Common use of Invoicing and Payments Clause in Contracts

Invoicing and Payments. A. For any Job Order less than $10,000 for which the completion date is scheduled for less than one month (30 calendar days) from issuance of the Job Order, HISD shall make only one payment upon final completion and approval of the Work by HISD. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount. C. All material and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision shall not be construed as: 1. Relieving the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this Contract. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For 4.1 In order to facilitate the Employment Business’ accounts department to process invoices and payments smoothly, the Contractor undertakes to comply with and be subject to the rules contained within Schedule 3, which for the avoidance of doubt may be modified by the Employment Business at any Job Order less than $10,000 time. Failure to comply with the terms contained in this document may lead to payment being delayed as a result. 4.2 Except where the Assignment Schedule specifies that Fees are payable upon achievement of deliverables/ project milestones, the Contractor shall be entitled to receive payment of the Fee as detailed in the Assignment Schedule for all hours/days during which Services are provided by the Contractor. Subject to any agreement by the parties to the contrary the Contractor shall not be entitled to receive payment from either the Employment Business or the Client for time not spent on Assignment whether in respect of holidays, illness or absence for any other reason. The Employment Business undertakes that the Contractor will be entitled to payment for the Services actually performed irrespective of whether the Employment Business has received payment from the Client. 4.3 Timesheets (or where agreed, project reports detailing the work performed together with an analysis of hours spent), provided by the Employment Business or the Client and authorised by the Client's authorised representative, shall be submitted by the Contractor to the Employment Business in accordance with Schedule 3. Timesheets or project reports as applicable must be submitted within 8 weeks of the end of the period to which the completion date is scheduled for less than one month (30 calendar days) from issuance timesheet or project report relates. 4.4 Unless specifically notified to the contrary at the commencement of the Job OrderAssignment, HISD upon receipt of an authorised timesheet or project report, the Employment Business will raise invoices on behalf of the Contractor in accordance with the Self-Billing Agreement set out in Schedule 2. The Employment Business will process payments in accordance with Schedule 3. The Employment Business will process payment of the Fee on a monthly basis unless otherwise agreed by the Employment Business. 4.5 Where the Contractor fails to submit a properly authenticated time sheet/project report that has been authorised by the Client either within the period referred to in clause 4.3 or at all, then the Employment Business shall undertake reasonably prompt enquiries with the Client as to the Services performed by the Contractor. The Contractor acknowledges that there will be a delay in payment whilst such enquiries are conducted. The Contractor is entitled to receive payment for Services performed in the absence of a timesheet/ project report that has been signed/authorised by the Client; however, the Employment Business shall make only one no payment to the Contractor for hours not worked or Services not performed. In the event that the Employment Business makes any payment to the Contractor in respect of time claimed to have been spent performing Services, where in fact no such Services were performed as claimed, then the Contractor shall immediately refund such payment to the Employment Business upon final completion and approval of a written request from the Work by HISDEmployment Business to do so. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as The Contractor acknowledges that attempting to procure payment for Services not performed may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager a criminal offence and the HISD Issuing AuthorityEmployment Business will refer the matter to the appropriate authorities. 4.6 In the event that the Contractor is not in possession of a timesheet/project report covering the period in which the Services were provided, the Contractor must promptly notify the Employment Business. The Employment Business will not accept, and will not make payment in respect of, timesheets/project reports relating to a period other than when the Services were provided. 4.7 The Employment Business’ accounts department will use all reasonable endeavours to facilitate the settlement of accounts and account queries. 4.8 The Employment Business will make payments using BACS or electronic transfer at the Employment Business’ discretion. The Contractor shall furnish a breakdown ensure that the relevant banking details have been advised to the Employment Business prior to the date of the total Job Order price showing first scheduled payment. 4.9 All Fees payable by the amount included therein Employment Business to the Contractor hereunder (i) shall be exclusive of Value Added Tax, which shall be charged by the Contractor (where the Contractor is registered for each principal category VAT which has been verified by the Employment Business) in addition, shown separately on the invoice at the rate in effect on the date of the Workinvoice; and (ii) are gross and shall be payable net of any deductions that the Employment Business may now or in the future be required by law to deduct therefrom. 4.10 The Excess SSW Fees shall apply in respect of hours worked outside the SSW and which the Client has agreed as hours attracting Excess SSW Fees. Any Services provided outside the SSW for the Client must have the prior written authorisation of the Client. 4.11 The Employment Business shall only reimburse expenses reasonably incurred by the Contractor in the course of performing the Services if such claim is supported by all valid receipts and documentation, in such detail as requested, together with written authorisation from the Client authorising the Contractor to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2incur those expenses. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does shall not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release submit any expense claims to the Contractor all or a portion of any excess amount. C. All material Employment Business (and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision Employment Business shall not be construed as:liable to reimburse expense claims) if such claims have not already been authorised and actually signed off by the relevant line manager of the Client (a clearly printed name and signature is required for paper-based expense documents) prior to submission to the Employment Business. For the avoidance of doubt, travel costs to and from the Client Location are for the Contractor’s own account. 14.12 The Contractor shall be entitled to charge interest at the rate of 2% per annum above the base lending rate for the time being of Barclays Bank plc on any sums due but not paid, from the date payment became due until the actual date of payment. Relieving The parties agree that this represents a substantial remedy in the context of the Late Payment of Commercial Debts (Interest) Act 1998. 4.13 The Contractor agrees that any overpayment of the Fee shall constitute a debt to the Employment Business payable on demand. The Employment Business shall be entitled to set off any sums owing from the Contractor from to the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or Employment Business against the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this ContractFee. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For any Job Order less than $10,000 for which the completion date is scheduled for less than one month (30 calendar daysi) from issuance SERANOVA shall remit payment of the Job Ordermonthly fee set forth on Exhibit A to ITIG on or before the first day of each month for the preceding month's Services. The first such payment shall commence on the first day of the first month following the Effective Date. Payment for any Services provided for a partial month period preceding or following the initial payment shall be prorated accordingly based on the number of days in a given month. Notwithstanding any other provision of this Section 5, HISD ITIG shall make only one payment upon final completion and approval all payments to third parties as necessary to ensure continued Services of the Work types contemplated in this Agreement. (ii) ITIG shall pay wages, provide benefits and make employer contributions on behalf of the ITIG employees listed on Exhibit B, which is attached hereto and incorporated by HISDreference ("Retained Employees") until each Retained Employee resigns his/her employment with ITIG or is transferred and becomes an employee of SERANOVA (the "Transfer Date") and SERANOVA shall reimburse ITIG for all such wages, benefits and employer contributions paid by ITIG from the Effective Date until the Transfer Date. HISD ITIG's obligations to continue to pay wages, provide benefits and make employer's contributions shall make progress payments monthly as terminate on each individual Retained Employee's Transfer Date or upon termination or resignation of employment of such Retained Employee. In light of SERANOVA's total control over the Work proceeds on all other Job Ordersterms and conditions of such Retained Employees, SERANOVA retains the right to request the termination of any Retained Employee when necessary and appropriate. All amounts payable to any Retained Employee terminates under this Section 5(a)(ii) by virtue of such termination, including but not limited to severance pay, accrued wages, accrued vacation or at more frequent intervals as leave pay, shall be reimbursed to ITIG by SERANOVA. Such Exhibit B may be determined amended from time to time. (b) SERANOVA agrees to pay amounts equal to any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by SERANOVA to ITIG hereunder, this Agreement or any Services provided by ITIG to SERANOVA pursuant hereto and any taxes or amounts in lieu thereof paid or payable by ITIG, exclusive of taxes based on ITIG's net income for the HISD Issuing AuthorityServices or for any employees, on estimates agents or subcontractor of construction progress approved ITIG. ITIG will invoice SERANOVA for any taxes payable by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done SERANOVA that are required to be taken into consideration if: 1. Consideration is specifically authorized collected by this Contract: 2. The Contractor furnishes evidence satisfactory ITIG pursuant to HISD that he has acquired title to such material and that the material will be used to perform this Contract; andany applicable law, rule, regulation or other requirement of law. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount. C. All material and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision shall not be construed as: 1. Relieving the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this Contract. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For any Job Order less than $10,000 for which the completion date is scheduled for less than one month (30 calendar days) from issuance of the Job Order, HISD shall make only one payment upon final completion and approval of the Work by HISD. HISD 14.1 Owner shall make progress payments monthly as the Work proceeds on all other Job Ordersproceeds, or at more frequent intervals as may be determined by the HISD Issuing AuthorityOwner, on estimates of construction progress Work completed submitted by the Job Order Contractor and approved by the HISD General Manager and the HISD Issuing AuthorityOwner. The Job Order Contractor shall furnish use an acceptable invoice form and shall include supporting documents to reflect a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation estimation of estimates the HISD Issuing Authority may Work completed, Owner will authorize progress payments payment for material delivered on the site and preparatory Work work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The if Job Order Contractor furnishes satisfactory evidence satisfactory to HISD that he it has acquired title to such material and that the material will be used to perform this Contract; andthe Work. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove 14.2 In the materials from the site once paid for by HISD. B. In making processing of progress payments, there shall be retained Owner may retain five percent (5%) of the estimated amount until final completion and acceptance of all Work performed under the Job Order. Retention applicable to each Job Order shall be released within sixty days after final completion of the Job Order by HISD. When and acceptance of the Work under the Job Order. However, if Owner finds that satisfactory progress was achieved during any period for which a progress payment is substantially completeto be made, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and Owner may release authorize payment to the Contractor all or a portion of any excess amountbe made in full without retention. C. 14.3 All material and Work work covered by progress payments made shall, at the time of payment, become the sole property of HISDOwner, but this provision shall not be construed as: 1. a. Relieving the Job Order Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. b. Waiving the right of HISD Owner to require the fulfillment of all of the terms of this the Contract. D. HISD 14.4 An estimate of the Work submitted shall be deemed approved and certified for payment after seven days from the date of submission unless before that time the Owner or Owner’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the Work that are not approved for payment under this Contract. The Owner may withhold an amount from the progress payment sufficient to pay the expenses the Owner reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before thirty days after the estimate of the Work is certified and approved. The estimate of the Work shall be deemed received by the Owner on submission to any person designated by the Owner for the submission, review or approval of the estimate of the Work. 14.5 Owner shall pay the retained amount all unpaid amounts due the Job Order Contractor under this Contract within thirty (30) days, after: a. Completion and acceptance of the Work; b. Presentation of a properly executed invoice; c. Presentation of release of all claims against Owner arising by virtue of the Contract, other than claims, in stated amounts, that Job Order Contractor has specifically excepted from the operation of the release. A release may also be required of the assignee if Job Order Contractor's claim to amounts payable under this Contract has been assigned. Job Order Contractor shall complete a Contractor's release form acceptable to Owner; and d. Consent of Job Order Contractor’s surety, if any. 14.6 Job Order Contractor shall submit three (3) original invoices to the following address: 14.7 Pursuant to Texas Family Code Section 231.006, Texas Government Code Sections 2155.004 and 2155.006, Contractor certifies that it is not ineligible to receive the Agreement and payments pursuant to the Agreement and acknowledges that the Agreement may be terminated and payment withheld if this representation and warranty is inaccurate.

