AESTIVA PROFESSIONAL SERVICES AGREEMENT (PSA) 
Professional Services Agreement for small business, government, non-profit, 
corporate, and enterprise customers.

This agreement is between_____________________ of______________________ (Customer),
and Aestiva Software, Inc., of 22760 Hawthorne Blvd. Suite 101, Torrance, CA 90505 (Aestiva). Customer 
hereby agrees to the terms provided below. Customer understands this agreement takes precedence
over other agreements between Aestiva and the Customer.

AUTHORIZATION
Customer authorizes Aestiva to bill Customer for services at Aestiva's published rates and terms.
Aestiva rates appear on Aestiva's Professional Service Rates web page at: 

    http://www.aestiva.com/rates

CONSULTING SERVICES
Aestiva time is provided on a consulting basis. All time spent in the performance of the service 
relationship is billable with the exception of time spent delivering services explicitly covered 
by existing support and license agreements. Billable time includes time spent in development, 
programming, design, specification, communication, documentation, and management. Billable time 
compensates Aestiva for time unrelated to the interpreted value of the work and/or future work 
required or not required.

RETAINED SERVICE AGREEMENTS (RSAs)
Aestiva prioritizes work on a first-come basis unless customer has a Retained Services 
Agreement (RSA). RSAs include Priority Support Response, the assignment of an Account Manager, 
and RSA billing rates. RSA billing rates are applied until the RSA Retainer amount has been 
exhausted for the month, after which, Aestiva's standard rates apply.

BLANKET PO
Customer agrees to issue Aestiva a blanket PO for no less than 100% of estimated costs before 
initiating work with Aestiva. Upon request, Aestiva will issue weekly billing summaries, at no 
additional cost. To guard against unexpected costs, customer may request a not-to-exceed limit. 
When presented with such a request, Aestiva will suspend work for Customer after the specified 
number of whole days if not authorized to continue work by the Customer. Such notice should be
faxed to Aestiva, c/o the project manager assigned to the Customer Project. Such suspension 
does not apply to phone, email and other time spent by Aestiva in communications with the 
Customer, if initiated by the Customer.

BILLING INFORMATION
Services are billed against a Blanket Purchase Order. If payment is to be applied to a charge or
credit card, Aestiva will charge the credit card below. If authorized for invoicing, Aestiva will
fax and email invoices and statements to the addresses below. 

Company: __________________________________________

IF CHARGING A CREDIT CARD, BILL CARD BELOW:
Card Holder:
Name: __________________________________________
Address: __________________________________________

Signature:__________________________________________
Type: [ ] Amex [ ] Master Card [ ] Visa
Number: __________________________________________
Expires: __________________________________________

IF APPROVED FOR INVOICING, SEND INVOICES TO:
Fax: __________________________________________
Attention: __________________________________________
Phone: __________________________________________

Email: ________________@_________________________
Attention: __________________________________________
Phone: __________________________________________


RATE CHANGES AND NOTICE
Aestiva may change its billing rates and policies from time to time. Such changes will be posted 
on its Service Rates web page and take effect no less than 30 days from the time Customer is 
notified by Email or Fax of the rate change.

HANDLING OF ADVANCE PAYMENTS
Aestiva may require, from time to time, an Advance Payment to provide services. In such event, 
the advance payment shall be due immediately. Future invoices will draw from the Advance Payment 
until the Advance Payment is used in full. Subsequent billing will not require an Advance Payment 
if Customer is in good standing as defined by Aestiva.

LIMITS ON LIABILITY
Customer understands services provided by Aestiva do not provide the Customer any rights to 
Aestiva software, even if such services include the modification of Aestiva software. Customer 
understands that Aestiva shall not be liable for any and all losses resulting at any time from 
the services provided by Aestiva or any other losses due directly or indirectly to services 
completed or not completed by Aestiva. Customer agrees to limit Aestiva's liability to amounts 
paid by Customer and understands Aestiva delivers services as-is since it charges for its time, 
not results. However, Aestiva shall make a good faith effort to deliver Customer requests with 
minimum or no errors or omissions. 

DISPUTES AND ARBITRATION
Customer agrees to provide Aestiva immediate mail or fax notice in the event of a dispute. 
Such notice shall be provided within one week of discovery. In such event Customer agrees to 
work with Aestiva to resolve the issue. If agreement is not reached, the dispute shall be be 
referred to the county where the work was done in accordance with the applicable United States 
Arbitration and Mediation Rules of Arbitration. The arbitrator's decision shall be final and 
legally binding and judgment may be entered thereon. Each party shall be responsible for its 
share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the 
event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's 
award, or fails to comply with the arbitrator's award, the other party is entitled to costs of 
suit, including a reasonable attorney's fee for having to compel arbitration or defend or 
enforce the award.

TERM
This agreement shall remain in affect for five years but may be cancelled at any time by either 
Aestiva or the Customer. Cancellation will stop all work and future billing but does not cancel 
the payment, liability or arbitration obligations by the Customer, or Aestiva's recourse to 
collect past-due amounts for services provided under this agreement.


_____________________________       _____________________________
Name and Title of Customer          Name and Title of Aestiva Manager


_____________________________       _____________________________
Signature and Date                  Signature and Date