MASTER SOFTWARE LICENSE AND
		SERVICES AGREEMENT
	 

	 
		This MASTER SOFTWARE LICENSE
		AND SERVICES AGREEMENT (“Agreement”, further defined below) is made and entered into as of
		the Effective Date set forth below, by and between Amgen Inc. and its
		subsidiaries (“Company”, further defined below) and STARLIMS
		Corporation (“Provider”, further defined below).
	 

	 
		RECITALS
	 

	 
		WHEREAS, Company is engaged in
		the business of the research, development and commercialization of human
		therapeutics; and
	 

	 
		WHEREAS, Provider is willing to
		grant certain software licenses and furnish certain services to Company as
		further described herein; and
	 

	 
		NOW, THEREFORE, in
		consideration of the mutual promises, covenants, conditions and provisions
		contained in or referenced by this Agreement, the parties hereto have reviewed
		and accepted all referenced material and any appendices, exhibits or other
		attachments and agree to be bound by the terms and conditions set forth in this
		Agreement as follows:
	 

	 
			
				
				  1.
				

			 	
				
				  DEFINITIONS
				

			 

 

	 
		The following defined terms are
		used in this Agreement and shall have the meanings set forth below. Any terms
		defined elsewhere in this Agreement shall be given equal weight and importance
		as though set forth in this Article.
	 

	 
		Acceptance
		Tests. “Acceptance Tests”
		shall mean the set of
		tests required by Company to determine whether the Software meets the
		requirements set forth in the Agreement.
	 

	 
		Affiliate. “Affiliate” shall mean any firm, corporation or other entity,
		however organized, that, directly or indirectly, controls, is controlled by or
		is under common control with an entity. For purposes of this definition,
		“control” shall be defined as ownership of a majority of the voting
		power or other equity interests of the entity under consideration.
	 

	 
		Agreement. “Agreement” shall mean this agreement, including the appendices,
		exhibits and attachments hereto, and any Orders, Change Orders and
		Modifications issued hereunder.
	 

	 
		Appendix. “Appendix” shall mean the appendices attached hereto
		and incorporated herein by reference, including: (i) the Insurance Appendix;
		(ii) the Example Order Appendix; and (iii) the Pricing Schedule
		Appendix.
	 

	 
		Applicable
		Law. “Applicable Law” shall mean (i) any country, federal, state,
		provincial, commonwealth, cantonal or local government law, statute, rule,
		requirement, code, regulation, permit, ordinance, authorization or similar such
		governmental requirement and interpretation and guidance documents of the same
		by a Governmental Authority as applicable to Provider or this Agreement; and
		(ii) any of Company’s compliance, safety and security rules, programs and
		policies as applicable to Provider or this Agreement, and as brought to the
		attention of the Provider in a reasonably timely manner.
	 

	 
		Authorized
		User. “Authorized User” shall mean (i) any employee, temporary
		employee or on-site contractor retained by Company or Company’s Affiliate;
		(ii) any person employed as an auditor or examiner by a public accounting firm
		or by Governmental Authority who has the legal right or obligation to gather or
		review information or data or any kind produced by or belonging to Company; and
		(iii) any
	 

	 
		 
	 

	 
		 
	 

	 
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		person or entity retained by
		Company to pursue Company’s business endeavors who is bound by a
		confidential non-disclosure agreement with Company.
	 

	 
		Company. “Company” shall mean Amgen Inc. and its subsidiaries for purposes
		of this Agreement.
	 

	 
		Compensation. “Compensation” shall mean all consideration that may be received by
		Provider for performance of its obligations hereunder, including the Contract
		Price and Reimbursable Expenses, if any.
	 

	 
		Confidential
		Information.
		“Confidential
		Information” shall
		mean all information, unless specifically identified by Company as
		non-confidential, regardless of how communicated or stored concerning Company,
		including without limitation confidential or proprietary information, trade
		secrets, data, drafts, documents, communications, plans, know-how, negative
		know-how, formulas, improvements, designs, estimates, calculations, test
		results, specimens, schematics, drawings, tracings, studies, specifications,
		surveys, facilities, photographs, documentation, software, equipment,
		processes, programs, reports, orders, maps, models, agreements, ideas, methods,
		discoveries, inventions, patents, concepts, research, development, and business
		and financial information.
	 

	 
		Contract
		Price. “Contract Price” shall mean the dollar amount specified in
		an Order, which shall be subject to one or more pricing structures as set forth
		in such Order.
	 

	 
		Deliverable. “Deliverable” shall mean all tangible and intangible property,
		including any intangible equivalent in unwritten or oral form, provided or to
		be provided by Provider or Provider’s Representatives in performance of
		its obligations hereunder, whether explicitly required by Company or reasonably
		inferable from the nature of such obligations.
	 

	 
		Drawings. “Drawings” shall mean
		any graphic and pictorial portions, wherever located and whenever issued, of
		the Project showing the design, location or dimensions of the Project,
		including without limitation plans, elevations, sections, details, schedules
		and diagrams.
	 

	 
		Effective
		Date. “Effective Date” shall mean December 6, 2005.
	 

	 
		Governmental
		Authority.“Governmental Authority”
		shall mean any and all
		governmental and regulatory authorities having jurisdiction over the Agreement
		and any Project associated therewith.
	 

	 
		Implied
		Services. “Implied Services”
		shall mean any services,
		functions, tasks or responsibilities not specifically described in the
		Agreement but which are necessary or required for the proper function or
		provision of the Services or other obligations of Provider consistent with the
		purposes hereunder.
	 

	 
		Key
		Personnel. “Key Personnel” shall mean those personnel, approved of in
		advance and in writing by Company, who shall be instrumental in Provider’s
		performance of certain of its obligations hereunder.
	 

	 
		Modification. “Modification” shall mean a duly executed (i) written amendment to the
		Agreement or any Order; (ii) Change Order; or (iii) written order for a minor
		change not requiring a Change Order pursuant to this Agreement.
	 

	 
		Order. “Order” shall mean a document executed by Company with content
		similar to the document attached hereto as Example Order Appendix.
	 

	 
		Party.“Party” shall mean either Company or Provider. “Parties” shall mean both Company and
		Provider.
	 

	 
		Project. “Project” shall mean Company’s overall objectives of which
		Provider’s performance hereunder is a part.
	 

	 
		 
	 

	 
		 
	 

	 
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		Provider. “Provider” shall mean STARLIMS Corporation,
		a Florida corporation, having a business address at 4000
		Hollywood Blvd., Hollywood, Fla. 33021 U.S.A.
	 

	 
		Reimbursable
		Expenses. “Reimbursable Expenses”
		shall mean those actual
		and necessary costs, all without any increase, mark-up, burden, or uplift, that
		(i) Company may pay Provider in accordance with the terms hereunder; and (ii)
		Provider reasonably and properly incurs in performing its obligations
		hereunder.
	 

	 
		Representatives. “Representatives” shall mean, with respect to a Party, such
		Party’s directors, officers, employees, agents and any other persons or
		entities (excluding the other Party) who contribute to the performance of such
		Party’s obligations under this Agreement. For purposes hereunder,
		Provider’s Representatives shall include any and all Subcontractors and
		such Subcontractors’ directors, officers, employees and agents.
	 

	 
		Schedule. “Schedule” shall mean all timing, including without
		limitation due dates, milestones and deadlines, associated with performance of
		Provider’s obligations under this Agreement, including without limitation
		all commitments and requirements regarding the commencement, prosecution and
		completion of such obligations.
	 

	 
		Services. “Services” shall mean (i) all services, tasks,
		functions and other responsibilities and activities as set forth in this
		Agreement to be performed in accordance herewith by Provider, Provider’s
		Representatives, if any, including without limitation the provision of
		Deliverables, creation of Work Product; and (ii) all Implied Services.
	 

	 
		Software. “Software” shall mean the software programs provided
		hereunder, including without limitation the firmware, object code and media, in
		machine readable and printed form, and any improvement, addition, modification
		or new version thereof. Software is a Deliverable. Software shall not include
		the source code underlying the software programs provided hereunder, which
		subject is governed by the terms of a separate escrow agreement.
	 

	 
		Specifications. “Specifications” shall mean that portion of the Project consisting of the
		written requirements for materials, equipment, systems, standards and
		workmanship, wherever located and whenever issued, for the Project.
	 

	 
		Standard of
		Care. “Standard of Care” shall mean (i) meeting the highest
		professional standard of diligence, care, timeliness, trust, dependability,
		safety, efficiency, economy and skill exercised by members of Provider’s
		profession in the United States with expertise in providing comparable
		multinational pharmaceutical companies with first class services or goods
		substantially similar in size, scope, cost and complexity to those to be
		provided hereunder; (ii) exercising such professional standard by appropriate
		action or inaction during the Term; and (iii) complying with all Applicable
		Laws.
	 

	 
		Subcontractor. “Subcontractor” shall mean a person or entity, other than a wholly-owned
		subsidiary of Provider, that has been retained to perform all or a portion of
		Provider’s obligations hereunder.
	 

	 
		Term. “Term” shall mean the period of time during which this
		Agreement is in effect in accordance herewith.
	 

	 
		Work Product. “Work Product” shall mean all tangible material, or its intangible
		equivalent in unwritten or oral form, created directly or indirectly in
		connection with or arising out of the Services and any of Provider’s
		obligations hereunder, including without limitation all patent, copyright,
		trademark, trade secret and other proprietary rights. Work Product shall
		include without limitation all of the following, whether finished or
		unfinished: drafts, documents, writings, communications, plans, data,
		estimates, calculations, test results, specimens, schematics, drawings,
		tracings, studies, specifications, surveys, photographs, software programs,
		programs, reports, orders, maps, models, agreements and all derivative works
		thereof, ideas, concepts, discoveries, inventions, patents, know-how, negative
		know-how and
	 

	 
		 
	 

	 
		 
	 

	 
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		improvements. All Work Product
		shall be a Deliverable hereunder. Notwithstanding the above, Work Product shall
		not mean, and shall exclude, the Software.
	 

	 
			
				
				  2.
				

			 	
				
				  LICENSED
				  SOFTWARE
				

			 

 

	 
		2.1 Engagement. Company shall obtain such license to Software from
		Provider as listed in the Software Description Appendix attached hereto. The
		supply of such Software shall be governed by, and Provider agrees to grant to
		Company licenses to use such Software in accordance with, the terms and
		conditions of this Agreement and an applicable Order.
	 

	 
		2.2 Grant of Licenses. Provider hereby grants to Company, with
		respect to Software obtained hereunder by Company, a worldwide, non-exclusive,
		nontransferable (with the express exception as set forth hereunder), perpetual
		license (each such license being referred to herein as a “License”) to
		do the following:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  To use such Software
				  for Company’s business purposes, without limitation on the number, size,
				  or type of servers, workstations, barcodes printers, or instruments interfaced,
				  but limited to such number of concurrent users and such designated locations as
				  specified in Software Description Appendix(es) attached hereto.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  To make copies of such
				  Software for backup, archival, and disaster recovery purposes and use such
				  copies for those purposes. To the extent Provider’s proprietary or
				  copyright notice has been provided to Company by Provider in writing, Company
				  shall reproduce and include such notice on such copies of the Software. If such
				  proprietary notice appears in machine-readable form, Company shall make
				  reasonable efforts to reproduce such notice in such form.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  To merge or interface
				  any machine readable form of the Software licensed hereunder with any other
				  software to form an enhanced, improved, updated or otherwise modified software
				  program (each such modified software program, a “Company Enhancement”). Provider shall have no rights to any Company
				  Enhancement, including without limitation the rights to use or receive any such
				  Company Enhancement. However, all Software included in any such Company
				  Enhancement shall remain subject to the terms and conditions hereof.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  To use and modify the
				  Software to generate, develop or compose software programs which do not include
				  or contain any part of the Software licensed hereunder (each, a “Generated
				  Program”),
				  and to use, copy, modify,
				  perform, transmit, access, sell, license, distribute and otherwise exploit such
				  Generated Programs and to license others to do any of the foregoing. Company
				  shall own all such Generated Programs and shall have no liability or obligation
				  to Provider relative to the composition, use, sale or other disposition of such
				  Generated Programs.
				

			 

 

	 
		2.3 Transfer of Licenses. Each License granted hereunder is
		transferable and assignable by Company, following prior written notice to the
		Provider, (i) to an Affiliate of Company; or (ii) incident to a sale, transfer
		or other disposition by Company of all or substantially all of the assets of
		that component of Company’s business or business organization having the
		benefit of this License. Such transfer shall be valid hereunder only to the
		extent that the transferee makes use of the Software in a location
		substantially similar to that used by the Company for the purposes described
		hereunder (i.e. in size, number of users, etc.). Additionally, no such transfer
		shall have effect hereunder prior to the Company’s having provided the
		Provider with a written undertaking of such transferee to become bound by the
		terms and provisions of this Agreement, mutatis mutandis.
	 

	 
		 
	 

	 
		 
	 

	 
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		2.4 Ownership of Software. Nothing contained herein shall transfer from Provider
		or Provider’s Representatives to Company rights of ownership or title
		(including without limitation applicable patent, copyright and trade secret
		rights) to Software licensed to Company hereunder.
	 

	 
		2.5 Upgrades and Support. In addition to any other obligations of
		Provider hereunder, at all times during the warranty period for the Software,
		Provider shall supply to Company at no additional cost:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  All additions, upgrades
				  or modifications to such Software;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Off-site telephone
				  support, in the form of consultations, assistance and advice on the use and
				  maintenance of such Software, all of which shall be provided to Company no
				  later than four hours after each of Company’s requests. Such telephone
				  support shall be available to Company at a minimum from Monday through
				  Saturday, 8 a.m. to 6 p.m., Pacific Standard Time, unless otherwise specified
				  in any Order; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  To the extent such
				  problems in the Software are not corrected promptly through off-site telephone
				  support, Provider shall provide on-site service on a date(s) specified by
				  Company, provided that such schedule accords with that detailed in the relevant
				  Order.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  SERVICES
				

			 

 

	 
		3.1 Engagement. Company may retain Provider to perform the Services
		and, when so retained, the performance of such Services shall be governed by,
		and Provider agrees to perform such Services in accordance with, the terms and
		conditions of this Agreement and an applicable Order.
	 

