Common use of Invoicing and Payments Clause in Contracts

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit B, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manager. 2. Each invoice shall reference the line items in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA. (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit B, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- party, in-kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manager. 2. Each invoice shall reference the line items in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent (10%) % advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold hold-back provision below, invoices will be paid to the extent Expenses incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA PFA, hold back twenty percent (20%) % of the Project Funds and will only disburse same as follows: Ten percent (10%) % of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) % of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA. (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF.items (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit B, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- party, in-kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manager. 2. Each invoice shall reference the line items in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA PFA, hold back twenty percent (20%) % of the Project Funds and will only disburse same as follows: Ten percent (10%) % of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) % of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA. (cb) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF.items (dc) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit BDate, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses expenses incurred by Sub-recipient in the three (3) months prior to the invoice date by the Sub-recipient in the performance of the Project Project, and identifying all Cost Share and thirdthird party in-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Research Manager and Project Coordinator with a copy to the Research Program Manageridentified in Exhibit B-WRF Key Contacts. 2. Each invoice shall reference should be displayed per the budget line items in Exhibit B, and A. All invoices must be in submitted using the form required attached in Exhibit D, must be on the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient’s letterhead, in accordance with and must be accurate and signed under penalty of perjury and sent to WRF’s Project Coordinator identified on Exhibit B. Only out of pocket costs and expenses incurred by the Code, Sub-recipient may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon the Sub-recipient timely submitting Deliverables meeting the requirements of this PFAReports. No portion of the Project Funds will be disbursed by WRF unless and until WRF receives, approves, receives and accepts each corresponding invoice and DeliverableReport. If WRF approves and accepts the invoices and DeliverablesReports are accepted, the Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses actual costs incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient after the Sub-recipient has completely and adequately responded to all of WRF’s editor queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Exhibit E – Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFACopyright (if applicable). (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on the Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if invoiced by the Sub-recipient if the Sub- recipient fails to comply with any requirement in this PFAany2 CFR 200 [U.S. Code of Federal Regulations Title 2 (Grants and Agreements) Part 200: Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (a/k/a/ Uniform Grants Guidance or UGG).

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit BEffective Date, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses expenses incurred by Sub-recipient in the three (3) months prior to the invoice date by the Sub-recipient in the performance of the Project Project, and identifying all Cost Share and thirdthird party in-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manageridentified in Exhibit B WRF Key Contacts. 2. Each invoice shall reference should be displayed per the budget line items in Exhibit B, and A. All invoices must be in submitted using the form required attached in Exhibit D, must be on the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient’s letterhead, in accordance with and must be accurate and signed under penalty of perjury. Only out of pocket costs and expenses incurred by the Code, Sub-recipient may be invoiced under this PFA. All invoices reflecting out of pocket costs must be accompanied by copies of original receipts for the invoiced costs. 3. WRF will disburse Project Funds based conditioned upon the Sub-recipient timely submitting Deliverables meeting the requirements of this PFAReports. No portion of the Project Funds will be disbursed by WRF unless and until WRF receives, approves, receives and accepts each corresponding invoice and DeliverableReport. If WRF approves and accepts the invoices and DeliverablesReports are accepted, the Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses actual costs incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient after the Sub-recipient has completely and adequately responded to all of WRF’s editor queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Exhibit E – Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFACopyright (if applicable). (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit BEffective Date, and every three (3) months thereafter during the term of this PFATRFA, Sub-recipient Researcher shall submit to WRF a detailed invoice itemizing the Expenses Services performed in compliance with the Project Plan and expenses actually incurred by Sub-recipient Researcher in the preceding three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program ManagerServices. 