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EN. INNERS • SCICNT1ST5 JNSTRll CTCRS FORMS- 110.2013
<br />SYMBIONT® SCIENCE, ENGINEERING AND CONSTRUCTION, INC.
<br />TERMS AND CONDITIONS OF AGREEMENT
<br />These Terms and Conditions of Agreement form the Agreement under which services are to be performed by Symbiont
<br />Science, Engineering and Construction, Inc. (hereinafter referred to as Symbiont) upon acceptance of the attached Proposal
<br />by the Client. The Scope of Work, Project Cost and Project Schedule sections of the attached Proposal are incorporated by
<br />reference into these Terms and Conditions of Agreement and are part of the Agreement.
<br />Article 1. Scope of Work
<br />It is understood that the Scope of Work and the Project Schedule defined in the Proposal are based, in part, on the
<br />information provided by the Client. If this information is incomplete or inaccurate, or if site conditions are encountered which
<br />materially vary from those indicated by the Client, or if the Client directs Symbiont to change the original scope of work
<br />established by the Proposal, a written amendment to this Agreement equitably adjusting the costs and /or performance time
<br />thereunder, shall be executed by the Client and Symbiont as soon as practicable in accordance with Article 28 below. In the
<br />event that the Client and Symbiont cannot agree upon the terms and conditions of such amendment, either party may
<br />terminate this Agreement immediately upon written notice to the other in accordance with Article 9, Termination.
<br />Symbiont shall perform only the services specified in the Scope of Work portion of the Proposal or an amendment thereto as
<br />referenced above. Services provided by Symbiont shall be subject to the provisions of this Agreement, including these
<br />Terms and Conditions of Agreement, any supplemental conditions incorporated herein, and any written amendments as
<br />referenced above. Symbiont shall invoice its costs, and Client shall provide payment for all services provided in accordance
<br />with Article 2 below.
<br />Article 2. Fees, Billing and Payment
<br />Symbiont's fee estimate is effective for thirty (30) days from the date of the Proposal. Thereafter, Symbiont shall have the
<br />right to modify its fee estimate. The Client recognizes that Symbiont's fee estimate does not include potentially applicable
<br />sales and use taxes.
<br />The Client recognizes that time is of the essence with respect to payment of Symbiont's invoices, and that timely payment is
<br />a material part of the consideration of this Agreement.
<br />Invoices will be submitted by Symbiont no more frequently than monthly, and shall be due and payable within thirty (30)
<br />calendar days of the invoice date. If the Client objects to all or any portion of an invoice, the Client shall so notify Symbiont
<br />within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay when due that portion of
<br />the invoice, if any, not in dispute. In the event that Symbiont and the Client cannot resolve the dispute regarding invoiced
<br />amounts within thirty (30) days after receipt by Symbiont of the aforementioned notice, the dispute shall be submitted to
<br />dispute resolution pursuant to Article 11, below.
<br />The Client shall pay an additional charge of one- and - one -half (1.5) percent (or the maximum percentage allowed by law,
<br />whichever is lower) of the invoiced amount per month for any payment received by Symbiont more than thirty (30) calendar
<br />days from the date of the invoice, excepting any portion of the invoiced amount in dispute and resolved in favor of Client.
<br />Payment of invoices is in no case subject to unilateral discounting or setoffs by the Client.
<br />Application of the percentage rate indicated above as a consequence of the Client's late payments does not constitute any
<br />willingness on Symbiont's part to finance the Client's operation and no such willingness should be inferred.
<br />If the Client fails to pay undisputed invoiced amounts within thirty (30) calendar days of the date of the invoice, Symbiont
<br />may at any time, without waiving any other claim against the Client or the right to pursue any other remedy against the Client
<br />and without thereby incurring any liability to the Client, suspend this Agreement, as provided for in Article 8, Suspension, or
<br />terminate this Agreement, as provided for in Article 9, Termination.
<br />Article 3. Confidentiality
<br />Symbiont and Client shall hold confidential all business or technical information obtained from the other or its affiliates under
<br />this Agreement for a period of five (5) years after obtaining such information, and during that period shall not disclose such
<br />information without the other's consent except to the extent required for (1) performance of services under this Agreement;
<br />(2) compliance with professional standards of conduct for preservation of the public safety, health and welfare; (3)
<br />compliance with any law, regulation, ordinance, subpoena, court order or governmental request; or (4) protection of the
<br />disclosing party against claims or liabilities arising from performance of services under this Agreement. In the event
<br />disclosure may be required for any of the foregoing reasons, the disclosing party will, except where immediate notification is
<br />required by law or regulation or is, in the judgment of Symbiont's counsel required to limit Symbiont's liability, notify the other
<br />party in advance of disclosure. The parties' obligations hereunder shall not apply to information in the public domain or
<br />information lawfully acquired on a non - confidential basis from others.
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