Common use of Price and Payment Terms Clause in Contracts

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as for the Provider Personnel set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general applicable SOW and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for time for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 12 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract yearyear of the Term; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed priceAgreement Amount, the total fee fees for the Services shall be the amount set forth out in the applicable SOW as the SOW Agreement AmountSOW. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW total Agreement Amount shall be paid to Provider in installments, as set out in the SOW, with each installment being conditioned conditional on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice invoices to the Trust for the amounts fees that are then payable. , together with a detailed breakdown of allowable expenses incurred in accordance with this Agreement. 3.4 The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount or Fees shall be payable in accordance with the Price and Payment Terms set forth in each SOW unless for the Services expressly authorized in advance each such SOW. The Trust’s obligation to make payments or disbursements to Provider is conditioned on the following: Provider is not in breach of any of the terms or conditions of this Agreement; Provider has submitted properly documented reimbursement requests and invoices; Provider has produced or provided all necessary documents and reports as may be required by this Agreement; The Services are performed pursuant to an SOW issued and executed by the Trust through a written Trust; The Services are performed fully in accordance with the SOW Modification Memorandumand this Agreement. 3.5 The Trust will not reimburse Provider invoices must be submitted on Trust approved forms and must contain sufficient detail for any cost or expense that is contrary to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailingthis Agreement or any restriction or limitation contained in any applicable law, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxxrule, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materialsregulation or policy. 3.6 Provider shall ensure that all prices, terms, and warranties included in this Agreement are comparable to, or better than, the equivalent terms being offered by the Provider to any present customer meeting the same qualifications or requirements as the Trust. 3.7 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed approved SOW, and that such costs and expenses are allowable allowable, allocable, and reasonable in accordance with this Agreement and all applicable laws, rules, regulations, and policies. 3.8 By paying all or a portion of any invoice or request for reimbursement, the Trust does not waive its ability to challenge any invoice or reimbursement for failing to comply with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as for the Provider Personnel set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in applicable SOW the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general (“SOW Fees”) and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for time for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 12 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract yearyear of the Term; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed priceAgreement Amount, the total fee fees for the Services shall be the amount set forth out in the applicable SOW as (the “SOW Agreement Amount”). The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the total SOW Agreement Amount shall be paid to Provider in installments, as set out in the SOW, with each installment being conditioned conditional on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice invoices to the Trust for the amounts fees that are then payable. , together with a detailed breakdown of allowable expenses incurred in accordance with this Agreement. 3.4 The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount or SOW Fees shall be payable in accordance with the Price and Payment Terms set forth in each SOW unless for the Services expressly authorized in advance each such SOW. The Trust’s obligation to make payments or disbursements to Provider is conditioned on the following: Provider is not in breach of any of the terms or conditions of this Agreement; Provider has submitted properly documented reimbursement requests and invoices; Provider has produced or provided all necessary documents and reports as may be required by this Agreement; The Services are performed pursuant to an SOW issued and executed by the Trust through a written Trust; The Services are performed fully in accordance with the SOW Modification Memorandumand this Agreement. 3.5 The Trust will not reimburse Provider invoices must be submitted on Trust approved forms and must contain sufficient detail for any cost or expense that is contrary to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailingthis Agreement or any restriction or limitation contained in any applicable law, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxxrule, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materialsregulation or policy. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed approved SOW, and that such costs and expenses are allowable allowable, allocable, and reasonable in accordance with this Agreement and all applicable laws, rules, and regulations. 3.7 By paying all or a portion of any invoice or request for reimbursement, the Trust does not waive its ability to challenge any invoice or reimbursement for failing to comply with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s proposal in response to the RFQ (the “Proposal”), which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Standard Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration 1. The unit prices for the Components are stipulated in Annex 2 hereto. VAT shall be added on top of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated unit price in accordance with Provider's hourly fee rates valid legislation. 2. The unit prices have been agreed as set forth in the executed SOWhighest acceptable (maximum) prices including any and all associated costs, or if no hourly fee rates are {P0398105.10} specified in fees and payments and reflect any and all costs of the SOW, then in accordance Seller associated with the hourly fee rates set forth performance of the Seller hereunder. The price includes all costs of the Seller accrued in Provider’s Proposalproduction, which rates in all cases include all wagesdelivery, taxes, overhead, general and administrative expenses, and profit. Services shall support that may be provided by the personnel designated Seller by telephone, operational overhead, IP rights, insurance, taxes, customs, provision of warranty and any other costs that may be in any manner associated with performance hereunder. 