2. Each invoice shall reference should be displayed according to the budget line items in Exhibit BA. All invoices must be submitted using the form attached in Exhibit D, must be on the Sub-recipient’s letterhead, and must be sent to the Foundation’s Project Coordinator identified in the form required in the link provided on Exhibit D. B. Only Expenses out of pocket costs and expenses actually incurred by Sub-recipient, the Researcher and Services actually performed in accordance compliance with the Code, Project Plan may be invoiced under this PFAinvoiced. 3. WRF will disburse Project Funds based conditioned upon Sub-recipient Researcher timely submitting Deliverables meeting the requirements of this PFA. Reports according to Exhibit B. No portion of the Project Funds will be disbursed by WRF unless and until WRF receives, approves, receives and accepts each corresponding invoice and DeliverableReport. If WRF approves and accepts the invoices and DeliverablesReports are accepted, Sub-recipient Researcher will be paid as follows: (a) Subject to the hold back provision below, invoices will be paid to the extent actual costs incurred and Services performed exceed the Advance Payment. The ten percent (10%) advance payment Advance Payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance paymentreceived. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds Fund, and will only disburse same as follows: Ten percent (10%) of the Project Funds Fund will be disbursed to Sub-recipient when WRF receives paid upon WRF’s receipt and accepts acceptance of the Draft Report. The remaining held back ten percent (10%) will be paid upon WRF’s receipt and acceptance of the Project Funds will be disbursed Final Report and confirmation to Sub-recipient after Sub-recipient has completely and adequately responded to Researcher that it meets all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product requirements under this PFATRFA. (c) No conditions, notations, acknowledgements, comments, or terms other than WRF reserves the right to withhold payment for any amounts invoiced by Researcher to the extent invoicing for such items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRFis not allowed under this TRFA. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit BEffective Date, and every three (3) months thereafter during the term of this PFAMFRA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses expenses incurred by Sub-recipient in the three (3) months prior to the invoice date by the Sub-recipient in the performance of the Project Project, and identifying all Cost Share and thirdthird party in-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manager.identified in Exhibit B. 2. Each invoice shall reference should be displayed per the budget line items in Exhibit B, and A. All invoices must be in submitted using the form required attached in Exhibit D, must be on the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient’s letterhead, in accordance with and must be accurate and signed under penalty of perjury. Only out of pocket costs and expenses incurred by the Code, Sub-recipient may be invoiced under this PFAMFRA. All invoices reflecting out of pocket costs must be accompanied by copies of original receipts for the invoiced costs. 3. WRF will disburse Project Funds based conditioned upon the Sub-recipient timely submitting Deliverables meeting the requirements of this PFAReports. No portion of the Project Funds will be disbursed by WRF unless and until WRF receives, approves, receives and accepts each corresponding invoice and DeliverableReport. If WRF approves and accepts the invoices and DeliverablesReports are accepted, the Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses actual costs incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA MFRA hold back twenty percent (20%) of the Project Funds Funds, and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient after the Sub-recipient has completely and adequately responded to all of WRF’s editor queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Exhibit E – Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFACopyright (if applicable). (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on the Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if invoiced by the Sub-recipient if the Sub- recipient fails to comply with any requirement in this PFAWRF standard and/or Federal Uniform Administrative Requirements of the Sub-recipient’s cognitive agency.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit B, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manager. 2. Each invoice shall reference the line items in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent Flipkart will pay invoices within 60 days from the date of creation of IRN (10%Invoice Receipt Note – generated at the time the invoice is received and acknowledged by Flipkart) advance payment must be shown on all invoicesand receipt of the same by the Supplier, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance paymentexcept for those portions of any invoice that Flipkart disputes in good faith and in writing. (b) Regardless Notwithstanding anything to the contrary contained in this Agreement, the following GST clauses shall be applicable: (i) All amounts due under this Agreement exclude any applicable indirect taxes including but not limited to central GST, state GST, integrated GST, Union Territory GST, etc. shall be charged to Flipkart and Flipkart shall be required to pay such amounts. Such taxes shall be based on place of supply in consonance with the provisions of the actual amounts invoicedGST Act. (ii) The invoice shall be duly raised by the Supplier before or at the time of removal of goods for supply to Flipkart, WRF will at all times during this PFA hold back twenty percent (20%) in terms of the Project Funds provisions of GST Act and will only disburse same the said invoice shall be provided to Flipkart