DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05
<br /> Appendix A
<br /> Baker Tilly Virchow Krause, LLP
<br /> Standard Business Terms
<br /> These Standard Business Terms("Terms")govern the services provided by Baker Tilly Virchow Krause,LLP("Baker Tilly","we","us"or"our")set forth in the
<br /> Agreement for Services to which these Terms are attached(the"Services°)_These Terms,tog ether with the Agreement for Services to which they are attached,
<br /> constitute the entire understanding and agreement between the client identified on such Agreement for Services(the"Client')and Baker Tiliy with respect to
<br /> the Services described in the Agreement for Services (collectively, the Agreement for Services and these Terms are referred to as the "Agreement")and
<br /> supersede and incorporate all prior or contemporaneous representations,understandings or agreements,and may not be modified or amended except by an
<br /> agreement in writing signed between the parties hereto. If there is a conflict between these Terms and the terms of the Agreement for Services,these Terms
<br /> shall govern.
<br /> Section 1.Confidentiality Section 4.Standards of Performance
<br /> With respect to this Agreement and any information supplied in connection Baker Tilly shall perform its Services in conformity with the terms expressly
<br /> with this Agreement and designated by the disclosing party (the set forth in this Agreement.Accordingly, our Services shall be evaluated
<br /> "Disclosing Party") as "Confidential Information" either by marking it as on our substantial conformance with such tennis and standards.Any claim
<br /> "confidential"prior to disclosure to the receiving party(the"Recipient")or, of nonconformance(and applicability of such standards)must be clearly
<br /> if such information is disclosed orally or by inspection,then by indicating and convincingly shown. Client acknowledges that the Services will
<br /> to the Recipient that the information is confidential at the time of disclosure involve the participation and cooperation of management and others of
<br /> and confirming in writing to the Recipient, the confidential nature of the Client.Unless required by professional standards or Client and Baker Tilly
<br /> information within ten(10)business days of such disclosure,the Recipient otherwise agree in writing, Baker Tilly shall have no responsibility to
<br /> agrees to: (i) protect the Confidential Information in the same manner in update any of its work after its completion.
<br /> which it protects its confidential information of like importance, but in no
<br /> case using less than reasonable care;(ii)use the Confidential Information Section 5.Warranty
<br /> only to perform its obligations under this Agreement; and (iii) reproduce (a)Each party represents and warrants to the other that it has full power
<br /> Confidential Information only as required to perform its obligations under and authority to enter into and perform this Agreement and any Statement
<br /> this Agreement. This section shall not apply to information which is (A) of Work entered into pursuant hereto and the person signing this
<br /> publicly known,(B)already known to the recipient;(C)disclosed to a third Agreement or such Statement of Work on behalf of each party hereto has
<br /> party without restriction; (D) independently developed; or (E) disclosed been properly authorized and empowered to enter into this Agreement.
<br /> pursuant to legal requirement or order,or as is required by regulations or (b)Client warrants that it has the legal right and authority,and will continue
<br /> professional standards governing the Services performed.Subject to the to have the legal right and authority during the term of this Agreement,to
<br /> foregoing, Baker Tilly may disclose Client's Confidential Information to its operate, configure, provide, place, install, upgrade, add, maintain and
<br /> subcontractors and subsidiaries. repair(and authorize Baker Tilly to do any of the foregoing to the extent
<br /> Section 2.Deliverables the same are included in the Services)the hardware, software and data
<br /> (a)Materials speccally prepared by Baker Ti lly fo r Client as a deliverable that comprises any of Client's information technology system upon which
<br /> under a Statement Work each a"Deliverable" when full or related to which Baker Tilly provides Services under this Agreement.