3. In cases when the SOW or Proposal Buyer orders Components defined in Annex 2 hereto and Provider such Components are no longer available, primarily due to the technological development of the product, the Seller shall not increase offer to the hourly fee rates unless expressly agreed in writing in advance by the TrustBuyer other corresponding Components. The Trust will reimburse Provider technical parameters of such Components must not be in any manner below the standard that was defined herein. Should the production of any of the Components be stopped or should any Component become unavailable for reasonable and necessary direct costs and expensesother reasons, without xxxx-upthe Seller shall be obliged to inform the Buyer of such fact in sufficient advance so that the Buyer may order needed number of such Components. 4. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees The price for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount Components shall be paid to Provider upon completion the Seller in CZK on the basis of invoices – tax receipts, by bank transfers to the Seller’s account provided in individual invoices. The Seller shall be authorized to issue invoices only after timely and proper delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment take over of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider Components; all invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation copies of delivery notes confirmed by the Buyer. The Buyer accepts only electronic invoices delivered to the email address xxxxxxxx@xxx.xx. 5. The invoices shall be due in 30 days of their receipt by the Buyer. If an invoice states any other due period such period is deemed irrelevant and the due period stipulated here applies. 6. Payment date shall be understood as the day the invoiced amount was remitted from the Buyer’s account to the Seller’s account. 7. Invoices issued by the Seller shall comply with all requirements defined by applicable legislation, particularly by provisions of Act No. 563/1991 Coll., on Accounting, as amended, and Act No. 235/2004 Coll., on VAT, as amended (for all charges and coststax receipts). In lieu case of mailing, invoices and supporting documentation may any invoice failing to meet the requirements the Buyer shall be submitted via electronic mail authorized to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy return such invoice before the due date to the Trust’s designated Agreement AdministratorSeller for correction. Invoices require Once the following: (a) All invoices must include invoice is corrected and delivered to the Services Agreement numberBuyer, the due period starts to run from the beginning. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting 8. The Buyer is entitled to request that any invoice or request for reimbursement, Provider contains identification of a dotation project from which the respective purchase is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trustfunded.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed applicable SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract year; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and operating expenses with respect to the Servicesprofit. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration 5.1. The price (which shall be a firm fixed price) for the Goods or Services shall be the price set out in the Purchase Order. The price is exclusive of VAT and, unless otherwise agreed in writing, inclusive of the provision costs of Services by Provider as may all Packaging, delivery and insurance. Any increase in the price for any reason shall be requested by the Trust pursuant to a SOW, and subject to the terms express prior written consent of Xxxxxxx Bioelectronics, 5.2. Provided the Goods and Services have been delivered to Xxxxxxx Bioelectronics, payment will be made by Xxxxxxx Bioelectronics to Supplier for Goods and Services which comply with the Agreement. Unless otherwise agreed between the parties, Supplier may invoice Xxxxxxx Bioelectronics for the Goods on or at any time after the completion of delivery and, in respect of Services, may invoice Xxxxxxx Bioelectronics upon completion of the Services. Payment will be made within the first 5 calendar days of the month following the expiry of 60 calendar days from the date of receipt of the relevant invoice by Xxxxxxx Bioelectronics. VAT (or any other equivalent tax), where applicable, will be shown separately on all invoices as a strictly net extra. Xxxxxxx Bioelectronics reserves the right to set off any sums in respect of which Supplier may be in default to Xxxxxxx Bioelectronics. 5.3. The correct Purchase Order number must be quoted on all invoices, and Xxxxxxx Bioelectronics will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order numbers. 5.4. Supplier acknowledges and agrees that Xxxxxxx Bioelectronics normally requires invoices to be submitted electronically, and Supplier will accordingly issue all invoices under the Agreement such that they will be delivered to Xxxxxxx Bioelectronics via Xxxxxxx Bioelectronics’ electronic global trading platform, Tungsten Network (or such successor system as Xxxxxxx Bioelectronics may implement, in either case for the purposes of this AgreementSection 5, "Tungsten Network"), and Supplier will work with Xxxxxxx Bioelectronics, or Xxxxxxx Bioelectronics’ nominated representative, and use reasonable efforts to ensure that Supplier is able to send invoices via Tungsten Network from, or as soon as practicable after, the Trust will pay Provider date the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum Purchase Order to which any invoice relates is issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profitXxxxxxx Bioelectronics. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall If Xxxxxxx Bioelectronics agrees that Supplier is not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts required to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices electronically (until such time as Supplier is able to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for submit such month incurred invoices electronically in accordance with this Agreement. The total payments Section 5.4), in paper format, to: Xxxxxxx Bioelectronics, care of GSK Services Unlimited, Accounts Payable, XX XXX 000, Xxxxxxxxx, XX00 0XX, Xxxxxx Xxxxxxx, or to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider such other address as may increase its standard hourly fee rates be specified in the applicable SOW upon written notice relevant Purchase Order, and in each case with a copy of the relevant invoice being sent to any additional Xxxxxxx Bioelectronics contact specified on the Trust; providedPurchase Order, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase and for the immediately preceding 12-month period avoidance of doubt, Supplier shall bear all or any implementation or operating costs incurred by it in complying with this Section 5.4. 5.5. In the Consumer Price Indexevent Xxxxxxx Bioelectronics reasonably considers that any invoice submitted by Supplier is defective or relates to Goods supplied or Services performed otherwise than in accordance with Supplier's obligations under the Agreement, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics Xxxxxxx Bioelectronics shall be entitled to withhold payment of the United States Department disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of Labor or, if such index is not available, such other index as the dispute between the parties may agree most closely resembles such index; or (b) three percent (3%each acting in good faith). 3.3 Where Services are provided 5.6. Any payment for a fixed price, an undisputed bona fide invoice not received by the total fee for the Services due date shall be subject to an interest charge of 2% per annum above the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect Bank of England base rate from time to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Providertime. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed applicable SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost cost-effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract year; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and operating expenses with respect to the Servicesprofit. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration A. The prices for the Equipment and Services to be provided hereunder are set forth in Attachment I. For each PES provided, the monthly Service charges shall begin to accrue on the day following the date on which HNS notifies Customer that each of such item is available to Customer. Customer will pay a full month's Service charge for the month in which Services commence for any particular PES when such Services commence on or before the fifteenth (15th) of the provision month. No monthly charge for the first month of Service for the particular PES shall be payable if Services by Provider commence after the fifteenth (15th) of the month. B. Equipment and installation charges will be invoiced as may follows: fifteen percent (15%) of the charge set forth in Section 1.B of Attachment I will be requested by invoiced upon execution of this Agreement and the Trust pursuant remaining eighty-five percent (85%) will be invoiced on a pro rata basis upon completion of each installation. C. HNS will invoice all Service charges hereunder on a monthly basis. D. With regard to a SOWDisaster Recovery Service, if Customer elects to purchase this service, an invoice for the one-time connectivity fee and subject to the terms one-time circuit termination fee will be issued upon execution of this Agreement, . All other charges in connection with the Trust Disaster Recovery Service will be invoiced on a monthly basis. E. Customer will pay Provider all invoices submitted hereunder net thirty (30) days from the SOW date of invoice. Customer agrees to pay interest on demand on any Service charges, equipment, installation, and maintenance charges and any other invoiced amount that is unpaid more than thirty (30) days after 8 11 date of said invoice, at the rate of one percent (1%) per month, compounded monthly, not to exceed the maximum rate permitted by law. (i) All Equipment and installation related prices and associated items will remain in effect for two (2) years from the Commencement Date. Thereafter, these prices may be adjusted annually. Any such annual increase will be the lower of either ten percent (10%) or the Consumer Price Index (CPI) inflator using the original Agreement Amount or SOW Fees date as defined in and set forth in each executed SOW the base month. (or SOW Modification Memorandum issued by the Trustii) The Service prices for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basisInitial Order, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOWSection 1.A. of Attachment I, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees except for the immediately preceding monthly hub access/remote maintenance fee, will remain in effect for five (5) years from the Effective Date. Thereafter, these prices may be adjusted annually. Any such annual increase will be the lower of either ten percent (10%) or the Consumer Price Index (CPI) inflator using the original Agreement date as the base month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and. (iii) The monthly hub access/remote maintenance fees will remain in effect for two (2) years from the amount Effective Date. Thereafter this price may be adjusted annually. Any such annual increase will be the lower of such increase shall not exceed the lesser of: ten percent (a10%) the percentage rate of increase for the immediately preceding 12-month period in or the Consumer Price Index, All Urban Consumers, United States, All Items Index (1982 - 1984 = 100), as published by CPI) inflator using the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index original Agreement date as the parties may agree most closely resembles such index; orbase month. (biv) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee The price for the Optional Services shall be the amount set forth in Section 2.A. of Attachment I (except, if applicable, any price listed for space segment services to be used in connection with occasional use video transmissions) will remain in effect for one (1) year from the applicable SOW Commencement Date. Thereafter, these prices may be adjusted annually. Any such annual increase will be the lower of either ten percent (10%) or the Consumer Price Index (CPI) inflator using the original Agreement date as the SOW base month. Any price listed in said Section 2.A. for occasional use video space segment is the price in effect as of the Commencement Date. Any such price may thereafter be adjusted at any time on thirty (30) days prior written notice. (v) Demand Service charges are subject to change upon sixty (60) days notice to Customer. G. The prices provided for in this Agreement Amount. The SOW Agreement Amount includes payment for all Services are exclusive of the following taxes and materials and includes all Provider administrative and operating expenses charges with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense and Equipment provided hereunder: (i) any present or services outside of an SOW future Federal, State, or local excise, sales, or use taxes; (ii) any other present or future excise, sales, or use tax upon or measured by the gross receipts from the transactions provided in excess this Agreement or any allocated portion thereof or by the gross value of the SOW Fees Services, materials, and Equipment provided hereunder; and (iii) any present or SOW future property, inventory, or value-added tax or similar charge. Customer will pay and discharge the foregoing taxes and charges and all registration fees, assessments, and other taxes with respect to the transactions provided in this Agreement Amount specified and all Services, material, and Equipment provided hereunder (excluding any tax measured by HNS' income or gross (receipts) (collectively, the Taxes), prior to the time when any lien would attach for nonpayment of the Taxes. If HNS is required by applicable law or regulation to, or otherwise does, pay or collect the Taxes, then such amount of the Taxes will be invoiced to and paid by Customer to HNS in an executed SOW unless expressly agreed in writing in advance by addition to the Trustprices herein so provided.