immediately upon delivery of Products. In case of any breach in the aforesaid timelines and resulting in a loss of input tax credit to Flipkart, such losses shall be duly indemnified by the Supplier. (iii) The invoice should contain the mandatory fields that are required to be incorporated in an invoice issued under the GST Act such as follows: Ten percent GSTIN, HSN, value of supply, taxes thereon, place of supply, and other particulars as may be required. (10%iv) The valid tax invoices shall be uploaded on the portal authorized by the GST Act by filing GSTR- 1 (or) any other returns prescribed under the GST Act. Given the same, in the event of loss of credit on account of any negligence on the part of the Project Funds Supplier in adhering to the mandatory requirements, Flipkart reserves the right to withhold the entire payment of such tax invoice. (v) The Supplier shall provide discount on the prices either at the time of supply or after the supply is made. Wherever, the discount is provided at the time of supply, the quantum of discount would be shown on face of the invoice. In respect of the post-supply discount to provide improved margin, as per scheme document wherein the eligibility criteria for availing the discount and quantum of discount are more fully elaborated and such scheme document shall be treated as part and parcel of this Agreement. (vi) In respect of the post-supply discount to augment the sales Supplier shall extend the discounts from time to time as per the scheme document which is part and parcel of this Agreement. (vii) If the purchase price for the purchase changes subsequent to the purchase of the Products as per the above scheme document, then if the Supplier has supplied the Products at a price and the Parties agree to reduce the price, the Supplier shall issue a credit note linking such credit note to the original supply invoice to pass on the reduction to Flipkart. (viii) In-case of any liquidated damages / penalty to be levied by Flipkart under any circumstances and for any non- adherence of agreed, laid down norms, such liquidated damages / penalty amount will be disbursed to Sub-recipient when WRF receives excluding GST and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds GST will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries levied additionally on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFAliquidated damages / penalty amount. (c) No conditionsIn the event there is any contradiction between the terms and conditions of this Agreement and the terms and conditions stated on the invoice, notationsthe terms and conditions stated in this Agreement shall prevail, acknowledgements, comments, or terms other than unless otherwise agreed mutually by the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRFParties. (d) WRF Flipkart may deduct withhold income taxes as applicable on the invoice on the amounts or withhold payable to Supplier if required by law, except to the extent Supplier has submitted a certificate of exemption/reduced withholding. Flipkart shall remit the withholding taxes to the tax authorities and enable Supplier to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated in statute. (e) All the payments if Sub-recipient with regard to the invoice issued shall be made in a mode and manner as stipulated under Annexure B. (f) Parties agree that they shall endeavour to settle any dispute relating to the invoice within a period of 30 calendar days from the date of receipt of the aforesaid notice of dispute. If Parties fail to settle the disputed amount within the aforesaid period, the disputed amount shall be settled between the Parties in accordance with the dispute resolution procedure provided in this Agreement. It is hereby agreed by the Supplier that pending the settlement of any dispute, Supplier shall continue to honour the Purchase Orders placed by Flipkart and accepted by the Supplier. (g) Further, it is hereby agreed by the Supplier that in case there is any error in the invoice raised by the Supplier to Flipkart, the same shall be rectified immediately upon same being notified to Supplier. The decision of Flipkart in this regard shall be final. In the event Supplier fails to comply rectify the same, Flipkart shall be entitled to set off the same from the future payment to be made by Flipkart to Supplier. (h) As a full consideration for delivery of the Products, Flipkart shall pay the Supplier lower of the following: (i) the margin terms as prescribed in Annexure B (Part IV Margin Terms) of this Agreement; (ii) the amount specified in the applicable Purchase Order; or (iii) price quoted by the Supplier on the invoice on the date of delivery of the Products. (i) In case the consideration paid is less than the invoice value, then the Supplier needs to issue a credit note as per the GST Act to the extent of the differential amount. (j) In no event shall the Supplier make a claim to Flipkart with regards to any requirement price difference, price debits or claims of any errors of omission once the Products have been supplied to Flipkart. The Supplier will not claim any amounts on account of price difference under any circumstances. This clause will override all such clauses in this PFAAgreement with respect to price of the Products supplied. (k) For the purpose of this Agreement, it is hereby agreed that invoices would be issued by the Supplier in accordance with the provisions of the GST Act and the rules made thereunder read with the provisions of the Information Technology Act, 2000, containing all the particulars as required by the said laws. In case the Supplier chooses to do away with manual signature or digital signature on the invoice, in such case every such invoice issued by the Supplier to read a declaration stating such fact. (l) As a material term of this Agreement, Supplier agrees that the payment arrangement established under this Agreement represents Flipkart’s entire payment obligation under this Agreement.

