Common use of Payment and Fees Clause in Contracts

Payment and Fees. C1 Fees C1.1 In consideration of the Provider’s performance of its obligations under the Contract, the Authority shall pay the Fees in accordance with clause C2 (Payment and VAT). C1.2 The Authority shall, in addition to the Fees and following evidence of a valid VAT invoice, pay the Provider a sum equal to the VAT chargeable on the value of the Services supplied in accordance with the Contract. C2 Payment and VAT C2.1 Subject always to the requirements of Schedule 3 (Payment Requirements) (relating (but not limited) to payment validation and evidence requirements), the Authority shall pay all sums due to the Provider within thirty (30) days of receipt of a valid invoice, submitted Monthly in arrears. C2.2 The Authority shall pay all sums by direct credit transfer into a suitable bank account or by other electronic payment methods as appropriate. C2.3 The Provider shall ensure that each invoice contains a valid purchase order number. All appropriate references and a detailed breakdown of the Services supplied and any other documentation reasonably required by the Authority to substantiate the invoice should be supplied as notified by the Authority from time to time. C2.4 Where the Provider enters into a sub-contract for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due by the Provider to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice. C2.5 The Provider shall add VAT to the Fees at the prevailing rate as applicable and the Authority shall pay the VAT to the Provider following its receipt of a valid VAT invoice. C2.6 The Provider shall indemnify the Authority on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Authority at any time in respect of the Provider’s failure to account for or to pay any VAT relating to payments made to the Provider under the Contract. Any amounts due under this clause C2.5 shall be paid by the Provider to the Authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Authority. C2.7 The Provider shall not suspend the supply of the Services unless the Provider is entitled to terminate the Contract under clause H2.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Authority on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest)

Payment and Fees. C1 Fees C1.1 In 3.1 As full consideration for complete and satisfactory performance of the ProviderServices over the term of this Agreement, AGLC will pay Consultant for the Services according to the schedule of fees and costs set forth on the Consultant’s Fee Schedule attached hereto as Exhibit “B” (“Fee Schedule”). The Fee Schedule shall remain fixed for the duration of this Agreement unless modified in writing by AGLC and Consultant. The cost of the Services shall not exceed the amount set forth on the Annual Budget (as defined in Paragraph 3.8 herein) without the prior written authorization of AGLC. 3.2 Consultant shall submit monthly invoices reflecting all fees and costs incurred during the preceding thirty (30) days. All costs and expenses related to or incurred by the Consultant in performance of the Services shall be individually listed and itemized; and all such costs and expenses, including but not limit to, travel and travel-related expenses and incidentals, shall be reasonable and shall be incurred directly as a result of the Consultant’s performance of its obligations under the ContractServices. AGLC agrees to review Consultant’s invoices and pay the Consultant all undisputed amounts for the Services on Net thirty (30) Days payment terms. Consultant shall submit such documentation with the invoices as AGLC may reasonably require. 3.3 Should the Consultant or any employee of the Consultant be called or asked to provide testimony or other evidence by any party, whether at deposition, hearing or trial, in relation to the Authority Services, AGLC shall pay for the Fees reasonable expenses and labor at appropriate unit rates to the extent the party compelling or requesting the testimony does not provide such compensation. 3.4 AGLC may dispute any item on an invoice that it reasonably believes deviates from the Services or the requirements of this Agreement (collectively, “Disputed Items”). The amount of the Disputed Items will be deducted from the invoice, and the undisputed portions of the invoice will be paid in accordance with clause C2 (Payment and VAT)this Section. C1.2 The Authority shall3.5 Payments otherwise due Consultant from AGLC may be withheld by AGLC, in addition without payment of interest, on account of Services not performed, defective Services performed and not remedied by Consultant, unpaid labor materials bills, or unpaid claims of any kind agreed to be paid by Consultant under this Agreement. Consultant agrees to defend, indemnify and hold AGLC harmless from any claims, demands, liabilities and damages arising from any such properly withheld payment. If and when the cause or causes for withholding payments are remedied or removed without cost to AGLC, and satisfactory evidence of such remedy has been presented to AGLC, the withheld payment will be promptly made by AGLC to Consultant. If Consultant fails to remedy such cause within thirty (30) days after written notice from AGLC, AGLC may remedy the cause and deduct the necessary cost of such remedy from the amount due Consultant; provided, however, AGLC is not obligated to pay any bills of, or claims against, Consultant from payments withheld, but may do so at its sole discretion. 3.6 Notwithstanding any other provision of this Agreement to the Fees contrary, AGLC is under no duty or obligation whatsoever to any vendor, materials provider, subcontractor, subconsultant, laborer or other party to ensure that payments due and following evidence owing by Consultant to any of a valid VAT invoicethem are or will be made. Such parties shall look to Consultant for remedy of nonpayment by Consultant. Consultant agrees to defend and resolve all claims for payment made by Consultant’s subcontractors, pay subconsultants, indemnifying AGLC for all such claims arising from or resulting from Consultant’s subcontractors, subconsultants, suppliers, material men or laborers in connection with the Provider a sum equal Services. 