Professional Services Addendum
This Professional Services Addendum (“Addendum”) is incorporated into and forms part of the master agreement (e.g., Master Customer Agreement) (“MCA”) between Infoblox Inc. (“Infoblox”) and the customer identified in the applicable SOW or Order (“Customer”). It governs the purchase and delivery of the Professional Services. Capitalized terms not defined here have the meanings given in the MCA.
Customer accepts this Addendum by (i) executing or placing a SOW or Order that incorporates or references the MCA (directly or via an Authorized Reseller), or (ii) requesting, accessing, or using the Services. The “Effective Date” is the earliest of those acceptance events. If Customer does not accept, it must not request or use the Services. If there is a conflict between this Addendum and the MCA (together, the “Agreement”), this Addendum controls for its subject matter; otherwise, the MCA governs. An SOW may vary these terms only if it expressly states that it overrides this Addendum.
1) SERVICES AND DELIVERABLES
Statements of Work; Acceptance. Services will be provided as described in one or more SOWs. Acceptance (of Services and any Deliverables) is as stated in the applicable SOW; no other acceptance terms apply. In the absence of an Acceptance clause in the applicable SOW or Services Terms and Conditions, the Services shall be accepted upon delivery.
Personnel and subcontractors. Services may be performed by Infoblox personnel and/or identified subcontractors. Infoblox remains responsible for subcontractor compliance with the applicable SOW and the Agreement.
Customer cooperation. Customer will make available required personnel, information, systems access, facilities, and materials, and will provide timely decisions and approvals. Any performance dates will be equitably extended to reflect delays caused by Customer or its contractors.
Status meetings. Infoblox will meet with Customer, as reasonably requested, to report on progress.
2) FEES AND EXPENSES
Fees; invoices; payment. Customer will pay the fees in the applicable SOW to Infoblox or an Authorized Reseller. Unless otherwise stated in the SOW, invoices may be issued on completion, and, for multi‑month engagements, monthly in arrears for Services performed. Invoices are due within thirty (30) days of the invoice date.
Expenses. If purchasing from Infoblox directly and not part of any Product bundle, Customer will reimburse actual, reasonable, and pre‑approved travel, lodging, materials, and other out‑of‑pocket expenses incurred in delivering the Services.
Late Payments. Late amounts accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower.
3) TERM AND TERMINATION
Term. This Addendum starts on the Effective Date and continues unless terminated under this Section 3.
Termination for breach; scope. Either party may terminate this Addendum (or any affected SOW) for material breach (including non‑payment) by giving written notice describing the breach and a thirty (30) day cure period. If the breach relates to a specific SOW, termination is limited to that SOW.
Effect of termination. Upon termination, Customer will pay all amounts due and accrued as of the effective termination date. If Infoblox terminates for Customer’s breach, Customer will promptly return, and cease all use of, all materials furnished in rendering the Services for which full payment has not been made. Each party will return or destroy the other party’s Confidential Information (subject to the foregoing sentence). Sections 2, 4, 5, and 6 of this Addendum survive any termination or expiration.
4) WARRANTIES AND DISCLAIMER
Performance warranty; sole remedy. Infoblox warrants that it will perform the Services in a professional and workmanlike manner and that it has the authority to enter into this Addendum. As Customer’s sole and exclusive remedy for breach of this warranty, Infoblox will re‑perform the non‑conforming Services to comply with the SOW or, if Infoblox determines re‑performance is not practicable using reasonable efforts, refund the fees paid for the non‑conforming Services.
DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” INFOBLOX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5) INTELLECTUAL PROPERTY; DELIVERABLES; LICENSE
Ownership of Deliverables. As between the parties, Infoblox assigns to Customer all right, title, and interest in Deliverables created under the applicable SOW, excluding Underlying Infoblox Technology.
Underlying Infoblox Technology; License. “To the extent Underlying Infoblox Technology is included in a Deliverable, Infoblox grants Customer a non‑exclusive, royalty‑free, worldwide license to use it solely as necessary to use the Deliverables for Customer’s internal business purposes as contemplated by the SOW.
6) ADDITIONAL TERMS
General Skills and Knowledge. Infoblox is not restricted from using skills or knowledge of a general nature acquired during the Services, including information that is public or could reasonably have been acquired in similar work for another customer.
Non‑solicitation. During the term and for one (1) year thereafter, neither party will, directly or indirectly, solicit for employment or engagement any individual who was employed by or an independent contractor of the other party (or its affiliates) and who performed or contributed to the Services under an SOW, except through general recruiting efforts not targeted at the other party (e.g., advertisements, general web postings, or use of non‑targeted placement firms).
Precedence of this Addendum; Changes. This Addendum governs over conflicting SOW terms unless an SOW expressly states the parties intend to override a specific provision of this Addendum. No waiver or modification is effective unless in a writing signed by both parties.
7) DEFINITIONS
Deliverable: Any deliverable specified in an SOW that is created for Customer in performing the Services.
SOW: A statement of work or a Professional Services Terms and Conditions package (available on Infoblox.com/legal) for Professional Services to be provided by Infoblox personnel or subcontractors that references this Addendum and is executed by Infoblox and Customer.
Services: Professional Services listed in an SOW. Services exclude Support and maintenance services.
Underlying Infoblox Technology: Infoblox technology, methodologies, products, tools, templates, software (source and object), architecture, class libraries, objects, and documentation existing as of the Effective Date or developed outside the Services, and generally applicable modifications of the foregoing that do not incorporate Customer’s Confidential Information.