governs the application of the Data Processing Addendum to personal data within such materials and data sources.

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 confirmed material non-conformance. Delivery of a Deliverable occurs, performance of Professional Services under an Order Form concludes, and a Pilot is complete when Mulholland gives Customer written notice (email to Customer's billing or notice contact is sufficient) that the Deliverable, the Professional Services, or the Pilot, as applicable, is complete. The acceptance period in this Section, the forty-five (45) day claim window in MSA §5.2, and any refund or credit window stated in an Order Form each run from the date of that notice.

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

Mulholland warrants that the Professional Services will be performed in a professional and workmanlike manner consistent with industry standards, as stated in MSA §5.2(b). That warranty, its forty-five (45) day claim-notice window, the exclusive remedies in Section 11 below, and the limitations of liability in MSA §7 apply to all Professional Services and Deliverables under any Order Form or SOW, whether or not that Order Form includes a subscription to the Platform. Nothing in these Professional Services Terms limits either party's liability for the matters described in MSA §7.3 (Uncapped Matters).

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 will provide its own equipment and tools to perform the Professional Services and, as an independent contractor (MSA §11.5), retains discretion over the manner and means by which the Professional Services are performed. Mulholland is not responsible for delays or deficiencies caused by Customer's failure to meet its obligations under this Section. Affected schedules and delivery dates extend automatically day-for-day for the duration of any such delay; equitable adjustments to fees or costs are made by change order. If a Customer dependency remains unmet ten (10) business days after written notice identifying it, Mulholland may suspend the affected Professional Services until the dependency is met and invoice for work performed and non-cancelable costs committed through the suspension date. The cure and re-performance periods in MSA §5.2 and Section 11 toll during any Customer-caused delay.

Data, content, and materials that Customer provides to Mulholland in connection with the Professional Services — whether or not submitted to the Platform — are deemed Customer Data under the MSA. Customer is responsible for their accuracy, quality, completeness, and legality; Mulholland may rely on them without independent verification, and Mulholland is not responsible for any deficiency in the Professional Services or Deliverables to the extent caused by inaccurate or incomplete materials provided by Customer.

9. Pilot & Refund

Where an Order Form designates a refundable Pilot fee, Customer may, by written notice to Mulholland (email sufficient) within the period stated in the Order Form (or, if no period is stated, within fourteen (14) days) after pilot completion, elect not to proceed and receive a refund of that Pilot fee. If Customer does not make that written election within the period, or orders follow-on services, the Pilot fee is earned. Where an Order Form states that a Pilot fee is creditable toward subsequent Professional Services, the credit: (a) may be applied once, against fees under a subsequent Order Form for those services; (b) expires if that Order Form is not executed within ninety (90) days after pilot completion (or such other period as the Order Form states); (c) is not transferable or redeemable for cash; and (d) once applied, is deemed earned. A Pilot fee may be refunded or credited, but not both. This refund is Customer's sole and exclusive remedy for any claim arising from the performance or quality of the Pilot; Professional Services performed beyond the Pilot and any third-party costs are non-refundable except as provided in Section 11. For clarity, this Section 9 — and not Section 11 — provides Customer's exclusive remedies with respect to the Pilot, and the election period in this Section applies in place of the forty-five (45) day window in MSA §5.2 with respect to the Pilot. If Mulholland has not given the pilot-completion notice within ninety (90) days after the Pilot's start date stated in the Order Form (or, if none is stated, the Order Form's Effective Date), Customer may terminate the Pilot by written notice and receive a full refund of the Pilot fee.

10. Personnel Hiring; Placement Fee

Nothing in this Agreement restricts any individual's right to seek or accept employment or engagement with either party, and either party may employ or engage individuals assigned by the other party to the Professional Services. If, during the engagement or within twelve (12) months after it ends, Customer employs or engages (directly, or through a staffing agency or independent-contractor arrangement) an individual Mulholland assigned to the Professional Services, Customer will pay Mulholland a placement fee equal to twenty-five percent (25%) of the individual's first-year total annualized compensation, due within thirty (30) days of the individual's start date, as compensation for Mulholland's recruiting, training, and replacement costs. The parties agree this fee is a reasonable estimate of those costs and not a penalty, and is a payment obligation for purposes of MSA §7.3(c). If any portion of this Section is held unenforceable, it will be enforced to the maximum extent permitted and the remainder of these terms is unaffected.

