Common use of Fees and Billing Clause in Contracts

Fees and Billing. a) The fees and expenses for services rendered by a Supplier to Customer shall be those agreed to by the Customer in connection with the solicitation of the services of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in Schedule A, Supplier acknowledges that (i) Covendis shall deliver, on the Invoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) Customer shall pay to Covendis, and not to Supplier, the full amount of each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”). With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. b) Customer, in its Customer Agreement, shall be required to agree not to unreasonably withhold approval of any proper Xxxx submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a Xxxx. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not responsible for any delay in approval or payment of a Xxxx by Customer. Payment of a Xxxx shall not preclude Customer from making claims or objections to a Xxxx if there are errors or issues with the work required to be performed. c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within 5 business days of the 15th day of each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier forservices rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month. d) In the event that a Customerpays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the receipt of such payment by Covendis may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, Supplier agrees to pay such Staff and Subcontractors in a timely manner in accordance with the terms Supplier may establish with them, but in all cases, not significantly later than the time Supplier is paid the corresponding fees and charges. Covendis may at its option, at any time, require Supplier to furnish Covendis with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier of amounts due its Staff and/or Subcontractors. f) Covendis may elect to provide, and Supplier may elect to accept, payments for Invoice Amounts in advance of Customer payments for mutually agreed fees and deductions.

Fees and Billing. a) The fees and expenses for services rendered by a Supplier to Customer Core Services shall be those billed at $150.00 per hour (in 0.25 hour increments). Projects can be billed at a flat fee determined and agreed to by upon in advance. In all cases, additional Services shall be billed per an hourly rate per discussions between the Customer parties, agreed upon in connection with advance, and confirmed via e-email as per per the solicitation “Accountability.” section of this Agreement. Writing Services shall be billed at $150.00 per hour (in 0.25 hour increments) plus $0.50 per word of the services final version of any Writing Service where the Supplierword-count shall be per Microsoft Word “word counter”. In compensation Non-billable time includes up to one (1) hour per month for its services hereunderStatus Meetings, Supplier general time keeping and billing related paperwork, and Status Meeting e-mails referenced above. Time in excess of one (1) hour for status meetings is billed at $150.00 per hour (in 0.25 hour increments). The CLIENT shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in Schedule A, Supplier acknowledges that (i) Covendis shall deliver, on the Invoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period reimburse PRM for all services provided for or costs/expenses incurred by PRM on behalf of such Customer, (ii) Customer shall pay to Covendis, and not to Supplier, the full amount of each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice CLIENT (“Invoice AmountExpenses”). With respect Expenses include, but not necessarily limited to: postage, copies, reimbursement for reasonable travel/lodging expenses as agreed upon in advance, minimum expenses necessary to render any services, any other costs/expenses as per a Status Meeting. Further, any anticipated Expenses of more than $250.00 shall be approved and paid in advance by the CLIENT. At the CLIENT’s request, PRM shall provide receipts of Expenses incurred on behalf of the CLIENT where any Expenses not supported by receipts shall be invoiced according to the payments Internal Revenue Service’s income tax guidelines. Invoices are processed every two weeks and are due upon receipt unless otherwise specified. Monthly or ongoing hourly CLIENTs shall deposit with PRM a retainer of $600 upon the execution date of this Agreement where said retainer shall be applied by PRM towards upcoming Fees and/or Expenses as defined by the Agreement discussed in Section 1. During each invoicing cycle, PRM reserves the right to request that the CLIENT increase the retainer amount and/or ask that the retainer amount be made by Covendis to Supplier pursuant to this Section 5, Supplier replenished. The CLIENT acknowledges that it will be paid by corporate check issued by Covendis all service Fees and Expenses become owed CLIENT to PRM (or one and due upon receipt of its subsidiariesan invoice) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting once any such wire transfer service is rendered or electronic funds transferExpenses incurred. Any As such, the CLIENT is obligated to pay service fees associated with such payment by Covendis (including credit card processing fees in and reimburse for all Expenses regardless of results obtained for the rare occasion that Customer pays by card) may be deducted from services and regardless of whether the amounts otherwise payable to Supplier pursuant to this Section 5. b) Customer, in its Customer Agreement, shall be required to agree CLIENT at a later date chooses not to unreasonably withhold approval of use/apply/implement any proper Xxxx submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a Xxxx. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute service rendered by Customer or for other good cause. However, Covendis is not responsible for any delay in approval or payment of a Xxxx by Customer. Payment of a Xxxx shall not preclude Customer from making claims or objections to a Xxxx if there are errors or issues with the work required to be performedPRM. c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within 5 business days of the 15th day of each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier forservices rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month. d) In the event that a Customerpays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the receipt of such payment by Covendis may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, Supplier agrees to pay such Staff and Subcontractors in a timely manner in accordance with the terms Supplier may establish with them, but in all cases, not significantly later than the time Supplier is paid the corresponding fees and charges. Covendis may at its option, at any time, require Supplier to furnish Covendis with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier of amounts due its Staff and/or Subcontractors. f) Covendis may elect to provide, and Supplier may elect to accept, payments for Invoice Amounts in advance of Customer payments for mutually agreed fees and deductions.