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract year; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of (a) On the provision of Effective Date and thereafter on a monthly basis during the Initial Term the Company shall pay PPTI ***** (such monthly amount referred to as the "Minimum Payments"). During the Initial Term, PPTI will not invoice Company for any payment amounts for Materials and Initial Services by Provider as may be requested by accrued during the Trust pursuant to a SOWInitial Term, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each any such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services payment amounts shall be calculated paid, if necessary, in accordance with Provider's hourly fee rates as set Section 6(b) and 6(d) below. (b) Within***** after expiration of the Initial Term, PPTI shall provide the Company with a statement (i) setting forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in Materials and Initial Services provided during the SOW, then in accordance with Initial Term and the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general related costs for such Materials and administrative expensesInitial Services, and profit. (ii) itemizing any applicable credits due to Company or excess payments due to PPTI pursuant to paragraph (d) below. (c) Upon expiration of the Initial Term and within***** after the expiration of each consecutive***** period thereafter, PPTI shall provide the Company with a***** statement (i) setting forth the Materials, Additional Services, Design Services shall be and other services provided to Company by PPTI and the personnel designated in the SOW or Proposal related costs, and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts (ii) deducting any applicable credits to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices offset such expenses due to the Trust monthly in arrears for its fees for Company pursuant to paragraph (d) below. Company shall make such payment within fifteen (15) days after receipt of the immediately preceding monthstatement. (d) Notwithstanding anything else to the contrary contained herein, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides Upon expiration of the Trust written notice Initial Term, if the Company has paid the Minimum Payment each month of the Initial Term and has not received an aggregate of Initial Services and/or Materials equal to*****, the Company shall receive a credit from PPTI equal to such increase at least 90 days prior difference which may be applied toward payments by the Company to the effective date of such increase;PPTI according to paragraph (d)(ii) below, or for Materials, Additional Services, Design Services and/or other services provided hereunder. (ii) Upon expiration of the Initial Term, if the Company has paid the Minimum Payment each month of the Initial Term and has received an aggregate of Initial Services and/or Materials in excess of*****, the Company shall be required to pay such increases occur no more frequently than once per contract yearadditional amounts within fifteen (15) days after receipt of the statement described in paragraph (c) above; andprovided however, in the event that this Agreement is terminated prior to the expiration of the Initial Term, Company***** (iii) Until the amount Company receives at least one (1) Qualified Lot of such increase Material from PPTI, the Company shall not exceed be required to pay PPTI any amounts in excess of an aggregate of $100,000. ----------- ***** Material is confidential and has been omitted and filed separately with the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services Securities and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement numberExchange Commission. (be) All invoices must include Provider’s name PPTI shall keep and Federal Tax ID Number. (c) For a time maintain adequate records and books of account documenting all of its expenses related to the services and materials contractprovided to Company hereunder. At Company's request and expense, all invoices must include PPTI shall permit a breakdown of work performed and expenses incurred certified independent public accountant selected by Company to have access, no more than once in each year during the invoice term of this Agreement and once during the twelve (12)-month period and indicate the personnel who performed the services, the date of service, the nature following receipt by PPTI of the worklast payment from Company of amounts due hereunder, during regular business hours and upon reasonable notice to PPTI, to such records and books for the duration sole purpose of the workverifying costs invoiced hereunder; provided, the rate charged thereforhowever, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and if such certified independent public accountant reasonably determines that such costs have been, after adjustments herein provided for, overstated or understated by PPTI, Company shall promptly pay any such understatement to PPTI and expenses are allowable PPTI shall promptly refund any such overpayment to Company, and if such costs were overstated by PPTI by an amount equal to or greater than*****, PPTI shall also pay all reasonable fees and disbursements of such certified independent public accountant incurred in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside the course of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trustmaking such determination.

Price and Payment Terms. 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s proposal in response to the RFQ (the “Proposal”), which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together {P1161814.7} with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Standard Services Agreement number. . (b) ). All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed applicable SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract year; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and operating expenses with respect to the Servicesprofit. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW.. {P0398105.12} 2023_02_11 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed applicable SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and operating expenses with respect to the Servicesprofit. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust. Failure to comply with these terms will constitute an Event of Default that may result in recoupment of funds, debarment from further contracting with the Trust, and the exercise by the Trust of all rights and remedies available under contract and at law or equity.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed applicable SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expensesexpenses incurred for the benefit of the Trust in connection with the Services, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) : Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) ; such increases occur no more frequently than once per contract year; and (iii) and the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and operating expenses with respect to the Servicesprofit. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust. Failure to comply with these terms will constitute an Event of Default that may result in recoupment of funds, debarment from further contracting with the Trust, and the exercise by the Trust of all rights and remedies available under contract and at law or equity.