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RIMKUS CONSULTING GROUP, INC.
<br />TERMS AND CONDITIONS
<br />Effective October 28, 2021
<br />(1 These Terms and Conditions apply to the retention and work of
<br />Rimkus Consulting Group, Inc., its affiliates, and subcontractors
<br />(“Company”) on behalf of client (“Client”). Unless stated in writing
<br />otherwise, Company’s services are limited to providing professional
<br />advice, judgments, and/or opinions for the exclusive use of Client. No
<br />other person or entity shall use the work performed hereunder without
<br />the express written consent of Company.
<br />(2 Any of the following acts by Client shall constitute acceptance of
<br />these Terms and Conditions: signing and returning a copy of the
<br />Confirmation of Assignment Letter; the continued use of Company on
<br />the assignment; or any request for services to be performed by
<br />Company after Client’s receipt of the Terms and Conditions. No
<br />changes, edits, additions or different terms shall be effective unless
<br />specifically agreed to in writing and signed by an authorized
<br />representative of Company. An email shall not suffice as evidence of
<br />Company’s written and signed acceptance of Client-made changes,
<br />edits, or additional or different terms or conditions. Client agrees that in
<br />the event Company expedites commencement of work for Client, these
<br />Terms and Conditions shall apply to all work performed by Company
<br />and Client hereby waives and releases any claim or defense contesting
<br />the applicability of these Terms and Conditions or arising from or
<br />related to Company commencing work prior to Client receipt of these
<br />Terms and Conditions.
<br />(3 Client represents that the work performed hereunder will be used
<br />exclusively by Client and solely for Client's benefit. There shall be no
<br />third-party beneficiaries to this Agreement. If Client uses an agent to
<br />retain Company, Client represents that its agent has full authority to
<br />act for Client and Client assumes complete responsibility for the acts
<br />of its agent and shall be responsible for payment to Company for all
<br />work performed at the request of Client’s agent. An agent includes a
<br />Client's attorney or third party adjuster or administrator. In the event
<br />the assignment that is the subject matter of Company’s retention shall
<br />become involved in litigation, arbitration, or any other formal dispute
<br />resolution procedure, Client hereby represents and agrees that Client
<br />shall immediately provide Company notice of such development
<br />including the style of the case, the case number, and the identity of the
<br />court or arbitration proceeding. Notice shall be provided by Client in
<br />writing via email to legal@rimkus.com.
<br />(4 Client may instruct Company to cease work on any assignment.
<br />The instruction by Client to cease work must be in writing and sent
<br />via e-mail to legal@rimkus.com. Company may terminate any
<br />assignment under these Terms and Conditions at any time with o r
<br />without cause, including, but not limited to, the development of a
<br />material conflict of interest, judicially required participation in
<br />onerous discovery or other legal process outside the intended scope
<br />of the work, the failure of Client to pay amounts due Company in a
<br />timely manner, and Client restrictions that impede or impair
<br />Company's ability to comply with generally accepted professional
<br />practices or engineering rules and regulations. These Terms and
<br />Conditions shall survive any cessation of work and shall continue to
<br />govern the rights and duties of Company and Client.
<br />(5 Company’s work can involve areas or locales suffering from
<br />catastrophic weather events or man-made disasters. As such, an event
<br />of force majeure shall mean any unforeseeable circumstance due to any
<br />cause beyond the reasonable control of Company including, without
<br />limitation, hurricane, tornado, flood, fire, governmental act or regulation,
<br />act of God, embargo, war, strike, lockout, pandemic, labor interruption,
<br />shortage of labor, serious accident, breakdown or partial failure of
<br />machinery, shortage of materials and/or means of transport or energy
<br />that occurs after the acceptance of an assignment pursuant to these
<br />Terms and Conditions and prevents the performance of all or part
<br />thereof. The occurrence of an event of force majeure shall cause
<br />temporary suspension of Company’s obligations for a period equal to the
<br />period of the continuing force majeure or the consequences thereof,
<br />without any liability or compensation to Client.