Fees and Billing. a) The fees and expenses for services rendered by a Supplier to Customer shall be those agreed to by the Customer in connection with the solicitation of the services of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in Schedule A, Supplier acknowledges that (i) Covendis shall deliver, on the Invoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) Customer shall pay to Covendis, and not to Supplier, the full amount of each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”). With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. b) Customer, in its Customer Agreement, shall be required to agree not to unreasonably withhold approval of any proper Xxxx Bill submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a XxxxBill. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not responsible for any delay in approval or payment of a Xxxx Bill by Customer. Payment of a Xxxx Bill shall not preclude Customer from making claims or objections to a Xxxx Bill if there are errors or issues with the work required to be performed. c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within 5 business days of the 15th day of each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier forservices for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month. d) In the event that a Customerpays Customer pays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the receipt of such payment by Covendis may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, Supplier agrees to pay such Staff and Subcontractors in a timely manner in accordance with the terms Supplier may establish with them, but in all cases, not significantly later than the time Supplier is paid the corresponding fees and charges. Covendis may at its option, at any time, require Supplier to furnish Covendis with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier of amounts due its Staff and/or Subcontractors. f) Covendis may elect to provide, and Supplier may elect to accept, payments for Invoice Amounts in advance of Customer payments for mutually agreed fees and deductions.

Fees and Billing. a) The fees 4.1 NeighborCare will xxxx and expenses be compensated for services rendered by a Supplier to Customer shall be those agreed to by the Customer in connection with the solicitation of the services of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in Schedule A, Supplier acknowledges that (i) Covendis shall deliver, on the Invoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) Customer shall pay to Covendis, and not to Supplier, the full amount of each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”). With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. b) Customer, in its Customer Agreement, shall be required to agree not to unreasonably withhold approval of any proper Xxxx submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a Xxxx. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not responsible for any delay in approval or payment of a Xxxx by Customer. Payment of a Xxxx shall not preclude Customer from making claims or objections to a Xxxx if there are errors or issues with the work required to be performed. c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within 5 business days of the 15th day of each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier forservices rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month. d) In the event that a Customerpays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the receipt of such payment by Covendis may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, Supplier agrees to pay such Staff and Subcontractors in a timely manner Services in accordance with the terms Supplier exhibits attached hereto, as applicable. 4.2 Prior to the provision of any Services to a resident of the Facility, Operator will provide NeighborCare with information on such resident including source of reimbursement; responsible party and/or guarantor of payment, if applicable; Medicare and Medicaid number; and such other information as may establish be requested by NeighborCare. Operator will notify NeighborCare immediately of any changes in any resident's residency status (including but not limited to room changes or discharges), source of reimbursement or guarantor of payment. Operator will fully cooperate with themNeighborCare in establishing the source of residents' third party funds and resident/family resources for payment of Services furnished by NeighborCare, including but not limited to copies of insurance coverage; prescription plan, Medicare and Medicaid cards; or financial screens. Operator agrees that if it does not provide the information described in all cases, not significantly later than this section 4.2 in the time Supplier is paid and manner indicated herein, then notwithstanding any provision to the corresponding fees and charges. Covendis contrary herein (including all exhibits), NeighborCare may xxxx Operator for such Services at its optionusual and customary charge for such Services. 4.2.1 In providing billing and collection services hereunder, at NeighborCare shall comply with all applicable laws and regulations. NeighborCare shall indemnify, defend and hold Operator harmless from and against all claims, demands, damages, liabilities, costs, expenses and losses, including attorneys' fees, arising out of, resulting from or connected with the improper billing of a third party payor (including but not limited to the Medicare carrier), or the beneficiary of such payor, or arising out of, resulting from or connected with any timeother violation by such party of Title XVIII of the Social Security Act, require Supplier those portions of the Code of Federal Regulations which pertain to furnish Covendis the Medicare program, or any laws, regulations, policies, practices, or internal billing protocol governing any third party payor program. If reasonably available in the market, NeighborCare shall obtain insurance, which will cover its obligations under this Paragraph. 