Invoicing and Payments. A. For 4.1 In order to facilitate the Employment Business’ accounts department to process invoices and payments smoothly, the Contractor undertakes to comply with and be subject to the rules contained within Schedule Three, which for the avoidance of doubt may be modified by the Employment Business at any Job Order less than $10,000 time. Failure to comply with the terms contained in this document may lead to payment being delayed as a result. 4.2 Except where the Assignment Schedule specifies that Fees are payable upon achievement of deliverables/ project milestones, the Contractor shall be entitled to receive payment of the Fee as detailed in the Assignment Schedule for all hours/days during which Services are provided by the Contractor. Subject to any agreement by the parties to the contrary the Contractor shall not be entitled to receive payment from either the Employment Business or the Client for time not spent on Assignment whether in respect of holidays, illness or absence for any other reason. 4.3 Timesheets (or where agreed, project reports detailing the work performed together with an analysis of hours spent), provided by the Employment Business or the Client and authorised by the Client's authorised representative, shall be submitted by the Contractor to the Employment Business in accordance with Schedule Three. The Employment Business shall have no liability to make payment to the Contractor where a timesheet or project report as applicable is not submitted within 8 weeks of the period to which the completion date is scheduled for less than one month (30 calendar days) from issuance timesheet or project report relates. 4.4 Unless specifically notified to the contrary at the commencement of the Job OrderAssignment, HISD upon receipt of an authorised timesheet or project report, the Employment Business will raise invoices on behalf of the Contractor in accordance with the Self-Billing Agreement set out in Schedule Two. The Employment Business will process payments in accordance with Schedule Three. The Employment Business will process payment of the Fee on a monthly basis unless otherwise agreed by the Employment Business. 4.5 Where the Contractor fails to submit a properly authenticated time sheet/project report that has been authorised by the Client either within the period referred to in clause 4.3 or at all, then the Employment Business shall be under no obligation to make payment in respect of the time worked that is covered by such time sheet/project report. The Employment Business shall make only one no payment to the Contractor for hours not worked or Services not performed. In the event that the Employment Business makes any payment to the Contractor in respect of time claimed to have been spent performing Services, where in fact no such Services were performed as claimed, then the Contractor shall immediately refund such payment to the Employment Business upon final completion and approval of a written request from the Work by HISDEmployment Business to do so. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as The Contractor acknowledges that attempting to procure payment for Services not performed may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager a criminal offence and the HISD Issuing AuthorityEmployment Business will refer the matter to the appropriate authorities. 4.6 In the event that the Contractor is not in possession of a timesheet/project report covering the period in which the Services were provided, the Contractor must promptly notify the Employment Business. The Employment Business will not accept, and will not make payment in respect of, timesheets/project reports relating to a period other than when the Services were provided. 4.7 The Employment Business’ accounts department will use all reasonable endeavours to facilitate the settlement of accounts and account queries. 4.8 The Employment Business will make payments using BACS or electronic transfer at the Employment Business’ discretion. The Contractor shall furnish a breakdown ensure that the relevant banking details have been advised to the Employment Business prior to the date of the total Job Order price showing first scheduled payment. 4.9 All Fees payable by the amount included therein Employment Business to the Contractor hereunder (i) shall be exclusive of Value Added Tax, which shall be charged by the Contractor (where the Contractor is registered for each principal category VAT which has been verified by the Employment Business) in addition, shown separately on the invoice at the rate in effect on the date of the Workinvoice; and (ii) are gross and shall be payable net of any deductions that the Employment Business may now or in the future be required by law to deduct therefrom. 4.10 The Excess SSW Fees shall apply in respect of hours worked outside the SSW and which the Client has agreed as hours attracting Excess SSW Fees. Any Services provided outside the SSW for the Client must have the prior written authorisation of the Client. 4.11 The Employment Business shall only reimburse expenses reasonably incurred by the Contractor in the course of performing the Services if such claim is supported by all valid receipts and documentation, in such detail as requested, together with written authorisation from the Client authorising the Contractor to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2incur those expenses. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does shall not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release submit any expense claims to the Contractor all or a portion of any excess amount. C. All material Employment Business (and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision Employment Business shall not be construed as:liable to reimburse expense claims) if such claims have not already been authorised and actually signed off by the relevant line manager of the Client (a clearly printed name and signature is required for paper-based expense documents) prior to submission to the Employment Business. For the avoidance of doubt, travel costs to and from the Client Location are for the Contractor’s own account. 14.12 The Contractor shall be entitled to charge interest at the rate of 2% per annum above the base lending rate for the time being of Barclays Bank plc on any sums due but not paid, from the date payment became due until the actual date of payment. Relieving The parties agree that this represents a substantial remedy in the context of the Late Payment of Commercial Debts (Interest) Act 1998. 4.13 The Contractor agrees that any overpayment of the Fee shall constitute a debt to the Employment Business payable on demand. The Employment Business shall be entitled to set off any sums owing from the Contractor from to the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or Employment Business against the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this ContractFee. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For any Job Order less than $10,000 a) Pre-financing: Where required by Article I.4.1, the Contractor shall provide a financial guarantee in the form of a bank guarantee or equivalent supplied by a bank or an authorised financial institution (guarantor) equal to the amount indicated in the same Article to cover pre-financing under the Contract. The guarantor shall pay to Fusion for Energy at its request an amount corresponding to payments made by it to the Contractor which have not yet been covered by equivalent delivery of goods or execution of related services on his part. The guarantor shall stand as first-call guarantor and shall not require Fusion for Energy to have recourse against the principal debtor (the Contractor). The guarantee shall specify that it enters into force at the latest on the date on which the completion date is scheduled Contractor receives the pre-financing. Fusion for less than one month (30 calendar days) Energy shall release the guarantor from issuance of the Job Order, HISD shall make only one payment upon final completion and approval of the Work by HISD. HISD shall make progress payments monthly its obligations as soon as the Work proceeds on all other Job Orders, Contractor has demonstrated that any pre-financing has been covered by equivalent delivery of goods or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates execution of construction progress approved by the HISD General Manager and the HISD Issuing Authorityrelated services. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there guarantee shall be retained five percent (5%) until the pre-financing has been deducted from payment of the estimated amount until final completion and acceptance balance. It shall be released the following month. The cost of providing such guarantee shall be borne by the Contractor. If requested by the contractor, yearly adjustments of the Job Order by HISD. When guarantee shall be made according to the Work is substantially completeexecuted deliveries and payments based on confirming letters of Fusion for Energy. b) Interim payment: After the delivery of each deliverable indicated in Annex B, the HISD Issuing Authority Contractor shall retain submit to Fusion for Energy a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: · an amount that Acceptance Data Package in accordance with the HISD Issuing Authority considers adequate protection requirements laid down in Annex A; · the relevant invoices indicating the reference number of HISD the Contract to which they refer; If the Acceptance Data Package is a condition for payment, on receipt Fusion for Energy shall have the period of time indicated in the Special Conditions in which: · to approve it, with or without comments or reservations, or suspend such period and may release request additional information; or · to reject it and request a new Acceptance Data Package. If Fusion for Energy does not react within this period, the Acceptance Data Package shall be deemed to have been approved. Approval of the Acceptance Data Package does not imply recognition either of its regularity or of the authenticity, completeness or correctness of the declarations or information enclosed. Where Fusion for Energy requests a new Acceptance Data Package because the one previously submitted has been rejected, this shall be submitted within the period of time indicated in the Special Conditions. The new Acceptance Data Package shall likewise be subject to the Contractor all or a portion of any excess amountabove provisions. C. All material c) Payment of the balance: Within sixty days of receipt by the Contractor of the Acceptance Note signed by Fusion for Energy of the last goods delivered under the Contract, he shall submit the relevant invoice, drawn up in duplicate and Work covered bearing the Contract number, to Fusion for Energy for approval. Where required, it shall be accompanied by progress payments made shall, at Final Report in accordance with the time of requirements laid down in Annex A. If the Final Report is a condition for payment, become on receipt Fusion for Energy shall have the sole property period of HISDtime indicated in the Special Conditions in which: · to approve it, but with or without comments or reservations, or suspend such period and request additional information; or · to reject it and request a new Final Report. If Fusion for Energy does not react within this provision period, the Final Report shall not be construed as: 1. Relieving the Contractor from the sole responsibility for loss of or damage deemed to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2approved. Waiving the right of HISD to require the fulfillment of all Approval of the terms Final Report does not imply recognition either of its regularity, or of the authenticity, completeness or correctness of the declarations or information enclosed. Where Fusion for Energy requests a new Final Report, because the one previously submitted has been rejected, this Contractshall be submitted within the period of time indicated in the Special Conditions. The new Final Report shall likewise be subject to the above provisions. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For Delek Marketing shall invoice Delek Refining monthly (or in the case of any Job Order less than $10,000 Shortfall Payments, quarterly). The Services Base Fee and the Shortfall Payment, if any, for which the completion date is scheduled for less than one any one-month (30 calendar daysor one Contract Quarter, as applicable) from issuance 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 Job Ordersecond month following such period. Any past due payments owed pursuant to this Article 6 shall accrue interest, HISD shall make only one payment upon final completion and approval of the Work by HISD. HISD shall make progress payments monthly as the Work proceeds payable on all other Job Orders, or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount. C. All material and Work covered by progress payments made shalldemand, at the time Prime Rate from the due date of the payment through the actual date of payment. Payment of any Services Base Fee, become 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 sole property next succeeding Business Day.” (e) The first sentence of HISDSection 6.7 of the Marketing Agreement is hereby amended in its entirety to read as follows: “Delek Refining shall maintain the books, but records and accounts reflecting the transactions arising from this provision 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.” (f) 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 occurrence of the Force Majeure event relied on, 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 (A) prior to the third anniversary of the Effective Date, Delek Refining shall be required to make payments (i) for the Services Base Fee and Services Profit Share for volumes actually sold under this Agreement, provided that the aggregate minimum amount of such Services Profit Share specified in Section 6.1(b) shall not be construed as: 1. Relieving apply for purposes of this clause (A)(i), and (ii) unless the Contractor Force Majeure event is an event that adversely affects Delek Marketing’s ability to perform the marketing services it is required to perform under this Agreement, for any Shortfall Payments and for the aggregate minimum Services Profit Share specified in Section 6.1(b) to the extent such amount has not been paid pursuant to clause (A)(i) and (B) from and after the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all third anniversary of the terms Effective Date, Delek Refining shall be required to continue to make payments for the Services Base Fee and Services Profit Share for volumes actually sold under this Agreement, provided that the aggregate minimum amount of such Services Profit Share specified in Section 6.1(b) shall not apply for purposes of this Contractclause (B). D. HISD shall pay the retained amount due the Contractor under this Contract after:”

Invoicing and Payments. A. For any Job Order less than $10,000 for which the completion date is scheduled for less than one month (30 calendar daysi) from issuance SERANOVA shall remit payment of the Job Ordermonthly fee set forth on Exhibit A to ITIG on or before the first day of each month for ---------- the preceding month's Services. The first such payment shall commence on the first day of the first month following the Effective Date. Payment for any Services provided for a partial month period preceding or following the initial payment shall be prorated accordingly based on the number of days in a given month. Notwithstanding any other provision of this Section 5, HISD ITIG shall make only one payment upon final completion and approval all payments to third parties as necessary to ensure continued Services of the Work types contemplated in this Agreement. (ii) ITIG shall pay wages, provide benefits and make employer contributions on behalf of the ITIG employees listed on Exhibit ------- B, which is attached hereto and incorporated by HISDreference - ("Retained Employees") until each Retained Employee resigns his/her employment with ITIG or is transferred and becomes an employee of SERANOVA (the "Transfer Date") and SERANOVA shall reimburse ITIG for all such wages, benefits and employer contributions paid by ITIG from the Effective Date until the Transfer Date. HISD ITIG's obligations to continue to pay wages, provide benefits and make employer's contributions shall make progress payments monthly as terminate on each individual Retained Employee's Transfer Date or upon termination or resignation of employment of such Retained Employee. In light of SERANOVA's total control over the Work proceeds on all other Job Ordersterms and conditions of such Retained