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engagements will be deemed to have been completed even if we have not completed the services.You <br /> will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket <br /> expenditures through the date of termination. <br /> Payments may be made utilizing checks,Bill.com,your online banking platform,CLA's electronic <br /> payment platform,or any other client-initiated payment method approved by CLA.CLA's electronic <br /> online bill pay platform claconnect.com/billpay accepts credit card and Automated Clearing House <br /> (ACH)payments.Instructions for you to make direct bank to bank wire transfers or ACH payments <br /> will be provided upon request. <br /> 4. Other Fees <br /> You agree to compensate us for reasonable time and expenses,including time and expenses of outside <br /> legal counsel,we may incur in responding to a subpoena,a formal third-party request for records or <br /> information,or participating in a deposition or any other legal,regulatory,or other proceeding <br /> relating to services we provide pursuant to a SOW. <br /> 5. Finance charges and collection expenses <br /> You agree that if any statement is not paid within 3o days from its billing date,the unpaid balance <br /> shall accrue interest at the monthly rate of one and one-quarter percent(1.25%),which is an annual <br /> percentage rate of 15%.In the event that any collection action is required to collect unpaid balances <br /> due us,reasonable attorney fees and expenses shall be recoverable. <br /> 6. Dispute Resolution <br /> Any disagreement,controversy,or claim("Dispute")that may arise out of any aspect of our services or <br /> relationship with you shall be submitted to non-binding mediation by written notice("Mediation <br /> Notice")to the other party.In mediation,we will work with you to resolve any differences voluntarily <br /> with the aid of an impartial mediator. <br /> The mediation will be conducted as specified by the mediator and agreed upon by the parties(i.e.,you <br /> and CLA).The parties agree to discuss their differences in good faith and to attempt,with the <br /> assistance of the mediator,to reach an amicable resolution of the Dispute. <br /> Each party will bear its own costs in the mediation.The fees and expenses of the mediator will be <br /> shared equally by the parties. <br /> 7. Limitation of remedies <br /> These limitation of remedies provisions are not applicable for any audit or examination services <br /> provided to you. <br /> Our role is strictly limited to the services described in an SOW,and we offer no assurance as to the <br /> results or ultimate outcomes of any services or of any decisions that you may make based on our <br /> communications with you.You agree that it is appropriate to limit the liability of CIA,its partners, <br /> principals,directors,officers,employees,and agents(each a"CLA party"). <br /> You further agree that you will not hold CLA or any other CLA party liable for any claim,cost,or <br /> Page 2 of 7 <br />