<br /> ( } ,y y paid for (c)Balker Tilly warrants that any Services that it provides to Client under
<br /> by Client, be used, copied, distributed internally, and modified by Client this Agreement and any Statement of Work will be performed in
<br /> but solely for its internal business purposes.Client shall not,without Baker accordance with generally accepted industry standards of care and
<br /> Tilly's prior written consent,disclose to a third party,publicly quote or make competence. Client's sole and exclusive remedy for a breach of Baker
<br /> reference to the Deliverables. Baker Tilly shall retain all right, title and Ti11y's warranty will be for Baker Tilly,in its sole discretion,to either:(i)use
<br /> interest in and to:(i)the Deliverables,including but not limited to,all patent, its reasonable commercial efforts to re-perform or correct the Services,or
<br /> copyright,trademark and other intellectual property rights therein;and(ii) (ii) refund the fee Client paid for the Services that are in breach of Baker
<br /> all methodologies,processes,techniques, ideas, concepts,trade secrets Tilly's warranty.Client must make a claim for breach of warranty in writing
<br /> and know-how embodied in the Deliverables or that Baker Tilly may within thirty(30)days of the date that the Services that do not comply with
<br /> develop or supply in connection with this Agreement (the "Baker Tilly Baker Tilly's warranty are performed.This warranty is voided in the event
<br /> Knowledge"). Subject to the confidentiality restrictions contained in that Client makes alterations to the Services provided by Baker Tilly 0r to
<br /> Section 1, Baker Tilly may use the Deliverables and the Baker "filly the environment in which the Services are used (including the physical,
<br /> Knowledge for any purpose. network and systems environments)that are not authorized in writing by
<br /> (b)The documentation for this engagement, including the workpapers,is Baker Tilly.if Client does not notify Baker Tilly of a breach of Baker Tilly's
<br /> not part of the Deliverables, is the property of Baker Tilly and constitutes warranty during that 30-day period, Client will be deemed to have
<br /> confidential information. We may have a responsibility to retain the irrevocably accepted the Services_
<br /> documentation for a period of time sufficient to satisfy any applicable legal (d)Baker Tilly does not warrant any third-party product(each,a"Product").
<br /> or regulatory requirements for records retention.If we are required by law, All Products are provided to Client by Baker Tilly"AS IS."Baker Tilly will,
<br /> regulation or professional standards to make certain documentation to the extent it is allowed to by its vendors, pass through any warranties
<br /> available to Regulators.Client hereby authorizes us to do so. and indemnifications provided by the manufacturer of the Product,Client,
<br /> Section 3.Acceptance recognizing that Baker Tilly is not the manufacturer of any Product.
<br /> Client shall accept Deliverables which (i) substantially conform to the expressly waives any claim that Client may have against Baker Tilly based
<br /> specifications in the Statement of Work or (ii) where applicable, upon any product liability or infringement or alleged infringement of any
<br /> successfully complete the mutually agreed to acceptance test plan patent,copyright,trade secret or other intellectual property right(each a
<br /> described in the Statement of Work. Client will promptly give Baker Tilly "Claim"} with respect to any Product and also waives any right to
<br /> written notification of any non-conformance of the Deliverables with such indemnification from Baker Tilly against any such Claim made against
<br /> requirements ("Non-conformance") within thirty (30) days following Client by another.Client acknowledges that no employee of Baker Tilly or
<br /> delivery of such Deliverables, and Baker Tilly shall have a reasonable any other party is authorized to make any representation or warranty on
<br /> period of time, based on the severity and complexity of the Non- behalf of Baker Tilly that is not in this Agreement,
<br /> conformance, to correct the Non-conformance so that the Deliverables (e) This section 5 is Baker Tilly's only warranty concerning the services
<br /> substantially conform to the specifications_ If Client uses the Deliverable and any deliverable, and is made expressly in lieu of all other warranties
<br /> before acceptance, fails to promptly notify Baker Tilly of any Non- and representations,express or implied, including any implied warranties
<br /> conformance within such 30-day period, or delays the beginning of of merchantability,ACCURACY,TITLE, non-infringement,or fitness for a
<br /> acceptance testing more than five(5)business days past the agreed upon particular purpose,or otherwise.
<br /> date for the start of such acceptance testing as specified or otherwise
<br /> determined under the Statement of Work. then the Deliverable shall be
<br /> deemed irrevocably accepted by the Client.
<br /> Consulting Terms Page 4 of 6 Rev.Oct.2015
<br />
|