4.3 NeighborCare inservices, in addition to those specified in the exhibits attached hereto (which are necessary for the initiation and provision of Services hereunder), as applicable, will be provided for a fee of $______ per inservice. Education workshops will be provided for $______ for ______ participants or less, with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier charge of amounts due its Staff and/or Subcontractors$_____ per additional participant. f) Covendis may elect 4.4 Any specialized services provided by NeighborCare not included in the scope of services stipulated herein would be subject to provide, and Supplier may elect to accept, payments for Invoice Amounts additional charges which will be agreed upon in advance in writing by both parties. 4.5 Operator will pay for any Services obtained for its own account, or for any Services for which Operator is responsible for payment, within thirty (30) days of Customer payments receipt of an invoice from NeighborCare. Any invoice not paid within thirty (30) days of receipt of an invoice from NeighborCare will accrue interest at the rate of 1.5% per month, provided that, in no event will interest be charged in excess of the amount permitted by applicable law. Operator agrees to reimburse NeighborCare for mutually agreed fees any and deductionsall costs incurred to collect payment from the Operator, including, without limitation, reasonable attorneys' fees. Amounts due to NeighborCare by Operator under these payment provisions are due in full regardless of the Operator's ability to xxxx or collect from another payment source, including but not limited to Medicare or Facility residents.

Fees and Billing. a) The 2.1 Customer will pay Concentric all fees and expenses for services rendered the Services selected by a Supplier to Customer shall be those agreed to by the Customer in connection with the solicitation of the services of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in Schedule A, Supplier acknowledges that (i) Covendis shall deliver, on the Invoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) Customer shall pay to Covendis, and not to Supplier, the full amount of each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”). With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. b) Customer, in its Customer Agreement, shall be required to agree not to unreasonably withhold approval of any proper Xxxx submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a Xxxx. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not responsible for any delay in approval or payment of a Xxxx by Customer. Payment of a Xxxx shall not preclude Customer from making claims or objections to a Xxxx if there are errors or issues with the work required to be performed. c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within 5 business days of the 15th day of each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier forservices rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month. d) In the event that a Customerpays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the receipt of such payment by Covendis may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, Supplier agrees to pay such Staff and Subcontractors in a timely manner Exhibit B in accordance with the terms Supplier may establish with themprice schedule in Exhibit A ("Fees") less ten percent (10%) for the term of this Agreement. Concentric agrees that in the event that market conditions dictate lower pricing than what is stated in Exhibit A, but in all cases, not significantly later than both parties agree to amend this Agreement to reflect the time Supplier is paid the corresponding fees and chargesmarket conditions. Covendis may at its option, at any At such time, require Supplier Concentric shall provide an updated Exhibit A with the amended reduced pricing and Customer shall pay fees in accordance with such amended price schedule in Exhibit A ("Fees") less ten percent (10%) for the remainder of the term of this Agreement. 2.2 All Fees shall be paid at Concentric's address as indicated in this Agreement or at such other address as Concentric may from time to furnish Covendis time indicate by proper notice hereunder. All invoices are due and payable within thirty (30) days of Concentric's date of invoice. 2.3 All Fees are in U.S. Dollars and are exclusive of any applicable taxes. Customer shall pay, indemnify, and hold Concentric harmless from all sales, use, value added or other taxes of any nature, other than taxes on Concentric's net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any Fees (except to the extent Customer provides Concentric with a payment bond valid tax exemption certificate) provided that Concentric gives Eloquent prompt written .. notice of any such taxes. If any applicable law requires Customer to withhold amounts from any payments to Concentric hereunder: (a) Customer shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Concentric with tax receipts evidencing the payments of such amounts; and (b) the sum payable by Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Concentric receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Concentric would have received and retained in the absence of such amount as Covendis may specify to secure full and prompt payment by Supplier of amounts due its Staff and/or Subcontractorsrequired deduction or withholding. f) Covendis may elect to provide, and Supplier may elect to accept, payments for Invoice Amounts in advance of Customer payments for mutually agreed fees and deductions.