	 
		3.2 Scope. When so retained, Provider shall furnish and be
		responsible and liable for all that is necessary or required for its
		performance of the Services, including without limitation all supervision,
		administration, coordination, labor, inspection, testing and other services,
		equipment, materials, supplies and other goods, means, methods, techniques,
		sequences, licenses, permits, approvals and documents. Provider shall
		establish, implement and enforce quality assurance programs and procedures
		commensurate with the Services to be provided hereunder. Provider shall
		identify those Provider’s Representatives responsible for and authorized
		to act as Provider’s agent with respect to such quality assurance programs
		and procedures and such Provider’s Representatives shall be considered Key
		Personnel hereunder. Company shall have the right to review and audit
		Provider’s quality assurance programs and procedures.
	 

	 
		3.3 Standard of Care. Provider shall meet the Standard of Care
		in the performance of its obligations hereunder.
	 

	 
		3.4 Approvals and Permits. Provider shall assist and support Company
		in determining the need for and making all necessary applications,
		presentations, petitions, requests or progress reports and providing all
		necessary information and attending meetings in connection therewith for any
		approvals, permissions, licenses or permits from Governmental Authorities and
		approvals by Company’s insurance carriers (“Insurers”)
		which are necessary for
		Project completion (“Approvals and Permits”). Provider shall promptly notify Company, in writing, of
		any delay in the processing of Approvals and Permits by Governmental
		Authorities or Insurers. Provider shall review information received from
		Governmental Authorities and Insurers and shall recommend to Company an
		appropriate response or course of action based on such information. Provider
		shall alert Company to any comments, requests, questions or guidance from
		Governmental Authorities or Insurers that it deems in its professional judgment
		are unusual.
	 

	 
		3.5 Meetings. To the extent Provider is required to
		hold meetings in conjunction with performance of the Services, Provider shall
		keep written minutes of all such meetings (“Meeting Minutes”).
		Approvals and decisions
		made by Company shall be clearly identified in the Meeting Minutes. Within five
		days of any such meeting, Provider shall submit the Meeting Minutes for such
		meeting to Company for review, comment and approval. No approval or decision by
		Company reflected in such Meeting Minutes shall be
	 

	 
		 
	 

	 
		 
	 

	 
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		binding unless Company has
		approved such Meeting Minutes. In the absence of any comment or question from
		the Company, such Meeting Minutes shall be deemed approved within two weeks
		following receipt by the Company thereof. Notwithstanding the foregoing,
		Company’s approval of Meeting Minutes shall not be deemed a Modification
		without being acknowledged and executed as such by the Company.
	 

	 
			
				
				  4.
				

			 	
				
				  DELIVERABLES
				

			 

 

	 
		4.1 Deliverables. In the performance of its obligations hereunder,
		Provider shall furnish to Company the Deliverables set forth in this Agreement,
		including without limitation any Deliverables set forth in any Order. Unless
		otherwise specified, all Deliverables that use units of measurement shall use
		standard English units, and all Deliverables shall be written in the English
		language. Originals and copies of Deliverables shall be of the highest quality,
		legible, clear, full form and readable. Deliverables shall be marked and
		organized as set forth in each Order.
	 

	 
		4.2 Ownership of Work Product. All Work Product, together with any and
		all intellectual property rights underlying such Work Product, including
		without limitation all copyright, patent, trademark and trade secret interests,
		shall be the property of Company whether the Services to be performed are
		completed or not. Work Product shall constitute a “work made for
		hire” for Company, as that phrase is defined in Section 101 and 201 of the
		Copyright Act of 1976 (Title 17, United States Code), including without
		limitation a work specially commissioned by Company. If and to the extent
		Provider retains any interest in the Work Product (in whole or in part),
		Provider hereby grants, assigns and transfers to Company all right, title and
		interest in and to such Work Product, and all intellectual property rights
		therein, including without limitation all patent, copyright, trademark, trade
		secret and other proprietary rights, the right to make and distribute
		derivative works thereof and the right to all claims for past infringement
		thereof, and the right to make any modifications, adjustments or additions
		thereto. Provider hereby expressly waives any droit moral or similar rights to
		object to any such modifications, adjustments or additions.
	 

	 
		Provider shall ensure that, at
		no cost to Company, all of Provider’s Representatives that contribute to
		any Work Product have agreed in advance in writing that such contributions
		constitute a “work made for hire” for Company or Provider, that any
		interests in such contributions are assigned to Company or Provider, and that
		they waive any droit moral or similar rights to object to modifications,
		adjustments or additions to their contributions. If any agreements with any of
		Provider’s Representatives provide such rights to Provider rather than to
		Company, Company shall acquire all such rights in such Representatives’
		contributions by operation of this Ownership of Work Product provision.
	 

	 
		4.3 Use of Work Product. Company and Company’s
		Representatives may use Work Product, in whole, in part or in modified form,
		for any purpose without restriction and without further compensation to
		Provider. Provider or Provider’s Representatives shall not use Work
		Product for any purposes other than fulfilling Provider’s obligations
		hereunder without Company’s prior written consent. Submission or
		distribution of Work Product to meet the requirements of a Governmental
		Authority or Applicable Laws, or for other purposes in connection with any
		Project or as requested by Company, is not to be construed as publication in
		derogation of Company’s rights as set forth in this Agreement or as
		provided by law.
	 

	 
		4.4 Transfer of Work Product. All Work Product and any reproductions
		thereof shall be surrendered to Company by Provider immediately upon (i)
		completion of the related portions of Services, or (ii) termination of this
		Agreement; or within five (5) business days of Company’s written request.
		Provider shall not retain a copy of any Work Product for any purposes,
		including without limitation an archive or portfolio, without Company’s
		prior written consent. Provider shall make all necessary disclosures, execute,
		acknowledge and deliver all instruments and perform all acts necessary or
		desired by Company to effectuate the provisions of this Article. In the event
		Company, after reasonable effort, is unable to obtain a signature of Provider
		or any of Provider’s Representatives on any document or instrument
		necessary or desirable to apply for protection of, or to enforce any action
		with respect to, any patent, copyright, trademark, trade secret or other
		intellectual property right in or to Work Product, Provider hereby irrevocably
		designates and appoints Company and its duly authorized officers and agents as
		Provider’s agent and attorney-in-fact, whose power is expressly coupled
		with an interest, (i) to act for and on behalf of Provider; (ii) to execute
		such documents and instruments; and (iii) to take all lawfully
	 

	 
		 
	 

	 
		 
	 

	 
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		permitted actions to protect
		Company’s interests in any intellectual property right with the same legal
		force and effect as if executed by Provider.
	 

	 
		4.5 Review of Deliverables. Concurrent with furnishing the Deliverables (in either
		draft or final form) to Company, Provider shall provide Company with such
		information as may be required or necessary and in such degree of detail to
		allow Company to review and approve such Deliverables on a fully informed
		basis. Such review and approval of Deliverables by Company shall not relieve
		Provider of any of its obligations or liabilities hereunder. No Deliverables,
		the final forms of which have been approved by Company, shall be changed or
		revised by the Provider without the written consent of Company.
	 

	 
		4.6 Packaging Requirements. Deliverables that are shipped by Provider shall be
		packaged in accordance with standard commercial practices that meet or exceed
		Applicable Law, including without limitation the Department of Transportation
		and the International Air Transport Association requirements, at no additional
		charge to Company. Provider is solely responsible for damages to such
		Deliverables resulting from defective packaging, improper packing or marking.
		Company shall pay the reasonable and actual additional expenses resulting from
		Company’s request for special packaging, handling, routing or shipping,
		except when special shipping is required to expedite delivery delayed by
		Provider. Unless instructed otherwise by Company, Provider shall (i) ship
		Deliverables complete; (ii) ensure that all packages and documents
		conspicuously bear the Agreement and applicable Order number; and (iii) enclose
		a packing slip with each shipment and, when more than one package is shipped,
		identify the package containing the packing slip.
	 

	 
		4.7 Inspection and Testing.
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Inspection and
				  Testing by Company.
				  Company shall have the right to inspect and test all Deliverables or portions
				  thereof, and any data pertaining to the fabrication thereof, at reasonable
				  times and places, including without limitation Provider’s and
				  Provider’s Representatives’ facilities. Provider shall promptly
				  furnish samples of Deliverables or portions thereof upon the request of
				  Company.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Inspection and
				  Testing by Provider.
				  Provider shall submit to Company, for Company’s review and approval, a
				  schedule of inspection and testing of the Deliverables or portions thereof to
				  be conducted by Provider or Provider’s Representatives. Provider shall
				  include in such schedule all inspections and tests that (i) are required by or
				  reasonably inferable from applicable Drawings and Specifications and (ii)
				  industry practice would suggest as required to ensure the quality or
				  performance of the Deliverables or fitness for their intended use. Provider
				  shall submit such schedule no later than twenty business days prior to
				  commencement of any inspections or testing, or at Company’s request.
				  Company shall have the right to observe any such inspection and testing and
				  review any documentation associated therewith at reasonable times and places,
				  including without limitation Provider’s and Provider’s
				  Representatives’ facilities. For those inspections and tests that Company
				  has indicated it intends to observe, Provider shall notify Company in writing
				  at least 20 business days in advance of the date of any such inspection or
				  test. If such inspection or test date is subsequently changed, Provider shall
				  notify Company in writing no later than 10 business days prior to the
				  originally scheduled date.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Costs of Inspection
				  and Testing. Provider shall promptly reimburse Company
				  for all costs incurred by Company resulting from (a) Provider’s late
				  notice or failure to provide notice of an inspection date; or (b)
				  Company’s attendance at re-inspection or re-testing sessions due to
				  Provider’s lack of readiness for inspection or testing. Deliverables or
				  portions thereof not ready for inspection or testing as required by the
				  Agreement to have been so inspected or tested and specifically included in the
				  notice provided to the Company shall promptly be prepared for such inspection
				  or testing at Provider’s expense. If Provider fails to notify Company in
				  accordance herewith of Provider’s inspection or testing of Deliverables
				  which Company had the right to observe, Provider, at its sole
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		expense, shall do whatever is
		required to be able to repeat such inspection or testing with Company in
		attendance.
	 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Results of
				  Inspection and Testing.
				  Following inspection and testing of the Deliverables or portions thereof,
				  Company may generate a punch list identifying all Deliverables or portions
				  thereof that do not conform to the Agreement which Provider shall be obligated
				  to cure in accordance with the Warranty Corrective Actions provision
				  hereunder.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  Final
				  Inspection.
				  Notwithstanding any prior inspection or payment by Company, all Deliverables
				  shall be subject to final inspection by Company to verify the following
				  conditions: (a) the Deliverables conform to the Agreement; and (b)the
				  Deliverables consistently perform as intended under the Agreement without
				  failure or interruption. The foregoing conditions shall constitute warranted
				  conditions that, to the extent found nonconforming, Provider shall be obligated
				  to cure in accordance with the Warranty Corrective Actions provision hereunder.
				  If any Deliverables are determined by Company to be defective or not in
				  conformance with the Agreement, Company may, at its sole option, accept such
				  Deliverables instead of requiring Provider to cure such defect or
				  nonconformity, in which case the Contract Price shall be adjusted as
				  appropriate and equitable by mutual agreement of the Parties, which agreement
				  shall not be unreasonably withheld. Such adjustment shall be effected whether
				  or not final payment has been made.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  Final
				  Acceptance. Final
				  acceptance or rejection of the Deliverables shall be made by Company after
				  completion of all inspection and testing of the Deliverables. No inspections or
				  testing conducted by Company, or lack thereof, shall in any way release
				  Provider from any of Provider’s obligations under the Agreement.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  SUBCONTRACTORS
				

			 

 

	 
		5.1 Subcontractors. Company shall have the right to approve or reject the
		subcontracting of certain aspects of Provider’s performance hereunder at
		any time during the term. Furthermore, Company shall have the right to request
		the use by Provider of certain Subcontractors. Such approval request or
		rejection by Company shall not create any liability for Company to any
		Subcontractor or privity of contract between Company and any such
		Subcontractor. Furthermore, such approval, request or rejection shall not
		relieve Provider of its obligations hereunder or constitute a representation or
		endorsement by Company that such Subcontractor is qualified or capable to
		perform. Provider shall not voluntarily substitute or replace any Subcontractor
		approved or specified by Company if Company objects to such substitution or
		replacement.
	 

	 
		Any performance by a
		Subcontractor in connection with this Agreement shall be pursuant to an
		appropriate written agreement between Provider and such Subcontractor and shall
		contain a provision requiring that such performance be in accordance with the
		requirements of this Agreement and identify Company as an intended third party
		beneficiary that may enforce any warranty and similar rights under such
		agreement. Each subcontract shall require the Subcontractor, at no cost to
		Company, to correct such Subcontractor’s performance thereunder not
		meeting the requirements of the Agreement in a manner substantially similar but
		in no event to a lesser extent than provided in the Warranty Corrective Actions
		provision hereunder. Any such subcontract agreement, together with such other
		relevant information as Company may request, shall be submitted to Company
		prior to commencement of the Subcontractor’s performance. Company shall
		have the right, at any time, to negotiate and contract directly with any
		Subcontractor for any goods or services, including without limitation those to
		be provided hereunder, but excluding any Subcontractor used by Provider. No
		agreement between Provider and any Subcontractor shall relieve Provider from
		any of its obligations or liabilities hereunder. Nothing in this Agreement nor
		any subcontract shall create any contractual relationship, with the exception
		of the above-mentioned third party beneficiary, between Company and any
		Subcontractor including without limitation any obligation on Company’s
		part to pay, or be responsible for the payment of, any sums to any
		Subcontractor.
	 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		Provider shall properly direct
		and control Subcontractors and inspect Subcontractors’ performance for
		defects and deficiencies. Provider shall be responsible for (i) all conduct,
		actions and omissions of Provider’s Representatives; (ii) compliance by
		each of such Representatives with the requirements of this Agreement to at
		least the extent that Provider would be responsible if it were performing
		directly; and (iii) management and coordination of the performance of all such
		Representatives.
	 

