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DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05
<br /> Baker Tilly Virchow Krause, LLP
<br /> Standard Business Terms (cont.)
<br /> Section 6.Limitation on Dama es and Indemnification the institution by or against the other party of any proceeding under the
<br /> (a)The liability(including attomey's fees and ALL other costs)of Baker United States Bankruptcy Code or any other foreign, federal or state
<br /> Tilly and its present or former partners, principals, agents or employees bankruptcy, receivership, insolvency or other similar law affecting the
<br /> related to any claim for damages relating to the services performed under rights of creditors generally. or(iv)the making by the other party of any
<br /> this Agreement shall not exceed the fees paid to Baker Tilly for the portion assignment for the benefit of creditors.
<br /> of the work to which the claim relates, except to the extent finally (c) Client shall pay Baker Tilly for all Services rendered and expenses
<br /> determined to have resulted from the willful misconduct or fraudulent incurred as of the date of termination,and shall reimburse Baker Tilly for
<br /> behavior of Baker Tilly relating to such services.This limitation of liability all reasonable costs associated with any termination.
<br /> is intended to apply to the full extent allowed by law, regardless of the (d)Any rights and duties of the parties that by their nature extend beyond
<br /> grounds or nature of any claim asserted,including the negligence of either the expiration or termination of this Agreement, including but not limited
<br /> party. Additionally, in no event shall either party be liable for ANY lost to, limitation of liability, confidentiality, ownership of work product, and
<br /> profits, LOST Business opportunity, lost data, consequential, special, survival of obligations, any accrued rights to payment and remedies for
<br /> incidental, exemplary or punitive damages DELAYS, INTERRUPTIONS, breach of this Agreement shall survive the expiration or termination of this
<br /> DR VIRUSES arising out of or related to this Agreement even if the other Agreement or any Statement of Work.
<br /> party has been advised of the possibility of such damages. Section 9. Dispute Resolution
<br /> (b)As Baker Tilly is performing the Services solely for the benefit of Client, (a) Except for disputes related to confidentiality or intellectual property
<br /> Client wiil indemnify Baker Tilly,its subsidiaries and their present or former rights, all disputes and controversies between the parties hereto of every
<br /> partners,principals,employees,officers and agents against all costs,fees, kind and nature arising out of or in connection with this Agreement as to
<br /> expenses, damages and liabilities (including attorneys' fees and all the existence, construction, validity, interpretation or meaning,
<br /> defense costs)associated with any third-party claim,relating to or arising performance, nonperformance, enforcement, operation, breach,
<br /> result of the Services. Client's use of the Deliverables, or this
<br /> A continuation, or termination of this Agreement shall be resolved as set
<br /> Agreement. forth in this Section using the following procedure: In the unlikely event
<br /> (c) In the event Baker Tilly is requested by the Client; or required by that differences concerning the Services or fees should arise that are not
<br /> government regulation, subpoena,or other legal process to produce our resolved by mutual agreement,both parties agree to attempt in good faith
<br /> engagement working papers or its personnel as witnesses with respect to to settle the dispute by engaging in mediation administered by the
<br /> its Services rendered for the Client,so long as Baker Tilly is not a party to American Arbitration Association under its mediation rules for professional
<br /> the proceeding in which the information is sought, Client will reimburse accounting and related services disputes before resorting to litigation or
<br /> Baker Tilly for its professional time and expenses,as well as the fees and any other dispute-resolution procedure. Each party shall bear their own
<br /> legal expenses,incurred in responding to such a request. expenses from mediation and the fees and expenses of the mediator shall
<br /> (d) Because of the importance of the information that Client provides to be shared equally by the parties. If the dispute is not resolved by
<br /> Baker Tilly with respect to Baker Til€y's ability to perform the Services, mediation,then the parties agree that the dispute or claim shall be settled
<br /> Client hereby releases Baker Tilly and its present and former partners, by binding arbitration.The arbitration proceeding shall take place in the
<br /> principals, agents and employees from any liability, damages, fees, city in which the Baker Tilly office providing the relevant services is
<br /> expenses and costs,including attorneys fees,relating to the Services,that located, unless the parties mutually agree to a different location. The
<br /> arise from or relate to any information, including representations by proceeding shall be governed by the provisions of the Federal Arbitration
<br /> management, provided by Client, its personnel or agents, that is not Act ("FAA") and will proceed in accordance with the than current
<br /> complete,accurate or current. Arbitration Rules for Professional Accounting and Related Disputes of the
<br /> (e) Each a g p
<br /> party recognizes and agrees that the warranty disclaimers and AAA, except that no pre-hearing discovery shall be permitted unless
<br /> liability and remedy limitations in this Agreement are material bargained specifically authorized by the arbitrator.The arbitrator will be selected from
<br /> for bases of this Agreement and that they have been taken into account AAA,JAMS,the Center for Public Resources,or any other internationally
<br /> and reflected in determining the consideration to be given by each party or nationally-recognized organization mutually agreed upon by the parties.
