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ConfidentialInternal (unencrypted) 1 InTime Confidential and Proprietary Internal INTIME SERVICES INC. - SERVICES AGREEMENT - TERMS AND CONDITIONS SCOPE A. InTime provides an application for scheduling personnel as a service delivered over the Internet ("Services") to its Customers. The application is proprietary to InTime. B. In conjunction with such Services, InTime also provides Support to its Customers to allow them to use the Service. C. Customer desires to obtain such Services from InTime. 1. DEFINITIONS 1.1. "Confidential Information" means information concerning any information relating to the business and technology of either party which is not generally available to third parties and which is treated by the parties, in accordance with their policies, as confidential information or a trade secret and specifically includes the Services, either parties business processes, information about either parties customers or users in any manner, shape or form or other like information. For the purposes of this Agreement, a party disclosing Confidential Information is a Discloser and the party receiving Confidential Information is a Recipient. Confidential Information does not include information which is: a) at the time of disclosure, or thereafter becomes part of the public domain without any violation of this Agreement by the Recipient; b) already in the Recipient’s possession before disclosure of such information to the Recipient by the Discloser; c) following the Effective Date is furnished to the Recipient by a third party without that third party being in breach directly or indirectly of an obligation to the Discloser to keep such information secret confidential and secret; and d) developed independently by the Recipient without use of Discloser’s Confidential Information as evidenced by reasonably detailed written records. 1.2. "Customer” means an entity or organization who wishes to obtain the Services from InTime. 1.3. "Proposal" means the document provided by InTime to Customer containing a price quote, setting out the term. 1.4. "Support" means technical support provided by InTime to Customer relating to Customer's use of the Services, on a remote basis by telephone, e-mail, and fax, and optionally at the Customer’s site, and is subject to the availability of support personnel and facility infrastructure services. Such support includes problem diagnosis, consultation, dial-in diagnosis services, and problem resolution with the Support levels defined in Appendix A. 2. SERVICES 2.1. InTime will provide the Services to Customer in accordance with applicable laws and regulation. The Services will be provided on the following basis: a) InTime will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: Docusign Envelope ID: 2C28DE70-6E07-4A01-BD32-F3CE0E07B6CF