	 
		If Company has not approved of
		Provider’s subcontracting of a portion of the Services but Provider
		authorizes services to be performed or goods to be provided by a subcontractor
		in furtherance of Provider’s obligations hereunder, then Provider hereby
		assumes all risks associated with such subcontracting.
	 

	 
		5.2 Affiliates. Provider shall give Company written notice regarding
		any Subcontractors that are Provider’s Affiliates prior to entering into
		any agreement with an Affiliate in connection with a Project not otherwise
		specified in the relevant Order. Any such agreement with an Affiliate of
		Provider shall be subject to Company’s prior written consent. Any such
		agreement with an Affiliate shall not exceed market prices, shall limit
		Affiliate’s profit from such subcontract to a commercially reasonable
		amount, and shall be considered a Reimbursable Expense hereunder. Company may
		elect, in its sole and absolute discretion, to cause any such subcontract or
		supply agreement which Provider proposes to award to an Affiliate to be
		competitively bid to a minimum of two (2) qualified bidders which are not
		Provider’s Affiliates.
	 

	 
		5.3 Payments to Subcontractors. Provider must promptly pay each
		Subcontractor, upon the earlier of (i) receipt of payment from Company; or (ii)
		such time required by Applicable Law, the amount to which such Subcontractor is
		entitled, reflecting percentages actually retained from payments to Provider on
		account of such Subcontractor’s performance. Provider must, by appropriate
		agreement with each Subcontractor, require each Subcontractor to make payments
		to its sub-subcontractors and suppliers in similar manner. Upon request,
		Provider shall submit to Company copies of all checks and payments to
		Provider’s Subcontractors. Should Provider neglect or refuse to cause to
		be paid promptly any bill or charge legitimately incurred by Provider in
		support of a Project, Company shall have the right, but not the obligation to,
		pay such bill or charge directly, and Provider shall immediately reimburse
		Company for same. If Provider does not so reimburse Company, Company may offset
		the amount of such bill or charge pursuant to the Offset provision
		hereunder.
	 

	 
		5.4 Notice of Subcontractor
		Breach. Provider shall
		provide Company with prompt written notice of all actual or potential disputes
		with Subcontractors, including, without limitation, breaches, defaults,
		insolvencies, defects in Subcontractor’s goods or services, and work
		stoppages. Such notice shall include the reasons and circumstances giving rise
		to such disputes in such detail so as to enable Company, in its sole
		discretion, to exercise any of its rights or remedies against such
		Subcontractor or to require Provider to obtain Company’s prior written
		approval of any settlement. Notwithstanding the foregoing, neither the
		provisions of this Section nor the exercise by Company of any of its rights or
		remedies shall relieve Provider of any of its obligations or liabilities under
		this Agreement. Failure of Provider to submit notice of any such dispute shall
		constitute a waiver by Provider of a claim for any adjustment to the Schedule
		or the Compensation resulting from such dispute; provided, however, the
		foregoing shall not imply that Provider is entitled to a Change Order or any
		adjustment to the Compensation or the Schedule as a result of any breach by any
		Subcontractor.
	 

	 
			
				
				  6.
				

			 	
				
				  ORDERS
				

			 

 

	 
		6.1 Order Required. The execution of this Agreement alone, in the absence
		of any duly executed Order, shall neither create any obligation of Provider to
		perform hereunder nor any obligation of Company to give Provider any
		Compensation. Any actions taken or not taken by Provider in anticipation of
		execution of this Agreement or any Order are taken at its sole risk and
		expense. Any estimate or forecast by Company of goods or services that may be
		furnished by Provider before or during the Term does not constitute a
		commitment of any kind. Prior to the issuance of any Order by Company, Company
		may request that Provider submit to Company a written proposal for a proposed
		project (“Proposal”).
		Upon receipt of
		Company’s request for a Proposal, Provider shall provide Company with such
		Proposal within
	 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		five (5) business days;
		provided, however, if Provider reasonably requires additional time to prepare a
		Proposal, Provider may request Company to agree to an extension of the deadline
		for the submission of a Proposal.
	 

	 
		6.2 Order Placement and
		Acceptance. Provider will
		perform Services and provide Software on a project-by-project basis pursuant to
		Orders issued during the Term. Each Order shall define the Project and
		establish the specific scope of Services that Provider shall undertake and
		identify the specific Software that Provider shall supply, as well as any
		special terms and conditions associated therewith. All Orders issued hereunder
		shall be subject to the terms and conditions of this Agreement. Provider shall
		promptly execute and return any Order issued by Company hereunder to evidence
		Provider’s acceptance of such Order and the terms set forth therein.
		Without limiting Company’s remedies, Company may withdraw an Order or
		defer the commencement of performance under such Order and/or the payment of
		Compensation thereunder, unless and until Provider has executed and delivered
		an original counterpart of the Order to Company. Notwithstanding anything to
		the contrary, Provider’s acknowledgment, receipt, or commencement of
		performance of any obligations under an Order is deemed an acceptance of that
		Order in accordance with the terms contained in that Order and this Agreement.
		In the event of a conflict between the terms and conditions set forth in this
		Agreement and the terms and conditions set forth in any Order, the Agreement
		shall govern. However, to the extent that such conflict is with respect to the
		level of quality or performance, the document providing for the highest
		standard of quality and performance will control and, to the extent that such
		conflict is with respect to quantity, the document providing for the greatest
		quantity will control. No other terms, including without limitation any terms
		or conditions set forth in any document issued by Provider, are effective
		unless accepted by Company in writing.
	 

	 
		6.3 Change Orders. Company may on any Project, at any time, make changes
		to the Project or Provider’s performance hereunder, in each case as
		Company deems necessary (“Change Order”). Any such Change
		Order shall be in writing and signed by Company.
	 

	 
		If Provider believes that the
		change is inequitable as to Compensation or Schedule, Provider must submit
		within 10 days after receipt of a Change Order a written request to Company
		providing a detailed explanation of and reasons for any proposed adjustments to
		Compensation or Schedule, accompanied by adequate supporting documentation. If
		Company does not receive such a request in accordance with this Article,
		Provider shall be deemed to have waived its right to make such request.
		Provider shall meet its obligations under this Agreement while such request is
		pending and the parties shall work in good faith to agree on the terms and
		scope of such Change Order.
	 

	 
			
				
				  7.
				

			 	
				
				  CONTRACT
				  DOCUMENTS
				

			 

 

	 
		7.1 Ambiguities, Conflicts or
		Discrepancies. Anything
		set forth in the Specifications and not in the Drawings, or in Drawings and not
		in Specifications, shall be deemed to be set forth in both and shall not be
		considered a conflict. Upon Provider’s discovery of any ambiguities,
		conflicts or discrepancies in this Agreement, Provider shall immediately notify
		Company in writing of such ambiguities, conflicts or discrepancies and in such
		notification offer recommendations as to how such ambiguities, conflicts or
		discrepancies may be resolved. Such notice shall provide an analysis of the
		potential impact, if any, on cost and Schedule of implementing each such
		recommendation. Provider must obtain Company’s written clarification and
		direction prior to proceeding with the performance of its obligations hereunder
		affected by such ambiguities, conflicts or discrepancies. Any of the
		Provider’s performance hereunder affected by such ambiguities, conflicts
		or discrepancies that is performed prior to receipt of Company’s written
		clarification and direction shall be at Provider’s risk. All
		determinations or clarifications by Company will be final and binding upon
		Provider unless determined by a court of competent jurisdiction to have been
		fraudulent, capricious or so grossly erroneous as necessarily to imply bad
		faith. At all times pending resolution, Provider shall proceed with the
		performance of its obligations hereunder.
	 

	 
		7.2 Audit. Provider shall maintain complete and correct books and
		records relating to the performance of all of its obligations hereunder and all
		costs, liabilities and obligations incurred hereunder, including without
		limitation those relating to the Compensation. All records and accounts
		relating to
	 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		financial matters must be in a
		format consistent with Generally Accepted Accounting Practices. Such books and
		records shall be maintained for a period of no less than seven years after the
		termination hereof. Such books and records shall be made available to Company
		and Company’s Representatives for copy, review, audit and other business
		purposes at such reasonable times and places during this period. Company’s
		audit rights shall not include the right to audit the makeup of fixed price
		costs or fixed rates agreed upon by Company. Notwithstanding anything to the
		contrary contained herein, all costs associated with such maintenance shall be
		Provider’s sole expense and shall not be a Reimbursable Expense hereunder.
		Should Provider fail to maintain such books and records as required hereunder,
		Provider shall provide its good faith assistance and reimburse Company for its
		reasonable costs in recreating such books and records. In the event that any
		audit by Company reveals any overpayment by Company, then Provider shall repay
		to Company the overpaid amount upon Company’s written demand therefor.
		Company’s performance of an audit and Provider’s repayment of any
		overpaid amounts shall not limit any of Company’s rights and remedies with
		respect to such overpaid amounts or Provider’s performance of its
		obligations under this Agreement, all of which rights and remedies are reserved
		by Company. Provider shall cause the provisions of this Article to be
		incorporated in the provisions of each Subcontractor agreement.
	 

	 
			
				
				  8.
				

			 	
				
				  TIME AND
				  SCHEDULE
				

			 

 

	 
		8.1 Time of Essence. Time is of the essence with respect to
		all of Provider’s obligations under this Agreement. Provider will review
		the various Schedule requirements prior to acceptance and execution of this
		Agreement, any Order, and any Change Order. Execution of this Agreement, any
		Order, and any Modification shall constitute Provider’s representation and
		warranty that Provider is fully capable of performing, and will perform, the
		applicable obligations in accordance with the Schedule set forth in the
		Agreement
	 

	 
		8.2 Commencement. Provider shall commence fulfillment of its obligations
		under an Order upon the effective date of such Order unless otherwise specified
		by Company.
	 

	 
		8.3 Schedule. Provider shall develop and submit to
		Company within 10 days of the effective date of an Order a detailed Schedule
		for that Order based on Company’s requirements and Provider’s
		obligations thereunder. The Schedule shall indicate the timing of the
		performance of such obligations, including without limitation commencement,
		submission of Deliverables, milestones, meeting dates and completion. The
		Schedule shall include without limitation time for necessary bidding (if any),
		reviews, revisions, applications to Governmental Authorities, and required
		approvals. Provider shall not exceed the dates set forth in the
		Schedule.
	 

	 
		8.4 Suspension. Company may, at any time, by written notice to
		Provider, suspend all or any portion of Provider’s performance hereunder.
		Upon receipt of such notice, Provider shall do the following, unless the notice
		requires otherwise:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Immediately discontinue
				  such performance on the date and to the extent specified in the notice;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Incur no further
				  obligations, including without limitation placement of orders or subcontracts
				  for material, services or facilities, with respect to the suspended
				  performance;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Promptly make every
				  reasonable effort to obtain suspension or assignment to Company or
				  Company’s designee, upon terms satisfactory to Company, of all
				  obligations, including without limitation orders or subcontracts, to the extent
				  such relate to the performance of such suspended performance;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Protect and maintain
				  any materials and supplies utilized in such performance, and any work completed
				  or in progress; and
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  Mitigate costs
				  associated with any such suspension.
				

			 

 

	 
		Within 30 days of the effective
		date of any suspension by Company, Provider shall submit an itemization of
		expense and time expended through the effective date of the suspension,
		together with cost, pricing, or other documents or data required by Company.
		Suspensions may only be withdrawn by written notice from Company, specifying
		the effective date and scope of the withdrawal. Provider must immediately
		resume performance unless otherwise specified in such notice. If Provider
		believes that an adjustment to the Compensation or the Schedule is justified as
		a result of the suspension or withdrawal of suspension, such suspension or
		withdrawal of suspension shall constitute a Change Order and Provider must
		request such adjustment in accordance with the Change Order provisions
		hereunder. Except to the extent provided for in any such Change Order, Company
		shall have no liability to Provider for or arising out of the suspension or
		withdrawal of suspension, including without limitation damages, lost profits,
		incidental costs, or penalties. Both parties shall work together in good faith
		to agree on such Change Orders. 
	 

	 
		8.5 Acceleration of Performance. Provider shall notify Company immediately
		upon determining that it may be unable to meet the Schedule, in whole or in
		part. Additionally, Company may inform Provider that Company has determined, in
		its reasonable judgment, that Provider may be unable to meet the Schedule, in
		whole or in part. Within two days of such notice or information, Provider shall
		submit to Company a proposed action plan to ensure compliance with the
		Schedule. If Company determines in its reasonable judgment that such action
		plan will not ensure compliance with the Schedule, Company may direct Provider
		to take steps reasonably necessary to accelerate its performance. If Provider
		believes that an adjustment to the Compensation is justified as a result of
		such acceleration, such acceleration shall constitute a Change Order and
		Provider must request such adjustment in accordance with the Change Order
		provisions hereunder. Except to the extent provided for in any such Change
		Order, Company shall have no liability to Provider for or arising out of the
		acceleration, including without limitation damages, lost profits, incidental
		costs, or penalties. If, within a reasonable period as determined by Company,
		Provider fails (i) to provide an action plan for accelerating and improving
		performance to meet the Schedule; or (ii) to diligently proceed to accelerate
		performance in accordance with such action plan, Company may take whatever
		actions it deems appropriate to meet the Schedule. No actions taken by Company
		under this Section shall relieve Provider of its obligations under this
		Agreement, including without limitation meeting the Schedule; for clarification
		purposes, Provider shall in no way be responsible for actions or omissions of
		Company or any service provider hired by Company.
	 

	 
		8.6 Remedies for Failure to Timely
		Perform. Provider
		acknowledges that in the event Provider fails to timely perform under this
		Agreement, Company will suffer substantial damages, costs and expenses by
		reason of such failure of performance. Therefore, Provider agrees that Company
		delay its next relevant milestone payment specified in any Order (any such
		payment, a “Milestone Payment”) until completion, if any, of the
		relevant milestone by Provider.
	 

