Novacoast Terms and Conditions

Novacoast makes the following assumptions in regard to this business agreement with Customer.

The Customer is responsible for:

• 1. Furnishing Novacoast engineers with information and data on Customer operations, activities, and existing systems, as reasonably required to achieve the project objectives.
• 2. Providing Novacoast staff with the necessary security access to systems and facilities during the performance of services.
• 3. Providing and being solely responsible for the backup of all computer systems.
• 4. Providing adequate workspace and power sources at each facility where services will be performed.
• 5. Providing suitable server platforms with properly installed and patched network operating system (NOS) software, and obtaining any other commercial software licenses necessary for Novacoast to complete the services described in this SOW.
• 6. Providing and being solely responsible for contract of any necessary telecommunications facilities (data communications circuit, analog phone lines, wiring, etc.), and for the costs associated with such facilities.
• 7. Ensuring the availability and responsiveness of key personnel needed to support the implementation of the project.

Novacoast further requires understanding and agreement on the following:

• 1. The intent of this Statement of Work is to address as many foreseeable integration issues as possible.
• 2. This Statement of Work and the prices quoted herein are valid for 30 days.
• 3. Customer will pay all third party transaction costs associated with this statement of work.
• 4. All services are performed remotely. If on-site services are desired/required, then travel will be billed as actuals.
• 5. It is agreed and understood that in the event there is any breach of this agreement, Novacoast shall be liable only to repair or replace the products and services provided hereunder.
• 6. Novacoast retains on an exclusive basis all right, title and interest in and to any intellectual property developed.
• 7. Novacoast disclaims all express and implied warranties.
• 8. A party's liability for any claim arising under or related to this SOW shall be limited to direct damages.
• 9. If any legal action is necessary to enforce the terms of this SOW, the prevailing party shall be entitled to attorney’s fees.
• 10. This SOW completely and exclusively states the agreement of the parties regarding its subject matter.
• 11. Without the prior written consent of Novacoast, neither Customer nor any of its affiliates will solicit for employment or employ any employee of Novacoast for a period of one (1) year following termination.
• 12. Any professional services requested by Customer that are not part of this Statement of Work are considered out-of-scope work.
• 13. Unless otherwise agreed to, this Agreement shall be deemed to have been made in and construed by the laws of the State of California.
• 14. Customer will have a ten (10) day period (“Evaluation Period”) to verify that Deliverables are in substantial conformance.
• 15. Customer and Novacoast understand and acknowledge that all ad hoc engineering and development services are performed on a time and materials basis.
• 16. Customer must understand that an incident is defined as assistance with one issue, problem, or question.
• 17. Customer must understand that Managed Services includes patches only: upgrades are out of scope.
• 18. Customer Help Desk runs front-line and follow-up support for end user issues, known as level 1 support.
• 19. Managed services will be performed out of a designated Novacoast SOC.