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust (a) Purchaser will pay Provider the SOW unit price for each accepted Product. The unit price within each Marketing Year shall be the greater of that amount which is equal to *** of Purchaser's Net Sales price per Unit or as follows: Marketing *** Year First *** Second *** Third *** Fourth *** Fifth *** All prices of Product shall be stated in U. S. Dollars and all payments made under this Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum any invoice issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement) shall be paid in U. S. Dollars and shall be without deduction of any taxes or other charges except as required by law. Per unit invoice pricing shall be based on the number of units previously delivered (in accordance with the first sentence of Section 3(a) above) during the Marketing Year and being delivered under the purchase order then being filled net of any units returned and scheduled to be returned by Purchaser to Supplier. All invoices for Products sold to Purchaser and its Affiliates shall be the obligation of Purchaser. However, any Affiliate of Purchaser may pay any invoice or account payable obligation of Purchaser directly to Supplier with the same effect as if the payment had been made by Purchaser. (b) The unit price shall include manufacturing, packaging, and Supplier's quality control measures as Supplier applies to Product used or sold by Supplier. Purchaser shall provide to Supplier in writing the packaging and labeling requirements for the Product, which requirements, when determined, shall meet all applicable Quality System Regulations and IS0 9001 Standards and/or such other lawful and appropriate standards as the parties may agree upon, and shall become part of the Product specifications for the Product. Such requirements shall be specified within a reasonable period of time prior to the first shipment of Product in order to allow Supplier to be able to satisfy Purchaser's requirements. In addition, from time to time upon reasonable prior notice to Supplier, Purchaser may make changes to such packaging and labeling specifications should ------------------------ *** Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. Purchaser determine such changes are necessary or desirable and subject to then satisfying all applicable Regulatory Approvals. To the extent permitted under applicable law, Purchaser shall credit Supplier as the licenser or manufacturer of the technology used in the Product. (c) The unit price as specified in Section 5(a) shall apply during the first five (5) Marketing Years. Thereafter, not less than 60 days prior to the end of the fifth Marketing Year, and not less than 60 days prior to the end of every second Marketing Year thereafter, Supplier and Purchaser may agree to revise any of the prices for the forthcoming marketing years. In no event shall the price to be paid to Supplier by Purchaser and its Affiliates be less than ***of Purchaser's Net Sales price per unit in the Territory. If the average number of units required per treatment procedure in the Clinical Efficacy Trials exceeds ***, the parties shall (subject to Supplier increasing its or its approved contract manufacturing capacity of Products to allow for the consequential increase in demand) adjust the unit price and unit volume increments per Marketing Year, and volume of product per unit, in a manner which takes into account the assumptions used by the parties to determine the Minimum Purchase requirement specified in Section 5(e). (d) The terms of payment are net upon shipment of Product. Any invoice not paid when due shall be subject to late and service charges equal to l- 1/2% per month of the amount past due. Notwithstanding anything in the foregoing to the contrary, any purchase order submitted or to be filled within the last four months of the term of this Agreement or the termination of Supplier's obligations under this Agreement shall be accompanied by an unconditional, irrevocable letter of credit issued by a banking institution having facilities in New York City, New York that is reasonably acceptable to Supplier in the full face amount of the extended price of the Product ordered, and payable to Supplier or its assignee which letter of credit shall be drawable upon presentment of the letter of credit and bills of lading evidencing delivery of the Product pursuant to such purchase order. (e) If for any Marketing Year Purchaser shall not have purchased from Supplier the Minimum Purchase requirement for such Marketing Year, Purchaser shall pay to Supplier within 45 days following the close of the applicable Marketing Year the amount by which the applicable Minimum Purchase requirement for the Product exceeds the actual revenue derived by Supplier from the sale of Product to Purchaser. The total payments to Provider for Services specified in an executed SOW shall not exceed Minimum Purchase requirement is as follows: Marketing Year Minimum Purchases First *** Second *** Third *** Fourth *** Fifth *** ------------------------ *** Material is confidential and has been omitted and filed separately with the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification MemorandumSecurities and Exchange Commission. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified Minimum Purchase requirements shall not apply in the applicable SOW upon written notice to the Trust; provided, that: any Marketing Year in which (i) Provider provides the Trust written notice Minimum Royalty under the License Agreement is not payable to Supplier due to Purchaser's affirmative election under Section 4.02(b) of such increase at least 90 days prior to the effective date of such increase; License Agreement, or (ii) the quantity of Product corresponding to the Minimum Purchase requirement has been ordered by Purchaser but Supplier has failed to timely till the accepted purchase orders required to be filled within said Marketing Year or committed a breach of this Agreement that prevents the Minimum Purchase requirements being achieved. In the event of (ii), if there continues to be a delivery of Product to Purchaser, the Minimum Purchase requirements shall be reduced by dollar amount corresponding to the number of units of Product ordered by Purchaser for timely delivery on the Marketing Year which are not delivered to Purchaser in such increases occur no Marketing Year but if Supplier has failed to deliver to Purchaser for six (6) months or more frequently than once per contract year; and (iii) during the amount of Marketing Year, any Product ordered by Purchaser and scheduled for timely delivery within the Marketing Year, the Minimum Purchase requirements for such increase Marketing Year shall not exceed be waived and for the lesser of: (a) next Marketing Year the percentage rate of increase Minimum Purchase requirement shall revert to that in effect for the immediately preceding 12-month period Marketing Year (or if in the Consumer Price Indextwo Marketing Years the Minimum Purchase requirements are the same, All Urban Consumersthe Minimum Purchase requirement shall be reduced by 20%) and a corresponding adjustment shall be made to subsequent Marketing Years and to the Minimum Royalty requirements under the License Agreement. Notwithstanding the forgoing, United Statesthe Minimum Purchase requirement shall be suspended during any period during which Product cannot be Commercialized as a result of any inherent defect in the Product, All Items (1982 - 1984 = 100), as published any Recall required by the Bureau of Labor Statistics of the United States Department of Labor or, if such index any applicable regulatory body that is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect specific to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts identified Product lots that are then payable. The Trust may require that Provider produce documentation replaced within a reasonable period of time, or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments the Product being found to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid safe for any time, material, expense or services outside of an SOW or use in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trusthumans.

