Professional Services Agreement

THE TERMS AND CONDITIONS SET OUT HEREIN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE CHECKMARX ENTITY PROVIDING THE SERVICES (“CHECKMARX”) AND YOU (“YOU” OR THE “CUSTOMER”) WITH RESPECT TO THE SERVICES DESCRIBED HEREIN. ALL SERVICES ARE PROVIDED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT WHICH REPRESENT A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE CHECKMARX ENTITY IDENTIFIED BELOW (“CHECKMARX”). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY: YOU HEREBY ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY; YOU ACKNOWLEDGE THAT SUCH ENTITY IS LEGALLY BOUND BY THIS AGREEMENT; AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY. YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF AN ENTITY UNLESS YOU ARE AN EMPLOYEE OR OTHER AUTHORIZED AGENT OF SUCH ENTITY WITH THE RIGHT, POWER AND AUTHORITY TO BIND AND ACT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT ACCEPT THIS AGREEMENT, CHECKMARX IS NOT OBLIGATED TO PROVIDE THE SERVICES TO YOU, AND YOU WILL HAVE NO RIGHTS TO ACCESS OR USE THE SERVICES, THE CHECKMARX MATERIALS, OR ANY OUTPUT OF THE SERVICES.

Definitions
1. “Affiliate” means, with respect to a party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such party, and “control” means the direct or indirect possession of the power to direct or to cause the direction of the management and policies of the entity.
2. “Fees” means the Service fees payable by Customer, as set out in the Quote.
3. “Intellectual Property Rights” means: all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, and other similar designations of source or origin, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
4. “Quote” means a valid quotation document issued by Checkmarx to Customer setting out the quantity and type of Services ordered by Customer.
5. “Service(s)” means the professional services offered by Checkmarx which are specified in a Quote, purchased by Customer, and specified in a written Service Description.
6. “Service Description” means the written statement of work or service description document issued by Checkmarx that contains a detailed description of the Services to be performed by Checkmarx, including any milestones, specifications or deliverables related to the Services. The term “Service Description” does not include any whitepaper, datasheet, marketing material, general description on a Checkmarx website, or other high-level description of services made available by Checkmarx or any third party.
Services and Deliverables.
1. Performance of Services. Subject to Checkmarx’s acceptance of Customer’s Service order and Customer’s payment of the Fees, Checkmarx will perform the Services set out in the Service Description in accordance with the terms set out in this Agreement. All Services are provided remotely unless otherwise specified in writing in the Service Description.
2. Change Orders. Changes to any agreed scope of Services require a written change order signed by the parties prior to implementation of the changes. Change orders shall not be effective until mutually agreed by the parties and executed by an authorized representative.
3. Customer Affiliates. Services are provided by Checkmarx to the Customer entity specified in the Quote or Service Description (as applicable). Services to Customer’s Affiliates shall only be provided when specified in the Quote or Service Description.
4. Customer Responsibilities. Customer acknowledges that Checkmarx’s ability to provide the Services to Customer in a timely manner depends on Customer’s reasonable cooperation and assistance. Customer agrees to provide Checkmarx with reasonable cooperation and access to Customer’s materials (the “Customer Materials”), to the extent such access is necessary for the performance of the Services. Customer retains all right, title and interest in any Customer Materials made available to Checkmarx in connection with the Services.
5. Checkmarx Materials. The Services, and all materials provided by Checkmarx in connection with the Services (the “Checkmarx Materials”), and all Intellectual Property Rights therein, are the sole and exclusive property of Checkmarx. Customer may not reproduce, publish, distribute, transfer, publicly display, resell, rent, lease, sublicense, loan, create derivative works of or lend the Checkmarx Materials to any third party. Subject to the foregoing, Checkmarx hereby grants Customer a limited, non-transferable, non-sublicensable, non-exclusive license to use the Checkmarx Materials for Customer’s internal business purposes. For Checkmarx Materials provided in connection with licensed Checkmarx software, Customer may use the Checkmarx Materials during the term of the underlying Checkmarx software license in accordance with the terms and conditions of the applicable software license agreement. For Checkmarx Materials consisting of training materials, the materials may not be copied or used by any other person other than the Customer personnel attending the training, unless approved in writing by Checkmarx in advance.
