These Professional Services Terms and Conditions are hereby incorporated into and form part of one of the following: (i) the online Wrike Terms and Conditions at https://learn.wrike.com/enterprise-wmsa; (ii) the Master Subscription and Services Agreement between Wrike and Customer; or (iii) the alternative agreement (if applicable) signed between the Parties for the Services (respectively, the “Master Agreement”), and sets forth the additional terms and conditions (“Additional Terms”) under which Wrike will provide Professional Services to Customer in connection with the Professional Services package purchased by Customer pursuant to an applicable Wrike Order Form or other mutually agreed ordering document (such Order Form or other mutually agreed ordering document together with its applicable Master Agreement, these Additional Terms, and all amendments and addenda thereto, if any, the “Agreement”).  Wrike and Customer may be referred to individually as a “Party” and collectively as the “Parties” hereunder. Capitalized terms used herein without definition shall have the same meaning as the same or substantially equivalent term in the Master Agreement.

1. Performance of Professional Services, IP

a. Order of Precedence. To the extent of any conflict or inconsistency between the provisions in the body of these Additional Terms and any Order Form, or other mutually agreed ordering document, the terms of such Order Form or other mutually agreed ordering document shall prevail as to the conflict.

b. Delivery and Cooperation. Customer acknowledges that Customer’s cooperation is essential to the timely performance of Wrike’s Professional Services. Customer will, to the extent required in connection with the performance of Wrike’s Professional Services: (i) provide Wrike with any necessary Customer materials; (ii) provide Wrike with any necessary access to Customer’s personnel, facilities or data;  (iii) attend all scheduled sessions with the applicable Wrike personnel, (iv) complete all Customer responsibilities or action items associated with the applicable Professional Services package, and (v) make all payments when due. Customer’s delay or failure to adhere to (i)-(v) may delay the estimated delivery of the Professional Services and may result in additional Fees at the then-current hourly rates. Should Customer fail to comply with requirements noted above, Wrike will issue a final project notice to Customer due to its inability to provide the applicable Professional Services without Customer’s active participation (“Final Notice”). If Customer does not respond to the Final Notice within five (5) business days of receipt, the associated Professional Services engagement will terminate, and all activities described in an applicable Professional Service package will be deemed delivered as of the date outlined in said Final Notice and all Fees associated with said engagement will be owed and due without refund. If the Professional Services engagement is terminated in accordance with this Section 1(b), a separate Statement of Work signed between the Parties will be required for any additional request for Professional Services.

c. Place of Performance.

1. Remote Delivery. Unless specified in the applicable Deployment package, or otherwise agreed between the Parties in writing, all Professional Services are to be provided remotely.
2. On-Site Performance. When Professional Services will be provided On-site at Customer’s facilities, the following shall apply:
   1. Such On-site day(s) will be scheduled between Parties in advance;
   2. Professional Services will be performed on consecutive business days and subject to a standard eight-hour workday, unless mutually agreed otherwise in writing;
   3. Customer will provide Wrike Personnel with access to Customer’s sites and facilities during Customer’s normal business hours as reasonably required by Wrike to perform the Professional Services;
   4. Customer shall make all reasonable accommodations for Wrike Personnel to perform the Professional Services, including, but not limited to, a safe and secure working environment for all Wrike Personnel, reliable internet access, access to relevant Customer Personnel as reasonably required by Wrike, and any data, information and any other materials reasonably required by Wrike to perform the Professional Services
   5. Both Parties will use reasonable efforts to accommodate any requested change in the scheduled dates for on-site services, subject to the availability of appropriate personnel, and
   6. Wrike Personnel will comply with all reasonable workplace safety and security standards and policies that are applicable to Customer’s employees and of which Customer notifies Wrike in writing in advance of the commencement of any Professional Services. Wrike shall conduct comprehensive background checks on personnel providing on-site Professional Services at Customer’s facilities prior to delivery of such on-site Professional Services.

d. Project Personnel. Staffing decisions will be based on availability of Wrike Personnel at the time of signature of the associated Order Form. Wrike Personnel providing the Professional Services will be Wrike’s employees acting within the scope of their employment or will be a Wrike Third-Party Contractor. A “Third-Party Contractor” is third party organization hired by Wrike to deliver the Professional Services on Wrike’s behalf. The Parties agree Wrike shall have the right to utilize Third-Party Contractors to fulfill its Professional Service obligations, provided such Third-Party Contractors shall be subject to the same material obligations and requirements set forth in the MSA and this SOW. Wrike may choose to use more than one resource at no extra charge to Customer.

2. Fees & Expenses

a. Fees. Customer will pay Wrike all  Fees not subject to a good faith dispute associated with the Professional Services outlined in the applicable Order Form, or other mutually agreed ordering document, in accordance with the billing frequency referenced therein.

b. Travel and Expenses (“T&E”). When Professional Services will be provided On-site at Customer’s facilities, Customer will reimburse Wrike upon invoice for all reasonable and customary travel, lodging, and other related out of pocket expenses incurred by Wrike or its personnel in connection with the performance of the Professional Services on Customer’s premises in accordance with the terms set forth in the Wrike Client-Billable Business Travel Policy made available at https://www.wrike.com/professional-services/travel-and-expense-policy/.

3. Changes to Professional Service(s) Scope

a. Changes. All requested changes that deviate from the purchased Professional Services package, including requests to extend the delivery time of an applicable Professional package, must be outlined in a Change Order signed by both Parties (“Change Order”). Additional Fees may apply for all Change Orders.