	 
			
				
				  9.
				

			 	
				
				  TERM
				

			 

 

	 
		9.1 Term. This Agreement shall begin on the Effective Date and
		continue in perpetuity (“Term”).
	 

	 
		9.2 Termination. Company shall have the right, at any time, to
		terminate, with or without cause, this Agreement, in whole or in part, by
		written notice to Provider specifying the date and extent of
		termination.
	 

	 
		9.3 Remedies Upon Termination for
		Convenience. In the event
		of termination for convenience, Provider shall be entitled to Compensation in
		accordance with the terms of this Agreement up to the date of termination. Such
		Compensation shall cover: (a) any portion of Services completed but not paid
		for as of the date of such termination (such amount, in the event the Services
		were rendered per diem, to be paid in accordance with the daily rate specified
		in the relevant Order, and in the event the Services were rendered in
		accordance with milestones, as determined in good faith by the parties hereto),
		and (b) Software delivered but not-yet-paid-for, without consideration for the
		schedule of Milestone Payments specified in the Order for such Software. Upon
		payment of Compensation to which Provider is entitled hereunder, Company shall
		have no further obligations to Provider under this Agreement or otherwise in
		connection with such terminated Order or, in the event the entire Agreement is
		terminated, with respect to this Agreement or any Order placed thereunder. In
		no event shall Company be liable to Provider for any
	 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		direct, indirect, special or
		consequential damages, lost profits, penalties or costs arising out of any
		termination for convenience.
	 

	 
		9.4 Termination for Cause. Company shall have the right to terminate
		this Agreement, in whole or in part, including any outstanding Order, by
		written notice to Provider at any time if (i) Provider shall fail to perform
		any material covenant, warranty or obligation hereunder, after having received
		notification by Company with respect to such failure, and such failure has not
		been remedied within 60 days days of receipt of such notification; (ii)
		Provider’s actions or omissions are counter to the material provisions or
		intent of this Agreement; (iii) any material representation or other statement
		of fact by Provider set forth in this Agreement shall prove to have been untrue
		when made; (iv) upon Company’s reasonable request, Provider fails to
		furnish Company with assurances reasonably satisfactory to Company evidencing
		Provider’s ability to complete its obligations hereunder in compliance
		with all of the material requirements of this Agreement; (v) Provider makes a
		general assignment for the benefit of its creditors, or a petition in
		bankruptcy is filed by or against Provider, or a receiver shall be appointed on
		account of Provider’s insolvency, and (vi) there is a material adverse
		change in the Provider’s business, financial condition or prospects which
		in the Company’s reasonable judgment may result in a delay in the
		performance of Provider’s obligations hereunder, or a reduction in the
		quality of such performance.
	 

	 
		9.5 Remedies Upon Termination for
		Cause. In the event
		Company terminates this Agreement or any Order for cause, Provider shall return
		to Company any payment it received for the Software and Services provided under
		any terminated Order(s) pro-rated from the effective date of termination. The
		pro-ration shall be calculated as if the full term was three (3) years. Upon
		any termination, Company shall destroy the Software together with all copies or
		modifications in any form. Upon any termination, Company shall no longer be
		liable for any committed but unused and unpaid Services. In the event of
		termination for cause, without prejudice to other rights or remedies, Company
		may complete performance of Provider’s Service obligations hereunder by
		whatever method Company deems appropriate. In no event shall either party be
		liable to the other for any direct, indirect, special or consequential damages,
		lost profits, penalties or costs arising out of any termination for
		cause.
	 

	 
		9.6 No Actual Default. If, after termination for cause under
		this Article, it is determined for any reason that Provider was not in default,
		the rights and obligations of the Parties shall be the same as if the notice of
		termination had been issued as a termination for convenience under this
		Article.
	 

	 
		9.7 Obligations of Provider Upon
		Termination. Upon receipt
		of notice of termination, Provider shall do the following unless otherwise
		specified by Company:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Incur no further
				  obligations, including without limitation placement of orders or subcontracts
				  for material, services or facilities;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Promptly make every
				  reasonable effort to obtain termination or assignment to Company or
				  Company’s designee, upon terms satisfactory to Company, of all
				  obligations, including without limitation orders or subcontracts, to the extent
				  such relate to the performance of such terminated performance;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Mitigate costs
				  associated with any such termination;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Preserve any
				  performance that is in progress or completed and the data relating thereto
				  until Company or Company’s designee takes possession thereof;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  Turn over Deliverables
				  in accordance with Company’s instructions;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi) 
				

			 	
				
				  Provide to Company
				  reasonable assistance to allow performance of Provider’s obligations
				  hereunder by Company or its designee and to facilitate the orderly transfer of
				  such obligations. Reasonable assistance shall include without limitation: (a)
				  obtaining any required consents from third parties and thereafter assigning to
				  Company or its
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		designee subcontracts; and (b)
		obtaining any necessary rights and making available to Company or its designee
		pursuant to reasonable conditions any third party services then being utilized
		by Provider in the performance of its obligations hereunder; and
	 

	 
			
				
				   
				

			 	
				
				  (vii)
				

			 	
				
				  Develop and implement a
				  reasonable shutdown plan to protect the jobsite, if performance occurred on
				  Company’s premises, and preserve Company’s interests therein.
				

			 

 

	 
		On the date of termination,
		Provider shall (i) turn over any remaining Deliverables in accordance with
		Company’s instructions; and (ii) discontinue, and cause any of
		Provider’s Representatives to discontinue, performance hereunder to the
		extent specified in the notice. No later than 30 days following the date of
		termination for convenience of this entire Agreement, Provider shall deliver to
		Company a complete invoice reflecting unpaid Compensation, if any, payable for
		actual performance of its obligations hereunder up to the date of termination.
		Failure of Provider to submit such complete invoice in accordance herewith and
		with the invoice requirements hereunder shall constitute a waiver by Provider
		of a claim for any compensation not paid by Company prior to the date of
		termination.
	 

	 
			
				
				  10.
				

			 	
				
				  COMPENSATION
				

			 

 

	 
		10.1 Contract Price. Provider will perform its obligations hereunder for
		the Contract Price set forth in each Order in accordance with one of the
		following pricing structures as identified in such Order. A Project may have
		one or more pricing structures applicable to one or more phases or
		items.
	 

	 
		10.2 Hourly Rate Pricing
		Structure. For
		Provider’s obligations hereunder to be compensated in accordance with an
		hourly rate pricing structure, Company shall pay Provider, as full and final
		compensation, an amount equal to the product of the number of hours worked and
		the applicable hourly rate set forth in the Pricing Schedule Appendix attached
		hereto for completion of such obligations hereunder to the sole satisfaction of
		Company and in accordance with this Agreement (“Hourly Rate Amount”).
	 

	 
		10.3 Lump Sum Pricing Structure. For Provider’s obligations to be
		compensated in accordance with a lump sum pricing structure, Company shall pay
		Provider, as full and final compensation, the firm, fixed dollar amount set
		forth in the applicable Order for completion of such obligations to the sole
		satisfaction of Company and in accordance with this Agreement (“Lump Sum Amount”). Any costs incurred by Provider in excess of the Lump Sum
		Amount for such obligations shall be borne by Provider without demand or
		requirement for any additional compensation from Company.
	 

	 
		10.4 Not-to-Exceed Amount. For Provider’s obligations hereunder
		to be compensated in accordance with a pricing structure subject to a
		not-to-exceed amount, Company shall pay Provider subject to such not-to-exceed
		amount (“Not-to-Exceed
		Amount”). The
		Not-to-Exceed Amount shall be firm and fixed. Provider must include in each
		invoice a statement of the percent of the Not-To-Exceed Amount that it has
		invoiced to date. Provider shall provide notice to Company when seventy percent
		(70%) of any Not-to-Exceed Amount has been reached, committed or spent. Any
		costs incurred by Provider in excess of the Not-to-Exceed Amount shall be borne
		by Provider without any additional compensation from Company. If the total cost
		amount incurred by Provider in performance of Provider’s obligations
		subject to a Not-to-Exceed Amount is less than such Not-to-Exceed Amount,
		Provider shall not be entitled to receive the difference in these amounts, or
		any portion thereof, and Company will not be obligated to make any additional
		payments to Provider for such obligations.
	 

	 
		10.5 Unit Pricing Structure. For Provider’s obligations hereunder to be
		compensated in accordance with a unit pricing structure, Company shall pay
		Provider, as full and final compensation, an amount equal to the product of the
		number of units supplied and the applicable unit price set forth in the Pricing
		Schedule Appendix attached hereto for completion of such obligations hereunder
		in accordance with this Agreement to the sole satisfaction of Company
		(“Unit Price
		Amount”).
	 

	 
		 
	 

	 
		 
	 

	 
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		10.6 Pricing Schedule. Unless Company and Provider agree
		otherwise, the Pricing Schedule Appendix shall be used to calculate the cost of
		each of the different components of Contract Price for each Order or Change
		Order issued pursuant to this Agreement. All prices listed in the Pricing
		Schedule Appendix are all inclusive of all costs and expenses (including
		without limitation management, supervision, engineering, labor, services,
		materials, consumables, supplies, facilities, equipment, insurance, taxes
		(except for state sales tax), licenses, permits, profit, overhead, fees and all
		other items, tangible or intangible regardless of whether the Provider’s
		obligations hereunder met by the actions of Provider or Provider’s
		Representatives) and shall remain firm and fixed during the Term.
	 

	 
		10.7 RESERVED
	 

	 
		10.8 Reimbursable Expenses. Company may agree to pay or reimburse
		Provider for some or all Reimbursable Expenses incurred by Provider in
		connection with its performance hereunder. Such Reimbursable Expenses may be
		subject to the pricing structures set forth in this Article. If such
		Reimbursable Expenses, in whole or in part, are subject to a Not-to-Exceed
		Amount, Provider must notify Company in writing when 80 percent of such
		Not-to-Exceed Amount has been committed. In no event shall Company be obligated
		to reimburse Provider for any Reimbursable Expenses that are not authorized in
		writing by Company or are incurred in excess of the Company-approved amount.
		Reimbursable Expenses may only include the following:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Reasonable out-of-town
				  travel expenses, including transportation, meals, lodging costs and expenses
				  incurred for travel directly in connection with Provider’s performance
				  hereunder. Travel time shall be billed at half the cost to Company. For
				  purposes of this subparagraph, “reasonable out-of-town travel
				  expenses” shall mean only those Reimbursable Expenses directly resulting
				  from travel more than 80 miles (135 km) one-way from Provider’s office
				  closest to where Provider’s obligations hereunder are to be performed. Air
				  travel must be by means other than first, business or grand class and via the
				  least expensive direct route; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Those expenses listed
				  in the Reimbursable Expenses Appendix attached hereto, if any.
				

			 

 

	 
		All Reimbursable Expenses shall
		be invoiced pursuant to the requirements for invoicing hereunder, accompanied
		by documentation in form and detail sufficient for Company to recognize such
		expenses for Company’s tax reporting purposes.
	 

	 
		10.9 Overtime. Unless expressly agreed otherwise by
		Company in writing, Compensation shall not include reimbursement for overtime
		pay or premiums paid or owed by Provider. Provider shall not be entitled to any
		increase in Compensation on account of performance of Provider’s
		obligations provided during overtime, regardless of whether Provider has
		employed such overtime to maintain the Schedule, except to the extent Provider
		has received Company’s prior written approval for such additional overtime
		cost pursuant to this Agreement (in which case Provider shall be entitled to,
		and Company shall be obligated to pay, only for (a) overtime or other premiums
		specifically approved in writing by Company, (b) overtime to exempt personnel
		actually paid to such personnel, and (c) overtime or other premium going to
		non-exempt personnel of Provider. Nothing herein relieves Provider from any
		obligations it may have, legal or otherwise, to pay overtime to its employees,
		and Company assumes no obligations in that regard. Nothing in this Section
		should be deemed to indicate that Company is in any way an employer of any of
		Provider’s Representatives. Provider shall have sole discretion to direct
		Provider’s personnel with respect to hours worked, including overtime. If
		this Agreement includes a Self-Performed Services Cost Appendix, overtime pay
		or premiums shall be those set forth in Schedule A-2 of such Self-Performed
		Services Cost Appendix.
	 

	 
		10.10 No Compensation for Provider’s Errors
		or Defective Performance.
		In no event will Provider be compensated for changes arising out of or
		resulting from any (i) error, omission or mistake of Provider or
		Provider’s Representatives; (ii) defective or non-conforming performance
		of Provider’s obligations hereunder; or (iii) failure of Provider or
		Provider’s Representatives to meet conditions warranted hereunder.
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  11.
				

			 	
				
				  TAXES
				

			 

 

	 
		11.1 Taxes, Customs Fees and Import/Export
		Duties. The pricing, fees
		and Reimbursable Expenses stated herein are inclusive of all applicable
		employment-related, consumer and other similar taxes (except sales tax and use
		tax, unless specifically stated otherwise), levies, duties, fees, value added
		taxes and assessments which are legally enacted on or before the Effective
		Date, whether or not then in effect. Provider may be required to provide a
		breakout of services, goods or other materials that may be qualified as tax
		exempt or subject to tax reductions. Company reserves the right to modify this
		Agreement, as necessary, to receive the benefits of any available tax
		exemptions or reductions. Furthermore, Provider shall separately itemize any
		tax, including without limitation any value added tax paid or payable by
		Company. Provider shall track, accumulate and report to Company any and all
		such tax paid on behalf of Company. Notwithstanding the foregoing, Provider,
		not Company, shall be responsible for any and all taxes on any and all income
		Provider receives from Company under this Agreement.
	 

	 
			
				
				  12.
				

