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<br /> CONCENTRIC
<br /> I N T E G R AT I O N
<br /> STANDARD TERMS AND CONDITIONS v10.1
<br /> THESE STANDARD TERMS AND CONDITIONS APPLY TO ALL PRODUCTS AND SERVICES WHICH MAY BE PROVIDED BY CONCENTRIC
<br /> INTEGRATION, LLC ("CONSULTANT"). A WRITTEN PROPOSAL, SUPPORT SERVICES AGREEMENT, WORK ORDER, OR OTHER
<br /> DOCUMENT THAT REFERENCES THESE STANDARD TERMS AND CONDITIONS IS REFERRED TO AS A "SIGNED ACCEPTANCE
<br /> DOCUMENT." BY EXECUTING ANY SIGNED ACCEPTANCE DOCUMENT, YOU AGREE TO BE BOUND BY THESE STANDARD TERMS
<br /> AND CONDITIONS. THE SIGNED ACCEPTANCE DOCUMENT AND THESE STANDARD TERMS AND CONDITIONS COLLECTIVELY
<br /> CONSTITUTE THE "AGREEMENT".
<br /> 1. Definitions.
<br /> "Affiliate"of a Person means any other Person that directly or indirectly,through one or more intermediaries,controls,
<br /> is controlled by, or is under common control with, such Person.The term "control" (including the terms"controlled by" and
<br /> "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of
<br /> the management and policies of a Person through the ownership of voting securities, by contract or otherwise/ownership
<br /> of more than fifty percent(50%) of the voting securities of a Person.
<br /> "Business Day" means a day other than a Saturday, Sunday, or other day on which federal banks are authorized or
<br /> required by Law to be closed for business.
<br /> "Core System" means the information technology, system, and infrastructure, including computers, software,
<br /> hardware,databases,electronic systems,and networks on or with which the System is intended to be built and operate,as
<br /> set forth in the Signed Acceptance Document.
<br /> "Customer" means the customer as identified on the Signed Acceptance Document.
<br /> "Customer Materials" means the specific documents and materials, including specifications, software, hardware,
<br /> systems, and technologies,that are provided or made available to Consultant or any of its Subcontractors by or on behalf
<br /> of Customer in connection with this Agreement.
<br /> "Deliverables" means the System, including any and all Consultant Software, Consultant Hardware, Specifications,
<br /> Documentation, Third-Party Materials, and other subject matter that Consultant (a) actually provides to Customer in
<br /> connection with this Agreement or(b) is required to provide to Customer under this Agreement as identified in the Signed
<br /> Acceptance Document.
<br /> "Designated Site(s)" means the Customer facility or facilities identified in the Signed Acceptance Document.
<br /> "Documentation" means any and all user manuals,operating manuals,and instructions,specifications,together with
<br /> other documents and materials that may be specifically identified in the Signed Acceptance Document that Consultant
<br /> provides or makes available to Customer in any medium and which describe the operation, use, support, or maintenance
<br /> of the System.
<br /> "Effective Date" means the date on which Customer executes the Signed Acceptance Document.
<br /> "Consultant Hardware" means any computer or other equipment or device that is proprietary to Consultant and
<br /> provided to Customer hereunder.
<br /> "Consultant Materials" means the Signed Acceptance Document,the Consultant Hardware,and all other Deliverables
<br /> other than Third-Party Materials, and any and all information, code, custom developed applications, data, documents,
<br /> drawings, materials, inventions, technologies, ideas, concepts, processes, methodologies, know-how, works, and other
<br /> subject matter, including all software, hardware, systems, methods, processes, and devices, and all specifications,
<br /> descriptions, requirements, plans, and reports,that Consultant or any of its Subcontractors conceives, discovers, designs,
<br /> develops, reduces to practice, prepares, makes, modifies, improves or, other than Customer Materials and Third-Party
<br /> Materials, uses, exclusively or nonexclusively in connection with the Services or this Agreement.
<br /> "Consultant Personnel" means all individuals involved in the performance of Services as employees or independent
<br /> contractors of Consultant or any Subcontractor.
<br /> Concentric Integration,LLC I Standard Terms and Conditions v10.1
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