Master Services Agreement (2015)Full Document 

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MASTER SERVICES AGREEMENT

BY AND BETWEEN

WIPRO

SOLUTIONS

CANADA

LIMITED

AND

SMART TECHNOLOGIES ULC

Confidential

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MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is made effective this 31st day of March, 2015 ("Effective Date" ) by and between Wipro Solutions Canada Limited, a company incorporated under the laws of Canada, having a place of business at #100 Milner Building, 10040-104 Street, Edmonton, Alberta, T5J 0Z2 (hereinafter referred to as "Wipro"), and SMART Technologies ULC, a company incorporated under the laws of Alberta and having its principal office at 3636 Research Road NW, Calgary, AB, T2L 1Y1 (hereinafter referred to as "Company" or "SMART" ). Each of Wipro and Company may be referred to as a "Party" or collectively as "the Parties."

Both Parties understand and agree this is not an exclusive relationship. Company may retain additional suppliers to perform different and/or similar Services or Deliverables as those provided under this Agreement.

In consideration of the mutual covenants and agreements contained herein, Wipro and Company agree as follows:

1. SERVICES AND PROJECT MANAGEMENT

1.1 Statement of Work. Wipro agrees to provide certain information technology, software development and/or outsourcing services (the "Services") to Company that are mutually agreed from time to time between the Parties under one or more statements of work. The specific Services will be set forth in one or more Statements of Work that the Parties may execute pursuant to this Agreement ("Statement of Work" or "SOW"). Each SOW shall be incorporated into and become part of this Agreement and be governed by the provisions of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and a SOW, the provisions of the Agreement shall prevail unless the Parties have obtained the express written consent of authorized signatories of each Party to deviate from the terms and conditions of the Agreement for a particular SOW. With respect to Wipro, an authorized signatory must hold the title of Corporate Vice President or higher. The Parties shall not be required to commence work under this Agreement unless a Statement of Work is duly executed. To the extent applicable, "Deliverables" shall mean those items described and itemized in the SOW as work products or ongoing services to be developed and delivered by Wipro pursuant to such SOW.

1.2 Project Management. Wipro will designate at least one (1) individual in the Statement of Work to act as a primary point of contact between the Parties with respect to the Services and Company will designate individual(s) if it will share in the management of the project ("Project Managers"). For clarity, some SOWs will be solely managed by Wipro and in these scenarios no Project Manager will be assigned by Company. In such scenarios Wipro’s Project Manager shall report to Company’s senior management (director level or above). Project Managers will be responsible for technical and project-level decisions within the scope of this Agreement (including, for example, staffing decisions, Change Orders, and Acceptance of Deliverables) that are binding on their respective entities. Amendments to this Master Services Agreement, however, must be made in accordance with the clause hereto governing contract amendments.

Confidential

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1.3 Project-Level Communication. Wipro and Company will communicate about the Services in a manner that ensures the timely and accurate exchange of technical, managerial and project-related information between them. Such communications may include periodic teleconferences, written status reports and such other communications as the Parties deem appropriate for the particular Services and as may be set forth in a SOW.

1.4 Changes to Services. Either Party may request a change order ("Change Order") in the event of actual or anticipated change(s) to the agreed scope of Services, Deliverables, project schedule, fee, or any other aspect of the Statement of Work. Wipro will prepare a Change Order reflecting the proposed changes, including but not limited to the impact on the Deliverables, project schedule, and fee. Absent a Change Order signed by the Parties, Wipro shall not be bound to perform any additional or out-of-scope services beyond what is stated in the SOW. The Parties agree to negotiate all Change Order requests expeditiously and in good faith. The Parties further agree that: (a) Wipro
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