Invoicing and Payments. 1Delek Marketing shall invoice Delek Refining monthly (or in the case of any Shortfall Payments, quarterly). Beginning three The Services Base Fee and the Shortfall Payment, if any, for any one-month (3or one Contract Quarter, as applicable) months period shall be due and payable by Delek Refining in arrears on or before the tenth (10th) Business Day following receipt by Delek Refining of such invoice. The Services Profit Share for any one-month period shall be due and payable by Delek Refining in arrears on or before the tenth (10th) Business Day of the second month following such period. Any past due payments owed pursuant to this Article 6 shall accrue interest, payable on demand, at the Prime Rate from the due date of the payment through the actual date of payment. Payment of any Services Base Fee, Services Profit Share or Shortfall Payment pursuant to this Article 6 shall be made by wire transfer of immediately available funds to an account designated in writing by Delek Marketing. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.” (h) The first sentence of Section 6.7 of the Marketing Agreement is hereby amended in its entirety to read as follows: “Delek Refining shall maintain the books, records and accounts reflecting the transactions arising from this Agreement during the Term, including, without limitation, accounting and administrative reports relating to the (a) marketing and sale of the Refinery Products and (b) accrual and payment of the Services Base Fee, Services Profit Share and Shortfall Payment attributable to the Term.” (i) The first sentence of Section 8.1 of the Marketing Agreement is hereby amended in its entirety to read as follows: “In the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event within a reasonable time after the Project Start Date identified in Exhibit Boccurrence of the Force Majeure event relied on, and every three the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided, that (3A) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance third anniversary of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing parties. The invoice Effective Date, Delek Refining shall be sent required to make payments (i) for the Project Coordinator with a copy to Services Base Fee and Services Profit Share for volumes actually sold under this Agreement, provided that the Research Program Manager. 2. Each invoice aggregate minimum amount of such Services Profit Share specified in Section 6.1(b) shall reference the line items in Exhibit Bnot apply for purposes of this clause (A)(i), and be in (ii) unless the form Force Majeure event is an event that adversely affects Delek Marketing’s ability to perform the marketing services it is required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced to perform under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting Agreement, for any Shortfall Payments and for the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (aaggregate minimum Services Profit Share specified in Section 6.1(b) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed such amount has not been paid pursuant to clause (A)(i) and (B) from and after the advance payment. (b) Regardless third anniversary of the actual amounts invoicedEffective Date, WRF will at all times during this PFA hold back twenty percent (20%) of Delek Refining shall be required to continue to make payments for the Project Funds Services Base Fee and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product Services Profit Share for volumes actually sold under this PFAAgreement, provided that the aggregate minimum amount of such Services Profit Share specified in Section 6.1(b) shall not apply for purposes of this clause (B). (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.”