Price and Payment Terms. 3.1 In consideration 1. The unit prices for the Components are stipulated in Annex 2 hereto. VAT shall be added on top of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated unit price in accordance with Provider's hourly fee rates valid legislation. 2. The unit prices have been agreed as set forth in the executed SOWhighest acceptable (maximum) prices including any and all associated costs, or if no hourly fee rates are {P0398105.10} specified in fees and payments and reflect any and all costs of the SOW, then in accordance Seller associated with the hourly fee rates set forth performance of the Seller hereunder. The price includes all costs of the Seller accrued in Provider’s Proposalproduction, which rates in all cases include all wagesdelivery, taxes, overhead, general and administrative expenses, and profit. Services shall support that may be provided by the personnel designated Seller by telephone, operational overhead, IP rights, insurance, taxes (except for VAT), customs, provision of warranty and any other costs that may be in any manner associated with performance hereunder. 3. In case the SOW or Proposal Buyer orders Components defined in Annex 2 hereto and Provider such Components are no longer available, primarily due to the technological development of the product, the Seller shall not increase offer to the hourly fee rates unless expressly agreed in writing in advance by the TrustBuyer other similar Components. The Trust will reimburse Provider technical parameters of such Components must not be in any manner below the standard that was defined herein. Should the production of any of the Components be stopped or should any Component become unavailable for reasonable and necessary direct costs and expensesother reasons, without xxxx-upthe Seller shall be obliged to inform the Buyer of such fact in sufficient advance so that the Buyer may order needed number of such Components. 4. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees The price for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount Components shall be paid to Provider upon completion the Seller in CZK on the basis of invoices – tax receipts, by bank transfers to the Seller’s account provided in individual invoices. The Seller shall be authorized to issue invoices only after timely and proper delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment take over of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider Components; all invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation copies of delivery notes confirmed by the Buyer. The Buyer accepts only electronic invoices delivered to the email address xxxxxxxx@xxx.xx. 5. The invoices shall be due in 30 days of their receipt by the Buyer. If an invoice states any other due period such period is deemed irrelevant and the due period stipulated here applies. 6. Payment date shall be understood as the day the invoiced amount was remitted from the Buyer’s account to the Seller’s account. 7. Invoices issued by the Seller shall comply with all requirements defined by applicable legislation, particularly by provisions of Act No. 563/1991 Coll., on Accounting, as amended, and Act No. 235/2004 Coll., on VAT, as amended (for all charges and coststax receipts). In lieu case of mailing, invoices and supporting documentation may any invoice failing to meet the requirements the Buyer shall be submitted via electronic mail authorized to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy return such invoice before the due date to the Trust’s designated Agreement AdministratorSeller for correction. Invoices require Once the following: (a) All invoices must include invoice is corrected and delivered to the Services Agreement numberBuyer, the due period starts to run from the beginning. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting 8. The Buyer is entitled to request that any invoice or request for reimbursement, Provider contains identification of a dotation project from which the respective purchase is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trustfunded.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration 7.1 Payment for al1 Products purchased hereunder shall be made by wire transfer within ten (10) business days following the shipment of goods from the Orient as evidenced by a copy of the provision invoice and bills of Services lading which will be fax by Provider NewTech to AAAA. Once payment has been received NewTech will send original invoice and bills of lading to AAAA's Miami office. 7.2 AAAA shall open, within ten (10) days of the Execution Date, a transferable and assignable stand-by irrevocable letter of credit in the sum of $2,000,000 in favor of NewTech from a financial institution reasonably acceptable to NewTech "Letter of Credit") which can only be drawn upon for AAAA's failure to pay for shipments of products as may be requested described in Section 7.1 above. NewTech shall have as its sole and exclusive remedy for AAAA's failure to pay for such Products the right to draw on the Letter of Credit at any time and from time to time provided that the following procedures are followed by NewTech and all of the following conditions are met: (i) AAAA has failed to pay for such products as provided herein and (ii) NewTech has submitted a statement signed by the Trust Chief Financial Officer of NewTech stating as follows: "NewTech has timely delivered products to AAAA, AAAA has taken deliveries of such products and NewTech has invoiced AAAA therefor. AAAA owes NewTech $______ pursuant to a SOWinvoices [invoices numbers to be inserted]. AAAA has failed to pay the amounts owing or provide proof that the amount is not owing." AAAA's failure to pay any amounts due to NewTech will not relieve it in any way from its obligations under this Agreement including its obligation to buy the Minimum Purchase Amounts indicated in Section 5 hereof. The Letter of Credit shall be in form and substance reasonable satisfactory to NewTech and shall extend through December 31, and subject to 1997. Thereafter, through the terms term of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services Letter of Credit shall be calculated in accordance with Provider's hourly fee rates as set forth in extended for an additional one year period and the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services notice of extension shall be provided received by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase Newtech at least 90 thirty (30) days prior to the effective date expiration of such increase;the existing Letter of Credit. (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase 7.3 Prices charged to AAAA and payments made by AAAA to NewTech for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services Products shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by ProviderU.S. dollars. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of (a) On the provision of Effective Date and thereafter on a monthly basis during the Initial Term the Company shall pay PPTI ** (such monthly amount referred to as the "Minimum Payments"). During the Initial Term, PPTI will not invoice Company for any payment amounts for Materials and Initial Services by Provider as may be requested by accrued during the Trust pursuant to a SOWInitial Term, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each any such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services payment amounts shall be calculated paid, if necessary, in accordance with Provider's hourly fee rates as set Section 6(b) and 6(d) below. (b) Within ** after expiration of the Initial Term, PPTI shall provide the Company with a statement (i) setting forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in Materials and Initial Services provided during the SOW, then in accordance with Initial Term and the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general related costs for such Materials and administrative expensesInitial Services, and profit. (ii) itemizing any applicable credits due to Company or excess payments due to PPTI pursuant to paragraph (d) below. (c) Upon expiration of the Initial Term and within ** after the expiration of each consecutive ** period thereafter, PPTI shall provide the Company with a ** statement (i) setting forth the Materials, Additional Services, Design Services shall be and other services provided to Company by PPTI and the personnel designated in the SOW or Proposal related costs, and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts (ii) deducting any applicable credits