1. Services
   1. Limitations. This Professional Services Addendum will only apply where Customer is purchasing Rancher Professional Services.
   2. Performance of Services. Rancher will provide Customer with Professional Services (the “Services”) as specifically set forth in Statements Of Work agreed to in writing and signed by the parties. (each, a “Statement of Work” or “SOW”). This addendum is incorporated by reference into the Rancher Enterprise Agreement (together the “Agreement”). Upon the execution of a Statement of Work by the parties, it shall automatically be deemed part of the Agreement.
   3. Professional Services Statement of Work Changes. If the Customer desires to modify the Services performed under any Statement of Work for a Professional Services engagement, Customer shall provide written notice thereof to Rancher, which notice shall include a description of the requested modification to the Services. Promptly following Rancher’s receipt of Customer’s written notice, Rancher shall submit a written change order proposal to Customer. Such change order proposal shall include an estimate of additional charges for the modified Services, if any, any expected impact the change will have on the scheduled date(s) for delivery or completion of such Services, and any other information necessary for a complete description of the desired changes. On Customer’s written approval of the change order proposal, the Change Order proposal will become a part of the relevant Statement of Work. No change to any Statement of Work shall be binding on the parties unless the change is embodied in a writing that has been signed by an authorized representative of each party.
   4. Rancher Personnel. The Rancher personnel (“Rancher Personnel”) assigned to perform the Services shall have appropriate technical and professional skills to enable them to perform their duties in a professional manner, consistent with generally accepted industry standards. Customer will promptly notify Rancher of any Rancher Personnel that Customer believes are performing in an unsatisfactory manner. Rancher shall cooperate with Customer in removing any Rancher Personnel who perform the Services in an unsatisfactory manner and will use commercially reasonable efforts to replace such unsatisfactory personnel with an acceptable substitute(s).
   5. Independent Contractor. While at Customer’s facilities, all Rancher Personnel shall observe and follow Customer’s reasonable work rules, policies and standards, as communicated to Rancher in advance in writing. Rancher shall be solely responsible for (i) the payment of all wages, salaries, overtime pay and other compensation due to Rancher Personnel, (ii) the payment for and the provision of all benefits and workers’ compensation insurance in accordance with Rancher’s corporate policies, (iii) the withholding of all employment related taxes for such employees and the payment, as applicable, of employment related taxes and Workers’ Compensation Insurance. No Rancher Personnel shall be entitled to participate in, or receive any benefit or rights as an employee of any Customer entity under, any of the Customer employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans, as a result of or in connection with this Agreement.
   6. Customer Facilities. If required to perform the Services, Rancher Personnel shall  be provided a safe and adequate workspace at the client’s offices. The Customer shall provide all such facilities, supplies, and services as Rancher determines are reasonably required for the performance of the Rancher Personnel’s duties under this Agreement, including sufficient network access to allow for internet (and intranet, if required) access from the Rancher Personnel’s laptop.
   7. Remote Work; Multiple Personnel; Work Schedule. At Rancher’s discretion the Services may be delivered onsite, remotely, or as a mix of on-site and remote delivered services, using multiple personnel, or as the Parties agree in an applicable Statement of Work. Rancher Personnel will deliver Services on a forty hour per week basis, Monday through Friday, between the hours of 8:00 am and 7:00 pm (the “Regular Work Hours”), time zone for delivery shall be mutually agreed upon by the parties and defined in the SOW. Services delivered outside Regular Work Hours, or on holidays, will be charged at two hundred percent (200%) of contracted rates. Rancher company holidays, for personnel rendering services in the United States are: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, and Christmas Day. Holidays for Rancher personnel delivering Services outside the United States are specified in the applicable Statement of Work.
   8. Deliverables. Service are provided on a time and materials basis with no deliverables except those specified in an executed Statement of Work. Projects are considered complete and accepted when the Professional Services or Training hours purchased by Customer are complete. Customer’s payment of an invoice constitutes acceptance of the Services invoiced.
   9. Term. Unless otherwise agreed by the Parties, Services are to be delivered within 12 months from the date of purchase. Services not delivered within this term will be considered forfeited.
2. Expenses
   1. Payment of Expenses. Any travel or other expenses associated with performing Rancher Services under an executed Statement of Work will be billed to the Customer at actual cost and Rancher will provide supporting documentation for such expenses unless otherwise agreed to in writing in the applicable SOW. Customer will be responsible for any change or cancellation fees incurred in the event that Customer requests to reschedule the performance of Services or does not meet the requirements described in the Customer Facilities section.