Invoicing and Payments. 1Invoicing After services have been provided, the Provider will raise invoices detailing the item or service provided and submit the invoice for payment, unless the service involves a recurring fee. Beginning three (3) months after the Project Start Date identified in Exhibit BWhen a service involves a recurring fee, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient such as in the three (3) months prior to provision of Plan Management, the Provider will raise invoices and submit the invoice date for payment at least monthly. Unless otherwise agreed, all invoices will be submitted electronically. In an effort to accurately record the provision of services, upon the completion of ‘face-to-face services (outlined in Billable Tasks of Clause 4), the Provider will present the Participant with a Record of NDIS Services document to be signed. The NDIS has approved fees be charged for some non face-to-face tasks, detailed in Clause 4 Billable Tasks, without the support of a Record of NDIS Services document. The provider will submit the invoice for payment in different ways depending on the way each service is managed in the performance of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing partiesParticipant’s NDIS Plan. The invoice shall be sent to the Project Coordinator with a copy to the Research Program Manager. 2. Each invoice shall reference the line items in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as followsWhen services are managed by: (a) The ten percent (10%) advance NDIA, also known as “agency managed” The Provider will lodge the invoice with the NDIA directly for payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance payment.Provider; (b) Regardless of The Provider acting as Plan Manager, known as “plan managed by Provider” The Provider will lodge the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of invoices with the Project Funds and will only disburse same as follows: Ten percent (10%) of NDIA directly for payment to the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA.Provider; (c) No conditions, notations, acknowledgements, comments, or terms A Plan Manager other than the items required Provider, known as “plan managed by other” The Provider will email the invoice to be included the Participant and itemized on Sub-recipientthe Participant is responsible for promptly forwarding the invoice to their Plan Manager for payment within the Provider’s invoice shall be binding on WRF.terms; and (d) WRF The Participant, known as “self managed” The Provider will email the invoice to the Participant and the Participant is responsible for payment within the Provider’s terms. When an item or service is not included in the Participant’s NDIS plan, as outlined in Clause 4, the Provider will submit the invoice directly to the Participant for payment by them within the Provider’s payment terms. Payment Terms The Provider’s payment terms are 14 days from invoice date of issue. Unless otherwise arranged, all payments should be made directly to the Provider’s bank account by electronic funds transfer per the instructions on the Provider’s invoice. Non-compliance with the payment terms may deduct amounts affect future service delivery. Disagreement with charges If the Participant disagrees with the charges included in the Provider’s invoice, they should discuss their concerns with the Provider as soon as reasonably possible after the Provider’s invoice is received, by contacting the Provider via email or withhold payments if Sub-recipient fails telephone. If the Participant is not satisfied with the response to comply with any requirement this initial discussion, the Participant can escalate the discussion, by following the provider’s Feedback and Complaints process outlined in this PFAClause 7.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit B, The Monthly Expenditure Report and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing parties. The invoice Invoice shall be sent submitted for payment no more than 30 days following the close of each month. Reports are to the Project Coordinator with a copy to the Research be submitted to: Inter Tribal Council of Arizona, Inc. WIC Program Manager.Attn: WIC Director 0000 X. Xxxxxxx Xxx. Xxxxxxx, XX 00000 2. Each invoice shall reference The Final WIC Annual Expenditure Report and Time Study must be completed and sent to ITCA by November 30th for the line items in Exhibit B, and be previous fiscal year as per requirements in the form required ITCA WIC Program Policy and Procedure Manual. There shall be no further payment obligations under this Agreement once the expenditures on this report have been paid. 3. ITCA may, at its discretion, choose not to honor any delinquent Final WIC Annual Expenditure Report submitted after the deadline. 4. Expenditure Reports received and accepted and/or submitted for payment by ITCA shall not be deemed evidence of allowable costs under the Agreement. 5. If the allowability or appropriateness of an expense cannot be determined by ITCA because invoice detail, fiscal records or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by ITCA. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable. 6. Receipts for travel must be maintained to support the claimed expenditures within the appropriate fiscal year. 7. Costs and/or expenses deemed unallowable are subject to recovery by ITCA and/or USDA. 8. The Tribe may request up to one twelfth of the annual grant award in advance. The request must be made in writing to the link provided on Exhibit D. Only Expenses actually ITCA WIC Director. The amount of the advance will be reconciled at the end of the fiscal year. 9. The local agency must request written permission to purchase computer equipment or for capital expenditures or subcontracts in excess of $5,000. Computers that will be purchased to operate the STARS must meet the specifications outlined by ITCA. 10. Subject to the foregoing, ITCA shall reimburse the Tribe, upon receipt and approval of the Monthly Expenditure Report, for actual allowable expenditures incurred by Sub-recipient, in accordance with the Code, may authorized budgets. Reimbursement shall be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements made within 30 days of this PFA. No portion receipt of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance paymentMonthly Expenditure Report. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA. (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 17.1 TPSP shall pay the fees, charges, and penalties as stated and defined in the Partner Dashboard, this Agreement, and other agreements to be executed by the Parties. 7.2 All payments to be made to the DFS Provider by the TPSP under this Agreement shall be paid in the manner stated in this Section. Beginning three The DFS Provider shall send to the TPSP a monthly invoice, within fifteen (315) months calendar days after the Project Start Date identified end of each month that shows the usage of the XxxX Program by the TPSP and corresponding fees, charges and penalties. Said fees, charges and penalties are immediately due and payable upon the sending of said invoice by the DFS Provider and are collected via an Auto-Debit Arrangement as stated in Exhibit B, and every three (3) months thereafter during clause 6.2. 7.3 The TPSP acknowledges that it has the term responsibility to report to the DFS Provider in case of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient any discrepancy in the three invoice. 7.4 In such case that the available balance on the Settlement Account is not sufficient to cover the payable amount defined in the invoice at the moment of auto-debit collection, the TPSP acknowledges that the DFS Provider will not debit the Settlement Account but would impose an additional fee/penalty of Five Thousand Pesos (3) months prior Php 5,000). The DFS Provider will re-attempt to perform the auto-debit collection against the settlement account on a daily basis until there is sufficient balance to pay the invoice and penalties in full. The DFS Provider reserves the right to terminate the access to the invoice date XxxX Program during such scenario. 7.5 Unless otherwise allowed by the DFS Provider in writing, the performance DFS Provider shall have the right to automatically deduct the full amount of all fees, charges and penalties, including Creditable Withholding Tax (“CWT”) payable by the TPSP from the Settlement Account through an Auto Debit Arrangement. The TPSP, in signing this Agreement, hereby consents and authorizes the DFS Provider to deduct any and all amounts due to the DFS Provider under this Agreement. Any debiting not done for whatever reason as mentioned above shall not constitute a waiver of the Project DFS Provider's right to be paid and identifying all Cost Share and thirdto debit said amounts. As such, the DFS Provider shall have the right to immediately debit said un-party in- kind contributions as well as debited amounts without need of further notice. 7.6 If the contributing parties. The invoice shall be sent TPSP chooses to remit the CWT directly to the Project Coordinator with a copy Bureau of Internal Revenue (BIR), it shall only be credited the amount of the CWT upon the submission of the Certificate of Creditable Tax Withheld at Source (BIR Form No. 2307) evidencing CWT payment not later than fifteen (15) calendar days from the end of the month when the deduction was made by the DFS Provider. Should the TPSP fail to submit the said document within the given period, the DFS Provider shall have no obligation to credit back the CWT to the Research Program Manager. 2. Each invoice TPSP’s Settlement Account and shall reference have every right to refuse any request by the line items in Exhibit B, and be in TPSP for the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion reimbursement of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance paymentamount deducted. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA. (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3) months after the Project Start Date identified in Exhibit BDate, and every three (3) months thereafter during the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses expenses incurred by Sub-recipient in the three (3) months prior to the invoice date by the Sub-recipient in the performance of the Project Project, and identifying all Cost Share and thirdthird party in-party in- kind contributions as well as the contributing parties. The invoice shall be sent to the Research Manager and Project Coordinator with a copy to the Research Program Manageridentified in Exhibit B-WRF Key Contacts. 2. Each invoice shall reference should be displayed per the budget line items in Exhibit B, and A. All invoices must be in submitted using the form required attached in Exhibit D, must be on the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient’s letterhead, in accordance with and must be accurate and signed under penalty of perjury and sent to WRF’s Project Coordinator identified on Exhibit B. Only out of pocket costs and expenses incurred by the Code, Sub-recipient may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon the Sub-recipient timely submitting Deliverables meeting the requirements of this PFAReports. No portion of the Project Funds will be disbursed by WRF unless and until WRF receives, approves, receives and accepts each corresponding invoice and DeliverableReport. If WRF approves and accepts the invoices and DeliverablesReports are accepted, the Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses actual costs incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to the Sub-recipient after the Sub-recipient has completely and adequately responded to all of WRF’s editor queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Exhibit E – Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFACopyright (if applicable). (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on the Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if invoiced by the Sub-recipient if the Sub- recipient fails to comply with any requirement in this PFAWRF standard and/or Federal Uniform Administrative Requirements of the Sub-recipient’s cognitive agency.

