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to such Statement of Work and not to future Statements of Work. Changes to the scope of the Services described in a Statement
<br />of Work will be made only in a writing executed by authorized representatives of both parties. Seller will have no obligation to
<br />commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both
<br />parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable
<br />Statement of Work. Each Statement of Work may be signed in separate counterparts each of which shall be deemed an original
<br />and all of which together will be deemed to be one original.
<br />5. Cooperation
<br />5A. In addition to any specific Customer duties set forth in any applicable Statement of Work, Customer agrees to
<br />cooperate with Seller in connection with performance of the Services by providing (i) timely responses to Seller's inquiries and
<br />requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are
<br />necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and
<br />computer access to Customer's computer systems, and (iii) all Required Consents necessary for Seller to provide the Services.
<br />"Required Consents" means consents or approvals required to give Seller, its Affiliates, and its and their subcontractors the right
<br />or license to access, use and modify all data and third party products. Customer acknowledges and agrees that the Services are
<br />dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the
<br />agents, employees or subcontractors ("Personnel") engaged or appointed by Customer who are selected by Customer to work
<br />with Seller.
<br />5B. Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to
<br />Seller from time to time.
<br />6. Access
<br />Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as Seller and
<br />Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt to perform such
<br />Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide
<br />Seller access to Customer's staff and any other Customer resources (and when the Services are provided at another location
<br />designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to
<br />provide the Services. When the Services are provided on Customer's premises or at another location designated by Customer,
<br />Customer agrees to maintain adequate insurance coverage to protect Seller and Customer's premises and to indemnify and hold
<br />Seller and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but
<br />not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or
<br />destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller's
<br />gross negligence or willful misconduct.
<br />7. Payment
<br />7A. Orders are not binding upon Seller until accepted by Seller. Customer agrees to pay the total purchase price for the
<br />Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to Seller as
<br />a result of using Customer's carrier account number. Terms of payment are within Seller's sole discretion. In connection with
<br />Services being performed pursuant to a Statement of Work, Customer will pay for the Services in the amounts and in accordance
<br />with any payment schedule set forth in the applicable Statement of Work. If no payment schedule is provided, Customer will pay
<br />for the Services as invoiced by Seller. Invoices are due and payable within the time period specified on the invoice, measured
<br />from the date of invoice, subject to continuing credit approval by Seller. Seller, or any of its Affiliates on behalf of Seller may
<br />issue an invoice to Customer. Seller may invoice Customer separately for partial shipments, and Seller may invoice Customer for
<br />all of the Services described in a Statement of Work or any portion thereof. Customer agrees to pay interest on all past -due sums
<br />at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will
<br />indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any
<br />federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or
<br />otherwise associated with any Statement of Work, the Products or the Services. Customer must claim any exemption from such
<br />taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. In the event of a
<br />payment default, Customer will be responsible for all of Seller's costs of collection, including, but not limited to, court costs,
<br />filing fees and attorneys' fees. In addition, if payments are not received as described above, Seller reserves the right to suspend
<br />Services until payment is received.
<br />7B. Customer hereby grants to Seller a security interest in the Products to secure payment in full. Customer authorizes
<br />Seller to file a financing statement reflecting such security interest. Except as otherwise specified on an applicable Statement of
<br />Work, Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the
<br />performance of the Services, including, but not limited to, travel and living expenses.
<br />8. Export Sales
<br />If this transaction involves an export of items (including, but not limited to, commodities, software or technology) subject to the
<br />Export Administration Regulations, such items were exported from the United States by Seller in accordance with the Export
<br />Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to United States
<br />law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person
<br />within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining
<br />2019-11-13
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