<br />(6 Company files and reports are developed for our Client's use.
<br />Company will treat all information, conclusions, and results of our
<br />investigation as confidential. Company will release information to
<br />others only upon Client's specific instructions or court order. To the
<br />extent possible, Company will use reasonable efforts to notify Client of
<br />any ordered production. Client acknowledges that as a registered
<br />engineering firm, Company has certain obligations under the rules and
<br />regulations governing the practice of engineering. As such, without
<br />regard to the foregoing confidentiality provisions, Company reserves
<br />the right to make any and all notifications Company deems necessary
<br />to comply with professional responsibilities.
<br />(7 In order for Company to consistently maintain the quality of its
<br />services, Client agrees to promptly notify Company of any legal
<br />proceeding challenging the basis, opinion, or testimony of Company
<br />professional(s) assigned to Client’s project. The notice provided by
<br />Client following the assertion of any objection, motion, or other legal
<br />proceeding in the nature of a challenge to the admissibility or basis of
<br />the expert work of Company professional shall be in writing and
<br />include the style of the case, the case number, and court in which the
<br />challenge has been asserted as well as the nature of the challenge.
<br />Company reserves the right to take all steps necessary to respond to
<br />any challenge to the professional’s opinion or testimony, including
<br />interceding on the professional’s behalf with written motion and
<br />briefing, and Client agrees to cooperate with Company to facilitate
<br />Company’s response. Client further agrees to expeditiously provide
<br />Company and the Company professional assigned to Client’s project
<br />all information, facts, discovery materials and other records
<br />necessary for Company to perform its work in a timely and
<br />professional manner.
<br />CHARGES FOR SERVICES
<br />(8 All services are provided on a time-and-expense basis. Client may
<br />request an estimate of time or cost required for a project, but unless
<br />expressly agreed to in writing by Company to the contrary, estimates
<br />are for Client’s budgeting purposes only and are based upon the
<br />information provided to Company at the time of the estimate. No cost
<br />estimate shall be construed as a fixed-price quotation.
<br />(9 All time expended for the assignment will be billed, including but
<br />not limited to investigations, site visits, travel, Client meetings,
<br />calculations, review of standards and authorities, creation or review of
<br />specifications and drawings and documents, preparation of reports,
<br />technical reviews, preparation for testimony, testimony in deposition or
<br />trial, court waiting time and/or standby time.
<br />(10 Company will use its best efforts to minimize travel costs on
<br />domestic and international trips associated with project work. Subject
<br />to availability, on flights under five hours in duration, we will utilize
<br />economy class refundable airfare. For flights in excess of five hours,
<br />Company professionals will fly business class, if available, or first
<br />class, if not available.
<br />(11 Company will invoice Client for services provided and expenses
<br />incurred during each billing period. All services will be invoiced at tenths
<br />of an hour, with any excess rounded up. Invoices are due upon receipt.
<br />Interest on unpaid balances more than sixty days old will be charged at
<br />the rate of 6% per annum. To the extent Client disputes any portion of an
<br />invoice, all undisputed portions shall remain due and payable as set forth
<br />on the invoice. In the event Client disputes any invoice, or any portion
<br />thereof, Client shall make its dispute in writing to Company setting forth
<br />the disputed matter with such particularity as to provide Company with
<br />reasonable notice of the dispute. Client shall present any such dispute to
<br />Company within forty-five (45) days of Client’s receipt of the disputed
<br />invoice. Unless Client provides notice of an invoice dispute in the time
<br />frame provided herein (45 days of receipt of the disputed invoice) Client
<br />shall be deemed to have accepted the work, and released and waived
<br />any dispute or contest regarding the quality, reasonableness, and
<br />necessity of the work performed and the amounts charged on the
<br />invoice. Payment shall be made in U. S. dollars in Houston, Texas.
<br />Payments from foreign countries must be made by
<br />P a g e 1
<br />M E P
<br />DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD
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