			 	
				
				  PAYMENT
				

			 

 

	 
		12.1 Invoices. Provider shall, by the fifth day of each
		calendar month, submit to Company for payment a written invoice for performance
		of its obligations hereunder completed during the prior calendar month
		(“Invoice
		Month”). Provider
		shall submit such invoice for payment to the following address or email:
	 

	 
		Amgen 
 Accounts Payable
		
 P.O. Box 667 
 Newbury Park, CA 91319-0667 

		accountspayablemailroom@amgen.com
	 

	 
		Company may require that
		Provider also submit its invoices in electronic format. Each invoice shall
		contain information to satisfy Company’s internal accounting requirements,
		including, at a minimum, the following information:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Purchase Order
				  Number
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Agreement and Order
				  number;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Description of those
				  portions of the Order completed;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  To the extent the
				  Contract Price is calculated based on an Hourly Rate Amount, the number of
				  hours worked during the Invoice Month and by whom;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  To the extent the
				  Contract Price is calculated based on a Unit Price Amount, the number of units
				  supplied during the Invoice Month and the location to where such units were
				  delivered;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  Percent of total Order
				  completed as of the end of the Invoice Month;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vii)
				

			 	
				
				  Comparison of those
				  portions of the Order actually completed during the Invoice Month to the
				  Schedule;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (viii)
				

			 	
				
				  A detailed, line-itemed
				  list of all Reimbursable Expenses, if any, incurred during the Invoice Month,
				  including invoices and evidence of payment for all such Reimbursable Expenses;
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ix)
				

			 	
				
				  A statement asserting
				  that all prices are inclusive of applicable taxes unless otherwise provided for
				  in the Agreement.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		Amounts listed in an invoice
		shall specify the amounts actually incurred in the currency in which such
		amounts were incurred. Company may require additional information for any
		amounts stated on an invoice, including without limitation evidence that all
		parties furnishing labor or materials to Provider in connection with the
		performance of Provider’s obligations hereunder have been paid. Provider
		shall respond to Company’s request for additional information in
		connection with an invoice promptly, but in no event any later than two (2)
		business days after delivery of Company’s request therefor; provided,
		however, if Provider reasonably requires additional time to respond to
		Company’s request for information, Provider may request Company to agree
		to an extension of the above deadline.
	 

	 
		Company may request that
		Provider submit at times other than those specified herein an invoice for
		portions of the Compensation that have not yet been invoiced but represent
		amounts payable for actual performance of Provider’s obligations
		hereunder. When Company makes such a request, Provider shall deliver to Company
		a complete invoice reflecting such portions of the Compensation, if any,
		believed by Provider to be payable. Provider shall deliver such invoice by the
		deadline identified in Company’s request therefore and, if no deadline is
		specified in Company’s request, then no later than 30 days following the
		date of receipt of Company’s request. Failure of Provider to submit such
		complete invoice in accordance herewith and with the invoice requirements
		hereunder shall constitute a waiver by Provider of a claim for any compensation
		not paid by Company prior to the date of the request.
	 

	 
		If Company disputes an amount
		stated in an invoice, Company will notify Provider in writing of the dispute
		and the basis therefor. Upon receipt of such notification, Provider shall
		submit a revised invoice stating only undisputed amounts. Such revised invoice
		shall in no way constitute consent of Provider to waive any amounts remaining
		under dispute. Upon resolution of disputed amounts, Provider shall submit an
		invoice pursuant to this Article for the amounts that the Parties mutually
		agree are no longer in dispute. Following receipt of an invoice stating only
		undisputed amounts (“Correct Invoice”), Company will pay Provider such amounts in
		accordance with this Article. Payment by Company does not constitute acceptance
		of the Provider’s performance hereunder or an admission of
		liability.
	 

	 
		12.2 Timing of Payments. Company shall apply a one-half percent
		discount to the total amount of a Correct Invoice if Company’s payment is
		made within 15 days after Company’s receipt of such Correct Invoice;
		otherwise, payment terms shall be net 45 after Company’s receipt of such
		Correct Invoice. Company, at its sole option unless agreed to otherwise, may
		make payment to Provider in the currency in which such amounts were incurred by
		Provider. Company shall have no obligation to pay Provider any amounts stated
		on an invoice other than a Correct Invoice. A late fee will be charged to
		Company in an amount equal to the lesser of one-half percent per month or the
		maximum rate permitted by law on any delinquent amount from the date due until
		the date actually paid.
	 

	 
		12.3 Security Interest. To the extent of any progress payments
		made by Company arising from or related to this Agreement, Provider grants to
		Company a security interest in all raw materials and components committed by or
		on behalf of Provider for use in connection with this Agreement or any Order,
		wherever located. Upon Company’s request, Provider shall execute a written
		security agreement and financing statement that grants the foregoing security
		interest to Company in form and content satisfactory to Company.
	 

	 
		12.4 Withholding Payment. Company may, in whole or in part, decline
		to approve any request for payment hereunder, withhold or offset against any
		payment or, due to subsequently discovered evidence or inspection, nullify any
		payment previously made to such extent as may be reasonably necessary to
		protect Company from loss due to Provider’s failure to meet its material
		obligations hereunder. The conditions or occurrences for which Company may
		withhold or offset against any payment include without limitation the
		following: (i) such invoices for excessive man-hours relative to the
		corresponding portion of Provider’s performance hereunder; (ii) third
		party claims have been filed or reasonable evidence exists indicating the
		probable filing of such claims for which Provider would be responsible pursuant
		to this Agreement; (iii) Provider has failed to properly make payments to
		Subcontractors, if any; or (iv) if Company elects to provide insurance to
		Provider pursuant to the Insurance Appendix attached hereto, any fines or
		judgments are assessed by the administrator of such insurance because of the
		failure of Provider or its Subcontractors, if any, to follow the procedures set
		forth in the Insurance Appendix. If,
	 

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		through subsequently discovered
		evidence or subsequent observations, Company becomes aware that it could have
		withheld approval and payment (but did not), Company also reserves the right to
		deduct from later invoices or obtain a credit from Provider for such amount.
		The provisions of this Section shall not lessen or diminish, but shall be in
		addition to, the right or duty of Company to withhold payments under the
		provisions of Applicable Law respecting the withholding of sums due to
		Provider.
	 

	 
			
				
				  13.
				

			 	
				
				  GOVERNMENT
				

			 

 

	 
		13.1 Applicable Laws. Each party shall notify the other of any
		changes or anticipated changes in Applicable Laws of which the former is aware
		or should be aware, the impact of such changes on performance of each
		party’s obligations hereunder and the intent of the Agreement, and
		recommendations for modifications to such performance subject to Company’s
		approval pursuant to a Change Order.
	 

	 
		13.2 Equal Opportunity/Affirmative
		Action. For any
		performance required under this Agreement (i) between two business entities
		based in the United States of America and (ii) being performed in the United
		States of America and/or its territories, Provider agrees that, unless
		otherwise specifically exempted, this Agreement shall be performed in full
		compliance with all Applicable Laws, including without limitation applicable
		equal opportunity/affirmative action requirements; of Title VII of the Civil
		Rights Act of 1964; Executive Orders No. 11141 and 11246, as amended; Sections
		(1) and (3) of Executive Order No. 11625 relating to the promotion of Minority
		Business Enterprises; Americans with Disabilities Act; Age Discrimination in
		Employment Act; Fair Labor Standards Act; Family Medical Leave Act; the Vietnam
		Era Veterans’ Readjustment Assistance Act of 1974; Rehabilitation Act of
		1973; and all corresponding implementing rules and regulations, all of which,
		including without limitation the contract clauses required and regulations
		promulgated thereunder, are incorporated herein by reference.
	 

	 
		13.3 Inspections and Government
		Contact. To the extent
		that Provider is aware of meetings with or inspections by Governmental
		Authorities regarding Provider’s obligations hereunder or the Project,
		Provider shall provide Company advance and timely notice of such. Provider
		shall provide Company with an opportunity to comment on drafts of documents
		Provider is required to submit to Governmental Authorities pursuant to its
		obligations hereunder. Provider shall submit to Company copies of documents to
		be submitted to Governmental Authorities or insurance companies relating to
		Provider’s obligations hereunder including without limitation reports of
		accidents or injuries occurring on Company’s premises.
	 

	 
		13.4 Ethics and Conflict of
		Interest. In its
		performance of its obligations hereunder, Provider shall adhere to business
		practices that meet and are in the spirit of Applicable Laws and ethical
		principles as follows without limitation:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  All transactions
				  undertaken in connection with Provider’s obligations hereunder will be
				  accurately reflected in Provider’s records; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Provider shall perform
				  its obligations hereunder and conduct itself with respect to Subcontractors and
				  third parties so as to avoid loss or embarrassment to Company including loss or
				  embarrassment due to any real or apparent conflict of interest.
				

			 

 

	 
			
				
				  14.
				

			 	
				
				  SAFETY
				

			 

 

	 
		 
	 

	 
		14.1 Safety Obligations on Site. Provider and Provider’s
		Representatives shall comply with the business practices, hours, working
		conditions, jobsite policies and any other policies, rules or regulations of
		Company related to Provider’s performance hereunder. Provider shall be
		solely responsible to inquire, inspect and acquaint itself with all jobsite
		conditions. In the performance of its obligations hereunder, Provider must at
		all times: (i) ensure the presence of competent supervisory personnel; (ii)
		keep the jobsite clean and safe, including without limitation keeping the
		jobsite free from debris and hazards; and (iii) be responsible for the safe and
		orderly performance of such obligations in accordance with all Applicable Laws.
		Upon completion of such performance, Provider shall remove all of
		Provider’s
	 

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		equipment and unused material from the jobsite,
		thoroughly clean up all refuse and debris, and leave the site neat, orderly and
		in good condition. In addition, to the extent Provider performs such
		obligations on Company’s premises, Provider must (i) cooperate with
		Company and comply with Company’s hours, working conditions and job site
		policies; and (ii) repair or replace to Company’s satisfaction any
		property which is damaged or destroyed by Provider or Provider’s
		Representatives.
	 

	 
			
				
				  15.
				

			 	
				
				  SECURITY
				

			 

 

	 
		15.1 Security Obligations on Company’s
		Premises. At all times
		when present at Company’s premises, Provider and Provider’s
		Representatives shall comply with Company’s security practices, policies,
		and rules or regulations.
	 

	 
		15.2 Access to Provider’s
		Premises. If requested by
		Company in connection with Provider’s performance of this Agreement,
		Provider shall provide safe and convenient access for Company to
		Provider’s premises.
	 

	 
		15.3 Restrictions on Access. Any of Provider’s Representatives who are
		required to enter any of Company’s premises may be required to complete a
		badge request form and must adhere to all security requirements of
		Company’s Security Manager. Such Provider’s Representatives may also
		be required to sign Company’s Confidential Disclosure and Information
		Security Agreement and will have restricted access to Company’s facilities
		for business purposes only from 8:30 a.m. to 5:30 p.m. Monday through Friday,
		unless otherwise pre-approved by Company’s management. Upon completion of
		such Provider’s Representatives assignment at Company’s facilities
		and/or in the event of termination of this Agreement, badges must be returned
		immediately to Company’s Security Department.
	 

	 
		15.4 Background Checks. No Provider’s Representative will
		(i) receive an access badge; (ii) drive Company-owned or leased vehicles or
		transport Company personnel, provided that Provider has met all other
		obligations to do so including without limitation proper licensure, insurance
		and insurability; or (iii) have access to Company information systems
		(including without limitation electronic mail, voicemail, networks, internet
		access and the Company web), without Provider first providing to Company’s
		Security Department the Background Check Certification Form attached hereto for
		such Provider’s Representative. Provider shall perform, or shall use an
		outside agency to perform, the background check and all legally required
		notifications to Provider’s Representatives set forth in the Background
		Check Certification Form. Failure or refusal to provide the requisite
		Background Check Certification Forms, or submission of a Background Check
		Certification Form without having performed the requisite background check,
		shall constitute a breach hereunder for which Company may terminate this
		Agreement immediately for default notwithstanding any right of Provider to
		cure.
	 

	 
		15.5 Removal of Personnel. Company may, in its sole discretion,
		require the removal from its premises of any objectionable Provider’s
		Representative. If necessary for the performance hereunder, such
		Provider’s Representative shall be replaced promptly and at no extra
		expense to Company.
	 

	 
		15.6 Information Systems
		Security. In the event
		this Agreement provides for remote access to Company’s electronic
		information systems (“CIS”) by Provider or Provider’s
		Representatives, Provider shall at all times protect CIS through procedures and
		tools deemed satisfactory to Company. Such procedures and tools shall include
		without limitation:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  A mechanism to
				  determine and immediately report to Company possible security breaches;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Controls to ensure the
				  return or destruction, at Company’s direction, of information transmitted
				  through CIS;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  A process for
				  maintaining the confidentiality, integrity and availability of information
				  transmitted through CIS; and
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Methods for controlling
				  access to CIS, which shall include without limitation (a) permitted access
				  methods; (b) an authorization process for users’ access and privileges;
				  and (c) maintenance of a list of authorized users.
				

			 

 

	 
		Prior to Provider remotely
		accessing CIS, in order for Company to determine its satisfaction with the
		foregoing procedures and tools, Provider shall submit to Company:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  A list of established
				  connections that Provider has with the electronic information systems of third
				  parties in order for Company to evaluate security issues associated with such
				  connections and CIS;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  A copy of
				  Provider’s security policies applicable to electronic information systems;
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  A copy of
				  Provider’s most recent external penetration test or network audit of its
				  electronic information systems.
				

			 

 

	 
		Without limiting any rights and
		remedies hereunder, Company shall have the right to audit and monitor such
		procedures and tools to ensure compliance with this requirement. Company shall
		have the right to revoke or limit Provider’s access to CIS at any time,
		including without limitation in the event Provider is deemed by Company, in its
		sole discretion, to have failed to comply with the requirements of this
		Section. In addition to its other obligations hereunder, Provider shall return
		to Company immediately upon any such revocation any hardware and software
		provided to it by Company or on Company’s behalf for use with the
		CIS.
	 

	 
			
				
				  16.
				

