Professional Services Addendum

Legal Counsel's Note

This final addendum governs your high-value, project-based work. Its entire structure is built around mitigating the primary risk of such work: scope creep. Section 1, by mandating a Statement of Work (SOW) for every project, transforms a vague "network build" into a contractually defined set of deliverables, timelines, and costs. This is your single most powerful tool for managing projects professionally. Section 2 provides a balanced and standard approach to Intellectual Property, giving the client ownership of the final product they paid for, while critically allowing you to retain your underlying tools and expertise for future work. Finally, Section 3.2 clearly distinguishes "Response Time" from "Resolution Time," an essential clarification for managing client expectations in support contracts.

Last Updated: [September 8, 2025]

This Professional Services Addendum (the "Addendum") applies to all customers who order professional services ("Professional Services") from NCSE NETWORK LTD ("NCSE"), including but not limited to enterprise network architecture, consulting, project management, or advanced, hourly-billed technical support.

This Addendum supplements the NCSE Master Terms of Service, and together they form the complete service agreement. In the event of any conflict between this Addendum and the Master Terms of Service, the terms of this Addendum shall prevail.

1. Scope of Services and Statement of Work (SOW)

1.1. Definition of Services: "Professional Services" refers to project-based technical work performed by NCSE's expert staff that falls outside the scope of our standard, pre-packaged services.

1.2. Statement of Work (SOW): The specific details of any Professional Services engagement will be governed by a separate Statement of Work document ("SOW"). An SOW must be mutually agreed upon in writing before the commencement of any project. Each SOW will include, at a minimum:

*   A detailed scope and objective of the project.
*   The specific deliverables (e.g., network diagrams, configuration files).
*   The projected timeline and key milestones.
*   The fees, billing method (e.g., fixed project fee or time-and-materials), and payment schedule.
*   The responsibilities and obligations of each party.

1.3. Precedence of SOW: The SOW supplements this Addendum. In the event of a conflict between a specific SOW and this Addendum, the terms of the SOW shall prevail for that specific project.

2. Intellectual Property

2.1. Ownership by Customer: Upon the Customer's full and final payment of all fees specified in the applicable SOW, the intellectual property rights to the final "Deliverables" (e.g., diagrams, configuration files) created by NCSE specifically for and delivered to the Customer as part of that project will be transferred to the Customer.

2.2. NCSE's Retained Rights: NCSE shall retain ownership of all intellectual property that existed prior to the project, including our tools, methodologies, software libraries, and any generic know-how or technology that is not specific to the Customer's project. NCSE is free to use such generic know-how and technology in the course of providing services to other customers.

3. Support Service Level Agreement (SLA)

This SLA applies to ongoing support services as defined in an SOW.

3.1. Response Time Targets:

*   **Urgent Issues:** NCSE will respond within **eight (8) business hours**. An Urgent Issue is defined as a critical service outage that causes a severe impact on the Customer's core business operations.
*   **General Issues:** NCSE will respond within **twenty-four (24) business hours**. A General Issue is any technical request that does not meet the criteria for an Urgent Issue.

3.2. Clarification: The times defined above are for "Response Time," meaning the time it takes for an NCSE engineer to acknowledge the request and begin working on the issue. This is not a "Resolution Time" guarantee. The actual time to resolve an issue will depend on its complexity.

4. Customer Responsibilities

To ensure the timely and successful completion of the project, the Customer agrees to provide:

• Accurate and complete information regarding their requirements.
• Necessary access to systems, credentials, or remote connectivity.
• Availability of relevant personnel for testing and acceptance.
• Timely feedback on questions or interim deliverables provided by NCSE.

NCSE shall not be liable for any delays or additional costs resulting from the Customer's failure to meet these responsibilities, and reserves the right to adjust project timelines and fees accordingly.