The following terms shall apply if a Customer purchases additional Professional Services offerings from Tripwire:
- BOUNDARIES AND LIMITATIONS: Tripwire will not be taking responsibility for the Customer’s compliance level, audits, audit results, or change process itself; rather, Tripwire’s focus will be on ensuring consistency of operation for the Tripwire application itself, providing best practice guidance, and subject matter expertise experience to Customer. Tripwire is not assuming any liability for Customer’s compliance obligations with this offering, but is providing best practice administrative assistance and guidance during the engagement. In addition, the following general activities are explicitly excluded from the Resident Engineer Services: (a) operating system and database administration tasks for the underlying operating system and database for the applicable Tripwire console and database, as well as for any monitored system (e.g. those activities that are beyond the scope of the Tripwire application user interface) and (b) network administration activities.
- TERM: The term of the Resident Engineer(s) included in this SOW will begin upon the first day that the Resident Engineer(s) provides remote services or arrives on-site.
- LEAVE: The Resident Engineer will take reasonable planned leave for vacation, offsite training, and staff development, not to exceed a total of five weeks per twelve months during the term. Leave duration will be prorated for terms shorter than 12 months. Tripwire will offer coverage by another qualified resources during leave of 5 consecutive days or greater. In the event Resident Engineer is on leave due to an unplanned absence in excess of two (2) consecutive days, Tripwire will provide coverage by another qualified resource as soon as possible, and, until a resource is immediately available, will provide qualified resources to provide remote assistance to Customer, at no additional charge.
- RENEWAL: For continuity of Service, the next period of Resident Engineer service must be renewed 30 days prior to the expiration of the Services.
- CONVERSION: During the term of the Resident Engineer services and for six months after termination, Customer shall not employ or engage as a consultant any individual who has been assigned by Tripwire as a Resident Engineer to perform Services for Customer under this SOW unless Customer pays to Tripwire as liquidated damages and not as a penalty, an amount equal to $150,000USD for each person employed or engaged by Customer.
- TERMINATION: The pricing for these Services is based upon a purchase of a fixed duration of Services. Neither party may terminate the Resident Engineer Services for convenience. For the avoidance of doubt, both parties retain all other termination rights available, including termination for cause.