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Exhibit A
<br /> Master Professional Services Agreement
<br /> General Terms and Conditions
<br /> The parties agree that their contractual relationship with respect to the Services will be governed by the
<br /> terms and conditions of(1) this Master Professional Services Agreement General Terms and Conditions ("GTCs"),
<br /> (2)the applicable Innovative Interfaces Incorporated Master Professional Services Agreement(s) (each, a"Services
<br /> Agreement"), and(3)all other applicable exhibits, schedules and terms and conditions referenced by or in the GTCs
<br /> and Services Agreement(s). Each Services Agreement, together with the terms and conditions of these GTCs and
<br /> all applicable exhibits or schedules incorporated by reference or referenced therein will constitute and be construed
<br /> as a separate agreement. Unless otherwise specified, capitalized terms in these GTCs have the same meaning as
<br /> those in the Services Agreement.
<br /> 1. Scope and Performance of Services.
<br /> a. Each SOW will detail (i) the requirements for implementation of the Software (as defined below) or such other
<br /> professional consulting services as the parties may mutually agree (the "Services"), and (ii) any tangible work
<br /> product or other deliverables to be provided to Client by Innovative in conjunction with the Services ("Work
<br /> Product"), each of which is subject to the terms and conditions set forth in this Agreement. Any such SOW,
<br /> when executed by the parties, will be deemed incorporated into this Agreement and made a part hereof for all
<br /> purposes. Innovative will provide the Services on the terms contained in this Agreement. The term "Software"
<br /> has the meaning assigned in that separate License Agreement between the parties dated as of the License
<br /> Agreement Date identified in the Services Agreement.
<br /> b. Client will be deemed to have accepted the Services as billed on a time and material basis unless otherwise
<br /> specified in the applicable SOW.
<br /> c. Innovative is permitted to, at its sole cost and expense, subcontract the performance of some or all of the
<br /> Services provided that (i) Innovative's subcontractor agrees in writing to abide by the terms of this Agreement,
<br /> and (ii) Innovative remains fully responsible for the performance of such subcontractor in accordance with the
<br /> terms hereof. In performing any Services at Client's site, Innovative's and its subcontractors' personnel
<br /> (collectively, the "Consulting Personnel") must adhere to all reasonable personal conduct and security policies
<br /> of Client provided in writing to Innovative in advance. Unless otherwise agreed to by both parties,the Consulting
<br /> Personnel will observe the working hours and holiday schedules of Client while working on Client's premises.
<br /> d. Although Innovative will perform much of the Services at its offices with its equipment, in order to facilitate the
<br /> performance of the Services, Client will make available in a timely manner, at no charge to Innovative, all
<br /> facilities, programs, files, equipment, documentation, test data, sample output, or other information and
<br /> resources reasonably required by Innovative for the performance of the Services ("Client Resources").
<br /> Innovative and its subcontractors are hereby granted a nonexclusive, non-transferrable, non-sub-licensable,
<br /> fully paid-up license to use the Client Resources during the term of this Agreement for the sole purpose of
<br /> performing the Services. Innovative will not be liable for any damages related to delays caused by Client's
<br /> failure to fulfill the foregoing obligations.
<br /> 2. Change Orders. The parties may make changes to the Services specified in an SOW by executing a mutually
<br /> agreeable"Change Order"that sets forth (i)a description of the change(s), and (ii)the price and payment terms
<br /> (if any) for the change(s). Once so approved, the Change Order will constitute a formal amendment to the
<br /> applicable SOW, and will be deemed incorporated into this Agreement and made a part hereof for all purposes.
<br /> 3. Proprietary Rights and Ownership.
<br /> a. All Intellectual Property Rights(as defined below) in the Services and Work Product provided or made available
<br /> to Client by Innovative hereunder (including all improvements, enhancements, modifications or updates)
<br /> ("Innovative Products") will remain the exclusive, sole and absolute property of Innovative or the third parties
<br /> from whom Innovative has obtained the right to use the Innovative Products. Intellectual property created by
<br /> Innovative pursuant to this Agreement, or any other party at the request or direction of Innovative,will be owned
<br /> by Innovative. "Intellectual Property Rights" means any and all intellectual property rights existing from time to
<br /> time under any law or regulation, including without limitation, patent law, copyright law, semiconductor chip
<br /> protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, or
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