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QUOTE: 2003418835130-01
<br /> � Fr DATE: 11/29/2018
<br /> PAGE: 3 of 3
<br /> Quote valid for 30 days unless otherwise noted.
<br /> Adddional Terms
<br /> The following terms and conditions shall govern this agreement unless a valid Master Services&Produd Agreement or other similar agreement("Master AgreemenY')between the parties
<br /> has been executed and is in force,in which case the terms of the Master Agreement shall prevail to the extent that they are inconsistent with the following terms and conditions.
<br /> 1. Purchase Orders,Invoicing,Payment and Acceptance. Any purchase order submitted by CLIENT in conneclion with this agreement shall be deemed subject to these Additional
<br /> Terms and this agreement.Unsigned,electronically submitted purchase orders shall be deemed to include CLIENT's electronic signature and shall be binding to the extent accepted by
<br /> Presidio.Presidio's performance of such purchase order shall not constitute Presidio's acceptance of new or different terms,including pre-printed terms on such order.In absence of a
<br /> purchase order,CLIENT agrees that its signature below grants Presidio the right to invoice CLIENT and authorizes payment to Presidio for the amounts owed.Further,CLIENT represents
<br /> that Presidio can rely on such CLIENT signature for payment.
<br /> Presidio shall invoice CLIENT for the Products and/or Services in accordance with the terms stated in the agreement. The price included herein reFlects a 3%discount for payment by cash,
<br /> check or wire transfer.This discount will not apply in the event that CLIENT pays using a credil card or debit card.
<br /> CLIENT shall make payment to Presidio within thirty(30)days from the date of invoice.Except for taxes due on Presidio's net income,CLIENT shall pay all taxes.Presidio reserves the
<br /> right to bill CLIENT for additional work requested by CLIENT and performed by Presidio,and for applicable expenses incurred by Presidio pursuant to providing such additional services,
<br /> which are not described in this agreement.
<br /> Unless otherwise indicated in this agreement,CLIENT agrees that staff augmentation services and services performed on a time and materials basis shall be deemed accepted as
<br /> performed.Unless othervvise indicated in this agreement,Projects shall be deemed accepted upon the earlier of Presidio's receipt a signed Project Completion and Acceptance document
<br /> which has been signed and dated by an authorized representative of CLIENT,or thirty(30)calendar days from the date of the delivery of the final Project deliverable.If acceptance is
<br /> refused,the Client shall provide,in writing to Presidio,its reasonable basis for refusal,prior to the expiration of the thirty(30)calendars day period. Presidio shall address the issue before
<br /> subsequent work is undertaken.
<br /> 2. Shipment of Product. All Products delivered to CLIENT hereunder shall be shipped FOB origin,freight collect Title and risk of loss shall pass to CLIENT at point of origin.Products
<br /> shall be deemed accepted upon delrvery.
<br /> 3. Limitations of Warranties. Presidio warrants that Services shall be provided by competent personnel in accordance with applicable professional standards.ALL PRODUCTS
<br /> PROVIDED BY PRESIDIO ARE PROVIDED"AS IS",WITH ALL FAULTS.PRESIDIO MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO
<br /> WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.ANY AND ALL ORIGINAL EQUIPMENT MANUFACTURER(OEM)WARRANTIES,
<br /> CERTIFICATIONS AND GUARANTEES,IF ANY,ARE PASSED THROUGH TO CLIENT.
<br /> 4. Intellectual Property. CLIENT acknowledges lhat Presidio,its vendors,and/or its licensors retain all patents and/or copyrights in and to all proprietary data,processes and programs,
<br /> H any,provided in connection with Sernces performed hereunder;any Presidio software provided to CLIENT as part of the Services provided shall be subject to the vendor's,licensor's or
<br /> OEM's copyright and licensing policy. To the extent such soflware is prepared by Presidio,it is provided by nontransferable,nonexclusive license for CLIENTS internal use only,subject
<br /> strictly to the terms and conditions of this Agreement,and shall terminate upon termination or expiration of this Agreement. CLIENT shall not duplicate,use or disclose for the benefit of
<br /> third parties,reverse engineer or decompile any such soflware.
