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“Quote”) delivered by XenTegra-GOV, LLC (“XenTegra”) to a customer (“Customer”). The offer and sale of the goods and services set forth in the <br />Quote is conditioned upon either XenTegra accepting in writing (including via email) a purchase orders ("Order") submitted by a Customer or <br />delivering the goods or services set forth in an Order submitted by Customer. <br />These Terms may in some instances conflict with the terms and conditions affixed to an Order or other procurement documents issued by <br />Customer or oral and written exchanges between the parties. In all such cases, except if included in a written acknowledgement (including via <br />email) by XenTegra, these Terms herein shall govern and prevail. None of Customer’s conditions of purchase shall apply. <br />These Terms and any Quote made by XenTegra constitute the entire contract between the parties hereto with respect to price, work, material, <br />goods, and services specified herein. Verbal instructions or agreements relative to, or altering these Terms or any Quote in any way, will not be <br />recognized, and no changes shall be made except to the extent approved in writing (including via email) by XenTegra. <br />Payment Terms: Payment terms are net thirty (30) days from invoice date unless custom net terms are provided by XenTegra in a Quote. <br />Customer agrees to pay on time, unless prior arrangement has been made in writing with XenTegra. XenTegra may suspend or terminate future <br />obligations or services until payment has been made on prior invoices. Overdue accounts are subject to interest and service charges of 1.5% per <br />month plus collection fees. All charges and fees to be paid by Customer are exclusive of any applicable sales, use, excise or services taxes. All <br />discrepancies regarding pricing shown on invoices shall be brought to XenTegra’s attention within fifteen (15) days of invoice date. Invoice <br />amount shown shall be accepted and paid in full by Customer if not disputed within fifteen (15) days. Discrepancies arising after fifteen (15) days <br />of invoice date shall not affect past invoices. All payments which are returned or dishonored will be subject to a $40 fee. In the event Customer <br />terminates its relationship with XenTegra for any or no reason prior to the agreed upon term set forth in the Quote, the Customer shall promptly <br />pay to XenTegra an amount equal to (a) any unpaid fees attributable to the period up to and including the date of termination, and (b) the <br />aggregate of the fees that would have been payable from the date of termination until the date that XenTegra was no longer obligated to <br />perform the services or provide the goods were it not for such termination. The amount due to XenTegra shall be paid by Customer within ten <br />(10) days after the date of termination. Customer agrees to reimburse XenTegra for any expenses XenTegra may incur, including reasonable <br />attorneys’ fees, associated with collecting amounts owed hereunder. <br />Warranty and Limitation: EXCEPT AS PROVIDED HEREIN, XENTEGRA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED. XENTEGRA <br />EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR <br />PURPOSE AND EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE GOODS SOLD OR THE PERFORMANCE OF ANY SERVICES. XENTEGRA SHALL <br />NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR FOR LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM <br />THE GOODS SOLD OR SERVICES PROVIDED BY XENTEGRA. IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF <br />XENTEGRA FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR <br />OTHERWISE) SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO XENTEGRA IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY <br />PRIOR TO THE DAMAGES ARISING. <br />Additional Terms and Conditions for Consulting Hours (if applicable): Hours in the Quote will be invoiced as they are consumed and are billed on a <br />bi-weekly basis. Any unused hours will remain available at the same rate listed on the Quote for a period of twelve (12) months from the date of <br />an Order. Any unused hours at the end of the stated period will be cancelled and a new Quote can be provided based on then current rates. <br />Professional services provided outside of normal business hours will be charged at one and a half times (1.5x) the normal rate for any after-hours <br />work. Normal business hours are between 8:00 AM Eastern Time and 6:00 PM Eastern Time. <br />Consulting Services Cancellation Policy (if applicable): XenTegra will assign consulting resources based on a mutually agreed timeline. Since <br />XenTegra will commit consulting resources based on the established schedule (reserving consultants from other projects), XenTegra requires at <br />least three (3) business days' prior notice for any unplanned changes or cancellations to the schedule. XenTegra reserves the right to bill for 4 <br />hours (1/2 day) at the established hourly rate upon failure to provide the required notice for a cancellation or reschedule. <br />Travel Expenses: If applicable, any travel expenses will be submitted to Customer for reimbursement (including copies of receipts) using standard <br />IRS guidelines for expenses. XenTegra will endeavor to select reasonably priced airlines, hotels, meals, and other expenses. <br />Miscellaneous: Customer warrants that the information Customer provides to XenTegra is accurate and complete and that Customer is <br />authorized to accept the Quote and these Terms. If a counter-signed Sale and Licensing Agreement is in place between the XenTegra and <br />Page 2 <br />DocuSign Envelope ID: 379B4E34-BE95-4E46-BA30-2ED4C4E1AE98