6. Coordination of the Services. Unless specified in the Service Description, the Services must be scheduled with reasonable advance notice and are subject to availability. After the scheduling of Services has been agreed by Checkmarx, the Services may not be canceled or rescheduled by Customer without Checkmarx’s express written agreement and shall be deemed delivered on the agreed delivery date. Checkmarx shall undertake reasonable efforts to accommodate all good faith scheduling requests provided by Customer with reasonable advance notice. For onsite Services, Customer agrees to reimburse Checkmarx for pre-approved travel, lodging and meal expenses incurred in the course of performing the Services, unless the Service Description specifies that such expenses are included in the Services fee.
7. Professional Services. When professional services are measured in increments of days, one (1) service day equals eight (8) hours. All service hours/credits ordered by Customer must be used within twelve (12) months of purchase. At the end of the twelve (12) month period, any unused service hours/credits shall be deemed delivered to Customers. Services are provided during normal business hours unless otherwise agreed in writing by the parties.
8. Communication and Feedback.
  1. Customer shall use appropriate security precautions in connection with its use of the Services. It is Customer’s responsibility to avoid sharing any proprietary or commercially sensitive materials with Checkmarx, and Customer shall be responsible for marking such materials with appropriate designations to alert Checkmarx and its personnel as to the sensitivity of the materials. Any materials that Customer considers to be commercially sensitive should not be sent to Checkmarx until an agreed security and communication protocol is agreed by Checkmarx.
  2. In the event Customer provides Checkmarx with feedback regarding possible improvements in the operation, functionality or use of Checkmarx’s products or services (“Feedback”), Customer hereby grants Checkmarx a perpetual, irrevocable, worldwide, sub-licensable, royalty-free license to use, modify, create derivative works, distribute and otherwise exploit the Feedback without further compensation to Customer.
Ordering & Payment.
1. Ordering. All Service orders are subject to approval by Checkmarx and must be subject to a valid Quote. Checkmarx reserves the right to reject any order in its sole discretion. All approved orders are subject to this Agreement.
2. Payment Terms. Once Customer’s Service order has been accepted by Checkmarx, Customer’s payment obligations are non-cancelable and all Fees are fixed and non-refundable. Fees are exclusive of any taxes that shall be payable by Customer at the rate and in the manner prescribed by law. If Customer is required to withhold or deduct any amount from the Fees on account of taxes, Customer shall pay Checkmarx the additional amount necessary to ensure that the net amount received by the Checkmarx after withholding or deduction of such taxes is equal to the gross amount of the Fees that would have been otherwise due in the absence of any such withholding or deduction. Checkmarx shall submit a written invoice to Customer upon ordering of the Services or according to the payment terms set out in the Service Description. Payments shall be made in U.S. Dollars or the applicable currency as set forth in the invoice within thirty (30) days of issuance of the invoice.
Confidential Information.
1. Definition. As used herein, the term “Confidential Information” means: (a) any information of a party that is marked as “confidential” at the time of disclosure, or if disclosed orally, is identified as “confidential” at the time of disclosure, and is summarized in writing to the recipient within thirty (30) days of disclosure; and (b) as to Checkmarx, any non-public product roadmaps, development plans, pricing information, Checkmarx Materials, Training Materials, or any software or tools used by Checkmarx personnel during performance of the Services.
2. Restrictions. All Confidential Information disclosed by one party to the other pursuant to this Agreement: (a) may only be disclosed to those employees, contractors, consultants and service providers of the recipient or its Affiliates who have a need to know and are subject to confidentiality obligations at least as restrictive as this Agreement; and (b) shall be held in confidence by the recipient, exercising the same degree of care and protection that it takes to safeguard its own Confidential Information but no less than reasonable care. Any Confidential Information disclosed by Customer to Checkmarx in connection with the Services shall only be used by Checkmarx and its Affiliates: (a) for the purpose of performing the Services in accordance with this Agreement; (b) for internal business purposes in connection with troubleshooting, supporting, monitoring and improving the quality of the Services; and (c) on an anonymized or aggregated basis for the purpose of improving Checkmarx products and services generally. Any Confidential Information disclosed by Checkmarx or its Affiliates to Customer shall only be used by Customer in conjunction with the Services.