Employees, SERANOVA retains the right to request the termination of any Retained Employee when necessary and appropriate. All amounts payable to any Retained Employee terminates under this Section 5(a)(ii) by virtue of such termination, including but not limited to severance pay, accrued wages, accrued vacation or at more frequent intervals as leave pay, shall be reimbursed to ITIG by SERANOVA. Such Exhibit B may be determined amended from time to time. --------- (b) SERANOVA agrees to pay amounts equal to any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by SERANOVA to ITIG hereunder, this Agreement or any Services provided by ITIG to SERANOVA pursuant hereto and any taxes or amounts in lieu thereof paid or payable by ITIG, exclusive of taxes based on ITIG's net income for the HISD Issuing AuthorityServices or for any employees, on estimates agents or subcontractor of construction progress approved ITIG. ITIG will invoice SERANOVA for any taxes payable by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done SERANOVA that are required to be taken into consideration if: 1. Consideration is specifically authorized collected by this Contract: 2. The Contractor furnishes evidence satisfactory ITIG pursuant to HISD that he has acquired title to such material and that the material will be used to perform this Contract; andany applicable law, rule, regulation or other requirement of law. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount. C. All material and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision shall not be construed as: 1. Relieving the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this Contract. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For 4.1 In order to facilitate the Employment Business’ accounts department to process self-bills and payments smoothly, the Contractor undertakes to comply with and be subject to the rules contained within Schedule Three, which for the avoidance of doubt may be modified by the Em- ployment Business at any Job Order less than $10,000 time. Failure to comply with the terms contained in this document may lead to payment being delayed as a result. 4.2 Except where the Assignment Schedule specifies that Fees are payable upon achievement of deliverables/ project milestones, the Contractor shall be entitled to receive payment of the Fee as detailed in the Assignment Schedule for all hours/days during which Services are provided by the Contractor. Subject to any agreement by the parties to the contrary the Contractor shall not be entitled to receive payment from either the Employment Business or the Client for time not spent on Assignment whether in respect of holidays, illness or absence for any other reason. 4.3 Timesheets (or where agreed, project reports detailing the work performed together with an analysis of hours spent), provided by the Employment Business or the Client and authorised by the Client’s authorised representative, shall be submitted by the Contractor to the Employment Busi- ness in accordance with Schedule Three. The Employment Business shall have no liability to make payment to the Contractor where a timesheet or project report as applicable is not submitted with- in 8 weeks of the period to which the completion date is scheduled for less than one month (30 calendar days) from issuance timesheet or project report relates. 4.4 Upon receipt of an authorised timesheet or project report, the Employment Business will raise invoices on behalf of the Job OrderContractor in accordance with the Self-Billing Agreement set out in Schedule Two. The Employment Business will process payments in accordance with Schedule Three. The Employment Business will process payment of the Fee on a monthly basis unless oth- erwise agreed by the Employment Business. 4.5 Where the Contractor fails to submit a properly authenticated time sheet/project report that has been authorised by the Client either within the period referred to in clause 4.3 or at all, HISD then the Employment Business shall be under no obligation to make payment in respect of the time worked that is covered by such time sheet/project report. The Employment Business shall make only one no payment to the Contractor for hours not worked or Services not performed. In the event that the Employment Business makes any payment to the Contractor in respect of time claimed to have been spent performing Services, where in fact no such Services were performed as claimed, then the Contractor shall immediately refund such payment to the Employment Business upon final completion and approval of a written request from the Work by HISDEmployment Business to do so. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as The Contractor acknowledges that attempting to procure payment for Services not performed may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager a criminal offence and the HISD Issuing AuthorityEmployment Business will refer the matter to the appropriate authorities. 4.6 In the event that the Contractor is not in possession of a timesheet/project report covering the period in which the Services were provided, the Contractor must promptly notify the Employ- ment Business. The Employment Business will not accept, and will not make payment in respect of, timesheets/project reports relating to a period other than when the Services were provided. 4.7 The Employment Business’ accounts department will use all reasonable endeavours to facilitate the settlement of accounts and account queries. 4.8 The Employment Business will make payments using BACS or electronic transfer at the Em- ployment Business’ discretion. The Contractor shall furnish a breakdown ensure that the relevant banking details have been advised to the Employment Business prior to the date of the total Job Order price showing first scheduled payment. 4.9 All Fees payable by the amount included therein Employment Business to the Contractor hereunder (i) shall be exclusive of Value Added Tax, which shall be additionally chargeable by the Contractor (where the Contractor is registered for each principal category VAT and this has been verified by the Employment Business) in addi- tion, shown separately on the self-bill at the rate in effect on the date of the Workself-bill; and (ii) are gross and shall be payable net of any deductions that the Employment Business may now or in the future be required by law to deduct therefrom. 4.10 The Excess SSW Fees shall apply in respect of hours worked outside the SSW and which the Client has agreed as hours attracting Excess SSW Fees. Any Services provided outside the SSW for the Client must have the prior written authorisation of the Client. 4.11 The Employment Business shall only reimburse expenses reasonably incurred by the Con- tractor in the course of performing the Services if such claim is supported by all valid receipts and documentation, in such detail as requested, together with written authorisation from the Client authorising the Contractor to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2incur those expenses. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does shall not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release submit any expense claims to the Contractor all or a portion of any excess amount. C. All material Employment Business (and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision Employment Business shall not be construed as:liable to reimburse expense claims) if such claims have not already been authorised and actually signed off by the relevant authorised signa- tory of the Client (a clearly printed name and signature is required for paper-based expense docu- ments) prior to submission to the Employment Business. For the avoidance of doubt, travel costs to and from the Client Location are for the Contractor’s own account. 14.12 The Contractor shall be entitled to charge interest at the rate of 2% per annum above the base lending rate for the time being of Barclays Bank plc on any sums due but not paid, from the date payment became due until the actual date of payment. Relieving The parties agree that this represents a substantial remedy in the context of the Late Payment of Commercial Debts (Interest) Act 1998. 4.13 The Contractor agrees that any overpayment of the Fee shall constitute a debt to the Em- ployment Business payable on demand. The Employment Business shall be entitled to set off any sums owing from the Contractor from to the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or Employment Business against the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this ContractFee. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For Delek Marketing shall invoice Delek Refining monthly (or in the case of any Job Order less than $10,000 Shortfall Payments, quarterly). The Services Base Fee and the Shortfall Payment, if any, for which the completion date is scheduled for less than one any one-month (30 calendar daysor one Contract Quarter, as applicable) from issuance of the Job Order, HISD shall make only one payment upon final completion and approval of the Work by HISD. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there period shall be retained five percent due and payable by Delek Refining in arrears on or before the tenth (5%10th) Business Day following receipt by Delek Refining of the estimated amount until final completion and acceptance of the Job Order by HISDsuch invoice. When the Work is substantially completeAny past due payments owed pursuant to this Article 6 shall accrue interest, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount. C. All material and Work covered by progress payments made shallpayable on demand, at the time Prime Rate from the due date of the payment through the actual date of payment. Payment of any Services Base Fee 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, become such payment shall be due and payable on the sole property next succeeding Business Day.” (j) The first sentence of HISDSection 6.7 of the Marketing Agreement is hereby amended in its entirety to read as follows: “Delek Refining shall maintain the books, but records and accounts reflecting the transactions arising from this provision 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 and Shortfall Payment attributable to the Term.” (k) Section 7.1 of the Marketing Agreement is hereby amended by deleting therefrom “or the Services Profit Share”. (l) 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 occurrence of the Force Majeure event relied on, 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 (A) prior to the third anniversary of the Effective Date, Delek Refining shall be required to make payments (i) for the Services Base Fee for volumes actually sold under this Agreement, and (ii) unless the Force Majeure event is an event that adversely affects Delek Marketing’s ability to perform the marketing services it is required to perform under this Agreement, for any Shortfall Payments to the extent such amount has not been paid pursuant to clause (A)(i) and (B) from and after the third anniversary of the Effective Date, Delek Refining shall be construed as:required to continue to make payments for the Services Base Fee for volumes actually sold under this Agreement.” 1. Relieving the Contractor (m) Schedule B is hereby deleted from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this ContractMarketing Agreement. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For LHH0023/V02 4.1 In order to facilitate the Employment Business’ accounts department to process self-bills and payments smoothly, the Contractor undertakes to comply with and be subject to the rules con- tained within Schedule Three, which for the avoidance of doubt may be modified by the Employ- ment Business at any Job Order less than $10,000 time. Failure to comply with the terms contained in this document may lead to payment being delayed as a result. 4.2 Except where the Assignment Schedule specifies that Fees are payable upon achievement of deliverables/ project milestones, the Contractor shall be entitled to receive payment of the Fee as detailed in the Assignment Schedule for all hours/days during which Services are provided by the Contractor. Subject to any agreement by the parties to the contrary the Contractor shall not be entitled to receive payment from either the Employment Business or the Client for time not spent on Assignment whether in respect of holidays, illness or absence for any other reason. 4.3 Timesheets (or where agreed, project reports detailing the work performed together with an analysis of hours spent), provided by the Employment Business or the Client and authorised by the Client’s authorised representative, shall be submitted by the Contractor to the Employment Business in accordance with Schedule Three. The Employment Business shall have no liability to make payment to the Contractor where a timesheet or project report as applicable is not submitted within 8 weeks of the period to which the completion date is scheduled for less than one month (30 calendar days) from issuance timesheet or project report relates. 4.4 Upon receipt of an authorised timesheet or project report, the Employment Business will raise invoices on behalf of the Job OrderContractor in accordance with the Self-Billing Agreement set out in Schedule Two. The Employment Business will process payments in accordance with Schedule Three. The Employment Business will process payment of the Fee on a monthly basis unless oth- erwise agreed by the Employment Business. 4.5 Where the Contractor fails to submit a properly authenticated time sheet/project report that has been authorised by the Client either within the period referred to in clause 4.3 or at all, HISD then the Employment Business shall be under no obligation to make payment in respect of the time worked that is covered by such time sheet/project report. The Employment Business shall make only one no payment to the Contractor for hours not worked or Services not performed. In the event that the Employment Business makes any payment to the Contractor in respect of time claimed to have been spent performing Services, where in fact no such Services were performed as claimed, then the Contractor shall immediately refund such payment to the Employment Business upon final completion and approval of a written request from the Work by HISDEmployment Business to do so. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as The Contractor acknowledges that attempting to procure payment for Services not performed may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager a criminal offence and the HISD Issuing AuthorityEmployment Busi- ness will refer the matter to the appropriate authorities. 4.6 In the event that the Contractor is not in possession of a timesheet/project report covering the period in which the Services were provided, the Contractor must promptly notify the Employ- ment Business. The Employment Business will not accept, and will not make payment in respect of, timesheets/project reports relating to a period other than when the Services were provided. 4.7 The Employment Business’ accounts department will use all reasonable endeavours to facilitate the settlement of accounts and account queries. 4.8 The Employment Business will make payments using BACS or electronic transfer at the Employment Business’ discretion. The Contractor shall furnish a breakdown ensure that the relevant banking details have been advised to the Employment Business prior to the date of the total Job Order price showing first scheduled payment. LHH0023/V02 4.9 All Fees payable by the amount included therein Employment Business to the Contractor hereunder (i) shall be exclusive of Value Added Tax, which shall be additionally chargeable by the Contractor (where the Contractor is registered for each principal category VAT and this has been verified by the Employment Business) in ad- dition, shown separately on the self-bill at the rate in effect on the date of the Workself-bill; and (ii) are gross and shall be payable net of any deductions that the Employment Business may now or in the future be required by law to deduct therefrom. 4.10 The Excess SSW Fees shall apply in respect of hours worked outside the SSW and which the Client has agreed as hours attracting Excess SSW Fees. Any Services provided outside the SSW for the Client must have the prior written authorisation of the Client. 4.11 The Employment Business shall only reimburse expenses reasonably incurred by the Contractor in the course of performing the Services if such claim is supported by all valid receipts and documentation, in such detail as requested, together with written authorisation from the Client authorising the Contractor to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2incur those expenses. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does shall not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release submit any expense claims to the Contractor all or a portion of any excess amount. C. All material Employment Business (and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision Employment Business shall not be construed as:liable to reimburse expense claims) if such claims have not already been authorised and actually signed off by the relevant authorised signa- tory of the Client (a clearly printed name and signature is required for paper-based expense docu- ments) prior to submission to the Employment Business. For the avoidance of doubt, travel costs to and from the Client Location are for the Contractor’s own account. 14.12 The Contractor shall be entitled to charge interest at the rate of 2% per annum above the base lending rate for the time being of Barclays Bank plc on any sums due but not paid, from the date payment became due until the actual date of payment. Relieving The parties agree that this represents a substantial remedy in the context of the Late Payment of Commercial Debts (Interest) Act 1998. 4.13 The Contractor agrees that any overpayment of the Fee shall constitute a debt to the Em- ployment Business payable on demand. The Employment Business shall be entitled to set off any sums owing from the Contractor from to the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or Employment Business against the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this ContractFee. D. HISD shall pay the retained amount due the Contractor under this Contract after:

Invoicing and Payments. A. For (i) During the Base Period and any Job Order less than $10,000 Additional Period(s) (if applicable), the Provider shall render an invoice (each, an “Invoice”) to the Sellers, the Monitor and the Buyer during the Base Period, and to the Buyer during the Additional Periods, on the last Business Day for each month in which the completion date is scheduled for less than one month (30 calendar days) applicable Transition Services are provided or upon its receipt of a termination notice from issuance of the Job OrderBuyer as contemplated in Section 6(c), HISD shall make only one payment upon final completion and approval of setting forth in reasonable detail the Work by HISD. HISD shall make progress payments monthly as amounts to be paid in accordance with the Work proceeds on all other Job Orders, or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein terms set out for each principal category of applicable Transition Service set out in Annex A, for such Transition Services that are provided during the Work, month in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount. C. All material and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision shall not be construed as: 1. Relieving the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of accordance with the terms of this ContractAgreement, including all information reasonably required to support such invoice. D. HISD (ii) During the Base Period (or such lesser period as determined in accordance with Section 6), the Sellers shall cause the Monitor to pay out of the Purchase Proceeds all amounts owing to the Provider, or such other parties as the Provider may have otherwise directed in writing for an Invoice (or part thereof), within fifteen (15) days of the end of each applicable month. (iii) During the Additional Periods (if applicable), the Buyer shall pay all amounts owing to the retained amount Provider, or such other parties as the Provider may have otherwise directed in writing for an Invoice (or part thereof), within fifteen (15) days of the end of each applicable month. (iv) In the event of a dispute with respect to any Invoice, the paying Party shall deliver a written statement to the Provider prior to the date payment is due on the Contractor under disputed Invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, as provided in this Contract after:Section 4(d). The applicable Parties shall seek to resolve all such disputes expeditiously and in good faith. The Provider shall continue performing the Transition Services in accordance with this Agreement pending resolution of any dispute

Invoicing and Payments. A. For any Job Order less 8.1 On a monthly basis, and no later than $10,000 2pm on the Tuesday following the period to which it relates, the Contractor shall produce and deliver to NP GROUP its invoice for the amount due from NP GROUP, along with a timesheet giving a detailed breakdown of the work and time to which the completion in- voice relates. The Contractor’s invoice must include the Contractor’s name, company registration number, and VAT number, and any VAT due on the invoiced sum, if VAT is applicable. The Contrac- tor shall enter their time worked using NP GROUP’s online timesheet management system and shall obtain the signature of an authorised representative of the Client on the timesheet as verification of execution of the provision of the services set out in the invoice. No payment shall be made for work not carried out. NP GROUP shall not be obliged to pay any fees to the Contractor (a) unless the Contractor has submitted an invoice in accordance with clause 8.1 above; and (b) unless and until the Client has authorised or signed the relevant timesheet; and (c) the hours claimed are true and accurate. If the Contractor submits an invoice with a timesheet on which the Contractor has failed to obtain proper verification from the Client of the hours and services undertaken, NP GROUP shall conduct further investigations into the hours and services invoiced and the reason for the Contra c- tor’s failure to provide proper verification. This may delay payment to the Contractor. Where the Client disputes any timesheet presented by the Contractor, the Contractor shall immediately inform NP GROUP and shall provide all assistance required by NP GROUP to verify that timesheet with the Client. 8.2 The Contractor shall provide receipts in relation to invoiced expenses and NP GROUP may withhold payment of expenses subject to receiving such receipts. VAT on expenses must be shown separat e- ly. 8.3 Subject to the Contractor complying with the provisions of this clause 8, NP GROUP will pay the Contractor within thirty-one (31) days of the Contractor submitting its invoice and timesheet as set out in clause 8.1 above, or the date of the invoice, whichever is scheduled the later, for less those hours specified on the properly verified timesheet. 8.4 NP GROUP cannot guarantee to make payments to the Contractor for any invoice and timesheet which is submitted more than one month (30 calendar days) from issuance after the end of the Job Orderperiod to which it relates. In such sit- uations, HISD NP GROUP shall make only one use reasonable endeavours to obtain corresponding payment upon final completion and approval of from the Work by HISD. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order price showing the amount included therein for each principal category of the Work, Cl i- ent but in such detail as requested, to provide a basis for determining progress payments. In the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there circumstances NP GROUP shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release only make payment to the Contractor all or a portion where NP GROUP has received payment from the Client for the period of any excess amountthe Assignment in question. C. All material and Work covered by progress payments made shall8.5 Without prejudice to NP GROUP’s rights under this Agreement, at in the time of payment, become the sole property of HISD, but this provision shall not be construed as: 1. Relieving event that an amount is due from the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged WorkNP GROUP 8.5.1 under an indemnity given in this Agreement; or 2. Waiving 8.5.2 in relation to any sum that the right Contractor is liable to pay to NP GROUP in respect of HISD to require the fulfillment of all of the terms any breach of this Contract.Agreement; or D. HISD shall pay 8.5.3 if an overpayment has been made by NP GROUP to the retained amount Contractor NP GROUP may withhold, deduct or set-off that sum from whole or part of any sum then due or which at any time later becomes due to the Contractor under this Contract after:Agreement.

