Common use of Fees and Expenses; Payment Terms Clause in Contracts

Fees and Expenses; Payment Terms. Section 6.01 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC under this Agreement, PERC shall pay the fees set forth on Exhibit A. Payment to Service Provider of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Services, and, PERC shall not be responsible for paying any other fees, costs or expenses. Section 6.02 Where the Services are provided on a time and materials basis: (a) the fees payable for the Services shall be calculated in accordance with Service Provider’s daily fee rates for the Service Provider Personnel set forth in Exhibit A; and (b) Service Provider shall issue invoices to PERC monthly in arrears for its fees for time for the immediately preceding month, calculated as provided in this Section 6.02, together with a detailed breakdown of any approved expenses for such month incurred in accordance with Section 6.04. Section 6.03 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. The total price shall be paid to Service Provider in installments, as set out on Exhibit A, and Service Provider shall issue invoices monthly to PERC for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.04. Section 6.04 PERC agrees to reimburse Service Provider for all actual, documented and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 The parties agree that after the Initial Term, Service Provider may increase its standard fee rates specified on Exhibit A upon written notice to PERC; provided, that: (a) Service Provider provides PERC written notice of such increase at least 30 days prior to the effective date of such increase; (b) such increases occur no more frequently than once per contract year of the Term; and (c) the amount of such increase (calculated on a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%). Section 6.06 Service Provider shall issue invoices to PERC only in accordance with the terms of this Section, and PERC shall pay all properly invoiced amounts due to Service Provider within 30 days after PERC’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be made by check or wire transfer. Section 6.07 PERC shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by PERC hereunder; provided, that, in no event shall PERC pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Consolidated Water Co. Ltd.)

AutoNDA by SimpleDocs

Fees and Expenses; Payment Terms. Section 6.01 7.1 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC Customer under this Agreement, PERC Customer shall pay the fees and expenses set forth in the applicable Statement of Work and any other fees or expenses agreed to in writing by both Parties. Customer shall be responsible for all sales, use and excise taxes, and any other similar duties and charges imposed by any governmental entity on Exhibit A. Payment to Service Provider of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Servicesamounts payable by Customer hereunder; provided, andhowever, PERC Customer shall not be responsible for paying any other feestaxes imposed on Service Provider’s income, costs or expensespersonnel orassets. Section 6.02 7.2 Where the Services are provided on a time and materials basis: (a) , the fees payable for the Services shall be calculated in accordance with Service Provider’s daily fee rates for the Service Provider Personnel as set forth in Exhibit A; and (b) the applicable Statement of Work. Service Provider shall issue invoices may increase its standard fee rates specified in the applicable Statement of Work upon written notice to PERC monthly Customer; provided, however, that Service Provider provides Customer written notice of such increase at least fifteen (15) days prior to the effective date of such increase. Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in arrears for its fees for time for connection with the immediately preceding month, calculated as provided in this Section 6.02, together with a detailed breakdown performance of any approved expenses for such month incurred in accordance with Section 6.04the Services. Section 6.03 7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. in the applicable Statement of Work. The total price shall be paid to Service Provider in installments, as set out on Exhibit A, and accordance with the Statement of Work. Service Provider shall issue invoices monthly to PERC Customer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.047.4. Section 6.04 PERC agrees to reimburse 7.4 Service Provider for all actual, documented and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 The parties agree that after the Initial Term, Service Provider may increase its standard fee rates specified on Exhibit A upon written notice to PERC; provided, that: (a) Service Provider provides PERC written notice of such increase at least 30 days prior to the effective date of such increase; (b) such increases occur no more frequently than once per contract year of the Term; and (c) the amount of such increase (calculated on a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%). Section 6.06 Service Provider shall will issue invoices to PERC only in accordance with the terms of this Section, and PERC ARTICLE 7. 7.5 Customer shall pay all properly invoiced amounts due to Service Provider within 30 thirty (30) days after PERCCustomer’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be in US dollars and made by check or wire transfer. Payment to Service Provider of the fees and expenses pursuant to this ARTICLE 7 shall constitute payment in full for the performance of the Services. Section 6.07 PERC shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by PERC hereunder; provided, that, in no event shall PERC pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.