3. Exceptions. The recipient’s obligations with respect to Confidential Information of the discloser shall not apply to the extent such Confidential Information: (a) at the time of disclosure by the discloser, is previously known to the recipient without restriction on disclosure; (b) ceases to be secret or confidential except by reason of a breach of the Agreement by the recipient; (c) is independently developed by the recipient without access or reference to the Confidential Information of the discloser; or (d) was received from a third party without obligations of confidence and without breach of the Agreement. In addition, the recipient may disclose Confidential Information of the discloser to the extent such disclosure is required by applicable law or by any governmental authority, provided the recipient notifies the discloser, if permitted by law, of the applicable legal requirements before such disclosure occurs to enable the discloser to obtain such protection as may be available to preserve the confidentiality of such information.
4. Return or Destruction of Confidential Information. At the request of the discloser, the recipient shall promptly return to the discloser all copies, whether in written, electronic, or other form or media, of the discloser’s Confidential Information, or destroy all such copies and certify in writing to the discloser that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information will expire five (5) years from the date first disclosed to the recipient; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
5. Equitable Relief. Without prejudice to rights and remedies available to the discloser, a recipient of the other party’s Confidential Information agrees that injunctive relief may be sought against it in order to remedy, or to prevent, a breach of the confidentiality provisions of this Agreement.
Warranties
1. General Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; and (c) upon acceptance by each party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms
2. Service Warranties. Checkmarx represents and warrants that: (a) Checkmarx will perform, or procure the performance of the Services in a professional and workmanlike manner; and (b) all Checkmarx Materials will materially comply with the specifications set out in the applicable Service Description for a period of thirty (30) days following initial delivery to Customer. If Customer reasonably believes that either of the foregoing warranties have been breached, and a notice of such non-conformance is provided to Checkmarx within (as applicable) thirty (30) days of performance of the Services or delivery of the Checkmarx Materials, then Customer’s sole and exclusive remedy shall be for Checkmarx to correct and re-perform or re-deliver the Services or Checkmarx Materials, as applicable, within a reasonable time following receipt of Customer’s notice. If Checkmarx is unable to furnish Services or Checkmarx Materials that materially comply with the foregoing warranties, Checkmarx’s sole and exclusive liability shall be to provide Customer with a prorated credit (or refund, if already paid by Customer) of any Fees applicable to the non-conforming Services or Checkmarx Materials.
3. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN THE PREVIOUS SECTION, ALL SERVICES AND CHECKMARX MATERIALS ARE PROVIDED ON AN “AS IS” BASIS, AND CHECKMARX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Infringement Indemnification.
1. Indemnification. Checkmarx will, subject to the exclusions set out in Section ‎3, defend at its own expense any action brought against Customer by a third party to the extent that the action is based on a claim that the Services or Checkmarx Materials infringe any registered Intellectual Property Right, and Checkmarx shall pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages which have been agreed by Checkmarx in a monetary settlement of such action. Checkmarx’s indemnification obligations are expressly conditioned upon Customer giving Checkmarx prompt written notice of any actual or threatened claim, allowing Checkmarx sole control of the defense and all related settlement negotiations, providing full cooperation for the defense of same to Checkmarx, and not settling or negotiating a settlement of any such claim without Checkmarx’s prior written approval.
2. Remedies. In the event the Services or Checkmarx Materials are determined to, or are believed by Checkmarx to, become the subject of an infringement claim, Checkmarx may, at its sole discretion: (a) modify the Services or Checkmarx Materials so that they are non-infringing; (b) obtain a license for Customer to continue to use the Services or Checkmarx Materials as provided hereunder; or, if the foregoing options are not commercially feasible, (c) have Customer return or destroy the infringing Checkmarx Materials and receive a refund of the prorated amount of Fees paid by Customer for the infringing Checkmarx Materials.
