2024-536-E-IT Dept-XenTegra-GOV-support and maintenance for Citrix virtual apps and desktops

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Terms and Conditions The terms and conditions of sale contained herein (the “Terms”) shall apply to all quotations, statement of work or similar document (each a “Quote”) delivered by XenTegra-GOV, LLC (“XenTegra”) to a customer (“Customer”). The offer and sale of the goods and services set forth in the Quote is conditioned upon either XenTegra accepting in writing (including via email) a purchase orders ("Order") submitted by a Customer or delivering the goods or services set forth in an Order submitted by Customer. These Terms may in some instances conflict with the terms and conditions affixed to an Order or other procurement documents issued by Customer or oral and written exchanges between the parties. In all such cases, except if included in a written acknowledgement (including via email) by XenTegra, these Terms herein shall govern and prevail. None of Customer’s conditions of purchase shall apply. These Terms and any Quote made by XenTegra constitute the entire contract between the parties hereto with respect to price, work, material, goods, and services specified herein. Verbal instructions or agreements relative to, or altering these Terms or any Quote in any way, will not be recognized, and no changes shall be made except to the extent approved in writing (including via email) by XenTegra. Payment Terms: Payment terms are net thirty (30) days from invoice date unless custom net terms are provided by XenTegra in a Quote. Customer agrees to pay on time, unless prior arrangement has been made in writing with XenTegra. XenTegra may suspend or terminate future obligations or services until payment has been made on prior invoices. Overdue accounts are subject to interest and service charges of 1.5% per 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 discrepancies regarding pricing shown on invoices shall be brought to XenTegra’s attention within fifteen (15) days of invoice date. Invoice amount shown shall be accepted and paid in full by Customer if not disputed within fifteen (15) days. Discrepancies arising after fifteen (15) days 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 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 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 aggregate of the fees that would have been payable from the date of termination until the date that XenTegra was no longer obligated to 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 (10) days after the date of termination. Customer agrees to reimburse XenTegra for any expenses XenTegra may incur, including reasonable attorneys’ fees, associated with collecting amounts owed hereunder. Warranty and Limitation: EXCEPT AS PROVIDED HEREIN, XENTEGRA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED. XENTEGRA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE GOODS SOLD OR THE PERFORMANCE OF ANY SERVICES. XENTEGRA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR FOR LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE GOODS SOLD OR SERVICES PROVIDED BY XENTEGRA. IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF XENTEGRA FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO XENTEGRA IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING. 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 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 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. 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 work. Normal business hours are between 8:00 AM Eastern Time and 6:00 PM Eastern Time. Consulting Services Cancellation Policy (if applicable): XenTegra will assign consulting resources based on a mutually agreed timeline. Since XenTegra will commit consulting resources based on the established schedule (reserving consultants from other projects), XenTegra requires at least three (3) business days' prior notice for any unplanned changes or cancellations to the schedule. XenTegra reserves the right to bill for 4 hours (1/2 day) at the established hourly rate upon failure to provide the required notice for a cancellation or reschedule. Travel Expenses: If applicable, any travel expenses will be submitted to Customer for reimbursement (including copies of receipts) using standard IRS guidelines for expenses. XenTegra will endeavor to select reasonably priced airlines, hotels, meals, and other expenses. Miscellaneous: Customer warrants that the information Customer provides to XenTegra is accurate and complete and that Customer is authorized to accept the Quote and these Terms. If a counter-signed Sale and Licensing Agreement is in place between the XenTegra and Customer, the terms of the Sale and Licensing Agreement will control. XenTegra may discontinue, suspend or modify its services, any feature included in its services, or the availability of its services at any time and without notice to Customer. Customer shall have no intellectual property rights in XenTegra’s services or property or XenTegra’s trademarks and brand features or in the material and images contained on XenTegra’s websites. This writing and the Quote constitute the full, complete and final statement of XenTegra’s obligations. All prior oral and written correspondence regarding the services or goods offered by XenTegra are merged in this writing and extinguished by it. XenTegra’s failure at any time to enforce any of the terms and conditions stated herein shall not constitute a waiver of any of the provisions herein. XenTegra’s headquarters is in North Carolina, and consequently these Terms and the Quote shall be governed by and construed in accordance with the laws of the State of North Carolina. You shall not assign these Terms or the Quote. Further if any portion of these Terms or the Quote shall be invalid it shall not have the effect of invalidating any other portion of these Terms or the Quote. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE QUOTE, OR A BREACH HEREOF, SHALL BE SETTLED BY ARBITRATION ACCORDING TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION TO BE HEARD BY ONE ARBITRATOR IN MECKLENBURG COUNTY, NORTH CAROLINA. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction thereof. Revisions XenTegra may revise the amount of the set forth in the Quote in the event the scope of work or requested changes. XenTegra may revise and update these Terms from time to time in our sole discretion. Page 2 Docusign Envelope ID: 97729548-8102-48DB-A94A-D8DB0A50B926