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SECTION C— PROFESSIONAL SERVICES <br />1-A. The parties acknowledge that, as of the Effective Date, this Agreement does not include <br />professional services. If professional services are sought in the future, they will be subject to the <br />terms and conditions of this Section C as well as the remainder of this Agreement: <br />1. Services. We will provide you the various implementation -related services itemized in the <br />Investment Summary and the applicable Statement of Work, if any. <br />2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set <br />forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and <br />Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith <br />estimates of the amount of time and materials required for your implementation. We will bill you <br />the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the <br />total values set forth in the Investment Summary will be resolved by multiplying the applicable <br />hourly rate by the quoted hours. <br />3. Additional Services. The Investment Summary contains the scope of services and related costs <br />(including programming and/or interface estimates) required forthe project based on our <br />understanding of the specifications you supplied. If additional work is required, or if you use or <br />request additional services, we will provide you with an addendum or change order, as applicable, <br />outlining the costs for the additional work. The price quotes in the addendum or change order will <br />be valid for thirty (30) days from the date of the quote. <br />4. Cancellation. If you cancel services less than three (3) weeks in advance (other than for Force <br />Majeure or breach by us), you will be liable for all (a) daily fees associated with cancelled <br />professional services if we are unable to reassign our personnel and (b) any non-refundable travel <br />expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign <br />personnel in the event you cancel within three (3) weeks of scheduled commitments. <br />5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent <br />with industry standards. In the event we provide services that do not conform to this warranty, we <br />will re -perform such services at no additional cost to you. <br />6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to <br />your personnel, facilities, and equipment as may be reasonably necessary for us to provide <br />implementation services, subject to any reasonable security protocols or other written policies <br />provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You <br />further agree to provide a reasonably suitable environment, location, and space for the installation <br />of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical <br />circuits, cables, and other reasonably necessary items required forthe installation and operation of <br />the Tyler Software and any Third Party Products. <br />7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative <br />process requiring the time and resources of your personnel. You agree to use all reasonable efforts <br />to cooperate with and assist us as may be reasonably required to meet the agreed upon project <br />deadlines and other milestones for implementation. This cooperation includes at least working with <br />us to schedule the implementation -related services outlined in this Agreement. We will not be liable <br />tyler <br />