Terms and Conditions
1.	By signing below, [Client Name] hereby orders the services described in this SOA (the services described herein are the “Services”). Agio will provide Services pursuant to the terms of and according to the service levels specified in this SOA and in accordance with the governing Master Service Agreement between [Client Name] and Agio, which is hereby incorporated by reference into this SOA (this SOA and the Master Service Agreement are collectively referred to as the “Agreement”). 
2.	[Client Name] agrees to pay Agio all applicable rates and fees as set forth in the SOA and as more particularly described in Section 1 entitled “Solution Details.” 
3.	The Agreement shall become effective upon the date [Client Name] and Agio last execute this SOA, and shall continue until the end of the Initial Service Term specified in Section 2 of this SOA, and shall automatically renew for successive periods equal to the Initial Service Term (each a “Renewal Service Term”) until terminated in accordance with the terms of this Agreement. The Initial Service Term and all Renewal Service Term(s) are collectively referred to as the “SOA Term.”
4.	[Client Name] or Agio may terminate this SOA upon not less than ninety (90) days written notice before the end of the Initial Service Term or the then-applicable Renewal Service Term and in either event the effective date of termination shall be on the last day of the SOA Term.
5.	Notwithstanding the foregoing, [Client Name] shall have the right to terminate this SOA upon thirty (30) days written notice to Agio and an opportunity to cure if, due solely to an error or omission on the part of Agio, Agio fails to provide the Services according to the service levels specified in Section 3 of Agio’s Service Scope Assumptions document in each month of any consecutive three (3) month period during the SOA Term and such failure materially affects the Service(s) (a “Material Failure”) and provided [Client Name] has notified Agio within ten (10) days of such Material Failure.
6.	The Billing Commencement Date (“BCD”) for the services shall be July 1, 2020, provided that, in the event that not all Services specified in this SOA are made available to [Client Name] on the same date, [Client Name] shall be responsible for the ratable portion of fees attributable to the Services that are made available to [Client Name]  as determined by Agio. All implementation fees will be due upon execution.
7.	Any billable travel shall be billed to [Client Name] at a standard per diem rate of $650 for each Agio employee required to travel, which covers all travel-related costs including airfare, hotels, and meals. Agio shall present the number of days of billable travel required to [Client Name] for approval and shall invoice the [Client Name] upon completion of the project. [Client Name] agrees to pay Agio for all approved billable travel. 
8.	Each party warrants that the undersigned is a representative of the respective party and has authorization to execute this Agreement on behalf of the other Party.
9.	The Resold Customer Master Terms of Service can be found here:  https://www.globalrelay.com/policies/mtos-resold-customer. This governs Global Relay’s relationship with the resold customer. Section 13 deals with the term of the customer, and the entirety of the MTOS covers the responsibilities of the customer vs. Global Relay’s responsibilities to the customer. 
Reference for All Service Types
•	All technology disciplines will use the ticketing system to document issues and resolution and facilitate escalation.
•	Agio must carry out all changes to the environment either under the guidelines of the [Client Name] change management system or upon receipt of a written work order in the ticketing system from [Client Name].
•	[Client Name] will provide advanced written notification of an opportunity to discuss with Agio changes that impact the services Agio provides.