Fees and Billing. 5.1 5th Ave shall pay IPOF fifty (50%) percent of all Net Revenues actually received by 5th Ave from advertising that will appear prior to, during and subsequent to the playing by a viewer of any video or audio derived from an IPOF Clip, or any video or audio containing content from an IPOF Clip, or an IPOF Clip. Net Revenues are gross revenues less actually given chargebacks, credits, refunds or holdbacks as well as applicable taxes resulting from the distribution of IPOF Clips. 5.2 Payments shall be made on a calendar month basis and shall be dispatched to IPOF no later than fifteen (15) days after the end of each calendar month. Payments shall be accompanied by a royalty report clearly delineating (a) The fees and expenses for services rendered the gross revenue received by a Supplier to Customer shall be those agreed to by the Customer 5th Ave in connection with the solicitation viewing of IPOF Clips, (b) all charges reducing gross revenue to net revenue and (c) all tracking method information pertinent to calculation of royalty. To this end, 5th Ave shall set up a tracking method for capturing relevant advertising information. The royalty report shall be verified by either a certified public accountant or an officer of 5th Ave. 5.3 If inadvertent underpayment is made upon reconciliation of numbers within a quarter immediately subsequent to the quarter being reconciled, such reconciliation shall be paid within fifteen (15) days of the services end of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis immediately subsequent calendar quarter plus a fee as specified in Schedule A. Unless otherwise specified in Schedule A, Supplier acknowledges that penalty of ten (i10%) Covendis shall deliver, on the Invoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) Customer shall pay to Covendis, and not to Supplier, the full amount of each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent percent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”)underpayment. With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5. b) Customer, in its Customer Agreement, shall be required to agree not to unreasonably withhold approval of any proper Xxxx submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a Xxxx. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not responsible for any delay in approval or payment of a Xxxx by Customer. Payment of a Xxxx shall not preclude Customer from making claims or objections to a Xxxx if there are errors or issues with the work required to be performed. c) In the event that an underpayment exists for more than two quarters in a Customer pays Covendis a partial amount or partial amounts of an aggregate invoicesrow, Supplier acknowledges that Covendis IPOF shall remit have the right to each Supplier, within 5 business days of the 15th day of each month, the portion of such payment (but solely immediately terminate this Agreement pursuant to the extent provisions of the receipt Section 6 without terminating any of such payment) the portion of such 5th Ave's payment owed to the Supplier forservices rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such monthobligations. d5.4 At any time during regular business hours upon five (5) days written notice to 5th Ave, IPOF shall have the right to audit 5th Ave in connection with payment of royalty to IPOF and in connection with 5th Ave's obligations under this Agreement. In the event that IPOF shall request such an audit, IPOF or its representatives shall be given full and complete access to any and all information deemed reasonably necessary by an auditor to obtain information pertinent to the audit. IPOF shall have the right to conduct such an audit not more than four (4) times per year. If a Customerpays Covendis discrepancy is found, a 10% penalty on the underpayment shall be asserted. In the first occurrence of an underpayment being found, if such underpayment is greater than 7.5%, 5th Ave shall pay IPOF within ten (10) days IPOF's cost in conducting the audit. If on any amount directly or indirectly related subsequent occurrences an underpayment is found greater than 5%, 5th Ave shall pay IPOF within (10) days IPOF's costs in conducting the audit. 5th Ave shall have an obligation to amounts payable maintain its records with respect to Supplier by credit card, wire transfer or similar means royalties due IPOF for two (2) years following the termination of electronic funds transfer, then any costs associated with the receipt of such payment by Covendis may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5Agreement. e5.5 5th Ave hereby grants to David Menlow, upon full execution ox xxxx Xxxxxment, 100,000 options (the "Options') To for 5th Ave common stock at the extent Supplier’s fees closing price of said stock on the effective date of this Agreement to wit: March 16, 2000. Such Options shall fully vest and charges are for amounts due from Supplier be delivered as follows: 33,333 options on March 16, 2000 to Supplier’s Staff or Subcontractorsbe delivered as soon as possible; 33,334 Options to be delivered on July 16, Supplier agrees 2000; 33,333 Options to pay such Staff and Subcontractors in a timely manner in accordance with be delivered on November 16, 2000. The shares issuable upon exercise of the terms Supplier may establish with them, but in all cases, not significantly later than Options shall be subject to standard piggy-back registration provisions. The Parties shall negotiate the time Supplier grant of additional shares to David Menlow if this Agreement is paid the corresponding fees and charges. Covendis may at its option, at any time, require Supplier to furnish Covendis with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier of amounts due its Staff and/or Subcontractorsrxxxxxx. f) Covendis may elect to provide, and Supplier may elect to accept, payments for Invoice Amounts in advance of Customer payments for mutually agreed fees and deductions.