Invoicing and Payments. A. For any Job Order less than $10,000 for which the completion date is scheduled for less than one month (30 calendar daysa) from issuance Within 14 days of the Job Orderdate of this Agreement the Contractor shall provide a profile of the estimated monthly amounts which will be invoiced and for the avoidance of doubt, HISD the total of the estimated monthly amounts shall make only one payment upon final be no greater than the total price agreed by the Parties (under the provisions of clause 4.1(b)). On becoming aware of any delay in the performance and/or completion and approval of the Work by HISD(for whatever reason) or following a request from the Secretary of State's Representative, the Contractor shall provide a revised profile of such estimated monthly amounts during the remainder of the term of this Agreement for the consideration and acceptance of the Secretary of State. HISD In the event that the Secretary of State does not accept the revised profile of such estimated monthly amounts the Parties shall make progress payments meet to agree a revised profile of such estimated monthly as amounts within fourteen (14) days of the Secretary of State’s initial rejection. (b) The Contractor shall submit to the Secretary of State invoices for payment under this Agreement monthly in arrears including a summary outlining the Work proceeds on all other Job Orders, or at more frequent intervals as may performed by it which is the subject of the invoice and a statement attesting to the accuracy of the claim. Such a statement must be determined certified by a responsible officer from the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing AuthorityContractor. The Contractor shall furnish a ensure that any invoice it submits sets out the Secretary of State’s Purchase Order or Agreement number, the charges and, where not all of the Work have been completed, the relevant part of the charges with an appropriate breakdown of time worked, the total Job Order price part of the Work (if all of the Work has not been completed) and period to which the invoice relates, and its confirmation that the Work (or relevant part of the Work referred to on the invoice) has been fully performed. The Contractor shall not be entitled to charge for the provision of any Work that is not part of the Agreement, unless the Agreement has been properly varied in advance in accordance with Clause 15. 4.2 The Secretary of State shall be entitled to withhold any payments under this Agreement until reports in accordance with sub-clause 2.6 have been received from the Contractor showing satisfactory progress towards achievement or completion of milestones. Additionally, the Secretary of State is under no obligation to pay more than 85% of the amount included therein specified in sub-clause 3.1 until the Project has been completed to his satisfaction and the final report has been received and accepted by the Secretary of State. The Secretary of State may reduce payment in respect of any Work that the Contractor has either failed to provide or has provided inadequately, without prejudice to any other rights or remedies of the Secretary of State. 4.3 Once a fully documented invoice has been received pursuant to clause 4.1, payment will be made, or the claim rejected, within thirty days of receipt by the Secretary of State of the invoice, unless it is necessary for each principal category the Secretary of State to seek further information to support the request for payment invoiced in which case the Secretary of State shall have thirty (30) days from the date that it has received all such information as it in its sole discretion shall require, to assess such further information. The Secretary of State may review the invoice for payment and request such further information in its sole discretion as it may require. In the event that the Secretary of State does not agree with the amount invoiced the Secretary of State and the Contractor shall meet within ten (10) days to discuss the invoice. 4.4 If the Contractor believes that payment for a correctly submitted invoice is overdue, he should, in the first instance, speak to the Secretary of State Representative. In the event that the problem is not resolved to its satisfaction, it should submit its complaint in writing to the Head of Procurement at BIS setting out its case. The Head of Procurement shall ensure that the complaint is dealt with by an official who is independent of the Secretary of State Representative and that the Contractor is not treated adversely in future for having made a complaint. 4.5 For the purpose of calculating any statutory interest under the Late Payment of Commercial Debts (Interest) Xxx 0000, the relevant date for the payment of the debt shall be deemed to be the last day of a period of thirty (30) days commencing on the day when the Secretary of State received the invoice, or, if the Contractor had not completed the Work (or the part of the Work to which the invoice relates) before submitting the invoice, the last day of a period of thirty (30) days commencing on the day when the Contractor completed the Work, in such detail as requested, to provide a basis for determining progress payments. In (or the preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if: 1. Consideration is specifically authorized by this Contract: 2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and. 3. The Contractor furnishes evidence satisfactory to HISD that title to such material has passed to him. 4. The Contractor does not remove the materials from the site once paid for by HISD. B. In making progress payments, there shall be retained five percent (5%) part of the estimated amount until final completion and acceptance of Work to which the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amountinvoice relates). C. All material and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision shall not be construed as: 1. Relieving the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or 2. Waiving the right of HISD to require the fulfillment of all of the terms of this Contract. D. HISD shall pay the retained amount due the Contractor under this Contract after: