Common use of Compensation and Payment Terms Clause in Contracts

Compensation and Payment Terms. 4.1 Unless expressly modified in a PO or SOW: (a) The Services and/or the Deliverables shall be provided at the rates specified on Schedule A or as provided in any applicable PO or SOW (the “Fee(s)”), without increase during the Term or for the duration of such SOW or PO. Unless otherwise agreed to in writing, all necessary, pre-approved and reasonable travel, living and other related out of pocket expenses (“T&L Expenses”) to be incurred by Supplier shall be included within the Fee structure set forth in the applicable SOW or PO. To the extent Company agrees in writing to reimburse Supplier, Company shall reimburse Supplier for reasonable pre-approved T&L Expenses actually incurred by Supplier Personnel in accordance with Company’s then current Travel & Living policy which Supplier acknowledges can be found at the following Internet address xxxx://xxx.xxxxxxxxxx.xxx/html/GEPolicies.htm. Supplier shall either invoice T&L Expenses separately or clearly itemize such expenses on its invoices to Company. The foregoing shall be the entire compensation to be paid to Supplier and shall be in full discharge of any and all liability in contract or otherwise with respect to all Services rendered by the Supplier and Supplier Personnel. (b) All Fees will be paid in U.S. dollars and delivered to Supplier’s principal place of business specified in the first paragraph of this Agreement. (c) The Fee(s) shall not include applicable transaction taxes. If Supplier is required to pay any federal, state, county, provincial or local value added, sales and use, and/or goods and services tax, or similar applicable tax(es) by law based on the Services and Deliverables provided, Supplier shall include a line item for such taxes on all invoices (identifying type and amount thereof) and shall assume sole responsibility for tracking such taxes. Supplier shall ensure that the Fees are invoiced to Company in accordance with applicable rules to allow Company to reclaim any such value added and/or similar tax from the appropriate government authority. Supplier shall timely remit to the appropriate governmental tax agency all such taxes collected from Company, or the Company Affiliate issuing and executing the applicable SOW or PO. Nothing in this Agreement, however, shall require Company to pay any payroll, franchise, corporate, partnership, succession, transfer, income, excise, profits or income tax of Supplier. In the event Company is required by applicable law, regulation or tax authority having jurisdiction over Supplier’s activities in connection with this Agreement to withhold taxes for which Supplier is liable, Company shall deduct such taxes from payment to Supplier and provide to Supplier a valid tax receipt in Supplier’s name. If Supplier is exempt from or eligible for a reduced rate of withholding tax, Supplier shall provide to Company a valid tax residency certificate or other required documentation at least thirty (30) days prior to payment being due. Should either party realize that any tax included or omitted because of the transactions hereunder was made in error, the parties shall cooperate to resolve such overpayment or underpayment. (d) The ordinary net date (“Net Date”) shall be one hundred and fifty (150) days from the Payment Start Date. The Payment Start Date is the latest of (i) the required date identified on the applicable PO/SOW, (ii) the date of receipt of valid invoice by Company, or (iii) the received date of the Services and Deliverables in Company’s receiving system. The received date of the Services and the Deliverables in Company’s receiving system shall occur within forty- eight (48) hours of Company receiving written certification that the Services have been provided in accordance with the applicable PO or SOW. Unless Company initiates payment on an early payment discount date as described in subsection (e) below, Company shall initiate payment on the Monthly Batch Payment Date or the Quarterly Batch Payment Date as described in subsection (f) below or on the Net Date. (e) Company shall be entitled, either directly or through one of its Affiliates to take an early payment discount of 0.0292% of the gross invoice price (the “Daily Discount Rate”) for each day payment is initiated before the Net Date. If the Net Date falls on a weekend or holiday, the Net Date shall be moved to the next business day, and Company shall take an early payment discount for each day payment is initiated before that date. Alternatively, Company may take a flat early payment discount (the “Flat Discount”) for initiating payment on a date certain prior to the Net Date (the “Flat Discount Date”). The Flat Discount shall be calculated by applying the Daily Discount Rate for each day between the Flat Discount Date and the Net Date. If the Flat Discount Date falls on a weekend or a holiday, Company shall initiate payment to Supplier on the next business day and take the Flat Discount. Each early payment discount shall be rounded to the nearest one hundredth of a percent. The Daily Discount Rate is based in part on the 3 Month Libor Rate (defined below) in effect on the last business