# PROFESSIONAL SERVICES REQUIREMENTS

1. **Definitions D**.  
   1.1 “**Acceptance Criteria**” means any acceptance criteria described in an applicable Order or otherwise provided to Supplier by Visa.  
   1.2 “**Project Schedule**” means any project schedule described in an applicable Order or otherwise provided to Supplier by Visa.  
   1.3 “**Transition Plan**” means any transition plan described in an applicable Order or otherwise provided to Supplier by Visa.

2. **Professional Services**.  
   2.1 **Development**. Supplier will develop and deliver to Visa any Deliverables in accordance with the applicable Specifications. Supplier shall follow best industry standards, any Transition Plan, and any other standards set forth in the applicable Order.  
   2.2 **Project Schedule**. Supplier shall comply with the Project Schedule. The Project Schedule will be the governing document regarding all timelines, and any changes to the Project Schedule will be mutually agreed upon by the parties.  
   2.3 **Critical Project Dates**. If the Project Schedule identifies milestones that must be achieved by certain dates (“**Critical Project Dates**”), Supplier shall immediately notify Visa when Supplier has reason to believe that it is likely to miss a Critical Project Date. If Supplier fails or will fail to meet a Critical Project Dates, Supplier shall present a plan to Visa describing how Supplier intends to remedy any such failure to minimize any adverse effects on the remainder of the Project Schedule or the Professional Services. Where applicable, Supplier shall increase resources to minimize any such adverse effects. The foregoing shall not limit any rights or remedies of Visa for Supplier’s delay.  
   2.4 **Reporting**. Supplier shall provide weekly status reports to Visa’s Project Manager in a mutually agreed-upon format. Such reports shall describe Supplier’s progress on any Deliverables and milestones, estimated time to completion, confirmation that Supplier is on track to meet any in-progress Critical Project Date(s), and any issues or problems encountered.  
   2.5 **Documentation and Training**. Upon Visa’s request or as otherwise set forth in any applicable Order, Supplier shall prepare and deliver to Visa Documentation that fully documents the function and use of any Deliverables and Services. Supplier shall develop any training materials and perform any training services described in the applicable Order.

3. **Acceptance**. All Deliverables are subject to Visa’s written acceptance. Visa may reject any Deliverable that does not comply with the Acceptance Criteria. Unless otherwise stated in the applicable Order, Visa shall notify Supplier in writing within thirty days after receiving a Deliverable whether Visa accepts or rejects that Deliverable. Failure to accept or reject a Deliverable within the acceptance period will not result in deemed acceptance. If Visa rejects a Deliverable, Visa may, at its sole option: (A) allow Supplier an opportunity to modify the Deliverable, at Supplier’s expense, so that the Deliverable complies with the Acceptance Criteria; or (B) terminate the applicable Order. If Visa terminates an Order in accordance with subsection (B) of this Acceptance Section, Supplier shall refund all Fees paid by Visa to Supplier under the applicable Order for Deliverables that have not been accepted by Visa as of the effective date of such termination.

4. **Background Checks**. Supplier agrees that background investigations by Visa or its designee, including criminal history to the extent permitted and conducted in accordance with Applicable Law, are required, at Visa’s or a Visa Client’s expense, for all Supplier Personnel (including Subcontractors) who: (A) in their performance under this Agreement will be unescorted onsite at Visa’s or its Affiliates’ facility or (B) have access to any of Visa’s or its Affiliates’ information technology systems (collectively “**Key Personnel**”). Prior to such Key Personnel engaging with Visa or its Affiliates, Supplier will provide, at a minimum, the name and contact information of each of such Key Personnel.