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DocuSign Envelope ID:93C4AB5D-9B56-4AE2-8617-1374826692F7
<br /> SEA, LTD.TERMS AND CONDITIONS
<br /> The following Terms and Conditions govern the relationship between the parties to the Matter assigned to and undertaken
<br /> by SEA, Ltd. and are binding on the date of the assignment, whether made verbally or in writing. "Client," "you," or "your"
<br /> means the person or entity shown on the SEA, Ltd. Retention Agreement,and your successors and assigns.
<br /> 1. SEA, Ltd. provides independent, impartial, third party investigations, analyses and/or opinions/conclusions. It is
<br /> understood that objectivity is paramount to any other consideration and, therefore, SEA, Ltd. makes no
<br /> representation or guarantee regarding the outcome of any Matter. The Client agrees to pay all SEA, Ltd. invoices
<br /> upon receipt with the prior understanding and acknowledgement that SEA Ltd.'s findings, opinions or conclusions will
<br /> be rendered on a neutral and unbiased basis.
<br /> 2. The Client understands and agrees that SEA, Ltd. does not operate on a contingent fee basis and that payment of
<br /> SEA, Ltd.'s invoices may not be deferred until a case is resolved. All professional services are on a time and expense
<br /> basis unless otherwise agreed. Upon request, time and expense estimates may be provided as a courtesy for
<br /> budgeting purposes and both parties understand that deviations may occur. The client may terminate the Matter at
<br /> any time but is liable for all accrued charges. Hourly rates are subject to periodic adjustment, typically on an annual
<br /> basis.
<br /> 3. Time charged includes all time expended for the Matter. This time ordinarily includes, among other things, site
<br /> visits, investigative effort, research, calculations, review of standards/specifications, report writing, drawings, travel
<br /> time (billed portal-to-portal, at normal hourly rates, including delays), client meetings, client and third party
<br /> communications, preparation for testimony, court appearance, court waiting and standby time. Expenses typically
<br /> include, but are not limited to, travel, hotel, evidence storage, specialized equipment and/or software license
<br /> charges, Matter materials, testing, and third party services. The client shall be responsible for time and travel
<br /> expenses incurred by SEA, Ltd. in the event that a meeting, site visit or other Matter travel is cancelled or
<br /> rescheduled. The client shall be responsible for payment of all invoices regardless of the outcome of the Matter.
<br /> 4. Invoices for services will typically be submitted to the client monthly for time and expenses incurred and are due
<br /> upon receipt. The client shall be fully responsible for timely payment of all invoices regardless of whether or not
<br /> the client may be entitled to reimbursement therefore from a third party. SEA, Ltd. may withhold delivery of
<br /> reports, testimony, data, or other work product pending full payment of all charges. In the event any outstanding
<br /> invoice remains unpaid sixty (60) days after issuance, SEA, Ltd. reserves the right to stop all work and to withdraw
<br /> from the engagement. SEA, Ltd. also reserves the right to contact any third party payer in the event that invoices
<br /> remain unpaid sixty (60) days after issuance.
<br /> 5. The client shall be responsible for all invoices that arise out of assignment of this Matter. This includes time
<br /> and expense incurred in any deposition, trial testimony, document production or other requirement, whether
<br /> through subpoena or otherwise, whether requested or issued by the client or a third party. In the event that
<br /> SEA, Ltd. receives a subpoena or request for information from a third party, the client will be advised before any
<br /> appearance or response is provided. If the client expects that other parties should be responsible for invoices in
<br /> connection with such appearance or response, arrangements must be made with SEA, Ltd. well in advance with
<br /> appropriate retainers obtained when/as requested, otherwise the client assumes the responsibility for time and
<br /> expense involved in any appearance or response provided.
<br /> 6. SEA, Ltd. shall not be liable to any person for damages of any kind except where damages are occasioned solely by
<br /> the gross negligence of SEA, Ltd. or its employees. In no event shall SEA, Ltd.'s liability exceed the total contract price
<br /> under which SEA, Ltd.'s services have been performed. In no event shall SEA, Ltd. be liable to the client for incidental
<br /> or consequential damages of any kind, punitive damages, or attorneys' fees.
<br /> 00380406.16
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