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needs of a specific project.
<br />e. "Works" means works of authorship fixed in any tangible medium of expression by
<br />Crowe or its officers, employees, agents, and sub -contractors in the course of performing
<br />Services pursuant to an SOW, including, but not limited to, notes, specifications, drawings,
<br />blueprints, flow charts, memoranda, correspondence, records, notebooks, computer
<br />programs, data bases, documentation, reports, and charts, regardless of the medium in
<br />which they are fixed, and all copies, in whole or in part, thereof. "Works" does not include any
<br />work of authorship which was fixed in a tangible medium of expression by Crowe or its
<br />officers, employees, agents and sub -contractors prior to the date of an SOW, nor does it
<br />include any modifications, changes, enhancements, conversions, upgrades or additions
<br />thereto, unless such work of authorship was fixed in a tangible medium of expression in the
<br />course of performing work or services pursuant to a prior SOW under this Agreement.
<br />2. Statements of Work.
<br />a. Client hereby engages Crowe as an independent contractor to provide
<br />Services on a project -by -project basis as set forth in individual executed Statements of Work.
<br />Only SOWs executed by the parties will be effective, and each SOW is a separate
<br />engagement. No third party or organization is intended to rely on the Services rendered by
<br />Crowe under this Agreement or under any SOW.
<br />b. Crowe will supply Client with the Services as described in an SOW. Each
<br />executed SOW will reference this Agreement, be numbered consecutively, will be attached
<br />hereto and incorporated as part of this Agreement, and must be subject to the terms and
<br />conditions of this Agreement. If there is any inconsistency between a term in an SOW and
<br />this Agreement, the term in the SOW will control, except that the terms and provisions of
<br />Paragraph 7 (Disclaimer of Warranties), Paragraph 8 (No Punitive or Consequential
<br />Damages), Paragraph 9 (Limitation of Liability), and Paragraph 10 (Third -Party
<br />Indemnification) will control over any inconsistent terms in an SOW and nothing in an SOW
<br />will be deemed to change or supersede the terms and provisions in Paragraphs 7, 8, 9, and
<br />10. Further, nothing in any SOW will be construed as modifying the responsibilities set forth in
<br />Paragraph 3 ("Crowe's Responsibilities") and/or Paragraph 4 ("Client's Responsibilities")
<br />unless such paragraph is specifically identified in the SOW.
<br />C. Crowe will not perform Services until an SOW for such Services is executed
<br />by the parties. Any changes that affect the Services set forth in an SOW will be documented
<br />and agreed upon in writing by the parties. Because a change could affect the cost, schedule
<br />or other terms of an SOW, the parties must approve each change in writing before
<br />implementing the change. While a change is being reviewed and until the parties approve the
<br />change in writing, the parties will continue to proceed in accordance with the SOW and
<br />schedule then in effect. If Client requests that Crowe re-examine work previously performed,
<br />such re-examination will be Services separate from the previous SOW and will be performed
<br />under a separate SOW.
<br />3. Crowe's Responsibilities.
<br />a. Crowe will meet with the Management Representative and assist in
<br />developing the scope of Services to be rendered under an SOW. All Services and the scope
<br />of such Services will be approved by the Management Representative identified in the
<br />applicable SOW. Each SOW will establish the scope and frequency of the Services to be
<br />performed. Crowe will direct, supervise, and perform the day-to-day performance of the
<br />Services, and the Management Representative will be responsible for reviewing and
<br />approving the scope and the results of the Services, in accordance with parameters included
<br />in the SOW.
<br />MSA
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