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wire transfer in U.S. dollars as directed by Company. Without prejudice
<br />to any other available remedy, Company may withhold delivery of
<br />reports or data, either written or oral, and may suspend the
<br />performance of any further service obligations to Client pending the
<br />payment of all invoices.
<br />(12 Company personnel are not required to appear for depositions,
<br />trials, or hearings pertaining to an assignment unless all previous
<br />billings on this assignment have been fully paid. Company, at its sole
<br />discretion, may require Client to advance payments for the estimated
<br />time charges and expenses in connection with requested work,
<br />including appearances at hearings or providing testimony at
<br />deposition or trial.
<br />(13 In any project, claim, cause of action, investigation, inquiry, or
<br />other circumstance (specifically including requests by governmental
<br />agencies or representatives) wherein Company is requested, required,
<br />cited, subpoenaed, ordered or compelled to appear, testify, submit to
<br />questions, provide deposition testimony, produce documents or
<br />records (including electronic media) or in any other way respond
<br />regarding or arising out of work performed by Company for Client,
<br />Client shall compensate Company for all time spent and expenses
<br />incurred, including time spent in preparation and reasonable attorneys’
<br />fees and expenses, in connection with Company’s response. To the
<br />extent possible, Company will give notice to Client of the requested
<br />action; however, failure of Company to give notice or failure of Client to
<br />respond will not obviate Client’s obligation to compensate Company in
<br />conformity with the foregoing.
<br />EXECUTION AND SCOPE OF WORK
<br />(14 Client assumes full and complete responsibility for all uses of
<br />the work, Company’s report(s), the items stored by Company at the
<br />request of Client, and all recommendations developed under the
<br />assignment. Unless Client requests in writing a specific Company
<br />professional to perform the work requested by Client, Company, at
<br />Company's sole discretion, shall assign the professional(s) who will
<br />perform Company's work.
<br />(15 Company will perform its work in accordance with generally
<br />accepted professional practices and consistent with the professional
<br />skill and care ordinarily provided by professionals practicing in the
<br />same or similar locality under the same or similar circumstances.
<br />Except for the foregoing express warranty Company hereby
<br />disclaims all warranties, whether express, implied, statutory or
<br />other. Company makes no warranties, express or implied,
<br />regarding the outcome of any investigation. Company makes no
<br />guarantees or warranties and assumes no obligations except
<br />those expressly stated herein.
<br />(16 Company shall retain all rights, title, and interest in and to its
<br />proprietary information (along with any modifications or improvements
<br />to such information), including, but not limited to Company’s know-
<br />how, methodologies, techniques, processes, tools, test fixtures,
<br />technologies, trade secrets, software, data, databases, algorithms,
<br />source code, computational engines, logic formulas, non- interface
<br />worksheets, macros, and other materials used by Company in
<br />connection with providing its services. Company’s policy is to maintain
<br />a complete written file on each assignment for a period of three years
<br />from the last professional services performed on the assignment.
<br />Thereafter, the complete written file will be maintained only on written
<br />instructions to do so from Client and payment of applicable storage
<br />fees.
<br />(17 When requested, Company will take possession of items that may
<br />be associated with or incidental to Company’s investigation and report.
<br />Client agrees to pay all handling and storage fees as set forth herein for
<br />all items stored by Company. Client represents that any items stored by
<br />Company at the request of Client are the property of Client and Client
<br />has all right and title to such items. For all requests by Client to Company
<br />to dispose of stored items, Client represents and warrants that it has all
<br />necessary authority and permission to order such disposal, including
<br />approval from any and all entities or individuals that claim any right to, or
<br />interest in, the items. Any and all expenses, fees, costs, penalties, legal
<br />fees or other charges of any kind claimed against or incurred by
<br />Company as a result of Client's request that Company store items shall
<br />be paid by Client, or reimbursed by Client to Company.
