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CRM RFP Deliverables and Work Products

Service Provider agrees to provide the professional consulting services ("Services") identified in a Statement of Work (SOW). The term "Services" shall also include all services and work performed by Consultant under Change Orders to this Agreement. Each such Change Order shall be subject to the terms and conditions of this Agreement and shall be deemed incorporated in this Agreement by this reference.

In the event acceptance of Deliverables is not described in additional Contract documents, we shall have the obligation to notify CRM Vendor, in writing ten calendar days following the receipt or installation of any Deliverable described in the Contract if it is not acceptable. The notice shall specify in reasonable detail the reason(s) a deliverable is unacceptable. Acceptance shall not be unreasonably withheld; but may be conditioned or delayed as required for installation and/or testing of Deliverables. Final acceptance is expressly conditioned upon completion of all applicable inspection and testing procedures. Should the Deliverables fail to meet any specifications or acceptance criteria we may exercise any and all rights hereunder, including such rights provided by the Uniform Commercial Code.

Service Provider and consultant shall promptly correct all errors, defects and omissions in the CRM software and related Services without any additional costs.

We may, at any time by a written order, make changes with the general scope of the Services covered by a Statement of Work (a "Change Order"). If any such change causes an increase or decrease in the costs of or the time required for the performance of any part of the Services covered by a Statement of Work, a mutually satisfactory adjustment shall be made in the price, delivery schedule, or both, and the applicable Statement of Work shall be modified in writing accordingly.

We reserve the right to request exclusive title to and use of all copyrights, patents, trade secrets, or other intellectual property rights associated with any CRM software modifications, programmed software, procedures, work-flow methods, reports, manuals, visual aids, data, documentation, ideas, concepts, techniques, inventions, processes, or works of authorship developed, provided or created by Consultant or its employees or contractors during the course of performing work and producing a separable "Work Product" related to the CRM software and at the full expense of our organization. All such CRM software related Work Product made in the course of the Services rendered hereunder shall, to the extent possible, be deemed "works made for hire" within the meaning of the Copyright Act of 1976, as amended (the "Act").

Notwithstanding any other provision in this Agreement, CRM Consultant shall have the right to retain, use and disclose any Residual Knowledge. "Residual Knowledge" shall mean and include only non-recorded information of the type that applicable law would permit an employee of the CRM Consultant to retain and use in subsequent employment with a third party. This exception to the obligations of confidentiality and non-use shall be narrowly construed, is intended only to alleviate the possibility of inadvertent breach of this Agreement arising from routine, unaided memory retention by employees of the CRM Consultant and is not intended to permit the CRM Consultant to use or disclose information known to the CRM Consultant to be Work Product or Confidential Information subject to this Agreement.


Exercise caution with the Work Product Title provision. We included this section as it has been requested multiple times. However, in reality, you may not want this section for a few reasons. First, a few of the SaaS CRM solution providers will not agree to it. Second, by not taking title, the SaaS CRM software company may include any customization performed on your behalf into their commercially available product, thereby, continuing to enhance and support the new functionality indefinitely.