<br /> 5. Confidential Information. The parties agree that Confidential Information means any iMormation disclosed by the disclosing party to the receiving party,either directly or indirectly,in
<br /> wr�ting,orally or by inspection of tangible objects(including without limitation documents,prototypes,samples,plant and equipment,"CLIENT'lists or other"CLIENT" information not
<br /> known to the public),which is designated as"Confidential,""Proprietary"or some similar designation,or is the type of information which should reasonably be recognized as Confidential or
<br /> Proprietary. The receiving party shall not use any Confidential Information of the disclosing party for any purpose except to evaluate and engage in discussions conceming this Proposal.
<br /> Each party agrees to protect the other party's Proprietary and Confidential Information to the same extent that it protects its own Proprietary and Confidential Information but with no less
<br /> than a reasonable degree of care.
<br /> 6. Limitation of Liability. IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIAL,EXEMPLARY,OR PUNITIVE
<br /> DAMAGES OF ANY KIND WHATSOEVER,ARISING IN CONTRACT,TORT OR OTHERWISE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.PRESIDIO'S ENTIRE
<br /> LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER,INCLUDING,BUT NOT LIMITED T0,NONPERFORMANCE OR
<br /> MISREPRESENTATION,AND REGARDLESS OF THE FORM OF ACTIONS,SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT
<br /> FOR SERVICES AND/OR PERFORMANCE HEREUNDER. Without limiting the foregoing,Presidio will have no responsibility for the adequacy or performance of(in)any third party
<br /> software provided to Presidio under this agreement;(ii)any hardware,and(iii)any services provided by any third party.
<br /> 7. Non-Solicitation Provision. During the term of this agreement and for twelve(12)months thereafter,CLIENT will not solicit for a permanent or other position any employee or
<br /> subcontractor of the other party to whom that party was introduced as a result of this agreement. Should CLIENT solicit and/or hire an employee or contractor from PRESIDIO,CLIENT
<br /> shall pay to PRESIDIO an administrative fee equal to 1 year's salary of the employee's new salary at CLIENT.
<br /> 8. Export Law Compliance. CLIENT has been advised that all Products purchased hereunder and Presidio Confidential Information is subject to the U.S.ExpoA Administration
<br /> Regulations.CLIENT agrees to comply with all applicable United States export conVol laws,and regulations,as from lime to time amended,including without limitation,the laws and
<br /> regulations administered by the United States Department of Commerce and the United States Department of State.
<br /> 9. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations hereunder where such performance is prevented or delayed by causes beyond
<br /> its reasonable control,including without limitation,flood,war,embargo,strike or other labor dispute,riot,acts of God or the intervention of any government authority.
<br /> 10. Choice of law and Venue. The parties will attempt to settle any claim or controversy ans�ng under this agreement through consultation and negotiation in good faith and a spirit of
<br /> mutual cooperation.This agreement and all matters relating thereto shall be governed exclusively by the substantive law of the State of Michigan. Any dispute relating directly or indirectly
<br /> to this agreement or any other contract or agreement between the parties which cannot be resolved through the process of consuHation and negotiation shall be brought in a court of
<br /> competent jurisdiction in Kent County,Michigan,that being the exclusive venue for any dispute between or any claims held by any of the parties to this agreement.
<br /> 11. Miscellaneous. This agreement constitutes the entire agreement of the parties and supersedes all prior written or oral agreements,representations and understandings relating to the
<br /> subject matter hereof,with the exception of a valid Master Services and Product Agreement between the paAies under the terms of which this agreeme�t shall be incorporated.This
<br /> agreement shall not be amended or modified except by written insVument signed by the parties.Should additional work beyond the scope of the Services detailed herein by Presidio be
<br /> requested by CLIENT,fees for such additional Services will be negotiated with CLIENT prior to performing such work and will be memorialized in writing between the Parties by utilizing a
<br /> Project Change Request form("PCR")or an additional agreement as appropriate.Presidio will invoice CLIENT for any additional work performed and expenses incurred which are not
<br /> described in this agreement.The Parties agree that neither may assign its rigMs or duties under this contract without the prior written consent of the other Party,which consent shall not be
<br /> unreasonably withheld.
<br /> 12. Severability. The provisions of this Agreement are severable.If any provision of this Agreement or its application to any person or circumstance is ever held by any court of
<br /> compelent jurisdiction to be invalid for any reason,the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall
<br /> not be affected.
<br /> Customer hereby authorizes and agrees to make timely payment for products delivered and services
<br /> rendered,including payments for partial shipments
<br /> Customer Signature Date
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