11. Exclusive Remedy for Professional Services

If Mulholland breaches the Professional Services warranty stated in Section 6 and MSA §5.2(b), Customer must provide written notice — with detail sufficient for Mulholland to understand or replicate the issue — within the forty-five (45) day period stated in MSA §5.2. Mulholland will re-perform the affected Professional Services within forty-five (45) days of receiving such notice. If Mulholland cannot resolve the issue through re-performance, Customer may terminate the affected Order Form and receive a refund of the fees paid for the nonconforming Professional Services (or, where the Order Form allocates fees among Deliverables, the fees paid for the nonconforming Deliverable), and Customer is relieved of any unpaid fees for those nonconforming Professional Services. This Section states the warranty remedies "set forth in the SOW" referred to in MSA §5.2 and, together with MSA §5.2, describes Customer's exclusive remedies for breach of the Professional Services warranty; in the event of any conflict between this Section and MSA §5.2, this Section controls with respect to Professional Services. Re-performance and this termination-and-refund right are Customer's sole and exclusive remedies for breach of the Professional Services warranty and for any other claim arising out of the performance, non-performance, or quality of the Professional Services or any Deliverable, except for the matters described in MSA §7.3. A breach subject to this Section does not, by itself, constitute a material breach giving rise to termination or refund rights under MSA §10.3 or §10.4; if Customer nonetheless terminates under MSA §10.3 based on such a claim, any refund under MSA §10.4 is measured, as to Professional Services, by this Section.

12. Deliverables Non-Infringement

Mulholland warrants that the Deliverables (excluding Customer Data, Output, and Customer-procured Third-Party Materials) do not and will not infringe or misappropriate any third party's copyright, trademark, trade secret, or right of publicity. A third-party claim alleging a Deliverable breaches this warranty is deemed an "IP Claim" under MSA §6.1 and is subject to the procedures, exclusions, and exclusive remedies of MSA §6.

13. Personal Data

If Mulholland processes any Personal Data in performing the Professional Services, the Data Processing Addendum incorporated into the MSA (Exhibit B) applies to that processing and, for that purpose, references in the DPA to the "Platform" will be interpreted to include the Professional Services, and "Customer Data" will be interpreted to include data, content, and materials Customer provides in connection with the Professional Services. If Mulholland creates, receives, maintains, or transmits Protected Health Information in performing the Professional Services, the Business Associate Agreement between the parties governs as to that information.

14. Injunctive Relief

Notwithstanding MSA §11.2 (Dispute Resolution), the actual or threatened breach of the confidentiality obligations in MSA §4, or the actual or threatened violation of a party's Intellectual Property Rights — including any use of Deliverables, Mulholland Materials, or the Technology beyond the license granted — may cause irreparable harm for which monetary damages cannot adequately compensate, and the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction, without the need to post a bond and without limiting its other rights or remedies.

15. Residual Knowledge

Nothing in this Agreement restricts Mulholland from using the general knowledge, skills, experience, ideas, concepts, know-how, and techniques retained in the unaided memory of its personnel who performed the Professional Services, provided Mulholland does not disclose Customer's Confidential Information and does not use Customer Data or Customer's Confidential Information except as permitted under this Agreement. Use of residual knowledge in accordance with this Section does not breach MSA §4 and does not constitute infringement or misappropriation of Customer's Intellectual Property Rights.

16. Relationship to MSA; Order of Precedence; Survival

These Professional Services Terms are incorporated by reference into, and form part of, each Order Form or SOW that references them, and constitute terms "set forth in the SOW" for purposes of MSA §5.2. For purposes of MSA §11.1 (Order of Precedence), these terms take the same rank as the applicable Order Form or SOW; in the event of conflict, the express terms of the Order Form control over these terms, and these terms control over the MSA solely with respect to Professional Services, except that nothing in these terms limits Mulholland's rights or obligations under MSA §3.3, or the remedies the MSA provides for breach of those obligations. Sections 2, 3, 6, 9, 10, 11, 12, 14, and 15 — together with MSA §5.2 as it applies to Professional Services — survive the expiration or termination of the applicable Order Form and of the Agreement, along with any other provision that by its nature should survive.