32-Hour Support

Services:
ODD shall perform ERP design contract services for the hours purchased for a defined role (Support/Functional/Development/Architecture). ODD will provide updates and attempt to turn over all work elements at the end of each request.

Unfinished Work:
The customer is purchasing some hours for a given type. If ODD is aware that the request will exceed the number of hours, the customer must provide additional hours of the same type, receive an unfinished work task, or accept that ODD cannot use the current balance of hours required.

Reporting:
ODD shall provide statements when a work task is completed and notify the customer when the hours are consumed.

Meetings and Communication:
ODD will designate a single Lead Consultant for each meeting. Meeting Hours contribute to the total work effort and are deducted. ODD recommends that the customer come prepared and limit meetings to 15 minutes, but if the meeting is longer, the customer agrees to the total meeting effort.
If the customer contacts ODD, hours used reading, consuming, and planning the work effort can also consume these hours.

Work Effort-Lead Consultant
For any task larger than 2 hours, ODD will provide a work estimate for any requested work effort. ODD will not consume these hours until agreed upon.
If the customer requires more than one Lead Consultant for a meeting, the customer will be billed for each Lead Consultant's meeting time at the customer's request.
The Lead Consultant may invite additional ODD staff for training or support at no additional hours to the customer.
For work performed outside of meetings, the customer will be billed for any additional Lead Consultants assigned to the project, as specified in the Statement of Work (Exhibit A).

Ownership and Licenses:
Customer Materials. Customer shall own all materials, deliverables, and work products resulting from the Services except notified "public" or "proprietary" materials.

ODD Materials:
ODD shall retain ownership of pre-existing materials and methodologies.

Access to Systems: The customer shall provide ODD with licensed access to software/systems for the duration of the contract at their cost. The customer agrees to provide the correct number of licenses for the agreed-upon ODD's staff as required by the Services' systems.

Term and Termination:
Term. This Agreement shall remain in effect until the Hours are completed unless earlier terminated.
Termination. Either party may terminate for material breach after 30 days' notice/cure period.
Effect of Termination. Upon termination, the customer shall pay for Services rendered and expenses incurred.
Uncredited hours will be returned by check at the lowest purchase rate to the address above within 30 days after the 30-day notice/cure period.

Based on the findings, the customer may engage in future services. Future contracts cover these future services. At the time of future contract execution, this contract shall be considered completed and terminated.

Confidentiality.
The parties shall maintain confidential information received in strict confidence.
Limitation of Liability.
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.
Dispute Resolution.
The parties shall first mediate and may then proceed to binding arbitration.
Miscellaneous.
This Agreement contains the full understanding and shall be governed by Wisconsin law.