to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices offset such expenses due to the Trust monthly in arrears for its fees for Company pursuant to paragraph (d) below. Company shall make such payment within fifteen (15) days after receipt of the immediately preceding monthstatement. (d) Notwithstanding anything else to the contrary contained herein, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides Upon expiration of the Trust written notice Initial Term, if the Company has paid the Minimum Payment each month of the Initial Term and has not received an aggregate of Initial Services and/or Materials equal to **, the Company shall receive a credit from PPTI equal to such increase at least 90 days prior difference which may be applied toward payments by the Company to the effective date of such increase;PPTI according to paragraph (d)(ii) below, or for Materials, Additional Services, Design Services and/or other services provided hereunder. (ii) Upon expiration of the Initial Term, if the Company has paid the Minimum Payment each month of the Initial Term and has received an aggregate of Initial Services and/or Materials in excess of **, the Company shall be required to pay such increases occur no more frequently than once per contract yearadditional amounts within fifteen (15) days after receipt of the statement described in paragraph (c) above; andprovided however, in the event that this Agreement is terminated prior to the expiration of the Initial Term, Company **. (iii) Until the amount Company receives at least one (1) Qualified Lot of such increase Material from PPTI, the Company shall not exceed the lesser of: (a) the percentage rate be required to pay PPTI any amounts in excess of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau an aggregate of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number$100,000. (be) All invoices must include Provider’s name PPTI shall keep and Federal Tax ID Number. (c) For a time maintain adequate records and books of account documenting all of its expenses related to the services and materials contractprovided to Company hereunder. At Company's request and expense, all invoices must include PPTI shall permit a breakdown of work performed and expenses incurred certified independent public accountant selected by Company to have access, no more than once in each year during the invoice term of this Agreement and once during the twelve (12)-month period following receipt by PPTI of **Material is confidential and indicate has been omitted and filed separately with the personnel who performed Securities and Exchange Commission. the serviceslast payment from Company of amounts due hereunder, during regular business hours and upon reasonable notice to PPTI, to such records and books for the date sole purpose of serviceverifying costs invoiced hereunder; provided, the nature of the workhowever, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and if such certified independent public accountant reasonably determines that such costs have been, after adjustments herein provided for, overstated or understated by PPTI, Company shall promptly pay any such understatement to PPTI and expenses are allowable PPTI shall promptly refund any such overpayment to Company, and if such costs were overstated by PPTI by an amount equal to or greater than **, PPTI shall also pay all reasonable fees and disbursements of such certified independent public accountant incurred in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside the course of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trustmaking such determination.

Price and Payment Terms. 3.1 In consideration of for the provision of Services by Provider as may be requested by the Trust performed pursuant to a SOW, and subject to the terms of this Agreement, Customer shall pay EPL IT based upon the Trust will pay Provider fees specified on the SOW first page of this Agreement Amount or SOW (“Fees”) and any Other Fees as defined in and set below. EPL IT reserves the right to increase the Fees at any time, which would take effect upon the first day of the following month by providing Customer with thirty (30) days prior written notice setting forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for adjustment to the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services Fees. EPL IT shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then automatically debit Fees from Customer’s account via ACH funds transfer in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by terms indicated on the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level first page of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total first installment is due and payable on the first day of this Agreement. Subsequent payments or account ACH funds transfers will be made according to Provider for Services the schedule specified in an executed SOW under the terms indicated on the first page of this Agreement. Customer shall not exceed reimburse EPL IT the SOW Fee set forth in the SOW unless expressly authorized in advance following fees collectively defined as (“Other Fees”) should they be incurred by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months Customer: (a) any reasonable and properly documented out-of-pocket travel and living expenses incurred by EPL IT personnel during their performance of the TermServices; (b) any reasonable and properly documented services and/or equipment, for which EPL IT, or their designated representative, determines, as its sole and absolute right, to be outside the scope of the Services provided on a time and materials basisincluding, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; providedbut is not limited to, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; software license fees, (ii) such increases occur no more frequently than once per contract year; and software updates, (iii) hardware updates associated with software updates, (iv) onsite services, (v) consulting services, (vi) equipment and any associated shipping and handling charges incurred by EPL IT; and (c) the amount Professional service rates described under Complete I.T. Operations Support plus materials charges incurred in the performance of such increase shall not exceed services or if an outside designated representative is used, at the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period they charge plus materials charges incurred in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau performance of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided services. Invoices for a fixed price, the total fee for the Services Other Fees shall be the amount submitted to Customer by EPL IT on a per incident basis. Customer may not withhold or set forth in the applicable SOW as the SOW Agreement Amountoff any amounts due. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount EPL IT shall be paid to Provider automatically direct debit Other Fees from Customer’s account via ACH funds transfer upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted notice via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy Customer. All sums payable to the Trust’s designated Agreement Administrator. Invoices require the following: EPL IT shall be made in United States dollars and due ten (a10) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, days from the date of service, the nature of the work, the duration of the work, EPL IT's invoice should EPL IT be unable to direct debit Fees from Customer’s account via ACH funds transfer. All amounts past due shall accrue interest from their due dates at the rate charged thereforof one and one-half percent (1.5%) per month or the maximum percentage allowable by law (whichever is less). All amounts due (including the Fees) do not include any federal, and the cost of materials. 3.6 By submitting any invoice state or request for reimbursementlocal sales, Provider is representing that the Services use or costs identified excise taxes or other charges assessed against or payable by EPL IT in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance connection with this Agreement. Provider will not , and Customer shall pay to EPL IT the amount of any such taxes that EPL IT may be paid required to pay on account of its performance under this Agreement except for any time, material, expense franchise tax or services outside of an SOW tax based upon EPL IT's net income or personal property. EPL IT reserves the right to cease performance and assert appropriate liens if all amounts are not paid in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trustfull when due.