day of the month preceding the day when the first early payment discount is taken to settle an invoice (the “Base Libor Rate”). If the 3 Month Libor Rate in effect on the last business day of any month (the “Current Libor Rate”) differs from the Base Libor Rate, the Daily Discount Rate may be adjusted on the last business day of such month by 0.00003% for each basis point difference between the Current Libor Rate and the Base Libor Rate on the adjustment date. If the Daily Discount Rate is adjusted, the adjusted Daily Discount Rate shall be applied to all invoices posted for payment after the adjustment date. The “3 Month Libor Rate” shall be the three-month Libor rate published in the “Money Rates” section of The Wall Street Journal as the “London interbank offered rate, or Libor three month” (or, if not so published, as published in another nationally recognized publication) on the last business day of each month. If Company takes an early payment discount through an Affiliate hereunder, Supplier confirms that: (i) Company has assigned its right, title and interest in the related Deliverables and/or Services to such Affiliate and title to such Deliverables and/or Services shall pass directly to such Affiliate in accordance with the terms of this Agreement; (ii) once title to such Deliverables and/or Services has passed to such Affiliate, the Affiliate shall immediately and directly transfer such title to Company; and (iii) all of Supplier's obligations under this Agreement, including Supplier's representations and warranties, shall extend to and benefit Company as if title passed directly to Company.

Compensation and Payment Terms. 4.1 Unless expressly modified in a PO or SOW: (a) The Services and/or the Deliverables Supplier shall be provided at paid on a time and materials basis according to the rates specified on Fee Schedule attached hereto as Schedule A or as provided in any applicable PO or SOW (the “Fee(s)”), without increase during the Term or for the duration of such SOW or PO. Unless otherwise agreed to in writing, all necessary, pre-approved and reasonable travel, living and other related out of pocket with expenses (“T&L Expenses”) to be incurred by Supplier shall be included within the Fee structure set forth in the applicable SOW or PO. To the extent Company agrees in writing to reimburse Supplier, Company shall reimburse Supplier for reasonable pre-approved T&L Expenses actually incurred by Supplier Personnel reimbursed in accordance with Company’s then current Travel & Living policy which Supplier acknowledges can be found at the following Internet address xxxx://xxx.xxxxxxxxxx.xxx/html/GEPolicies.htmtravel policies. Supplier shall either invoice T&L Expenses separately comply with the guidelines set forth in Schedule E attached hereto; provided, however, that in the event Company determines that additional, or clearly itemize different, guidelines should apply to a specific project for which the Services are being performed, Supplier shall comply with any such expenses on its invoices to Companyproject specific guidelines. The foregoing shall will be the entire compensation to be paid to Supplier and shall will be in full discharge of any and all liability in contract or otherwise with respect to all Services rendered by the Supplier and Supplier Personnel. (b) All Fees fees will be paid in U.S. dollars and delivered to Supplier’s principal place of business specified in the first paragraph of this Agreement. (c) The Fee(s) shall Supplier’s price for the Services includes all sovereign, state and local sales, use, excise, privilege, payroll and/or occupational taxes, any value added tax that is not include recoverable by Company and any other taxes, fees, and/or duties applicable transaction taxesto the goods and/or Services purchased under this Order. If Supplier is required to pay any federal, state, county, provincial or local value added, sales and use, and/or goods and services tax, or similar applicable tax(es) obligated by law based on the Services and Deliverables providedto charge any value added and/or similar tax to Company, Supplier shall include a line item for such taxes on all invoices (identifying type and amount thereof) and shall assume sole responsibility for tracking such taxes. Supplier shall ensure that the Fees are if such value added and/or similar tax is applicable, that it is invoiced to Company in accordance with applicable rules so as to allow Company to reclaim any such value added and/or similar tax from the appropriate government authority. Supplier shall timely remit to Neither party is responsible for taxes on the appropriate governmental tax agency all such taxes collected from Company, other party’s income or the Company Affiliate issuing and executing income of the applicable SOW other party’s personnel or POsubcontractors. Nothing in this Agreement, however, shall require Company to pay any payroll, franchise, corporate, partnership, succession, transfer, income, excise, profits or income tax of Supplier. In the event If Company is required by applicable law, government regulation or tax authority having jurisdiction over Supplier’s activities in connection with this Agreement to withhold taxes for which Supplier is liableresponsible, Company shall will deduct such taxes withholding tax from payment to Supplier and provide to Supplier a valid tax receipt in Supplier’s name. If Supplier is exempt from such withholding taxes as a result of a tax treaty or eligible for a reduced rate of withholding taxother regime, Supplier shall provide to Company a valid tax treaty residency certificate or other required documentation tax exemption certificate at least a minimum of thirty (30) days prior to payment being due. Should either party realize that any tax included or omitted because of the transactions hereunder was made in error, the parties shall cooperate to resolve such overpayment or underpayment. (d) The ordinary All payments under this Agreement are net date (“Net Date”) shall be due one hundred and fifty twenty (150120) days from the Payment Start Date. The Payment Start Date is the latest later of (i) the required date identified on the applicable PO/SOW, (ii) the received date of the Services in Company’s receiving system or the date of receipt of valid invoice by Company, or (iii) the received date of the Services and Deliverables in Company’s receiving system. The received date of the Services and the Deliverables in Company’s receiving system shall will occur within forty- forty-eight (48) hours of Company receiving written certification confirmation that the Services have been provided in accordance with the applicable PO or SOW. Unless Company initiates payment on an early payment discount date as described in subsection (e) below, Company shall initiate payment on the Monthly Batch Payment Date or the Quarterly Batch Payment Date as described in subsection (f) below or on the Net Date. (e) Company shall be entitled, either directly or through one of its Affiliates entitled to take an early payment discount of 0.02920.0333% of the gross invoice price (the “Daily Discount Rate”) for each day before one hundred and twenty (120) days from the Payment Start Date that payment is initiated before made. For example, a discount of 3.5% would correspond to payment made one hundred and five (105) days early (i.e., fifteen (15) days after the Net Payment Start Date. If ) and a discount of 0.333% would correspond to payment made ten (10) days early (i.e., one hundred and ten (110) days after the Net Date falls on a weekend or holiday, the Net Date shall be moved to the next business day, and Company shall take an early payment discount for each day payment is initiated before that date. Alternatively, Company may take a flat early payment discount (the “Flat Discount”) for initiating payment on a date certain prior to the Net Date (the “Flat Discount Payment Start Date”). The Flat Discount shall be calculated by applying the Daily Discount Rate for each day between the Flat Discount Date and the Net Date. If the Flat Discount Date falls on a weekend or a holiday, Company shall initiate payment to Supplier on the next business day and take the Flat Discount. Each early payment discount shall be rounded to the nearest one hundredth of a percent. The Daily Discount Rate is has been calculated based in part on the 3 Month Libor a Prime Rate (defined below) in effect on the last business day of the month preceding the day when the first early payment discount is taken to settle an invoice 4.50% (the “Base Libor Prime Rate”). If the 3 Month Libor Prime Rate in effect on the last business day of any month (the “Current Libor Rate”) differs from exceeds the Base Libor Prime Rate, the Daily Discount rate will be adjusted on such date by 0.0007% for every twenty-five (25) basis points that the Prime Rate may be in effect on such date exceeds the Base Prime Rate; provided, however, that if the Prime Rate ever falls below the Base Prime Rate, then the Daily Base Discount Rate will remain 0.0333%. If the Daily Base Discount Rate is adjusted on the last business day of the month as set forth above, then such month by 0.00003% for each basis point difference between the Current Libor Rate and the adjusted Daily Base Libor Rate on the adjustment date. If the Daily Discount Rate is adjusted, the adjusted Daily Discount Rate shall will be applied applicable to all invoices posted for payment after during the adjustment datefollowing month. The For purposes of this Section, “3 Month Libor Prime Rate” shall be the three-month Libor rate Prime Rate as published in the “Money Rates” section of The Wall Street Journal as the “London interbank offered rate, or Libor three month” (or, if in the event that such rate is not so published, as published in another nationally recognized publication) on the last business day of each month. For example, if the Prime Rate exceeds the Base Prime Rate by 0.25%, on the last day of the month, the Daily Base Discount Rate for the following month will increase by 0.0007%. Thus, a discount of 0.34% would correspond to payment made ten (10) days early (i.e., one hundred and ten (110) days from the Payment Start Date). If the date Company takes an uses to calculate the early payment discount through falls on a weekend or a holiday, payment to Supplier will be made on the next business day with the full discount taken as if the payment had been made to Supplier on such weekend or holiday date. Notwithstanding anything to the contrary in this Order, if Company elects to take the early payment discount to settle an Affiliate hereunderinvoice, Supplier acknowledges and confirms that: (i1) Company has assigned its right, title and interest in the related Deliverables and/or Services to such Affiliate and title to such Deliverables and/or Services the deliverables, goods and services shall pass directly to such Affiliate Company in accordance with the terms of this AgreementOrder; (ii2) once title to such Deliverables and/or Services the deliverables, goods and services has passed to such AffiliateCompany, the Affiliate Company shall immediately and directly transfer such title to Company; and (iii) all of Supplier's obligations under this Agreement, including Supplier's representations and warranties, shall extend to and benefit Company as if title passed directly to Company.and

Compensation and Payment Terms. 4.1 4.1. Unless expressly modified in a PO or SOW: (a) The Services and/or the Deliverables 4.1.1. Supplier shall be provided at the rates specified paid on Schedule A or a time and materials basis as provided in any applicable PO or SOW (the “Fee(s)”), without increase during the Term or for the duration of such SOW or PO. Unless otherwise agreed to in writing, all necessary, pre-approved and reasonable travel, living and other related out of pocket with expenses (“T&L Expenses”) to be incurred by Supplier shall be included within the Fee structure set forth in the applicable SOW or PO. To the extent Company agrees in writing to reimburse Supplier, Company shall reimburse Supplier for reasonable pre-approved T&L Expenses actually incurred by Supplier Personnel reimbursed in accordance with Companythe Progress’s then current Travel & Living policy which Supplier acknowledges can be found at the following Internet address xxxx://xxx.xxxxxxxxxx.xxx/html/GEPolicies.htm. Supplier shall either invoice T&L Expenses separately or clearly itemize such expenses on its invoices to Company. and Expense Policy attached hereto as Schedule E. The foregoing shall will be the entire compensation to be paid to Supplier and shall will be in full discharge of any and all liability in contract or otherwise with respect to all Services rendered by the Supplier and Supplier Supplier’s Personnel. (b) 4.1.2. All Fees fees will be paid in U.S. dollars Dollars and delivered to Supplier’s principal place of business address as specified in on the first paragraph of this AgreementFee Schedule, PO and/or SOW. (c) The Fee(s) 4.1.3. Progress shall not include reimburse Supplier for administrative or account management fees, or incidental expenses such as copying, faxes, postage, etc. 4.2. Progress shall be responsible only for sovereign, state and local sales, use, excise, and value added tax that is not recoverable by Progress and any other taxes, fees, and/or duties applicable transaction taxesto the goods and/or Services purchased under the PO and/or SOW. Any taxes for which Progress is responsible must be listed as separate line items on Supplier’s invoice. If Supplier is required to pay any federal, state, county, provincial or local value added, sales and use, and/or goods and services tax, or similar applicable tax(es) obligated by law based on the Services and Deliverables providedto charge any value added and/or similar tax to Progress, Supplier shall include a line item for such taxes on all invoices (identifying type and amount thereof) and shall assume sole responsibility for tracking such taxes. Supplier shall ensure that the Fees are if such value-added and/or similar tax is applicable, that it is invoiced to Company Progress in accordance with applicable rules so as to allow Company Progress to reclaim any such value value-added and/or similar tax from the appropriate government authority. Supplier shall timely remit to Neither party is responsible for taxes on the appropriate governmental tax agency all such taxes collected from Company, other party’s income or the Company Affiliate issuing and executing income of the applicable SOW other party’s personnel or POsubcontractors. Nothing in this Agreement, however, shall require Company to pay any payroll, franchise, corporate, partnership, succession, transfer, income, excise, profits or income tax of Supplier. In the event Company If Progress is required by applicable law, government regulation or tax authority having jurisdiction over Supplier’s activities in connection with this Agreement to withhold taxes for which Supplier is liableresponsible, Company shall Progress will deduct such taxes withholding tax from payment to Supplier and provide to Supplier a valid tax receipt in Supplier’s name. If Supplier is exempt from such withholding taxes as a result of a tax treaty or eligible for a reduced rate of withholding taxother regime, Supplier shall provide to Company Progress a valid tax treaty residency certificate or other required documentation tax exemption certificate at least a minimum of thirty (30) days prior to payment being due. Should either party realize that any tax included or omitted because of the transactions hereunder was made in error, the parties shall cooperate to resolve such overpayment or underpayment. 