3.7 Consultant’s obligation to the VAT chargeable on the value of perform and complete the Services supplied in accordance with the Contract. C2 Payment and VATapplicable provisions of this Agreement shall not be alleviated by approval of any invoice, nor any payment by AGLC to Consultant, under this Agreement, nor any use or occupancy of the Services or any part thereof by AGLC, nor any act of acceptance by AGLC, nor any failure to do so, nor any correction of defective Services by AGLC, none of which will constitute an acceptance of Services not in accordance with this Agreement or a release of Consultant’s obligation to perform the Services in accordance with this Agreement. C2.1 Subject always 3.8 At least ninety (90) days prior to the requirements end of Schedule 3 the period from June 1 through May 31 and at least ninety (Payment Requirements90) (relating (but not limited) to payment validation and evidence requirements), the Authority shall pay all sums due days prior to the Provider within end of each 12-month period thereafter, Consultant will submit to AGLC a detailed budget for the Services for such upcoming 12-month period, which shall reflect costs which are anticipated to be incurred for performance of the Services at each site and for any Amended or Additional Work requested by AGLC. Within thirty (30) days of receipt of the budget, AGLC shall review and comment on same and Consultant shall promptly submit a valid invoice, submitted Monthly revised draft of the budget to AGLC. The budget after modifications are made thereto and after approval thereof by AGLC and acceptance by Consultant shall constitute the “Annual Budget”. The Annual Budget shall not be modified unless a Change Directive or Change Order for Amended or Additional Work (as described in arrearsSection 5. C2.2 The Authority shall pay all sums by direct credit transfer into a suitable bank account or by other electronic payment methods as appropriate. C2.3 The Provider shall ensure that each invoice contains a valid purchase order number) is issued. All appropriate references and a detailed breakdown of the Services supplied and any other documentation reasonably required by the Authority to substantiate the invoice should be supplied as notified by the Authority from time to time. C2.4 Where the Provider enters into a sub-contract for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due by the Provider approved modifications to the Sub-contractor within a specified period not exceeding thirty (30) days from Annual Budget shall be documented in the receipt form of a valid invoiceChange Order. C2.5 The Provider shall add VAT to the Fees at the prevailing rate as applicable and the Authority shall pay the VAT to the Provider following its receipt of a valid VAT invoice. C2.6 The Provider shall indemnify the Authority on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Authority at any time in respect of the Provider’s failure to account for or to pay any VAT relating to payments made to the Provider under the Contract. Any amounts due under this clause C2.5 shall be paid by the Provider to the Authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Authority. C2.7 The Provider shall not suspend the supply of the Services unless the Provider is entitled to terminate the Contract under clause H2.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Authority on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest)

Payment and Fees. C1 Fees C1.1 In consideration The Applicant agrees to pay the Charges as set out in the Agreement, as well as any future Charges as set out by the Renewal Term. Unless otherwised agreed to by the Applicant and the Company, the Applicant will be billed monthly on their SaskTel phone xxxx for the full period of the Provider’s performance of its obligations under Term. Any charges associated with mysask411 phonebook are billed for 12 consecutive months. C The mysask411 phonebook is an annual publication, and as such, any additions, removals | or changes for the Contractupcoming directory issue must be made prior to the corresponding advertising deadline or close date. If the Applicant fails to request additions, removals or changes within a timely manner prior to the advertising deadline, the Authority agreement will automatically renew in its current state, "), including applicable rate adjustments. All overdue amounts shall pay the Fees bear interest in accordance with clause C2 (Payment and VAT). C1.2 The Authority shall, in addition SaskTel's Terms of Service applicable to tariffed telecommunications services. In the event the telephone service to the Fees Applicant is cancelled or the Applicant fails to make any payments as they become due, the Company may, at their option, accelerate the monthly payments due hereunder and following evidence the Company may forthwith demand immediate payment of a valid VAT invoice, pay the Provider a sum equal total amount remaining to be paid. The Company reserves the right to request SaskTel to discontinue telecommunications service to the VAT chargeable on the value of the Services supplied in accordance with the Contract. C2 Payment and VAT C2.1 Subject always to the requirements of Schedule 3 (Payment Requirements) (relating (but not limited) to payment validation and evidence requirements), the Authority shall pay all sums due to the Provider within Applicant for any charges that are thirty (30) days of receipt of a valid invoice, submitted Monthly or more in arrears. C2.2 . The Authority Applicant acknowledges that SaskTel shall pay all sums by direct credit transfer into a suitable bank account or by other electronic payment methods as appropriate. C2.3 The Provider shall ensure that each invoice contains a valid purchase order number. All appropriate references and a detailed breakdown of have the Services supplied and any other documentation reasonably required by the Authority right to substantiate the invoice should be supplied as notified by the Authority from time to time. C2.4 Where the Provider enters into a sub-contract for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due by the Provider terminate telecommunications service to the Sub-contractor within a specified period not exceeding Applicant if any charges become thirty (30) days from the receipt of a valid invoice. C2.5 The Provider