			 	
				
				  REPRESENTATIONS
				

			 

 

	 
		16.1 Representations of Provider. Provider represents and warrants to
		Company as follows:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  The person signing this
				  Agreement on behalf of Provider has the power and authority to execute this
				  Agreement and to carry out the transactions contemplated herein;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  The execution, delivery
				  and performance of this Agreement and the consummation of the transactions
				  contemplated herein have been duly authorized by the requisite action on the
				  part of Provider;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Prior to executing this
				  Agreement, any Order or any Modification, Provider shall have reviewed and
				  negotiated the various time limits or periods set forth in this Agreement and
				  such Order or Modification. Provider’s execution of this Agreement, such
				  Order or Modification shall constitute Provider’s representation and
				  warranty that Provider is capable of and will perform its obligations hereunder
				  or thereunder within such time limits and periods;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Provider possesses a
				  high level of expertise in the business, administration, management and
				  supervision required to undertake its obligations contemplated hereunder and is
				  fully and properly licensed, qualified, experienced, equipped, organized and
				  financed to perform hereunder;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  To the extent its
				  obligations hereunder are impacted by conditions at a site owned or operated by
				  Company, including without limitation seasonal weather and climate conditions,
				  ongoing and/or adjacent operations, and the availability and cost of materials,
				  labor, utilities and site access, Provider shall have familiarized itself with
				  respect to such site conditions and shall have reflected such conditions in its
				  pricing, fees, schedule and other obligations hereunder;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  The execution, delivery
				  and performance of this Agreement and the consummation of the transactions
				  contemplated herein do not and shall not constitute (i) a breach, conflict
				  with
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		or default under any other
		agreement, whether written or oral, by which Provider or any of its material
		assets are bound; or (ii) an event that would, with notice or lapse of time, or
		both, constitute such a breach, conflict or default;
	 

	 
			
				
				   
				

			 	
				
				  (vii)
				

			 	
				
				  Provider is financially
				  solvent, able to pay its debts as they mature, and possesses sufficient working
				  capital to complete its obligations hereunder; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (viii)
				

			 	
				
				  Each Deliverable or
				  material or any part thereof, and the sale, distribution or the use thereof, do
				  not and will not infringe any patent, copyright, trade secret or other
				  proprietary right of any third party.
				

			 

 

	 
		16.2 Contractual Relationship. Provider is engaged in an independent
		business and not as an agent, employee, partner or joint employer of Company.
		Provider represents and warrants that it is an employer subject to, and shall
		comply with, all Applicable Laws, including without limitation applicable wage
		and hour statutes, unemployment compensation statutes and occupational safety
		and health statutes, and shall be responsible for withholding and payment of
		any and all payroll taxes and contributions, including without limitation
		federal, state, provincial, commonwealth and local income taxes; Federal
		Insurance Contributions Act, Federal Unemployment Tax Act and state
		unemployment contributions; and workers’ compensation and disability
		insurance payments. Provider shall be responsible for the acts, errors,
		omissions and conduct of any of Provider’s Representatives and
		Subcontractors. Provider acknowledges and agrees that Company shall have no
		responsibility or liability for treating Provider’s Representatives as
		employees of Company for any purpose. Neither Provider nor any of
		Provider’s Representatives shall be eligible for coverage or to receive
		any benefit under any Company provided workers’ compensation, employee
		plans or programs or employee compensation arrangement, including without
		limitation any and all medical and dental plans, bonus or incentive plans,
		retirement benefit plans, stock plans, disability benefit plans, life insurance
		and any and all other such plans or benefits.
	 

	 
			
				
				  17.
				

			 	
				
				  WARRANTIES
				

			 

 

	 
		17.1 General Warranties of
		Provider. Provider
		warrants as follows:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  The execution, delivery
				  and performance of this Agreement will not constitute a material default under
				  any material contract by which it or any of its material assets are bound; or
				  an event that would, with notice or lapse of time, or both, constitute such a
				  default;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Provider shall comply
				  with all Applicable Laws;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  All Deliverables and
				  any other documents, goods, services, equipment or materials, or any portion
				  thereof, prepared or provided pursuant to this Agreement, and the performance
				  of Provider’s obligations will (a) be free from defects, errors and
				  deficiencies; (b) be fit for the purposes and uses intended by Company as
				  specified in the applicable Order; (c) meet the Schedule; (d) comply with all
				  Applicable Laws; and (e) to the extent required hereunder, meet current Good
				  Manufacturing Practices;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Except to the extent
				  Company has agreed to in writing, no Deliverable provided hereunder shall call
				  for the use of any article or process subject to any patent, copyright,
				  trademark or other third-party proprietary right for which use Company would be
				  liable for royalty or other payments separate and apart from the
				  Compensation;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  Provider shall use an
				  adequate number of qualified individuals who possess the requisite training,
				  education, licensing, experience and skill to perform its obligations
				  hereunder;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  Provider shall (a) meet
				  the highest professional standard of diligence, care, timeliness, trust and
				  skill exercised by experienced members of Provider’s profession with
				  expertise
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 
	 
		in performing services similar
		to those to be provided hereunder; and (b) exercise such professional standard
		by appropriate actions or inaction during the Term;
	 

	 
			
				
				   
				

			 	
				
				  (vii)
				

			 	
				
				  Provider shall use best
				  efforts to use efficiently the resources necessary to perform its obligations
				  hereunder consistent with Company’s interests;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (viii)
				

			 	
				
				  Provider shall perform
				  its obligations hereunder in a manner that does not infringe, or constitute an
				  infringement or misappropriation of, any patent, copyright, trademark, trade
				  secret or other proprietary right of any third party;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ix)
				

			 	
				
				  Provider shall obtain
				  all authorizations, permits, certificates and licenses that are required for
				  the performance of this Agreement; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (x)
				

			 	
				
				  All warranties provided
				  hereunder will inure to the benefit of Company and Company’s successors
				  and assigns.
				

			 

 

	 
		17.2 Software Warranties. Provider warrants that all Software, and
		any parts thereof, shall:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Conform to the
				  Agreement, including without limitation the performance standards,
				  specifications and descriptions set forth therein;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Conform to the
				  descriptive literature or catalogs provided to Company in connection with
				  Software, and to any other performance capabilities, characteristics,
				  specifications, functions and other descriptions and standards pertaining to
				  the Software represented in any manner by Provider;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Conform to the
				  standards generally observed in the industry for similar software;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Be free from Viruses.
				  For purposes of this Article, “Viruses” shall mean (a) program code or programming instruction
				  or set of instructions intentionally designed to disrupt, disable, harm,
				  interfere with or otherwise adversely affect computer programs, data files or
				  operations, or (b) other code typically designated to be a Trojan horse, worm,
				  backdoor or other term customarily considered to be a virus;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  Without the prior
				  written consent of Company, be free of any code which would have the effect of
				  disabling or otherwise shutting down all or any portion of the Software
				  (“Disabling
				  Code”);
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  With respect to any
				  Disabling Code, Provider shall not invoke such Disabling Code at any time,
				  including without limitation upon termination hereof without Company’s
				  prior written consent and it is understood that this warranty will never
				  expire.
				

			 

 

	 
		17.3 Warranties Not Exclusive. The warranties provided hereunder are not
		sole or exclusive, shall not be construed to modify or limit in any way any
		rights or remedies which Company may otherwise have against Provider, and are
		in addition to any other remedies set forth in this Agreement or provided by
		law.
	 

	 
		17.4 Term of Warranties. Except as specifically set forth herein or in an Order,
		any warranty corresponding to Provider’s performance hereunder, or a
		portion thereof, including without limitation performance under its warranty
		obligations, shall survive the expiration or earlier termination of this
		Agreement.
	 

	 
		17.5 Term for Software
		Warranties. The foregoing
		warranties pertaining to Software shall continue for a period of not less than
		three months from date such Software is installed, tested and fully operational
		or for Provider’s standard warranty period, whichever is greater.
	 

	 
		 
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

	 
		17.5 Third Party Warranties.
		Without limiting the other provisions of this Article, Provider shall assign to
		Company all warranties provided by Subcontractors or other third parties who
		furnish goods and/or services in connection with Provider’s performance
		hereunder. Provider warrants that it shall perform its obligations in such
		manner so as to preserve any such third party warranties. Provider shall use
		its best efforts to assist Company in enforcing such third party warranties. In
		the event that Provider’s best efforts are unsuccessful, Provider shall
		perform all obligations under such third party warranties at Provider’s
		expense.
	 

	 
		17.6 Warranty Corrective Actions. In the event Provider fails to meet a
		warranted condition under this Agreement, Provider must promptly identify an
		action plan for (i) correcting such warranted condition; and (ii) correcting
		any damages arising out of or resulting from Provider’s failure to meet
		such warranted condition. Such action plan shall be subject to Company’s
		approval and be promptly implemented by Provider to Company’s
		satisfaction. The implementation of such action plan and all actions taken in
		furtherance thereof shall be governed by the terms of this Agreement. Provider
		shall bear all costs associated with and incidental to such implementation. If
		Provider refuses or is not able to promptly identify or implement an action
		plan satisfactory to Company, Company may take corrective actions as it sees
		fit, all at Provider’s expense. If Provider refuses or is not able to
		promptly identify or implement an action plan satisfactory to Company, Company
		may take corrective actions as it sees fit, all at Provider’s
		expense.
	 

	 
			
				
				  17A.
				

			 	
				
				  LIMITATION OF
				  LIABILITY
				

			 

 

	 
		Except for breaches of
		confidentiality hereunder, in no event shall any party be liable for any
		actual, indirect, incidental, special or consequential damages resulting from a
		claim, demand or cause of action, including loss of profits, revenue, data or
		use, incurred by any party or any third party, unless caused by fraud,
		negligence, or the willful misconduct of an employee, subcontractor, or
		representative of the party which caused the damages in an action in contract.
		Where personal injury, death or loss of or damage to property is the result of
		the joint negligence or willful misconduct of Company and/or Provider, each
		party’s liability shall be in proportion to its allocable share of such
		joint negligence or willful misconduct. Each party’s liability for damages
		hereunder shall in no event exceed the amount of the Software fees paid by
		Company to Provider under this Agreement except for Provider liability for
		damages resulting from the infringement of the copyright, or other intellectual
		property right of a third party, gross negligence or breaches of
		confidentiality hereunder.
	 

	 
			
				
				  18.
				

			 	
				
				  COVENANTS
				

			 

 

	 
		18.1 Covenants of Provider. At all times during the Term, Provider
		covenants to: 
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  meet the Standard of
				  Care; 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  comply with all
				  Applicable Laws;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  not enter into any
				  other agreement, whether written or oral, that would conflict with the
				  performance of Provider’s obligations hereunder or constitute a default
				  hereunder;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  review and negotiate
				  all time limits or periods placed on its performance hereunder and to perform
				  such obligations within such time limits and periods;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  not subcontract
				  performance of its obligations hereunder unless Company consents thereto in
				  writing; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  upon discovering a
				  breach of any of Provider’s obligations hereunder, provide immediate
				  written notice and explanation of such breach to Company and, to the extent
				  possible and provided for hereunder, a plan to cure such breach.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		23
	 

	 
		 
	 



	 
	 

	 

	 
		18.2 Evidence of Compliance. Upon Company’s written request, Provider shall
		furnish any evidence Company reasonably requests relating to Provider’s
		obligations hereunder and its ability to fulfill such obligations or
		substantiate its representations hereunder at any time during the Term, and to
		the extent related to obligations that survive the Term, the period of such
		survival. The substance, form and timing of such evidence shall be subject to
		Company’s reasonable satisfaction.
	 

	 
			
				
				  19.
				

			 	
				
				  CONFIDENTIALITY
				

			 

 

	 
		19.1 Confidential Information. Each party hereto (the “Disclosing
		Party”) may disclose to the other hereto (the “Receiving
		Party”), orally or in writing, or the Receiving Party may otherwise
		obtain, through observation or otherwise, Confidential Information. The
		Receiving Party must: (i) protect, and cause all its Representatives to
		protect, all Confidential Information from disclosure in violation of this
		Article; (ii) restrict the use of Confidential Information to the intended
		purpose of this Agreement; (iii) limit dissemination of Confidential
		Information to only those of its Representatives that require disclosure for
		performance of obligations hereunder; and (iv) clearly and completely convey
		the requirements of this Article to such Representatives to ensure such
		requirements are understood and followed. If requested by the Disclosing Party,
		the Receiving Party shall secure written commitments from its Representatives
		to comply with the confidentiality requirements of this Agreement.
	 

	 
		19.2 Exclusions. The obligations set forth in this Article shall not
		apply to any portion of Confidential Information which (i) is or later becomes
		generally available to the public by use, publication or the like, through no
		act or omission of the recipient of such Confidential Information; (ii) a party
		hereto possessed prior to the Effective Date without being subject to an
		obligation to keep such Confidential Information confidential; (iii) is
		lawfully disclosed hereafter to a party hereto by a third party who, to the
		best information of such party hereto, did not acquire the information directly
		or indirectly from the other party hereto, or (iv) was independently developed
		by a party hereto without the use of information disclosure under this
		Agreement. In the event either party hereto becomes legally compelled to
		disclose any Confidential Information, it shall immediately provide the other
		party hereto with notice thereof prior to any disclosure, shall use its best
		efforts to minimize the disclosure of any Confidential Information, and shall
		cooperate with the other party hereto should such party seek to obtain a
		protective order or other appropriate remedy.
	 

	 
		19.3 Return of Company’s Confidential
		Information. Each party
		must return to the other all Confidential Information in tangible form,
		including without limitation all copies, translations, interpretations,
		derivative works and adaptations thereof, immediately upon request by such
		other party.
	 

	 
			
				
				  20.
				

			 	
				
				  RISK
				  ALLOCATION
				

			 

 

	 
		20.1 Insurance. The Parties’ obligations to obtain and maintain
		insurance are set forth in the Insurance Appendix attached hereto. Such
		obligations shall be in addition to and in no way be construed to limit the
		indemnification obligations set forth herein.
	 

	 
			
				
				  21.
				