3. Exclusions. Checkmarx shall have no obligation or liability for any claim of infringement based on the: (a) use of the Services or Checkmarx Materials in combination with other materials (hardware, software or data) not provided by Checkmarx where infringement would not have resulted but for such combination; (b) modification of the Checkmarx Materials by anyone other than Checkmarx where infringement would not have resulted but for such modification; or (c) use of the Checkmarx Materials after non-infringing Checkmarx Materials has been made available to Customer by Checkmarx.
4. No Additional Liability. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF CHECKMARX WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHECKMARX, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OR DAMAGE TO DATA, REMEDIATION COSTS OR LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THE CHECKMARX MATERIALS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF CHECKMARX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHECKMARX, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS’ MAXIMUM AGGREGATE LIABILITY ARISING OUT OF RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY CUSTOMER TO CHECKMARX IN CONNECTION WITH THE SERVICES SET OUT IN THE APPLICABLE QUOTE OR SERVICE DESCRIPTION DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO ANY SUCH LIABILITY.
Term and Termination.
1. Term. The term of this Agreement will begin on the start date specified on the Quote and continue until the earlier of: (a) the termination date set out on the Quote or Service Description; or (b) the completion of the Services and the delivery of the Checkmarx Materials (the “Term”).
2. Termination. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days of the non-breaching party’s written notice of such breach; (b) ceases to do business in the ordinary course; (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within ninety (90) days). Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice in the event that either party reasonably believes that this Agreement or a party’s performance thereunder will result in any violation of applicable law, and such violation cannot be promptly corrected to the party’s reasonable satisfaction or is incurable as a matter of law, for example in the event that a party becomes a Restricted Party (defined below).
3. Effect of Termination. Upon termination or expiration of this Agreement, Checkmarx will have no further obligations to perform the Services and all rights and licenses granted to Customer shall terminate. Sections 2.8(b), 4.2, 4.4, 4.5, 7, 8.3, 9, and any payment obligations of Customer, will survive the termination or expiration of this Agreement. Any license to use the Checkmarx Materials in connection with an underlying software license shall survive the termination or expiration of this Agreement until the termination or expiration of the applicable software license.
General
1. Independent Contractors. Customer and Checkmarx are independent contractors and not employees, partners, agents or joint venturers. Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so.
2. Non-Solicitation. During the term that the Services are being provided and for a period of one (1) year after completion, Customer will not, either directly or indirectly, solicit for employment any person employed by Checkmarx or any of its Affiliates that have provided Services under this Agreement. For the avoidance of doubt, this restriction shall not prevent Customer from hiring based on a response to Customer’s general advertising in good faith to the general public a position or vacancy to which an employee or worker of Checkmarx responds, provided that no such advertisement shall be intended to specifically target Checkmarx personnel.
3. Subcontractors. Checkmarx may use the services of subcontractors for performance of Services under this Agreement, provided that Checkmarx remains responsible for the compliance of any such subcontractor with the terms of this Agreement.
4. Assignment. Customer may not assign this Agreement without the prior written consent of Checkmarx and any attempt to do so will be null and void. Checkmarx may assign this Agreement, or any rights or obligations found therein, to any third party including but not limited to its Affiliates, or to an entity which purchases all or substantially all of its assets, or acquires control of Checkmarx by reason of a merger or acquisition, sale of stock, or otherwise.
5. Governing Law. For Customers located in the United Kingdom, this Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, excluding its choice of law rules. For such Customers, the competent courts located in London, England shall have exclusive jurisdiction with respect to any matters rising out of this Agreement. For all other Customers, this Agreement shall be governed by New York law, and shall be deemed to have been executed and performed in the State of New York. For such Customers, disputes arising out of or relating to this Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, USA, excluding its choice of law rules and the courts in the Borough of Manhattan, New York shall have exclusive jurisdiction with respect to any matters rising out of this Agreement.