Invoicing and Payments. 1(a) American hereby agrees to pay Supplier the fees set forth in Attachment II (Pricing Schedule), Pass-Through Expenses (as set forth in Attachment I - Specifications) and such other amounts as expressly provided for in this Agreement and any Attachment hereto (the “Fees”). Beginning three * This relief from Service Levels and MAP Standards shall not relieve Supplier of its other responsibilities and obligations hereunder in that month. (3b) months During the transition/implementation period, Supplier invoicing will be based on the associated percentage of actual * for the specified categories or work prior to the transition. This is subject to adjustment for the number of days in the month Supplier has provided Services. (c) eTDS Exception Services Contract – Exhibit A AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC. * CONFIDENTIAL TREATMENT REQUESTED (d) Within 3 business days after the Project Start Date identified end of each month, American shall provide Supplier with the volume of actual Tickets for such month. Upon receipt of such information Supplier shall provide American with an invoice which will include a statement setting forth the actual Fees for such month (the “Actual Fees”). Supplier will in Exhibit Ball instances provide a detailed and verifiable invoice for actual Services provided/incurred during such month. In the event the Actual Fees are greater than the Forecasted Fees, then Supplier will calculate such excess on the invoice and American shall pay such excess. In the event the Forecasted Fees are greater than the Actual Fees indicated on the invoice, then Supplier shall credit such excess to American toward the current month’s Forecasted Fees. Supplier shall send American a detailed and verifiable invoice for Pass-Through Expenses within a reasonable time of incurring such expense but in no event later than the second month following the month incurred. (e) Invoices shall be forwarded by one of the following methods: (1) By mail to the following address: AMERICAN AIRLINES 0000 Xxxx Xxxxxx Blvd. TDS 3444 Xxxx Xxxxx, XX 00000 Attn: Managing Director, Reservations (2) Electronically via American’s iPayables system. Supplier will be responsible for coordinating iPayables invoicing setup by contacting American’s disbursement representatives Xxx Xxxxxx (xxx.xxxxxx@xx.xxx or (000) 000-0000) or Xxxx Xxxxx (xxxx.xxxxx@xx.xxx or (000) 000-0000). (f) Notwithstanding anything herein to the contrary, it is specifically understood and agreed that throughout the term of this Agreement, and every three thereafter as reasonably necessary for windup of this Agreement, American shall have the right to audit Supplier’s processes, customer service quality (3) months thereafter including telephone), and details behind charges invoiced to American. In addition, American shall at all times during the term of this PFA, SubAgreement have the right to maintain an on-recipient shall submit to WRF a detailed invoice itemizing site presence at the Expenses incurred by Sub-recipient Facility for the purposes outlined in the three (3) months prior foregoing sentence. Supplier, at its expense, shall provide reasonable office space and access to business equipment and all reports and data related to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- kind contributions Services as well as the contributing parties. The invoice shall be sent provided pursuant to the Project Coordinator with a copy to the Research Program Managerthis Agreement. 2. Each invoice shall reference the line items in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, in accordance with the Code, may be invoiced under this PFA. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting the requirements of this PFA. No portion of the Project Funds will be disbursed unless and until WRF receives, approves, and accepts each corresponding invoice and Deliverable. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as follows: (a) The ten percent (10%) advance payment must be shown on all invoices, including the final invoice, as an advance payment received by Sub-recipient. Subject to the hold back provision below, invoices will be paid to the extent Expenses incurred exceed the advance payment. (b) Regardless of the actual amounts invoiced, WRF will at all times during this PFA hold back twenty percent (20%) of the Project Funds and will only disburse same as follows: Ten percent (10%) of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoice, and Assignment of Copyright, a form of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFA. (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.