			 	
				
				  INDEMNIFICATION
				

			 

 

	 
		21.1 General Indemnity. Subject to the terms of Section 17A
		above, Provider shall, to the fullest extent permitted by law, indemnify,
		defend and hold harmless Company and any parent, subsidiary or sibling entity
		of Company and their directors, officers, employees, agents, successors and
		assigns (“Indemnified
		Parties”)
		from and against any and
		all suits, actions, legal or administrative proceedings, claims, liens,
		demands, damages, liabilities, losses, costs, fees, penalties, fines and
		expenses (including without limitation first-party losses, attorneys’ fees
		and expenses, and costs of investigation, litigation, settlement, and judgment)
		(“Claims”),
		directly or indirectly
		arising out of or in connection with the acts or omissions of Provider and
		Provider’s Representatives or anyone for whose acts they may be
		responsible, including without limitation Claims arising out of or connected
		with (i) the actual breach of Provider’s representations, warranties or
		covenants contained herein; (ii) income tax withholding, employment taxes,
		contributions, and accounting services related to any tax inquiry; (iii)
		unlawful discrimination or other employment-related issues including without
		limitation employment benefits, Provider’s actual or alleged
	 

	 
		 
	 

	 
		 
	 

	 
		24
	 

	 
		 
	 



	 
	 

	 

	 
		violation of local, state or
		federal prevailing wage, labor or employee protection laws, regulations or
		ordinances and regulations by Provider or any of Provider’s
		Representatives; (iv) Provider’s use of non-union labor including without
		limitation any interruption of Provider’s performance hereunder arising
		out of picketing, hand billing, boycotts, strikes, and slowdowns; or (v) injury
		to or death of persons (including without limitation Provider’s or
		Provider’s Representatives’ employees) and damage to or destruction
		of property, regardless of any concurrent or contributory negligence, whether
		active or passive, or strict liability of such Indemnified Parties, except
		those Claims determined by a court of competent jurisdiction to have been
		solely caused by the negligence or willful misconduct of such Indemnified
		Parties.
	 

	 
		21.2 Proprietary Rights
		Indemnification. Provider
		shall, to the fullest extent permitted by law, indemnify, defend and hold
		harmless the Indemnified Parties from and against any and all Claims based upon
		an alleged or actual violation or infringement of any patent, copyright,
		trademark, service mark, trade secret or other legally protected proprietary
		right relating to the use, including without limitation sale, transfer or other
		disposition, of any Deliverables (“Infringement Claim”). If
		any Deliverables are the subject of an Infringement Claim, such use of any such
		Deliverables is enjoined in connection with an Infringement Claim, or in
		Company’s or Provider’s opinion any Deliverables are likely to become
		the subject of an Infringement Claim, then Provider, at its sole expense, must
		timely undertake to procure for Company the right to continue such use of such
		Deliverables. If such right cannot be timely procured on terms and conditions
		acceptable to Company in Company’s sole discretion, Provider must, at
		Provider’s sole expense and without limiting any of Company’s other
		rights or remedies hereunder, do the following: (i) modify such Deliverables to
		render them non-infringing, but functionally equivalent subject to
		Company’s acceptance of such modified Deliverables in Company’s sole
		discretion; (ii) substitute such Deliverables with replacements that are
		non-infringing, but functionally equivalent subject to Company’s
		acceptance of such substitute Deliverable in its sole discretion; or (iii) if
		Provider using Provider’s best efforts is unable to accomplish item (i) or
		(ii) above, refund to Company amounts actually paid by Company for such
		Deliverables.
	 

	 
		21.3 Defense and Resolution of
		Claim. Provider, at its
		expense, shall assume control of the defense and resolution of each Claim using
		legal counsel approved by Company and keep Company fully and timely informed of
		the progress of such defense and resolution. With respect to each Claim,
		Company shall have the right to retain independent legal counsel and monitor
		such Claim’s defense and resolution. Provider and its legal counsel shall
		fully cooperate with Company and its legal counsel in providing such
		information as they may request. If both Provider and Company are named parties
		in any Claim and representation of both Provider and Company by the same legal
		counsel would be inappropriate due to the actual or potential differing
		interests between them, then Company, at Provider’s expense, shall have
		the right to be represented by separate counsel of Company’s choosing. If
		Company, in its sole discretion, determines that Provider has failed to (i)
		defend a Claim to Company’s satisfaction or (ii) take timely and
		reasonable steps to resolve a Claim, Company shall have the right, but not the
		obligation, to assume control of the defense and resolution of such Claim, and
		Provider shall be bound by the results obtained by Company with respect to the
		Claim. Provider shall not confess judgment or settle, compromise or resolve any
		Claim without the written consent of Company.
	 

	 
		21.4 Reimbursement. Provider shall immediately reimburse Company all
		amounts paid by Company with respect to any Claim, including without limitation
		the following:
	 

	 
			
				
				   
				

			 	
				
				  (i) 
				

			 	
				
				  Any amount paid by
				  Company for Deliverables the use of which, including without limitation sale,
				  transfer or other disposition, is enjoined in connection with such
				  Claim;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii) 
				

			 	
				
				  Any costs, fees,
				  penalties, fines and expenses, including without limitation first-party losses,
				  attorneys’ fees and expenses, and costs of investigation, litigation,
				  settlement, and judgments; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii) 
				

			 	
				
				  Any payment made to a
				  claimant with respect to the Claim before resolution of the Claim or completion
				  of legal proceedings if Company, in its sole discretion, determines that
				  Provider has failed to defend such Claim to Company’s satisfaction or take
				  timely and reasonable steps to resolve such Claim.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

	 
		21.5 Third-Party Liens. Provider must promptly pay for its
		purchase of all goods and services utilized directly or indirectly in the
		performance of its obligations hereunder. If a lien affecting any of
		Company’s rights is filed by any third-party provider of goods or services
		purchased by Provider, Provider must remove the lien within 10 days of notice
		of lien or of written demand from Company, whichever is earlier. If Provider
		fails to remove the lien, Company may: (i) pay the amount of the lien; (ii)
		bond the removal of the lien; or (iii) take any other step necessary to remove
		the lien. Provider shall immediately reimburse Company for the cost of removal
		of any such lien, including without limitation all attorneys’ fees and
		costs, upon receipt of written demand from Company. If Provider fails to
		reimburse Company, Company may back charge or withhold the cost of removal,
		including without limitation all attorneys’ fees and costs, from any
		amount that Company may be required to pay to Provider for performance of its
		obligations hereunder.
	 

	 	
			 
				22.
			 

		  	
			 
				DISPUTES
			 

		  


	 
		22.1 Resolution of Disputes. The Parties will use their best efforts to resolve any
		dispute concerning any matter related to this Agreement.
	 

	 
		22.2 Performance During Dispute. Each party shall continue to diligently
		perform its obligations under this Agreement pending resolution of such
		dispute.
	 

	 	
			 
				23.
			 

		  	
			 
				NOTICES
			 

		  


	 
		23.1 General Notice Requirements. All notices pursuant to this Agreement
		must be in writing, referencing this Agreement number, and delivered personally
		or sent by courier, certified mail (return receipt requested), or facsimile as
		set forth below. Either Party may specify a different address to receive
		notices by providing a notice in accordance with this Article. Notices sent by
		courier or certified mail are effective upon receipt or five days after
		dispatch, whichever occurs first. Notices provided by facsimile are effective
		upon confirmation of receipt thereof.
	 

	 
		Notices to Company related to
		the terms and conditions of this Agreement must be addressed to the
		following:
	 

	 
		Amgen Inc. 
	 

	 
		Strategic Sourcing
		Technology
	 

	 
		Thousand Oaks,
		California
	 

	 
		with a copy to:
	 

	 
		Amgen Inc.
	 

	 
		One Amgen Center Drive,
		MS-27-4-A 
	 

	 
		Thousand Oaks, CA 91320 
	 

	 
		Attention: General Counsel
		
	 

	 
		Facsimile No.:
		805/447-1090
	 

	 
		Notices to Provider related to
		the terms and conditions of this Agreement must be addressed to the
		following:
	 

	 
		STARLIMS Corporation 
	 

	 
		4000 Hollywood Blvd.
	 

	 
		Hollywood, Fla. 33021
	 

	 
		 
	 

	 
		 
	 

	 
		26
	 

	 
		 
	 




	 
	 

	 

	 
		Notices to Company related to
		invoices must be addressed to the following:
	 

	 
		Amgen
	 

	 
		Accounts Payable
	 

	 
		P.O. Box 667
	 

	 
		Newbury Park, CA
		91319-0667
	 

	 
		Notices to Company related to
		technical issues must be addressed to the following:
	 

	 
		Amgen Inc.
	 

	 
		One Amgen Center
		Drivexxx
	 

	 
		Thousand Oaks, California
		91320
	 

	 
		Attention: Farrokh
		Issacci
	 

	 	
			 
				24.
			 

		  	
			 
				MISCELLANEOUS
			 

		  


	 
		24.1 Qualified Personnel. Provider shall hire, assign and retain an
		adequate number of Provider’s Representatives, including without
		limitation supervisory and administrative staff, that are competent, qualified,
		honest, trustworthy, reliable and non-violent, and that do not pose a risk of
		serious harm to others. Provider shall furnish in connection with performance
		of its obligations hereunder only properly skilled, licensed and trained
		Provider’s Representatives. Provider shall identify a supervisor who shall
		have the authority to obligate Provider in any matter related to this
		Agreement. Company may for any reason request replacement of any of
		Provider’s Representatives.
	 

	 
		24.2 Key Personnel. Provider shall for each Order identify Key Personnel.
		Provider may not voluntarily remove, transfer or substitute any such Key
		Personnel during the performance of such obligations without Company’s
		prior written approval.
	 

	 
		24.3 Cooperation with Other
		Providers. Provider has
		been advised that, under separate agreements, Company may retain other
		providers to perform certain services in connection with the Project. Provider
		shall coordinate its performance hereunder and Deliverables with the services
		of such other providers so as to ensure successful completion of the Project,
		including without limitation providing cooperation and information to and
		attending meetings with such other providers for the successful implementation
		of their services in connection with the Project. To the extent expressly
		included in Provider’s obligations hereunder or reasonably inferable
		therefrom, Provider shall coordinate such other services as though such
		services were performed by Provider. Any performance by Company or other
		providers shall not, in and of itself, be grounds for a delay claim by Provider
		or a request by Provider for an extension of the Schedule or additional
		compensation.
	 

	 
		24.4 Standards and Codes. References in this Agreement to standards
		or codes in accordance with which Provider is to perform its obligations
		hereunder are to the edition or revision of the standards or codes current on
		the effective date of the Order and shall apply unless otherwise expressly
		stated. In case of conflict between any referenced standards or codes and the
		Agreement, the most stringent requirement shall govern unless Company indicates
		otherwise.
	 

	 
		24.5 Modifications. No Modifications to this Agreement shall be binding
		unless in writing and signed by the Parties, with the exception of changes made
		pursuant to the Change Orders provision of this Agreement which are binding
		pursuant to the terms thereunder.
	 

	 
		24.6 No Exclusivity. Nothing contained herein shall (i) obligate Company to
		any exclusive relationship with Provider; (ii) restrict or preclude Company
		from contracting with any competitor of Provider; or (iii)
	 

	 
		 
	 

	 
		 
	 

	 
		27
	 

	 
		 
	 



	 
	 

	 

	 
		obligate Company to purchase
		any minimum amount of tangible or intangible goods or services from
		Provider.
	 

	 
		24.7 Assignment. Company has specifically contracted with Provider
		because of its unique experience, expertise and qualifications; and, therefore,
		Provider may not assign or delegate Provider’s obligations under this
		Agreement, either in whole or in part, without the prior written consent of
		Company. Any attempt by Provider to assign or delegate this Agreement, in whole
		or in part, without Company’s prior written consent, shall be deemed a
		default hereunder and such assignment or delegation shall be voidable at the
		option of Company. Company may assign this Agreement at any time without the
		prior consent of Provider. Any assignment of Provider’s obligations
		hereunder by operation of law, order of any court, or pursuant to any plan of
		merger, consolidation or liquidation, shall be deemed an assignment for which
		prior written consent of Company is required and any such assignment made
		without any such consent shall be voidable at the option of Company. This
		Agreement shall be binding on the Parties and their respective successors and
		permitted assigns.
	 

	 
		24.8 Governing Law. This Agreement shall be governed by the laws of the
		State of Delaware, excluding conflict of law rules.
	 

	 
		24.9 Venue, Jurisdiction. With respect to any dispute arising out
		of, under, or in connection with this Agreement or the transactions
		contemplated hereby, the Parties hereby irrevocably and unconditionally submit
		to the exclusive jurisdiction and venue (and waive any claim of forum non
		conveniens) of any state or federal court of competent jurisdiction sitting in
		the State of Delaware.
	 

	 
		24.10 Publicity. Except for the purposes of performance hereunder,
		Provider shall not use or allow Provider’s Representatives to use,
		Company’s name, the names of Company’s subsidiaries or parent (if
		any), or any derivatives thereof without Company’s prior written consent,
		which may be withheld at Company’s sole discretion. This prohibition of
		use shall include without limitation use in any publicity or advertising,
		including without limitation media releases, public announcements, or public
		disclosures. Provider shall immediately provide notice to Company in the event
		it becomes aware of any violation of this prohibition and, at Provider’s
		sole expense, take such steps necessary to cease and cure such violation to
		Company’s satisfaction.
	 

	 
		24.11 Waiver. No action or inaction by either Party shall be
		construed as a waiver of Company’s rights under this Agreement or as
		provided by law. None of the terms of this Agreement may be waived except by an
		express agreement in writing signed by Company. The failure or delay of Company
		in enforcing any of its rights under this Agreement shall not be deemed a
		continuing waiver of such right. The waiver of one breach hereunder shall not
		constitute the waiver of any other or subsequent breach.
	 

	 
		24.12 Severability. In the event any provision of this Agreement conflicts
		with the law under which this Agreement is to be construed or if any such
		provision is held illegal, invalid or unenforceable, in whole or in part, by a
		competent authority, such provision shall be deemed to be restated to reflect
		as nearly as possible the original intentions of the parties in accordance with
		Applicable Law. The legality, validity and enforceability of the remaining
		provisions shall not be affected thereby and shall remain in full force and
		effect.
	 