6. Restricted Parties. Customer represents and warrants that neither it, nor any of its directors, executive officers, senior management, key employees, agents, major shareholders, nor any person having a controlling interest, nor any person who Checkmarx shall be performing the Services on behalf of or will be receiving any Checkmarx Materials is a “Restricted Party,” which shall include any person or entity: (a) who is a national of, or located or incorporated in, or an official of, owned or controlled by, or acting on behalf of the government of, a country prohibited by Checkmarx policy (based on risks including corruption, fairness and transparency of local legal process, contractual commitments imposed by financial institutions with which Checkmarx does business, and/or U.S. or Israeli embargo or trade restrictions) (a “Prohibited Territory”) (at the time of execution, Cuba, Iran, Lebanon, Libya, North Korea, Syria, and the Crimea Region), or any other region that hereinafter becomes subject to a comprehensive U.S. or Israeli trade embargo; or (b) who is on any of the following lists: the U.S. Department of Commerce Denied Person’s List, Entity List, or Unverified List; on the U.S. Department of the Treasury, Office of Foreign Assets Control’s (OFAC) list of Specially Designated Nationals and Blocked Persons; the OFAC Consolidated Non-SDN Sanctions List (including the Sectoral Sanctions Identifications List and the Foreign Sanctions Evaders List); the United States State Department’s Debarred Parties and Non-Proliferation Sanctions Lists; the United Nations Financial Sanctions Lists; the European Financial Sanctions List, or the Swiss Sanctions List maintained by the Swiss State Secretariat for Economic Affairs; or (c) persons directly or indirectly owned or controlled by, or acting on behalf of, persons identified in sub-clause (b). Customer shall not distribute, transfer, sublicense or permit access to any Service, Checkmarx Materials, or any other Checkmarx-provided materials to any Restricted Party without prior, express written authorization from Checkmarx and, as appropriate, any relevant government agency. Any breach of this Section by Customer shall be deemed a material breach incapable of cure.
7. Entire Agreement. This Agreement is the entire agreement of the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. If the terms of any Service Description conflict with the terms in the body of this Agreement, the terms of the applicable Service Description will prevail as to the pricing, delivery dates and description of the applicable Services and Checkmarx Materials but will not prevail over, modify or terminate any surviving provision of this Agreement. This Agreement may only be modified or amended in a writing signed by the parties. The provisions of this Agreement shall prevail over any additional or conflicting provisions in any purchase order, acceptance notice or other document issued by Customer, which shall be void and of no effect.
8. Waiver and Severability. No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except specifically in a writing signed by the waiving party. If any provision is deemed by a court unenforceable or invalid, that provision will be stricken or modified and the remainder of this Agreement will be in full force and effect.
9. Counterparts. This Agreement, including any agreed Statements of Work, may be executed in counterparts including facsimile, PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument.
10. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Checkmarx and Customer. No third party shall be deemed to be a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement.
11. Notices. All notices or demands hereunder shall be by traceable express courier service or certified or registered mail, return receipt requested, sent to the address of the receiving party, and shall be deemed complete ten (10) days after mailing. Notices to Checkmarx shall be sent to the attention of: General Counsel, with a copy to [email protected].
12. Force Majeure. Neither party shall be held responsible for any delay or failure in performance under this Agreement to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, labor conditions, earthquakes or any other cause beyond its control and without the fault or negligence of the delayed or nonperforming party. The party affected by such Force Majeure event shall take all reasonable actions to minimize the consequences of the Force Majeure event.
13. Contracting Entity. For customers located in the United States of America, “Checkmarx” is defined as Checkmarx, Inc. For Customers located in the United Kingdom, “Checkmarx” is defined as Checkmarx UK Ltd. For customers located in India, “Checkmarx” is defined as Checkmarx India Technology Services Private Limited. For Customers located outside of the United States of America, the United Kingdom and India, “Checkmarx” is defined as Checkmarx Ltd.

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Professional Services Agreement