C. PAYMENT TERMS AND CONDITIONS: C.1. Maximum Liability. In no event shall the maximum liability of the Institution under this Contract exceed [WRITTEN DOLLAR AMOUNT] [$NUMBER AMOUNT]. The Service Rates in Attachment B include, but are not limited to, all applicable taxes, fees, overheads, and all other direct and indirect costs incurred or to be incurred by the Contractor. The maximum liability represents available funds for payment to the Contractor and does not guarantee payment of any such funds to the Contractor under this Contract unless the Institution requests work and the Contractor performs the work in accordance with the Contract requirements. C.2. Compensation Firm. The Service Rates and the Maximum Liability of the Institution under this Contract are firm for the duration of the Contract and are not subject to escalation for any reason unless this Contract is amended. C.3. Payment Method. The Contractor agrees that TBR shall issue payment for all goods and/or services under this Agreement via ACH Payment and Contractor agrees that no payment shall be made prior to the completion of the Substitute W-9/ACH Authorization Form. C.4. Payment Methodology. The Contractor shall be compensated based on the Service Rates in Attachment for units of service authorized by the Institution in a total amount not to exceed the Contract Maximum Liability established in Section C.1. The Contractor's compensation sha ll be contingent upon the satisfactory completion of units of service or project milestones identified in Attachment B. The Contractor shall submit invoices, in form and substance acceptable to the Institution with all of the necessary supporting documentation, prior to any payment. Such invoices shall be submitted for completed units of service or project milestones for the amount stipulated. C.5. Compensation Firm. The Service Rates and the Maximum Liability of the Institution under this Contract are firm for the duration of the Contract and are not subject to escalation for any reason unless this Contract is amended. C.6. Payment Method. The Contractor agrees that TBR shall issue payment for all goods and/or services under this Agreement via ACH Payment and Contractor agrees that no payment shall be made prior to the completion of the Substitute W-9/ACH Authorization Form. C.7. Payment Methodology. The Contractor shall be compensated based on the Service Rates in Attachment for units of service authorized by the Institution in a total amount not to exceed the Contract Maximum Liability established in Section C.1. The Contractor's compensation sha ll be contingent upon the satisfactory completion of units of service or project milestones identified in Attachment B. The Contractor shall submit invoices, in form and substance acceptable to the Institution with all of the necessary supporting documentation, prior to any payment. Such invoices shall be submitted for completed units of service or project milestones for the amount stipulated.

C.8. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel, meals, or lodging. C.9. Payment of Invoice. The payment of an invoice by the Institution shall not prejudice the Institution's right to object to or question any invoice or matter in relation thereto. Such payment by the Institution shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any of the amounts invoiced therein. C10. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment theretofore made which are determined by the Institution, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute proper remuneration for compensable goods and/or services.