This Business Consulting Statement of Work (“SOW”) governs the Business Consulting Services Offerings detailed in the below table. This SOW is subject to and governed by the Software License and Maintenance Agreement (or similarly titled document) or the Master Services Agreement entered into between Customer and Entrata (the “Agreement”).   Unless otherwise defined herein, capitalized terms used in this SOW have the same meaning as defined in the Agreement. In the event of any conflict between the terms found in the Agreement and this SOW, the terms found in this SOW shall control with respect to the subject matter herein. 

Resources:  Each package (excluding Custom Consulting) includes access to an Accounting Consultant and an Operations Consultant.  Custom Consulting resources are determined based on Customer requests.  The Consultants assigned to each engagement are Entrata subject matter experts and will provide suggestions and best practices for ongoing system and business optimization.  

1. CUSTOMER OBLIGATIONS AND ASSUMPTIONS

1.1 Customer Obligations

Customer acknowledges that Customer’s timely provision of and access to required documents, assistance, cooperation, complete and accurate information and data from Customer’s officers, agents, and employees are essential to the performance of the Business Consulting Services described herein. Entrata will not be responsible for any deficiency in performing Business Consulting Services to the extent such deficiency results from Customer’s failure to provide cooperation to Entrata to complete the Business Consulting Services outlined herein. Customer agrees it will:

1. Provide Entrata with full access to relevant functional, technical and business resources with adequate skills and knowledge and decision-making responsibilities to support the performance of the Business Consulting Services.

2. Provide, for all Entrata resources performing Business Consulting Services at Customer’s site (if applicable), a safe and healthful workspace (e.g., a workspace that is free from recognized hazards that are causing, or likely to cause, death or serious physical harm, a workspace that has proper ventilation, sound levels acceptable for resources performing Business Consulting Services in the workspace, and ergonomically correct workstations, etc.).

3. Provide any notices, and obtain any consents, required for Entrata to perform Business Consulting Services.

4. Not film or record Entrata’s delivery of Business Consulting Services, Entrata resources, or any Entrata materials.

5. Notify Entrata within three (3) business days about any inaccuracies or incomplete information in consultation deliverables or data mapping documents provided by Entrata to Customer in connection with the Business Consulting Services provided hereunder.

6. Provide any reporting requirement(s) prior to project commencement.

7. Supply, at no cost to Entrata, access to IT business consultants to facilitate access to Third-Party Materials (excluding any Third-Party Property Management Software) which Entrata resources will need to access to provide the services outlined in this SOW.

8. Customer’s failure to timely provide the information and assistance required hereunder may impact Entrata’s costs to effectively provide the Business Consulting Services outlined in this SOW. If Entrata’s cost to provide Business Consulting Services is increased because of Customer’s failure to meet its obligations as listed in this SOW, Entrata reserves the right to increase the Fees charged to Customer.

1.2 Assumptions

Entrata’s ability to perform the Business Consulting Services in the time and for the fees set forth in this SOW is based on the following assumptions:

1. Unless otherwise agreed, all communications are in English.

2. Entrata consulting resources are not dedicated to any single project and are engaged across many projects for various customers.

3. Any Business Consulting Services not expressly included in this SOW are out of scope.

4. Customer will fulfill its obligations as set forth in this SOW. 

2. ADDITIONAL TERMS

2.1 Fees and Unused Services. All Business Consulting Services are billed upfront and due in accordance with the terns of the Agreement.  The Business Consulting Services selected by Customer are set forth on a Sales Order and must be used within twelve (12) months from the Effective Date (“Business Consulting Services Period”).  Any portion of the Business Consulting Services not used within the Business Consulting Services Period will be automatically forfeited by Customer, with no further action required of either party, and Customer will not be entitled to a refund or credit toward additional or other services for any unused portion of the fees paid for the Business Consulting Services described herein. In order for Entrata to provide Business Consulting Services to Customer after the Business Consulting Services Period, Customer and Entrata shall mutually agree, in writing, under a separate Sales Order and/or SOW, to the terms and fees for such Business Consulting Services.

2.2 Change Control Process. Any request for any changes in Business Consulting Services from those detailed above must be in writing; this includes requests for changes in project plans, scope, specifications, schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of Customer’s order. Entrata shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until Customer and Entrata agree in writing to the proposed change to this SOW.

2.3 License to Supporting Materials. Customer shall have a limited, revocable, nontransferable, paid-up right and license to use the copy of the workbooks, training information and other materials provided in connection with the Business Consulting Services provided hereunder (collectively “Supporting Materials”) for its internal use only.  All other rights in the Supporting Materials are subject to the Confidentiality terms in the Agreement, remain in and/or are assigned to Entrata.  The parties will cooperate with each other and execute such documents as may be appropriate to achieve the objectives of this Section.  Customer acknowledges that Entrata may develop for itself, or for others, content similar to the Supporting Materials and processes developed in performing the Services, and nothing contained herein precludes Entrata from developing or disclosing such materials and information, provided that the same does not contain or reflect Customer Confidential Information.

2.4 Representations, Warranties and Covenants

1. Entrata warrants that it will perform its obligations in this SOW in a professional and workmanlike manner. As Customer's exclusive remedy for Entrata’s breach of the foregoing warranty, Entrata shall correct deficiencies at no additional charge to Customer, provided Customer gives written notice to Entrata which describes any deficiencies within thirty (30) days of the earlier of Customer’s discovery of a deficiency or thirty (30) days after delivery by Entrata. 

2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE Agreement AND EXCEPT AS OTHERWISE INDICATED HEREIN, BUSINESS CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION, SOFTWARE, MATERIAL OR CONTENT PROVIDED BY OR THROUGH ENTRATA RESTS WITH CUSTOMER