Toolkit of Additional Terms for Bonterms Professional Services Agreement
* These examples show how to add Additional Terms to a Cover Page for the Bonterms Professional Services Agreement (Version 1.1) (PSA).
* You can delete, replace, or add to provisions of the PSA as shown below.
* These are examples only. Have legal counsel review before using.
| PROFESSIONAL SERVICES AGREEMENT (PSA) | |
| Additional Terms | |
| The following Additional Terms (additions to or modifications of the Bonterms Professional Services Agreement) are hereby added and will control in the event of any conflict with the Bonterms Professional Services Agreement: | |
| Subcontractors (Section 3.5) | |
|---|---|
| Approve Provider’s Affiliates as Subcontractors | Add the following to the end of Section 3.5: Customer hereby consents to Provider’s use of its Affiliates as Subcontractors. |
| Open Source (Section 5.3) | |
| Prohibit any use of Open Source in Assigned Deliverables | Add as a new Section 5.3 (d): Notwithstanding anything to the contrary in this Agreement, in no event will Provider include any Open Source in any Assigned Deliverables. |
| Term and Termination (Section 11) | |
| Remove Termination for Convenience of SOWs | Delete Section 11.2(b) to remove Termination for Convenience. |
| Indemnity (Section 13) | |
| Indemnity Excludes Open Source | Replace Section 13.6 with the following: Exceptions. Provider’s obligations in this Section 13 do not apply to claims to the extent resulting from (a) Customer Materials, (b) Open Source elements of Third-Party Materials, (c) Customer’s modifications to the Deliverables or (d) use of the Deliverables in combination with items not provided by Provider. |
| Indemnity Excludes all Third-Party Materials | Replace Section 13.6 with the following: Exceptions. Provider’s obligations in this Section 13 do not apply to claims to the extent resulting from (a) Customer Materials, (b) Open Source elements of Third-Party Materials, (c) Customer’s modifications to the Deliverables or (d) use of the Deliverables in combination with items not provided by Provider. |