shall add VAT or more in arrears. No payments for Services covered by this contract are to the Fees at the prevailing rate as applicable and the Authority shall pay the VAT to the Provider following its receipt of a valid VAT invoice. C2.6 The Provider shall indemnify the Authority on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Authority at any time in respect of the Provider’s failure to account for or to pay any VAT relating to payments be made to the Provider under sales consultant. The Applicant and the Company agree that it is the sole responsibility of the Applicant to contact the appropriate SaskTel business office or other telephone service provider if the Applicant desires to change its name, address, and telephone number. If an Applicant changes its name, address, or telephone number as provided herein, the Company shall automatically transfer the Charges from the account for the former name, address, or telephone number to the account for the new name, address, or telephone number; however, the Applicant shall remain bound to these Conditions of Contract. Any amounts due under this clause C2.5 shall be paid by advertising charges will transfer along with ownership of the Provider telephone number. The Applicant agrees that the Agreement is subject to the Authority not less than five (5) Working Days before the date upon which the tax SaskTel Non-Tariffed Terms of Service as set forth in SaskTel’s Non-Tariffed Products and Services document as amended from time to time and available for public inspection in SaskTel’s business offices or other liability is payable by the Authorityits website at xxx.xxxxxxx.xxx. C2.7 The Provider shall not suspend the supply of the Services unless the Provider is entitled to terminate the Contract under clause H2.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Authority on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest)

Payment and Fees. C1 Fees C1.1 In consideration 4.1 Payment for all work to be performed under this Agreement shall be made by MERCK to VENDOR thirty days from receipt of invoice. Said payment shall be inclusive of all goods and services provided by VENDOR hereunder, and all other rights, taxes, goods and services to be provided under this Agreement, and MERCK shall not be liable to VENDOR for any other or additional fees unless expressly agreed to un writing. Any taxable portion of services will be separately stated along with the Provider’s performance of its obligations under the Contract, the Authority shall pay the Fees in accordance with clause C2 (Payment and VAT)applicable tax. C1.2 The Authority shall4.2 VENDOR agrees that the fees and expenses for the personnel provided hereunder shall be as set forth in Schedule B, provided that where Schedule B specifies a range of fees, then the fee shall be as agreed in addition writing between VENDOR and MERCK, within the limits specified in such range. VENDOR further agrees that MERCK shall be given a discount on all fees for services rendered hereunder un the current Calendar Quarter, based upon the amount paid to VENDOR for the Fees and following evidence of a valid VAT invoice, pay the Provider a sum equal to the VAT chargeable on the value of the Services supplied in accordance with the Contract. C2 Payment and VAT C2.1 Subject always to the requirements of Schedule 3 (Payment Requirements) (relating (but not limited) to payment validation and evidence requirements), the Authority shall pay all sums due to the Provider within thirty (30) days of receipt of a valid invoice, submitted Monthly in arrears. C2.2 The Authority shall pay all sums by direct credit transfer into a suitable bank account or by other electronic payment methods as appropriate. C2.3 The Provider shall ensure that each invoice contains a valid purchase order number. All appropriate references and a detailed breakdown of the Services supplied preceding four Calendar Quarters under this and any other documentation reasonably required by the Authority to substantiate the invoice should be supplied agreement between VENDOR and MERCK for computer programming services under Merck's "Preferred Vendor Program", as notified by the Authority from time to time. C2.4 Where the Provider enters into a sub-contract for provided in Schedule B. For the purpose of performing its obligations under the Contractforegoing, it Calendar Quarter shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due mean the three month periods ending March 31, June 30, September 30 and December 31 each year. 4.3 VENDOR will invoice by the Provider to tenth day of each month for the Sub-contractor within a specified period previous month's billable hours. The use of separate invoices for each contract employee will not exceeding thirty (30) days from the receipt of a valid invoice. C2.5 The Provider shall add VAT to the Fees at the prevailing rate as applicable and the Authority shall pay the VAT to the Provider following its receipt of a valid VAT invoice. C2.6 The Provider shall indemnify the Authority on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Authority at any time in respect of the Provider’s failure to account for or to pay any VAT relating to payments made to the Provider under the Contractbe allowed. Any amounts due under this clause C2.5 Invoices shall be paid by submitted to designated MERCK invoice administrators. VENDOR shall folw the Provider to consolidated invoicing sample attached as Schedule C. 4.4 VENDOR agrees that the Authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Authority. C2.7 The Provider shall not suspend the supply of the Services unless the Provider is entitled to terminate the Contract amount due VENDOR for personnel provided under clause H2.3 (Termination on Default) any existing agreement between VENDOR and MERCK for failure to pay undisputed sums of money. Interest computer programming services under MERCK's "Preferred Vendor Program" shall be payable by as specified in Schedule B, effective January 1, 1995, and all such agreements are hereby amended accordingly. Notwithstanding the Authority on foregoing, all such fees shall at all times be counted toward the late payment discount referred to in the last two sentences of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest)Article 4.2.