Common use of Compensation for Services Clause in Contracts

Compensation for Services. (a) Each Recipient shall pay the applicable Provider for the Services in accordance with the fee schedule set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on the last business day of each calendar month immediately following the month in which an invoice for such fees is received by the Recipient. Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees and such fees may be included, without prejudice, in a later invoice delivered to the Recipient. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in accordance with such Provider’s customary travel policy, within thirty (30) days of receipt of an invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient Zedge shall pay the applicable Provider IDT for the Services in accordance with the fee schedule or fee structure or calculation methodology set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on Zedge within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A, shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the RecipientZedge. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider IDT in providing such Service, including a reasonable and good faith allocation of overhead expenses of such ProviderIDT, which shall include an implied profit margin thereon not to exceed three percent (3%). Upon request of the RecipientZedge, the Provider IDT shall deliver to Recipient Zedge, on a monthly basis, such reasonable and relevant information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%allocation of each of IDT’s employees delivering the actual Service. (d) Unless otherwise specified on a Schedule A, a Recipient Zedge shall reimburse the applicable Provider IDT for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider IDT in providing the Services in accordance with such ProviderIDT’s customary travel policy, . Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider IDT for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient Zedge to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient Zedge to a Provider IDT shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider IDT to Recipient Zedge from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient shall pay the applicable Provider for the Services in accordance with the fee schedule set forth on an applicable Schedule A.A . (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A , shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the Recipient. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in providing the Services in accordance with such Provider’s customary travel policy, . Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient Xxxxxx shall pay the applicable Provider IDT for the Services in accordance with the fee schedule or fee structure or calculation methodology set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on Xxxxxx within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A, shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the RecipientXxxxxx. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider IDT in providing such Service, including a reasonable and good faith allocation of overhead expenses of such ProviderIDT, which shall include an implied profit margin thereon not to exceed three percent (3%). Upon request of the RecipientXxxxxx, the Provider IDT shall deliver to Recipient Xxxxxx, on a monthly basis, such reasonable and relevant information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%allocation of each of IDT’s employees delivering the actual Service. (d) Unless otherwise specified on a Schedule A, a Recipient Xxxxxx shall reimburse the applicable Provider IDT for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider IDT in providing the Services in accordance with such ProviderIDT’s customary travel policy, policy provided that Xxxxxx approves such expenses in advance and in writing. Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider IDT for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient Xxxxxx to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient Xxxxxx to a Provider IDT shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider IDT to Recipient Xxxxxx from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient shall pay the applicable Provider for the Services in accordance with the fee schedule or fee structure or calculation methodology set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A, shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the Recipient. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider, which shall include an implied profit margin thereon not to exceed three percent (3%). Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in providing the Services in accordance with such Provider’s customary travel policy, . Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient 1. Owner shall pay make payment for services monthly. The payments shall be in proportion to the applicable Provider progress of the Consultant’s work. 2. Consultant shall submit requests for payment monthly on forms provided and in the manner prescribed by Owner. 3. Consultant shall be paid for authorized Additional Services and Reimbursables on the basis of a lump sum or not to exceed amount agreed upon with Owner on the basis of the rate gu idelines set forth in Attachment A to this Agreement. 4. In the event Consultant and Owner cannot agree to a stipulated sum for Additional Services compensation, Consultant shall proceed with the Additional Services and the compensation for such Additional Services shall be determined on a time and expenses basis in accordance with the fee schedule rate guidelines set forth on an applicable Schedule in Attachment A. (b) Unless otherwise specified on a Schedule A5. When requesting payment for Additional Services or reimbursable expenses, such fees Consultant shall be paid by submit an itemized billing referencing the specific authorizing document and showing unit cost and quantity of each Recipient item billed. 6. For all authorized services rendered, Consultant must submit requests for payment monthly on the last business day of each calendar month immediately following forms provided and in the month in which an invoice for such fees is received by the Recipientmanner prescribed. Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month Owner shall not be deemed a waiver of such fees and such fees may be included, without prejudice, in a later invoice delivered to the Recipient. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in accordance with such Provider’s customary travel policy, make payment within thirty (30) days from receipt of Consultant’s invoice. Failure to submit timely requests for payment, unless otherwise agreed to in writing with Owner, may result in forfeiture of compensation. 7. The Owner shall not pay the Consultant more than the total dollar amount authorized in this Agreement, any amendments to the Agreement, and any Additional Service or Reimbursable authorizations. Upon receipt by the Owner of the Consultant’s invoice that the Owner determines to be the Consultant’s final invoice for all work authorized and performed, the Owner shall notify the Consultant in writing that no further payment will be made to the Consultant, unless the Consultant submits a valid invoice requesting additional payment for authorized work within 30 calendar days of receipt of an such letter. If the Owner does not receive any such invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient Consultant within the 30 day period, the Owner shall administratively close this Agreement, the Consultant’s rights to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider any further payment under this Agreement shall be paid by wire transfer in accordance with terminated, and the wire transfer instructions provided by Provider Owner shall make no further payments to Recipient from time to timethe Consultant. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient shall pay ‌ For all “Services” outlined above and below within the applicable Provider for the Services in accordance with the fee schedule set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule Aagreed to and established Work Orders, such fees FIRM shall be paid on either a Lump Sum or Time and Materials basis, as determined by each Recipient CLIENT. Lump Sum Work Orders shall be developed based on time estimates showing the applicable hourly rates contained in the Fee Schedule, which estimates shall be provided to CLIENT for CLIENT’s evaluation, however, the Lump Sum, once agreed, shall be fixed, based on the last business day agreed upon scope of services, regardless of time expended. Time and Materials Work Orders shall include a “Not to Exceed Amount”. The agreed to basis of compensation will be written into each calendar month immediately following Work Order. The Lump Sum basis of compensation will generally be used for tasks within Work Orders that have a well- defined scope of services. The Time and Materials basis of compensation will generally be used for tasks within Work Orders where the month in which an invoice for such fees scope of services is received not well-defined prior to the execution of the Work Order. All Work Orders shall be limited, either by the RecipientLump Sum amount agreed by CLIENT and FIRM, or by the “Not to Exceed” Amount. Such invoice must comply with all applicable tax requirements The Lump Sum amount shall be determined based on time estimates based the hourly rates in the Fee Schedule, however, the Lump Sum, once agreed, shall be fixed, based on the agreed upon scope of services, regardless of time expended. FIRM shall NOT be reimbursed for travel expenses, mileages, subsistence, field equipment costs, reproduction, postage and separately describe any other expense related to the amount for fees“Services” rendered, expenses unless approved in advance by CLIENT. Compensation shall be based on the Fee Schedule attached as ATTACHMENT C. The hourly rates contained in the Fee Schedule. Regardless of any language in the Fee Schedule, the rates shall be fixed and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees and such fees may be included, without prejudice, in a later invoice delivered subject to the Recipientescalation. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in accordance with such Provider’s customary travel policy, within thirty (30) days of receipt of an invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient SPCI shall pay the applicable Provider IDT for the Services in accordance with the fee schedule or fee structure or calculation methodology set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on SPCI within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A, shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the RecipientSPCI. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider IDT in providing such Service, including a reasonable and good faith allocation of overhead expenses of such ProviderIDT, which shall include an implied profit margin thereon not to exceed three percent (3%). Upon request of the RecipientSPCI, the Provider IDT shall deliver to Recipient SPCI, on a monthly basis, such reasonable and relevant information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%allocation of each of IDT’s employees delivering the actual Service. (d) Unless otherwise specified on a Schedule A, a Recipient SPCI shall reimburse the applicable Provider IDT for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider IDT in providing the Services in accordance with such ProviderIDT’s customary travel policy, . Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider IDT for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient SPCI to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient SPCI to a Provider IDT shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider IDT to Recipient SPCI from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient SPCI shall pay the applicable Provider IDT for the Services in accordance with the fee schedule or fee structure or calculation methodology set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on SPCI within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A, shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the RecipientSPCI. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider IDT in providing such Service, including a reasonable and good faith allocation of overhead expenses of such ProviderIDT, which shall include an implied profit margin thereon not to exceed three percent (3%). Upon request of the RecipientSPCI, the Provider IDT shall deliver to Recipient SPCI such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient SPCI shall reimburse the applicable Provider IDT for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider IDT in providing the Services in accordance with such ProviderIDT’s customary travel policy, . Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider IDT for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient SPCI to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient SPCI to a Provider IDT shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider IDT to Recipient SPCI from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient In consideration for the Services provided to Hot Topic hereunder, Hot Topic shall pay Torrid the amounts specified in the Schedules attached hereto (collectively, the “Fees”) and shall reimburse Torrid for the actual and documented out-of-pocket expenses (the “Additional Expenses”) reasonably incurred by Torrid in providing such Services, which Additional Expenses are not included in the Fees but will be reimbursed by Hot Topic or paid directly to the applicable Provider third-party provider, as set forth in the applicable Schedule; provided that Hot Topic shall not be obligated to reimburse Torrid for any Additional Expenses unless such Additional Expenses have been approved by Hot Topic in advance (such approval not to be unreasonably withheld, conditioned or delayed). The Fees are subject to (i) increase or decrease based upon changes in Hot Topic’s business operations and forecasts, in each case, to the extent specified in the Schedules attached hereto, (ii) increase as provided for below in this Section 1.2(a) and (iii) decrease in the event that Hot Topic terminates one or more Services in accordance with Section 2.2(b). The Parties acknowledge that the fee schedule set forth on calculation of the Fees for each of the Services hereunder is intended to reflect an allocation of the costs to provide such Services as is consistent with that in effect as of the date of this Agreement and to permit Torrid to receive reimbursement of its out-of-pocket costs incurred to provide such Services. Accordingly, in furtherance of the foregoing, no later than thirty (30) days prior to the end of each calendar year during the Term, the Parties shall convene to review any potential increase to the Fees for the Services as specified in the Schedules attached hereto. So long as Torrid provides Hot Topic with reasonably satisfactory documentation evidencing the aforementioned increase in its out-of-pocket costs to provide Hot Topic the applicable Schedule A.Service for the immediately succeeding calendar year, the Fees for such Service shall be so increased. (b) Unless otherwise specified Hot Topic acknowledges and agrees that as of the date hereof, Torrid has incurred or has made a binding commitment to incur on a Schedule Abehalf of Hot Topic certain capital costs and expenses with respect to the items set forth on Annex A attached hereto (the “Pre-Approved Expenses”) in connection with its performance of the Services. Hot Topic further acknowledges and agrees that Torrid would not have made any of the Pre-Approved Expenses absent Hot Topic’s entry into this Agreement and agreement to engage Torrid for the provision of Services for the duration of the Term. Accordingly, Hot Topic hereby agrees that such fees Pre-Approved Expenses shall be paid constitute Additional Expenses that are payable by each Recipient on Hot Topic in accordance with Section 1.2(a) and, notwithstanding any early termination by Hot Topic of any of the last business day of each calendar month immediately following the month Services hereunder in which an invoice accordance with Section 2.2(b), Hot Topic shall remain liable for such fees is received by Pre-Approved Expenses to the Recipient. Such invoice must comply with all applicable tax requirements and separately describe the amount extent provided for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees and such fees may be included, without prejudiceon Annex A attached hereto, in a later invoice delivered each case in accordance with the allocation percentage set forth on Annex A. Without limiting Hot Topic’s obligations for such Pre-Approved Expenses as provided for in this Section 1.2(b), Torrid agrees that in the event the applicable Service to the Recipientwhich such Pre-Approved Expense relates is terminated in accordance with Section 2.2(b) Torrid shall use its commercially reasonable efforts to mitigate any damages resulting therefrom. (c) If not specified The Fees and any Additional Expenses shall be invoiced (an “Invoice”) monthly by Torrid, in advance, on the applicable first (1st) day of each fiscal month; provided that the Fees labeled as “Variable Costs based on usage” set forth on Schedule A, the fees payable for a specific Service 2 shall be equal to the actual costs of the Provider invoiced monthly by Torrid, in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in accordance with such Provider’s customary travel policyarrears, within thirty (30) days after the end of receipt of an invoice from such Provider for such incidental expenses accompanied each fiscal month. All Invoices shall be payable by such additional documentation reasonably required by Hot Topic no later than thirty (30) days after the Recipient to verify the amount date of the expense and that such expense was incurred in connection with providing Invoice from Torrid (the Servicesdate on which a payment is due, the “Invoice Due Date”). (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient shall The Company agrees to pay to the applicable Provider Agent compensation for the Services its services hereunder in accordance with the fee schedule set forth on an applicable Fee Schedule A. (b) Unless otherwise specified on a attached hereto as Schedule AB . The Company further agrees that it will reimburse the Agent for its reasonable out-of-pocket expenses incurred in the performance of their respective duties as such; provided, however, that the Company shall not be required to reimburse the Agent for any such fees expenses incurred which exceed $1,000 in the aggregate without its prior consent. Amounts due hereunder shall be due and paid by each Recipient on or before the last thirtieth (30th) business day after receipt of each calendar the statement therefor by the Company (the "Due Date"). The Company is aware that its failure to pay all amounts in a timely fashion so that they will be received by the Agent on or before the Due Date will give rise to costs to the Agent not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, in the event that any amounts due hereunder are not received by the Agent by the Due Date, the Company shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month immediately following times the month in amount overdue times the number of months from the Due Date up to and including the day on which an invoice for such fees payment is received by the RecipientAgent. Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month Acceptance of such late charge shall not be deemed in no event constitute a waiver of the Company's or the Agent's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. In the event that any charges are disputed, the Company shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify the Agent in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such fees and such fees may disputed charges shall be included, without prejudice, in a later invoice delivered due on or before the close of the fifth (5th) business day after the day on which the Agent provides to the Recipient. Company documentation which an objective observer would agree reasonably supports the disputed charges (c) If the "Revised Due Date"). Late charges shall not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal begin to the actual costs of the Provider accrue as to charges disputed in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of until the Recipient, first business day after the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%Revised Due Date. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in accordance with such Provider’s customary travel policy, within thirty (30) days of receipt of an invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.

Compensation for Services. (a) Each Recipient shall pay the applicable Provider for the Services in accordance with the fee schedule set forth on an applicable Schedule A. (b) Unless otherwise specified on a Schedule A, such fees shall be paid by each Recipient on within thirty (30) days of the last business day delivery of each calendar month immediately following the month an appropriate invoice related thereto (which, unless otherwise provided for in which an invoice for such fees is received by the Recipienta Schedule A, shall be issued no more frequently than monthly). Such invoice must comply with all applicable tax requirements and separately describe the amount for fees, expenses and value added tax, if any. Failure to provide an invoice for fees for any given month shall not be deemed a waiver of such fees fees, and such fees may be included, without prejudice, in a later invoice delivered to the Recipient. (c) If not specified on the applicable Schedule A, the fees payable for a specific Service shall be equal to the actual costs of the Provider in providing such Service, including a reasonable and good faith allocation of overhead expenses of such Provider. Upon request of the Recipient, the Provider shall deliver to Recipient such reasonable information and supporting documentation with respect to such overhead allocation. If an estimate of costs is given in respect of Services to be provided in exchange for costs or costs plus overhead expenses, then, without the prior consent of the Recipient, the actual fees for such Services shall not exceed such estimate by more than 20%. (d) Unless otherwise specified on a Schedule A, a Recipient shall reimburse the applicable Provider for third-party, out-of-pocket, incidental travel, lodging and food expenses incurred by Provider in providing the Services in accordance with such Provider’s customary travel policy, . Such reimbursement shall be within thirty (30) days of receipt of an invoice from such Provider for such incidental expenses accompanied by such additional documentation reasonably required by the Recipient to verify the amount of the expense and that such expense was incurred in connection with providing the Services. (e) All amounts payable by a Recipient to a Provider shall be paid by wire transfer in accordance with the wire transfer instructions provided by Provider to Recipient from time to time. (f) To the extent that, pursuant to more than one Schedule A in effect from time to time, both Parties (or their affiliates) are performing Services hereunder during the same period, a Party may offset against payments for Services due by it or its affiliates, amounts due to it from the other Party or its affiliates during the same period. It is the intention of the Parties that all charges in a monthly period shall be offset against each other and only one payment shall be made by the Parties hereunder in respect of any monthly period.