Appears in 1 contract

Samples: Engineering Services Agreement

Fees and Expenses; Payment Terms. Section 6.01 7.1 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC Customer under this Agreement, PERC Customer shall pay the fees and expenses set forth in the applicable Statement of Work and any other fees or expenses agreed to in writing by both Parties. Customer shall be responsible for all sales, use and excise taxes, and any other similar duties and charges imposed by any governmental entity on Exhibit A. Payment to Service Provider of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Servicesamounts payable by Customer hereunder; provided, andhowever, PERC Customer shall not be responsible for paying any other feestaxes imposed on Service Provider’s income, costs personnel or expensesassets. Section 6.02 7.2 Where the Services are provided on a time and materials basis: (a) , the fees payable for the Services shall be calculated in accordance with Service Provider’s daily fee rates for the Service Provider Personnel as set forth in Exhibit A; and (b) the applicable Statement of Work. Service Provider shall issue invoices may increase its standard fee rates specified in the applicable Statement of Work upon written notice to PERC monthly in arrears for its fees for time for Customer; provided, that: Service Provider provides Customer written notice of such increase at least fifteen (15) days prior to the immediately preceding month, calculated as provided in this Section 6.02, together with a detailed breakdown effective date of any approved expenses for such month incurred in accordance with Section 6.04increase. Section 6.03 7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. in the applicable Statement of Work. The total price shall be paid to Service Provider in installments, as set out on Exhibit A, and accordance with the Statement of Work. Service Provider shall issue invoices monthly to PERC Customer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.047.4. Section 6.04 PERC 7.4 Customer agrees to reimburse Service Provider for all actual, documented reasonable travel and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 The parties agree that after the Initial Term7.5 By entering into this Agreement, Customer agrees to allow Service Provider may increase or one of its standard fee rates specified on Exhibit A upon written notice agents to PERC; provided, that: (a) verify Customer’s credit and bank references and instruct these references to provide reasonable assistance and information to Service Provider provides PERC written notice for purposes of such increase at least 30 days prior to the effective date of such increase; (b) such increases occur no more frequently than once per contract year of the Term; and (c) the amount of such increase (calculated on performing a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%)credit evaluation. Section 6.06 7.6 Service Provider shall issue invoices to PERC only Customer in accordance with the terms of this Section, and PERC shall pay all properly invoiced amounts due to Service Provider within 30 days after PERC’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be made by check or wire transfer. Section 6.07 PERC shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by PERC hereunder; provided, that, in no event shall PERC pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.ARTICLE