Price and Payment Terms. 3.1 In consideration of The total price for performance under this Contract, i.e. for the provision of Services by Provider as may be requested Goods, its accessories and all other performances provided by the Trust pursuant to a SOW, and subject Seller to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then Buyer in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general terms and administrative expenses, and profit. Services shall conditions of this Contract is: price: The VAT will be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices added to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred above amount in accordance with this Agreementapplicable law. The total payments to Provider price for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months delivery of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount Goods under this Contract shall be paid to Provider upon completion and against an invoice. Such invoice will be issued after the delivery of all required Services goods from The Seller. The Seller undertakes to issue, after a possible consultation with the Buyer, two partial invoices, it being understood that one invoice shall be issued for items of the subject matter of performance of the investment nature and the other invoice shall be issued for items of the subject matter of performance of the non-investment nature. The Seller undertakes to include in the invoice the designation of the project under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreementwhich the Goods are paid, for certain Services to be performed at a fixed pricenamely: If the whole information does not fit in the invoice, the Trust may require that an SOW provide for periodic payment project registration number without the title of the SOW Agreement Amount in installments upon achievement grant project is sufficient. Maturity of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment invoice is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, 30 days from the date of servicedelivery. The invoice – tax document must contain all information required by applicable legal regulations. The Buyer may return the tax document (invoice) within the maturity period if it contains: incorrect or incomplete price information, incorrect or incomplete requirements according to legal regulations. In situations under letters a) and b) of this paragraph, the nature of Buyer is obliged to return the worktax document (invoice) stating the reason for its return. At this moment, the duration maturity period is cancelled and the new maturity period shall start to run upon delivery of a new or corrected tax document (invoice). If the workBuyer returns the tax document (invoice) even though it was duly issued and meets the prescribed requirements, the rate charged therefor, maturity period shall not be suspended and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that Buyer shall be in default if it fails to pay the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance tax document (invoice) by the Trustoriginal maturity date.

Price and Payment Terms. 3.1 In consideration of Customer shall pay the provision of Services by Provider as may be requested by amounts set forth on the Trust pursuant to a SOWOrder Form for the Products, Network Equipment, and subject all Services (together, the “Purchase Price”), which shall include, unless specifically provided otherwise, the “Monthly Recurring Charges” and the “Other Charges,” as set out on the Order Form. The Purchase Price shall be due and payable according to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services Order Form. If no payment terms are provided on a time the Order Form, then (A) the Monthly Recurring Charges shall be due and materials basispayable on the first day of the month in which the Products are delivered to the address set forth on the Order Form and monthly thereafter on the first day of each month until the expiration of the Initial Term (or any Subscription Renewal Term, each as defined below); (B) the fees Other Charges shall be due and payable within thirty (30) days of delivery of the Products and Network Equipment to the address set forth on the Order Form and performance of the Installation Services described on the Order Form (if any). Unless otherwise provided on the Order Form, Customer shall be responsible for expenses incurred by Company (including travel and lodging) in providing the Services described on the Order Form. Unless specifically provided otherwise on the Order Form or on an order form hereafter signed by the Parties, Company shall invoice Customer for any additional (i.e., not described on the Order Form) Deliverables requested by and delivered to Customer (including reimbursement of expenses reasonably incurred, which shall include, without limitation, reasonable expenses for travel and lodging) and Customer shall pay such invoices within thirty (30) days of the date of such invoice. Customer shall pay interest computed at the rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by law, on any amounts due hereunder that are remitted more than thirty (30) days late. Customer shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in responsible for all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxx-up. Provider shall exercise best efforts including court costs and attorneys’ fees, incurred by Company in collecting any fees owed to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for it under this Section 4.1 or enforcing its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with rights under this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.

Price and Payment Terms. 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in the executed SOW, or if no hourly fee rates are {P0398105.10P0398105.11} specified in the SOW, then in accordance with the hourly fee rates set forth in Provider’s Proposal, which rates in all cases include all wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the SOW or Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable and necessary direct costs and expenses, without xxxxmark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. The parties agree that after the initial 24 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard hourly fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: (i) Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; (ii) such increases occur no more frequently than once per contract year; and (iii) the amount of such increase shall not exceed the lesser of: (a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (b) three percent (3%). 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Services Agreement number. (b) All invoices must include Provider’s name and Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.