Invoicing and Payments. 1. Beginning three (3i) months after The Providing Party shall invoice the Project Start Date identified in Exhibit BReceiving Party as follows for Transition Services fees, costs, expenses, liabilities, Losses, and every three other amounts paid, owed, or required to be paid by the Receiving Party under this Agreement (3) months thereafter during collectively the term of this PFA, Sub-recipient shall submit to WRF a detailed invoice itemizing the Expenses incurred by Sub-recipient in the three (3) months prior to the invoice date in the performance of the Project and identifying all Cost Share and third-party in- kind contributions as well as the contributing parties. The “Transition Service Expenses”): an invoice shall be sent rendered on the 15th day of the month that immediately follows the month in which the applicable Transition Services are to be provided, setting forth in reasonable detail the Transition Service Expenses to be paid, subject to the Project Coordinator with a copy provisions of Section 5(a) of this Agreement; provided, however, that if the Receiving Party elects to extend the Research Program ManagerTerm pursuant to Section 12(b), the fees for all Transition Services shall be equal to 115% of the applicable fees for such Transition Services set forth in the attached Exhibits. 2(ii) The Receiving Party shall pay all such invoices no later than thirty (30) days after receipt. Each invoice For the avoidance of doubt, any Transition Service Expenses invoiced to Buyer or Seller hereunder shall reference the line items be deemed invoiced to and received by their respective Receiving Parties. (iii) Outstanding amounts not paid in Exhibit B, and be in the form required in the link provided on Exhibit D. Only Expenses actually incurred by Sub-recipient, full in accordance with this Section 5 shall bear interest from the Code, may be invoiced date such payment was due under this PFAAgreement at the rate of the lesser of 0.75% per month or the highest amount permitted to be charged under applicable Law. Any collection of interest with respect to overdue payments shall be in addition to, and not in limitation of, the remedies at law or equity or otherwise available to the Party to whom such payment is owed. 3. WRF will disburse Project Funds based upon Sub-recipient timely submitting Deliverables meeting (iv) For avoidance of doubt, the requirements of this PFA. No portion Transition Service Expenses shall not include any of the Project Funds will Receiving Party’s accounts payable or be disbursed unless and until WRF receivesnet of any of the Receiving Party’s accounts receivable, approves, and accepts each corresponding invoice and Deliverablethat in either case the Providing Party may process on behalf of the Receiving Party pursuant to a provided Transition Service. If WRF approves and accepts the invoices and Deliverables, Sub-recipient will be paid as followsFor clarity: (a1) The ten percent (10%) advance payment must be shown on all invoicesIf, including the final invoice, as an advance payment received by Sub-recipient. Subject pursuant to the hold back provision belowof a Transition Service, invoices will be paid the Providing Party processes any accounts payable on behalf of the Receiving Party, the Providing Party shall provide the Receiving Party with the invoice(s) for such accounts payable, and the Receiving Party (x) shall verify the amount(s) stated on such invoice(s), and (y) transfer such amount(s) to the extent Expenses incurred exceed the advance paymentProviding Party by wire transfer of immediately available funds or electronic transmission of immediately available funds, in each case within a commercially reasonable period following receipt of such invoice(s). (b2) Regardless If, pursuant to the provision of a Transition Service, the Providing Party receives payment of any accounts receivable on behalf of the actual amounts invoicedReceiving Party, WRF will at all times during this PFA hold back twenty percent the Providing Party shall (20%x) advise the Receiving Party of the Project Funds and will only disburse same as follows: Ten percent (10%) its receipt of the Project Funds will be disbursed to Sub-recipient when WRF receives and accepts the Draft Report. The remaining held back ten percent (10%) of the Project Funds will be disbursed to Sub-recipient after Sub-recipient has completely and adequately responded to all of WRF’s queries on the Final Report, has made all revisions reasonably requested by WRF to finalize the Final Report, submitted a final invoicesuch amount(s), and Assignment (y) transfer such amount(s) to the Receiving Party by wire transfer of Copyrightimmediately available funds or electronic transmission of immediately available funds, in each case within a form commercially reasonable period following receipt of which is attached in Exhibit E, executed by all those who prepared or contributed to Work Product under this PFAsuch amount(s). (c) No conditions, notations, acknowledgements, comments, or terms other than the items required to be included and itemized on Sub-recipient’s invoice shall be binding on WRF. (d) WRF may deduct amounts or withhold payments if Sub-recipient fails to comply with any requirement in this PFA.