Appears in 1 contract

Samples: Engineering Services Agreement

Fees and Expenses; Payment Terms. Section 6.01 7.1 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC Customer under this Agreement, PERC Customer shall pay the fees set forth on Exhibit A. Payment to Service Provider in the applicable Statement of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Services, and, PERC shall not be responsible for paying any other fees, costs or expensesWork. Section 6.02 7.2 Where the Services are provided on a time and materials basis: : (a) the fees payable for the Services shall be calculated in accordance with Service Provider’s daily or hourly fee rates for the Service Provider Personnel set forth in Exhibit Athe applicable Statement of Work; and (b) Customer shall reimburse Service Provider, at Service Provider’s actual cost, for any materials, machinery, equipment, and third-party services, including Third Party Providers (collectively, “Materials”), reasonably necessary for the provision of the Services. Except as otherwise provided in this Agreement, Service Provider shall obtain Customer’s written consent prior to the purchase of all Materials, which shall not be unreasonably withheld; and (c) Service Provider shall issue invoices to PERC Customer monthly in arrears for its fees for time for the immediately preceding month, calculated as provided in this Section 6.027.2, together with a detailed breakdown of any approved expenses for such month incurred in accordance with Section 6.047.4. Section 6.03 7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. in the applicable Statement of Work. The total price shall be paid to Service Provider in installments, as set out on Exhibit Ain the Statement of Work. On achieving a Project Milestone and/or at the end of a period specified in the applicable Statement of Work in respect of which an installment is due, and Service Provider shall may, but is not required to, issue invoices monthly to PERC Customer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.047.4. Section 6.04 PERC 7.4 Customer agrees to reimburse Service Provider for all actual, documented reasonable travel and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 7.5 The parties agree that after the Initial Termfor Services provided on a time and materials basis, Service Provider may increase its standard fee rates specified on Exhibit A in the applicable Statement of Work upon written notice to PERCCustomer; provided, that: : (a) Service Provider provides PERC Customer written notice of such increase at least 30 thirty (30) days prior to the effective date of such increase; ; and (b) such increases occur no more frequently than once per contract year every six (6) months of the Term; and. (c) 7.6 Generally, all recurring monthly prices anticipate automatic monthly recurring payment by Customer. If applicable, recurring payments made by ACH will be deducted from Customer’s designated bank account on the amount of such increase (calculated on a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics first business day of the United States Department month in which the Services are to be provided, or if applicable, Customer’s designated credit card will be charged on the first business of Labor or, if such index is not available, such the month in which the Services are to be provided. All other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%). Section 6.06 non-recurring Services will be due upon receipt of invoice which Service Provider shall issue invoices to PERC only Customer in accordance with the terms of this Section, and PERC Customer shall pay all properly invoiced amounts due to Service Provider within 30 thirty (30) days after PERCCustomer’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be in US dollars and, other than payments by ACH and/or credit card, shall be made by check or wire transfer. Section 6.07 PERC 7.7 Customer shall be responsible for all sales, use use, and excise taxes, and any other similar taxes, duties duties, and charges of any kind imposed by any federal, state state, or local governmental entity on any amounts payable by PERC Customer hereunder; provided. Any such taxes, thatduties, in no event shall PERC pay or be responsible for any taxes imposed onand charges currently assessed, or with respect which may be assessed in the future, that are applicable to the Services are for the Customer’s account, and Customer hereby agrees to pay such taxes. 7.8 Amounts owing to Service Provider that remain unpaid for more than fifteen (15) days after due will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1.50% per month or the maximum allowable rate of interest permitted by applicable Law. Service Provider reserves the right (in addition to and not in lieu of its other rights hereunder), but not the obligation, to suspend part or all of the Services without prior notice to Customer in the event that any portion of undisputed fees are not timely received by Service Provider. Monthly or recurring charges (as applicable) shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by Service Provider within thirty (30) days after the applicable Service is rendered or the date on which Customer pays an invoice, whichever is later; otherwise, Customer waives its right to dispute the fee thereafter. A re- connect fee of up to five percent (5%) may be charged to Customer if Service Provider suspend the Services due to Customer’s nonpayment. Time is of the essence in the performance of all payment obligations by Customer. If Service Provider is required to refer Customer’s account to Collections or to start any Collections- related action to recover undisputed fees, Service Provider will be entitled to recover all costs and fees Service Provider incurs in the Collections process, including, but not limited to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assetsreasonable attorneys’ fees and costs.