<br />
<br />LIMITATION OF LIABILITY
<br />(18 THE TOTAL LIABILITY OF COMPANY AND ITS DIRECTORS,
<br />OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARENT
<br />COMPANIES, SUBSIDIARIES, AFFILIATES, CONTRACTORS, AND
<br />SUBCONTRACTORS, FOR ANY CONDUCT OR SERVICES RELATED
<br />TO OR ARISING UNDER THE AGREEMENT, WHETHER IN TORT OR
<br />CONTRACT, SHALL BE LIMITED TO ACTUAL DAMAGES
<br />SUSTAINED BY CLIENT AND SHALL NOT EXCEED THE TOTAL
<br />AMOUNT OF PAYMENTS CLIENT MADE TO COMPANY ON THE
<br />ASSIGNMENT, AND SUCH AMOUNT SHALL BE THE SOLE,
<br />COMPLETE, AND EXCLUSIVE REMEDY OF CLIENT. IN NO EVENT
<br />SHALL COMPANY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS,
<br />EMPLOYEES, AGENTS, PARENT COMPANIES, SUBSIDIARIES,
<br />AFFILIATES, CONTRACTORS, OR SUBCONTRACTORS BE LIABLE
<br />FOR ANY OTHER DAMAGES, EXPENSES, OR COSTS, INCLUDING
<br />DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
<br />LOSS OF USE, LOSS OF PROFIT, LOSS OF INVESTMENT
<br />DAMAGES, COSTS OF SUIT, OR ATTORNEYS' FEES.
<br />(19 COMPANY SHALL HAVE THE RIGHT TO OFFSET ANY
<br />DAMAGES CLAIMED BY CLIENT BY THE AMOUNT OF ANY
<br />OUTSTANDING INVOICES OWED BY CLIENT TO COMPANY. TO
<br />THE FULLEST EXTENT ALLOWABLE BY LAW, THE CLIENT
<br />WAIVES ANY RIGHT OF CONTRIBUTION AGAINST COMPANY.
<br />ENTIRE AGREEMENT
<br />(20 The Terms and Conditions and the Confirmation of Assignment
<br />Letter shall form the entire agreement between Company and Client
<br />related to the subject assignment and supersedes all prior agreements
<br />and understandings, oral or written, between the parties concerning the
<br />subject assignment. No oral representations of any officer, agent, or
<br />employee of Company or Client, either before or after acceptance of
<br />this agreement, shall affect or modify any obligation of either party
<br />hereunder. Client agrees that it has not relied on or been induced to
<br />enter into this agreement by any representations, statements, or
<br />warranties of Company or any officer, agent, or employee of Company,
<br />other than those expressly stated herein. Unless specifically agreed to
<br />in writing and signed by an authorized representative of Company, any
<br />additional or different terms proposed by Client in any purchase order,
<br />request for quotation, acknowledgement, or other document are hereby
<br />deemed to be material alterations, and notice of objection to them is
<br />hereby given. The parties intend to avoid a battle of pre-printed forms
<br />with the use of this Agreement as the controlling Agreement, to the
<br />exclusion of all others. Company’s contractual engagement with Client
<br />is expressly made conditional on Client’s assent to the terms and
<br />conditions contained in this Agreement.
<br />(21 Any dispute or other proceeding arising out of or relating to these
<br />Terms and Conditions or their subject matter or formation (including
<br />non-contractual disputes or claims) shall be exclusively adjudicated by a
<br />North Carolina state court of competent jurisdiction in Orange County,
<br />North Carolina, and the parties hereby irrevocably consent and submit
<br />to the personal jurisdiction of the State of North Carolina and waive all
<br />objections and defenses to personal jurisdiction in said courts and
<br />venue in Orange County, North Carolina. These Terms and Conditions
<br />are governed by the laws of the State of North Carolina, and all claims
<br />relating to or arising out of this Contract, whether sounding in contract,
<br />tort, or otherwise, shall be governed by the laws of the State of North
<br />Carolina. The laws of the State of North Carolina shall apply without
<br />giving effect to any choice or conflict of law provision or rule (whether of
<br />the State of North Carolina or any other jurisdiction). In any suit
<br />between Client and Company arising from or related to the subject
<br />assignment wherein Company is the prevailing party, Company shall be
<br />entitled to recover its reasonable attorneys’ fees, expenses, and costs
<br />from Client.
<br />P a g e 2
<br />M E P
<br />DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD
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