|
DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05
<br /> Baker Tilly Virchow Krause, LLP
<br /> Standard Business Terms (cont.)
<br /> inability to obtain labor, materials, equipment, transportation or energy be replaced by mutually acceptable provisions which, being valid, legal
<br /> sufficient to meet needs,or any other cause beyond the reasonable control and enforceable, come closest to the intention of the parties underlying
<br /> of the party invoking this provision ("Force Maieure Event'), and if such the invalid or unenforceable provision. If the Services should become
<br /> party shall have used reasonable efforts to avoid such occurrence and subject to the independence rules of the U.S. Securities and Exchange
<br /> minimize its duration and has given prompt written notice to the other Commission with respect to Client, such that any provision of this
<br /> party,then the affected party's failure to perform shall be excused and the Agreement would impair Baker TiIly's independence under its rules,such
<br /> period of performance shall be deemed extended to reflect such delay as provision(s)shall be of no effect,
<br /> agreed upon by the parties. (c) Neither this Agreement, any Statement of Work, any claims nor any
<br /> Section 11.Taxes rights or licenses granted hereunder may be assigned, delegated or
<br /> Baker Tilly's fees are exclusive of any federal, national, regional, state, subcontracted by either party without the written consent of the other party.
<br /> provincial or local taxes,including any VAT or at her withholdings,imposed Either party may assign and transfer this Agreement and any Statement
<br /> on this transaction, the fees, or on Client's use of the Services or of Work to any successor that acquires all or substantially all of the
<br /> possession of the Deliverable(individually or collectively,the'Taxes"),all business or assets of such party by way of merger, consolidation, other
<br /> of which shall be paid by Client without deduction from any fees owed by business reorganization, or the sale of interests or assets, provided that
<br /> Client to Baker Tilly. In the event Client fails to pay any Taxes when due, the party notifies the other party in writing of such assignment and the
<br /> Client shall defend, indemnify,and hold harmless Baker Tilly, its officers, successor agrees in writing to be bound by the terms and conditions of
<br /> agents, employees and consultants from and against any and all fines, this Agreement.
<br /> penalties, damages,costs (including, but not limited to,claims, liabilities (d)The validity,construction and enforcement of this Agreement shall be
<br /> or losses arising from or related to such failure by Client)and will pay any determined in accordance with the laws of the State of Illinois, without
<br /> and all damages, as well as all costs, including, but not limited to, reference to its conflicts of laws principles, and any action (whether by
<br /> mediation and arbitration fees and expenses as well as attorneys'fees, arbitration or in court) arising under this Agreement shall be brought
<br /> associated with Client's breach of this Section 11 exclusively in the State of Illinois. Both parties consent to the personal
<br /> Section 12.Notices jurisdiction of the state and federal courts located in Illinols.
<br /> Any notice or communication required or permitted under this Agreement (e)The parties hereto are independent contractors. Nothing herein shall
<br /> o be deemed to constitute either party as the representative,agent,partner
<br /> r any Statement of Work shall be in writing and shall be deemed received
<br /> or joint venture of the other.
<br /> (i)on the date personally delivered; or(ii)the date of confirmed receipt if The failure of either
<br /> sent by Federal Express,DHL,UPS or any other reputab€e carrier service, {� party at any time to enforce any of the provisions
<br /> to applicable party (sending it to the attention of the title of the person of this Agreement or a Statement of Work will in no way be construed as
<br /> signing this Agreement)at the address specified on the signature page of a waiver of such provisions and will not affect the right of party thereafter
<br /> to enforce each an
<br /> this Agreement or such other address as either party may from time to d every provision thereof in accordance with its terms.
<br /> time designate to the other using this procedure. {g}Client acknowledges that:(i)Baker Tilly and Client may correspond or
<br /> convey documentation via Internet a-mail unless Client expressly requests
<br /> Section 13.Miscellaneous otherwise, (ii) neither party has control over the performance, reliability,
<br /> (a)This Agreement and any Statement(s) of Work constitute the entire availability, or security of Internet e-mail, and (iii) Baker Tilly shall not be
<br /> agreement between Baker Tilly and Client with respect to the subject liable for any loss, damage, expense, Bann or inconvenience resulting
<br /> matter hereof and supersede all prior agreements, promises, from the loss, delay, interception,corruption, or alteration of any Internet
<br /> understandings and negotiations, whether written or oral, regarding the e-mail.
<br /> subject matter hereof. No terms in any Client purchase order that are (h)Except to the extent expressly provided to the contrary, no third-party
<br /> different from, or additional to, the terms of this Agreement will be beneficiaries are intended under this Agreement.
<br /> accorded any legal effect and are specifically hereby objected to by Baker (i) Baker Tilly Virchow Krause, LLP is an independent member of Baker
<br /> Tilly. This Agreement and any Statement of Work cannot be amended Tilly International.Baker Tilly International Limited is an English company.
<br /> unless in writing and signed by duly authorized representatives of each Baker Tilly International provides no professional services to clients.Each
<br /> party.Headings in this Agreement are included for convenience only and member firm is a separate and independent legal entity and each
<br /> are not to be used to construe or interpret this Agreement. describes itself as such.Baker Tilly Virchow Krause,LLP is not Baker Tilly
<br /> (b)In the event that any provision of this Agreement or any Statement of International's agent and does not have the authority to bind Baker Tilly
<br /> Work is held by a court of competent jurisdiction to be unenforceable International or act on BakerTi€ly International's behalf.None of Baker Tilly
<br /> because it is invalid or in conflict with any law of any relevant jurisdiction, International, Baker Tilly Virchow Krause, LLP, nor any of the other
<br /> the validity of the remaining provisions shall not be affected,and the rights member firms of Baker Tilly International has any liability for each other's
<br /> and obligations of the parties shall be construed and enforced as if the acts or omissions. The name Baker Tilly and its associated logo Is used
<br /> Agreement or such Statement of Worts did not contain the particular under license from Baker Tilly International Limited.
<br /> provisions held to be unenforceable.The unenforceable provisions shall
<br /> Acknowledgement:
<br /> The Business Terms above correctly sets forth the understanding of the Client.
<br /> Accepted
<br /> GocuSigned by: OocuSigned by:
<br /> b
<br /> Signature: �76inJ�t�
<br /> E3�4B202973148C. 8637994B755E477 .
<br /> Title:
<br /> Date: 6/10/2019 6/10/2019
<br /> Consulting Terms Page 6 of 6 Rev.Dct.2016
<br />
|