Appears in 1 contract

Samples: Master Services Agreement

Fees and Expenses; Payment Terms. Section 6.01 7.1 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC Customer under this Agreementthese Terms and Conditions, PERC Customer shall pay the fees set forth on Exhibit A. Payment to in the applicable Service Provider of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Services, and, PERC shall not be responsible for paying any other fees, costs or expensesAgreement. Section 6.02 7.2 Where the Services are provided on a time and materials basis: : (a) the fees payable for the Services shall be calculated in accordance with Service Provider’s daily or hourly fee rates for the Service Provider Personnel set forth in Exhibit Athe applicable Service Agreement; and (b) Customer shall reimburse Service Provider, at Service Provider’s actual cost, for any materials, machinery, equipment, and third-party services, including Third Party Providers (collectively, “Materials”), reasonably necessary for the provision of the Services. Except as otherwise provided in these Terms and Conditions, Service Provider shall obtain Customer’s written consent prior to the purchase of all Materials, which shall not be unreasonably withheld; and (c) Service Provider shall issue invoices to PERC Customer monthly in arrears for its fees for time for the immediately preceding month, calculated as provided in this Section 6.027.2, together with a detailed breakdown of any approved expenses for such month incurred in accordance with Section 6.047.4. Section 6.03 7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. in the applicable Service Agreement. The total price shall be paid to Service Provider in installments, as set out on Exhibit Ain the Service Agreement. On achieving a Project Milestone and/or at the end of a period specified in the applicable Service Agreement in respect of which an installment is due, and Service Provider shall may, but is not required to, issue invoices monthly to PERC Customer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.047.4. Section 6.04 PERC 7.4 Customer agrees to reimburse Service Provider for all actual, documented reasonable travel and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 7.5 The parties agree that after the Initial Term, Service Provider may increase its standard fee rates specified on Exhibit A in the applicable Service Agreement upon written notice to PERCCustomer; provided, that: : (a) Service Provider provides PERC Customer written notice of such increase at least 30 thirty (30) days prior to the effective date of such increase; ; and (b) such increases occur no more frequently than once per contract year every six (6) months of the Term; and. (c) 7.6 Generally, all recurring monthly prices anticipate automatic monthly recurring payment by Customer. If applicable, recurring payments made by ACH will be deducted from Customer’s designated bank account on the amount of such increase (calculated on a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics first business day of the United States Department month in which the Services are to be provided, or if applicable, Customer’s designated credit card will be charged on the first business of Labor or, if such index is not available, such the month in which the Services are to be provided. All other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%). Section 6.06 non-recurring Services will be due upon receipt of invoice which Service Provider shall issue invoices to PERC only Customer in accordance with the terms of this Section, and PERC Customer shall pay all properly invoiced amounts due to Service Provider within 30 fifteen (15) days after PERCCustomer’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be in US dollars and, other than payments by ACH and/or credit card, shall be made by check or wire transfer. Section 6.07 PERC 7.7 Customer shall be responsible for all sales, use use, and excise taxes, and any other similar taxes, duties duties, and charges of any kind imposed by any federal, state state, or local governmental entity on any amounts payable by PERC Customer hereunder; provided. Any such taxes, thatduties, in no event shall PERC pay or be responsible for any taxes imposed onand charges currently assessed, or with respect which may be assessed in the future, that are applicable to the Services are for the Customer’s account, and Customer hereby agrees to pay such taxes. 7.8 Amounts owing to Service Provider that remain unpaid for more than fifteen (15) days after due will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1% per month or the maximum allowable rate of interest permitted by applicable Law. Service Provider reserves the right (in addition to and not in lieu of its other rights hereunder), but not the obligation, to suspend part or all of the Services without prior notice to Customer in the event that any portion of undisputed fees are not timely received by Service Provider. Monthly or recurring charges (as applicable) shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by Service Provider within thirty (30) days after the applicable Service is rendered or the date on which Customer pays an invoice, whichever is later; otherwise, Customer waives its right to dispute the fee thereafter. A re-connect fee of up to five percent (5%) may be charged to Customer if Service Provider suspend the Services due to Customer’s nonpayment. Time is of the essence in the performance of all payment obligations by Customer. If Service Provider is required to refer Customer’s account to Collections or to start any Collections-related action to recover undisputed fees, Service Provider will be entitled to recover all costs and fees Service Provider incurs in the Collections process, including, but not limited to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assetsreasonable attorneys’ fees and costs.

Appears in 1 contract

Samples: Terms and Conditions

AutoNDA by SimpleDocs

Fees and Expenses; Payment Terms. Section 6.01 7.1 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC Customer under this Agreement, PERC Customer shall pay the fees and expenses set forth in the applicable Statement of Work and any other fees or expenses agreed to in writing by both Parties. Customer shall be responsible for all sales, use and excise taxes, and any other similar duties and charges imposed by any governmental entity on Exhibit A. Payment to Service Provider of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Servicesamounts payable by Customer hereunder; provided, andhowever, PERC Customer shall not be responsible for paying any other feestaxes imposed on Service Provider’s income, costs personnel or expensesassets. Section 6.02 7.2 Where the Services are provided on a time and materials basis: (a) , the fees payable for the Services shall be calculated in accordance with Service Provider’s daily fee rates for the Service Provider Personnel as set forth in Exhibit A; and (b) the applicable Statement of Work. Service Provider shall issue invoices may increase its standard fee rates specified in the applicable Statement of Work upon written notice to PERC monthly in arrears for its fees for time for Customer; provided, that: Service Provider provides Customer written notice of such increase at least fifteen (15) days prior to the immediately preceding month, calculated as provided in this Section 6.02, together with a detailed breakdown effective date of any approved expenses for such month incurred in accordance with Section 6.04increase. Section 6.03 7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. in the applicable Statement of Work. The total price shall be paid to Service Provider in installments, as set out on Exhibit A, and accordance with the Statement of Work. Service Provider shall issue invoices monthly to PERC Customer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.047.4. Section 6.04 PERC 7.4 Customer agrees to reimburse Service Provider for all actual, documented reasonable travel and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 The parties agree that after the Initial Term7.5 By entering into this Agreement, Customer agrees to allow Service Provider may increase or one of its standard fee rates specified on Exhibit A upon written notice agents to PERC; provided, that: (a) verify Customer’s credit and bank references and instruct these references to provide reasonable assistance and information to Service Provider provides PERC written notice for purposes of such increase at least 30 days prior to the effective date of such increase; (b) such increases occur no more frequently than once per contract year of the Term; and (c) the amount of such increase (calculated on performing a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%)credit evaluation. Section 6.06 7.6 Service Provider shall issue invoices to PERC only Customer in accordance with the terms of this SectionARTICLE 7. Unless otherwise stated on Service Provider’s invoices after the performance of a credit evaluation, and PERC Customer shall pay all properly invoiced amounts due to Service Provider within 30 thirty (30) days after PERCCustomer’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be in US dollars and made by check or wire transfer. Payment to Service Provider of the fees and expenses pursuant to this ARTICLE 7 shall constitute payment in full for the performance of the Services. Section 6.07 PERC shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by PERC hereunder; provided, that, in no event shall PERC pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.

Appears in 1 contract

Samples: Engineering Services Agreement

Fees and Expenses; Payment Terms. Section 6.01 7.1 In consideration of the provision of the Services by the Service Provider and the rights granted to PERC Customer under this Agreement, PERC Customer shall pay the fees and expenses set forth in the applicable Statement of Work and any other fees or expenses agreed to in writing by both Parties. Customer shall be responsible for all sales, use and excise taxes, and any other similar duties and charges imposed by any governmental entity on Exhibit A. Payment to Service Provider of such fees and the reimbursement of approved expenses pursuant to this Article VI shall constitute payment in full for the performance of the Servicesamounts payable by Customer hereunder; provided, andhowever, PERC Customer shall not be responsible for paying any other feestaxes imposed on Service Provider’s income, costs personnel or expensesassets. Section 6.02 7.2 Where the Services are provided on a time and materials basis: (a) , the fees payable for the Services shall be calculated in accordance with Service Provider’s daily fee rates for the Service Provider Personnel as set forth in Exhibit A; and (b) the applicable Statement of Work. Service Provider shall issue invoices may increase its standard fee rates specified in the applicable Statement of Work upon written notice to PERC monthly Customer; provided, however, that Service Provider provides Customer written notice of such increase at least fifteen (15) days prior to the effective date of such increase. Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in arrears for its fees for time for connection with the immediately preceding month, calculated as provided in this Section 6.02, together with a detailed breakdown performance of any approved expenses for such month incurred in accordance with Section 6.04the Services. Section 6.03 7.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out on Exhibit A. in the applicable Statement of Work. The total price shall be paid to Service Provider in installments, as set out on Exhibit A, and accordance with the Statement of Work. Service Provider shall issue invoices monthly to PERC Customer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.047.4. Section 6.04 PERC agrees to reimburse 7.4 Service Provider for all actual, documented and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided that such expenses have been approved in writing (which shall include email) by PERC prior to such expenses being incurred. Section 6.05 The parties agree that after the Initial Term, Service Provider may increase its standard fee rates specified on Exhibit A upon written notice to PERC; provided, that: (a) Service Provider provides PERC written notice of such increase at least 30 days prior to the effective date of such increase; (b) such increases occur no more frequently than once per contract year of the Term; and (c) the amount of such increase (calculated on a per item or per service basis) shall not exceed the lesser of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (ii) fifteen percent (15%). Section 6.06 Service Provider shall will issue invoices to PERC only in accordance with the terms of this Section, and PERC ARTICLE 7. 7.5 Customer shall pay all properly invoiced amounts due to Service Provider within 30 thirty (30) days after PERCCustomer’s receipt of such invoice, except for any amounts disputed by PERC in good faith. All payments hereunder shall be in US dollars and made by check or wire transfer. Payment to Service Provider of the fees and expenses pursuant to this ARTICLE 7 shall constitute payment in full for the performance of the Services. Section 6.07 PERC shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by PERC hereunder; provided, that, in no event shall PERC pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.

Appears in 1 contract

Samples: Engineering Services Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!