<br /> under this Agreement and in the decision by each party to enter into this Potential arbitrator names will be exchanged within 15 days of the parties'
<br /> Agreement. agreement to settle the dispute or claim by binding arbitration, and
<br /> (f)The terms of this Section 6 shall apply regardless of the nature of any arbitration will thereafter proceed expeditiously. The arbitration will be
<br /> claim asserted (including, but not limited to,contract,tort, or any form of conducted before a single arbitrator, experienced in accounting and
<br /> negligence,whether of Client, Baker Tilly or others),but these terms shall auditing matters. The arbitrator shall have no authority to award non-
<br /> not apply to the extent finally determined to be contrary to the applicable monetary or equitable relief and will not have the right to award punitive
<br /> law or regulation. These terms shall also continue to apply after any damages. The award of the arbitration shall be in writing and shall be
<br /> termination of this Agreement. accompanied by a well reasoned opinion. The award issued by the
<br /> (g) Client accepts and acknowledges that any legal proceedings arising arbitrator may be confirmed in a judgment by any federal or state court of
<br /> from or in conjunction with the services provided under this Agreement competent jurisdiction.Each party shall be responsible for their own costs
<br /> must be commenced within twelve(12)months after the performance of associated with the arbitration,except that the costs of the arbitrator shall
<br /> the Services for which the action is brought, without consideration as to be equally divided by the parties. The arbitration proceeding and all
<br /> the time of discovery of any claim. information disclosed during the arbitration shall be maintained as
<br /> Section 7.Personnel confidential, except as may be required for disclosure to professional or
<br /> During the term of this Agreement, and for a period of six (6) months regulatory bodies or in a related confidential arbitration. In no event shall
<br /> following the expiration or termination thereof, neither party will actively a demand for arbitration be made after the date when institution of legal or
<br /> solicit the employment of the personnel of the other party involved directly equitable proceedings based on such claim would be barred under the
<br /> with providing Services hereunder.Both parties acknowledge that the fee applicable statute of limitations.
<br /> for hiring personnel from the other party,during the project term and within (b)Because a breach of any the provisions of this Agreement concerning
<br /> six months following completion,will be a fee equal to the hired person's confidentiality or intellectual property rights will irreparably harm the non-
<br /> annual salary at the time of the violation so as to reimburse the party for breaching party, Client and Baker Tilly agree that if a party breaches any
<br /> the costs of hiring and training a replacement. of its obligations thereunder,the non-breaching party shall,without limiting
<br /> Section 8.Termination its other rights or remedies, be entitled to seek equitable relief(including,
<br /> (a) This Agreement may be terminated at any time by either party upon but not limited to, injunctive relief) to enforce its rights thereunder,
<br /> written notice to the other. However, upon termination of this Agreement, including without limitation protection of its proprietary rights.The parties
<br /> this Agreement will continue to remain in effect with respect to any agree that the parties need not invoke the mediation procedures set forth
<br /> Statement(s)of Work already issued at the time of such termination, until in this section In order to seek injunctive or declaratory relief.
<br /> such Statements of Work are themselves either tenminated or the Section 10.Force Maileure
<br /> performance thereunder is completed. In the event that either party is prevented from performing,or is unable to
<br /> (b) This Agreement and all Statements of Work may be tenminated by perform,any of its obligations under this Agreement due to any act of Gad,
<br /> either party effective immediately and without notice,upon:(i)the fire,casualty,flood,war,strike,lock out,failure of public utilities,injunction
<br /> dissolution,termination of existence,liquidation or insolvency of the other or any act, exercise, assertion or requirement of any governmental
<br /> party,(ii)the appointment of a custodian or receiver for the other party,(iii) authority, epidemic, destruction of production faciiities, insurrection,
<br /> Consulting Terms Page 5 of 6 Rev.Oct.2016
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