4.3. Supplier shall comply with and pay all contributions, taxes, assessments, charges and premiums payable under federal, state and local laws measured upon the payroll of Supplier’s Personnel engaged in Services hereunder, and all sales, use, excise, transportation, privilege, occupational, consumer and other taxes not required by law to be collected from Progress and all assessments and charges for unemployment compensation, old age pensions or benefits, annuities or other charges imposed by federal or state law or regulation, and shall hold Progress harmless from liability for any such contributions, taxes, premiums, charges or assessments. 4.4. Within thirty (d) The ordinary net date (“Net Date”) shall be one hundred and fifty (15030) days from the Payment Start Date. The Payment Start Date is the latest of (i) the required date identified on the applicable PO/SOW, (ii) the date of receipt termination of valid this Agreement as provided herein, Supplier will invoice by Company, or (iii) the received date of the Services and Deliverables in Company’s receiving system. The received date of the Services be paid for all outstanding fees based on actual time incurred and the Deliverables in Company’s receiving system shall occur within forty- eight (48) hours of Company receiving written certification that the Services have been provided in accordance with the applicable PO or SOW. Unless Company initiates payment on an early payment discount date as described in subsection (e) below, Company shall initiate payment on the Monthly Batch Payment Date or the Quarterly Batch Payment Date as described in subsection (f) below or on the Net Date. (e) Company shall be entitled, either directly or through one of its Affiliates to take an early payment discount of 0.0292% of the gross invoice price (the “Daily Discount Rate”) for each day payment is initiated before the Net Date. If the Net Date falls on a weekend or holiday, the Net Date shall be moved to the next business day, and Company shall take an early payment discount for each day payment is initiated before that date. Alternatively, Company may take a flat early payment discount (the “Flat Discount”) for initiating payment on a date certain prior to the Net Date (the “Flat Discount Date”). The Flat Discount shall be calculated by applying the Daily Discount Rate for each day between the Flat Discount Date and the Net Date. If the Flat Discount Date falls on a weekend or a holiday, Company shall initiate payment to Supplier on the next business day and take the Flat Discount. Each early payment discount shall be rounded to the nearest one hundredth of a percent. The Daily Discount Rate is based in part on the 3 Month Libor Rate (defined below) in effect on the last business day of the month preceding the day when the first early payment discount is taken to settle an invoice (the “Base Libor Rate”). If the 3 Month Libor Rate in effect on the last business day of any month (the “Current Libor Rate”) differs from the Base Libor Rate, the Daily Discount Rate may be adjusted on the last business day of such month by 0.00003% for each basis point difference between the Current Libor Rate and the Base Libor Rate on the adjustment date. If the Daily Discount Rate is adjusted, the adjusted Daily Discount Rate shall be applied to all invoices posted for payment after the adjustment date. The “3 Month Libor Rate” shall be the three-month Libor rate published in the “Money Rates” section of The Wall Street Journal as the “London interbank offered rate, or Libor three month” (orSuppliers standard billing rates, if not so publisheddetailed otherwise in the SOW governing the services provided, as published well as all authorized out-of-pocket costs, as follows: Admin/Support Staff $110 Analyst $225 Consultant $375 Project leader $475 Partner/Engagement Leader $650 4.6. When any applicable governmental law, rule or regulation makes any payment prohibited or improper or requires the payment of a reduced fee, the portion of the fee so affected shall not be paid or if paid shall be refunded to Progress. 4.7. Progress shall be entitled at all times to set off any amount owing at any time from Supplier to Progress or its Affiliates in another nationally recognized publication) on connection with this or any other agreement between Supplier and Progress or its Affiliates. 4.8. This Section will survive the last business day of each month. If Company takes an early payment discount through an Affiliate hereunder, Supplier confirms that: (i) Company has assigned its right, title and interest in the related Deliverables and/or Services to such Affiliate and title to such Deliverables and/or Services shall pass directly to such Affiliate in accordance with the terms expiration or termination of this Agreement; (ii) once title to such Deliverables and/or Services has passed to such Affiliate, the Affiliate shall immediately and directly transfer such title to Company; and (iii) all of Supplier's obligations under this Agreement, including Supplier's representations and warranties, shall extend to and benefit Company as if title passed directly to Company.