Statement of Work, Master Professional Services Agreement, Mutual Confidentiality Agreement - SADA Systems, Inc

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charges, material fees and reasonable travel expenses (including air travel, ground transportation, lodging, meals and incidentals); provided Client has authorized such expenses prior to the date the expenses are incurred (which approval may be evidenced in an executed Statement of Work). SADA will provide Client with receipts or other documentation substantiating all such reimbursable costs and expenses. 6.3 Invoices and Payment. SADA will invoice Client for all amounts due under an executed Statement of Work; (A) in accordance with the schedule set forth in such executed Statement of Work, in the case of fixed fee engagements, and (B) monthly in arrears, in the case of Services provided on a time and materials basis. For Services performed on a time and materials basis, the invoice will include substantiating documentation, including the hourly rate of SADA Personnel performing Services and documentation indicating the hours worked and work performed. Each invoice submitted to Client pursuant to this Agreement will be due and payable by Client within 30 days of receipt. 6.4 Taxes. All amounts payable under this Agreement and any executed Statement of Work are exclusive of taxes, unless otherwise stated in such Statement of Work. Accordingly, SADA will add an amount equal to all applicable taxes and duties, however designated, that relate to or arise out of SADA's provision of the Services (other than taxes based upon SADA's net income), which amounts will be separately itemized on all invoices provided to Client, unless Client provides SADA with a valid tax exemption certificate authorized by the appropriate taxing authority. If Client is required by law to withhold any taxes from its payments to SADA, Client must provide SADA with an official tax receipt or other appropriate documentation to support such payments. If Client does not pay any taxes invoiced by SADA for which Client is responsible, SADA may make such payments on Client's behalf and Client agrees to reimburse SADA for such payments. 6.5 Disputed Fees and Late Payments. (A) Client agrees to notify SADA if Client disputes any amount or item in such invoice in good faith. Notwithstanding any dispute, Client will pay the undisputed portion of an invoice when due. If Client withholds any amount associated with disputed amounts pursuant to this Section, Client will provide SADA with a description of the basis for such withholding. Upon resolution of a dispute involving any withheld amounts, Client will pay SADA such portion, if any, of the disputed amount agreed or determined to be owed SADA. (B) If Client is delinquent in paying its invoices, SADA may suspend further work on behalf of Client in accordance with Section 3.4. Client is responsible for all reasonable expenses (including attorneys' fees) incurred by SADA in collecting delinquent amounts, except where such delinquent amounts are due to invoicing errors by SADA. 7. REPRESENTATIONS, WARRANTIES AND COVENANTS 7.1 Authorization. Each Party represents and warrants to the other that; (A) it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; and (B) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such Party. 7.2 Performance of Services. SADA represents, warrants and covenants to Client that the Services will be performed by qualified personnel with promptness and diligence in a workmanlike manner, consistent with applicable industry standards. 7.3 Viruses and Disabling Code. SADA will use commercially reasonable efforts to prevent the coding or introduction of viruses, disabling code or similar items into Client systems by SADA or its agents; and SADA will, in the event a virus, disabling code or similar item is found to have been introduced into any software deliverables or Client systems by SADA or its agents, at no additional charge, assist Client in reducing the effects of the virus, disabling code or similar item. 7.4 Disclaimer. OTHER THAN AS PROVIDED IN THIS AGREEMENT, NEITHER PARTY PROVIDES SADA Master Professional Services Agreement 5 Version 4.26.17