	 
		24.13 Survival. Provider’s obligations under any
		provisions set forth in this Agreement related to ownership of Deliverables,
		confidentiality, publicity, governing law and indemnification or which
		contemplate performance or observance subsequent to termination or expiration
		of this Agreement shall survive such expiration or termination.
	 

	 
		24.14 Entire Agreement. This Agreement shall constitute the
		entire agreement between the Parties and set forth the entire terms and
		conditions under which this Agreement will be performed. There are no other
		agreements, oral or written, with respect to the subject matter of this
		Agreement, and all oral and written correspondence relating to the subject
		matter hereof are superseded by this Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		28
	 

	 
		 
	 



	 
	 

	 

	 
		24.15 Gratuities. Provider, its employees, agents or representatives
		represent and warrant that they have not and will not offer or give to an
		officer, official or employee of Company gifts, entertainment, payments, loans
		or other gratuities in order to or that may influence the award of a contract
		or obtain favorable treatment under a contract.
	 

	 
		24.16 Third-Party Beneficiaries. Except as expressly provided for in this
		Agreement, (i) this Agreement is entered into solely between, and may be
		enforced only by, Company and Provider; and (ii) this Agreement shall not be
		deemed to create any rights in third parties, including without limitation
		Subcontractors, or to create any obligations of a Party to any such third
		parties.
	 

	 
		24.17 Remedies Cumulative. Unless otherwise expressly provided
		hereunder, no remedy or election hereunder shall be deemed exclusive but shall,
		whenever possible, be cumulative, in addition to, and not in lieu of any other
		remedies available at law or in equity.
	 

	 
		24.18 Headings. Article and Section headings are for
		reference purposes only and shall not be considered in the construing of this
		Agreement.
	 

	 
		24.19 Counterparts. This Agreement may be executed in any number of
		counterparts, each of which shall be an original and all of which together
		shall constitute one and the same document, binding on all Parties
		notwithstanding that each of the Parties may have signed different
		counterparts.
	 

	 
		24.20 Construction. The Parties acknowledge that each Party is of equal
		bargaining strength, has actively participated in the preparation and
		negotiation of this Agreement. Each Party is entering into this Agreement on
		its own free will and is not acting under duress or coercion of any kind or
		nature whatsoever. Each Party has had the right and opportunity to consult with
		legal counsel of its choice in connection with this Agreement; and each Party
		has either done so, or has voluntarily declined to do so free from duress or
		coercion. Any rule of construction to the effect that ambiguities are to be
		resolved against the drafting party shall not apply in the interpretation of
		this Agreement, any portion hereof, or any Modifications hereto.
	 

	 
		24.21 Precedence. In the event of a conflict between the terms and
		conditions set forth in this Agreement and the terms and conditions set forth
		in any document, order or invoice issued by Provider or Provider’s
		Representatives in connection with this Agreement, the terms and conditions set
		forth in this Agreement will control. Provider must notify Company immediately
		of any such conflicts. No subcontract shall alter the intent of this Agreement.
		Where conflicts occur between the subcontractor agreements and this Agreement
		and such conflicts regard the quantity or quality of goods or services, unless
		otherwise specified by Company in writing, the greatest quantify and highest
		quality shall govern at no additional cost to Company. With respect to any
		other conflicts between any subcontractor agreement and this Agreement, the
		terms and conditions of this Agreement shall govern.
	 

	 
		24.22 Interpretation. The words “as shown”, “as
		indicated”, “as detailed” and words of like import, unless
		clearly indicated otherwise, reflect the intent that all obligations herein
		shall be performed in accordance with this Agreement. The words
		“hereby”, “herein”, “hereunder” and words of like
		import, unless clearly indicated otherwise, shall refer to the contents of this
		Agreement. The words “days” shall mean calendar days unless otherwise
		specified. Where the context of the Agreement so requires, the use of the
		neutral gender shall include the masculine and feminine genders, the masculine
		gender shall include the feminine and neutral genders, and the singular number
		shall include the plural, and vice versa. Multiple events, any one of which may
		not be deemed “substantial”, “significant” or
		“material” by itself, shall be deemed “substantial”,
		“significant” or “material” under this Agreement if such
		multiple events, when considered collectively, would constitute a substantial,
		significant or material event. Unless otherwise stated in the Agreement, words
		that have well-known technical or industry meanings are used in the Agreement
		in accordance with such recognized meanings. A requirement in the Agreement
		that a submittal, including without limitation a Deliverable, is subject to
		Company’s approval, acceptance, review or comment or words of like import,
		means that Provider must, prior to implementing any action called for by the
		submittal, transmit to Company and obtain resolution of any differences in
		understanding or interpretation, obtain any clarifications and receive the
		authorization to proceed with the action.
	 

	 
		 
	 

	 
		 
	 

	 
		29
	 

	 
		 
	 



	 
	 

	 

	 
		Whenever the Agreement requires
		Provider to perform at Provider’s expense without cost to Company or at
		Provider’s cost, or words of like import, it is clearly the intent that
		Provider shall not be entitled to any compensation other than the Compensation
		expressly provided for in the Agreement.
	 

	 
		24.23 Offset. Each party hereto, without waiver or limitation of any
		other rights or remedies, shall be entitled to deduct any and all amounts owed
		to it by the other party from any amounts due or owing by the former to the
		latter in connection with this Agreement, or any other agreement between the
		parties hereto.
	 

	 
		IN WITNESS THEREOF, the
		authorized representatives of the Parties have executed this Agreement.
	 

	 
		 
	 

	 
			
				
				  STARLIMS
				  CORPORATION
				

			 	
				
				   
				

			 	
				
				  AMGEN INC. AND ITS
				  SUBSIDIARIES
				

			 
	
				
				  
 By: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				  
 Name:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				  
 Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				  
 Date:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		30
	 

	 
		 
	 



	 
	 

	 

	 
		INSURANCE
		APPENDIX
	 

	 
		The coverage types and limits
		required pursuant to this Agreement shall in no way limit the liability of
		Provider.
	 

	 
		A. Minimum Insurance
		Coverages.
	 

	 
		Provider shall maintain at its
		sole cost and expense, and keep in force during the Term, the following
		insurance coverages:
	 

	 
		Workers’ Compensation
		Insurance. Workers’ Compensation Insurance with statutory limits covering
		all employees or other similar insurance in accordance with the laws of the
		country, state, province or territory exercising jurisdiction over the
		employee.
	 

	 
		Employer’s Liability (Stop
		Gap Liability) Insurance. Employer’s Liability (Stop Gap Liability)
		Insurance with a minimum limit of $1,000,000 per occurrence. Carriers
		furnishing Workers’ Compensation and Employer’s Liability insurance
		shall be required to waive all rights of subrogation against Company and its
		officers, directors, stockholders, employees, subsidiaries, and agents.
	 

	 
		Commercial General Liability
		Insurance. Commercial General Liability Insurance covering premises and
		operations and including but not limited to, owners and contractors protective,
		product and completed operations, personal and advertising injury and
		contractual liability coverage with a minimum per occurrence limit of
		$1,000,000 covering bodily injury and property damage; General Aggregate limit
		of $2,000,000; Products and Completed Operations Aggregate limit of $2,000,000
		and Personal & Advertising Injury limit of $1,000,000, written on an
		occurrence form.
	 

	 
		Automobile Liability Insurance.
		Automobile Liability Insurance covering use of all owned, non-owned, and hired
		automobiles with a minimum combined single limit of $1,000,000 per occurrence
		for bodily injury and property damage liability.
	 

	 
		Umbrella Excess Liability
		Insurance. Umbrella Excess Liability Insurance on an occurrence basis with
		limits of not less than $10,000,000 per occurrence and a $10,000,000 annual
		aggregate in excess of the underlying limits and terms as set forth above for
		general liability, auto liability and employers liability.
	 

	 
		B. Additional Insurance
		Coverages if Provider Accesses Company Property.
	 

	 
		In addition to the insurance
		coverages specified elsewhere in this Insurance Appendix, if Provider has
		access to Company property, facilities, confidential information or information
		systems, Provider shall maintain at its sole cost and expense, and keep in
		force during the Term, the following insurance coverages:
	 

	 
		Employee Dishonesty Coverage.
		Employee Dishonesty Coverage for loss or damage arising out of or in connection
		with any fraudulent, dishonest or unauthorized acts, including without
		limitation forgery or alteration of documents or computer records, committed by
		the employees of Provider, whether acting alone or in collusion with others,
		including without limitation the property, funds, or negotiable instruments of
		others in a minimum amount of $1,000,000. The policy shall be endorsed with a
		joint loss payee endorsement naming Company and granting Company the right to
		direct adjustment with the insurer in the event of a loss. A client property
		endorsement shall be added to the policy stating that the insurance company is
		responsible for losses involving the property, funds and negotiable instruments
		of Company or others for whom Company has assumed responsibility.
	 

	 
		C. Additional Insurance
		Coverages if Provider Supplies Professional Services.
	 

	 
		In addition to the insurance
		coverages specified elsewhere in this Insurance Appendix, if Provider is a
		design professional, engineer, or supplies professional services to Company,
		Provider shall maintain at its sole cost and expense, and keep in force during
		the Term, the following insurance coverages:
	 

	 
		Professional Liability
		Insurance. Professional Liability Insurance covering liability imposed by law
		or contract arising out of an error, omission or negligent act in the
		performance, or lack thereof, of professional services and any physical
		property damage, bodily injury or death resulting there from, with a limit of
		not less than $3,000,000 per claim and in the aggregate. The insurance
		shall
	 

	 
		 
	 

	 
		 
	 

	 
		31
	 

	 
		 
	 



	 
	 

	 

	 
		include a vicarious liability
		endorsement to indemnify, defend, and hold harmless Company for claims arising
		out of covered professional services and shall have an extended reporting
		period of not less than five years. This policy shall include a waiver of
		subrogation in favor of Company. Provider may request that Company consider
		Provider self-insuring with respect to professional liability. Provider shall
		include in such request a demonstration by audited financials that it has the
		fiscal ability to pay a potential claim or loss valued at the greater of
		$3,000,000 or, if the Project is a construction project, 15 percent of the
		Direct Construction Costs for the Projects contracted with Provider under this
		Agreement. Provider shall maintain the professional liability insurance
		specified hereunder unless Company approves otherwise in writing.
	 

	 
		D. Requirements of All
		Policies.
	 

	 
		All policies of insurance
		required by this Insurance Appendix shall provide for the following:
	 

	 
		(i) Name Company and its
		officers, directors, employees, subsidiaries, parent company, if any, and
		agents as additional insureds except with respect to Workers’ Compensation
		and Professional Liability coverage.
	 

	 
		(ii) Be primary and
		non-contributory with respect to all obligations assumed by Provider pursuant
		to this Agreement or any other services provided. Any insurance carried by
		Company shall not contribute to, or be excess of insurance maintained by
		Provider, nor in any way provide benefit to Provider, its affiliates, officers,
		directors, employees, subsidiaries, parent company, if any, or agents.
	 

	 
		(iii) Have reasonable and
		customary deductible amounts, provided that in no event shall such deductible
		amounts exceed $100,000 per occurrence. Any deductibles that exceed $100,000
		must be pre-approved in writing by Company.
	 

	 
		(iv) Be maintained until the
		expiration of any applicable statutes of limitation, but in any event for a
		period of not less than five years or have an extended reporting period of not
		less than five years following completion by Provider of all of its obligations
		under this Agreement.
	 

	 
		(v) Be issued by insurance
		carriers licensed to do business under the laws of the country, state,
		commonwealth, province or territory in which Provider’s obligations are
		provided, and with a rating of not less than A- VII, as rated in the most
		currently available “Best’s Insurance Guide.” 
	 

	 
		(vi) Include a severability of
		interest clause and cross-liability coverage where Company is an additional
		insured.
	 

	 
		(vii) Provide a waiver of
		subrogation in favor of Company and its officers, directors, employees,
		subsidiaries, parent company, if any, and agents.
	 

	 
		(viii) Provide defense in
		addition to limits of liability.
	 

	 
		E. Certificates of
		Insurance.
	 

	 
		Upon execution of this
		Agreement and each extension of the Term thereafter, Provider shall cause its
		insurers to issue certificates of insurance evidencing that the coverages and
		policy endorsements required under this Agreement are maintained in force and
		that not less than 30 days written notice shall be given to Company prior to
		any material modification, cancellation, or non-renewal of the policies.
		Certificates shall expressly confirm at least the following: (i) Company’s
		additional insured status on the general liability, auto liability and umbrella
		excess liability policies; (ii) the waiver of subrogation applicable to the
		workers’ compensation and professional liability policies; and (iii) the
		loss payee status on the Employee Dishonesty coverage, if required hereunder.
		The certificate of insurance shall be delivered to Company’s address as
		set forth in the Notices provision of this Agreement.
	 

	 
		F. Failure to
		Procure/Maintain.
	 

	 
		If Provider fails to procure
		and maintain the insurance coverage types or limits, or any portion thereof, as
		specified herein, Company, in its sole discretion, may terminate any contract,
		including without limitation this Agreement, between Company and Provider.
		Alternatively, Company shall have the right, but not the obligation, to
		procure and maintain the required insurance for and in the name of the Provider
		and Provider shall pay the cost thereof or such cost shall be deducted from
		monies due to Provider by Company. Provider shall furnish to Company all
		information necessary to acquire and maintain such insurance.
	 

	 
		G. Compliance.
	 

	 
		Provider shall not violate or
		knowingly permit any violation of any conditions or terms of the policies of
		insurance described herein.
	 

	 
		H. Subcontractor/Subconsultant
		Insurance Requirements.
	 

	 
		 
	 

	 
		 
	 

	 
		32
	 

	 
		 
	 




	 
	 

	 

	 
		Unless otherwise agreed by the
		Parties, Provider shall cause all of its Subcontractors to maintain the
		insurance coverages specified in this Insurance Appendix and name Provider as
		an additional insured on all such coverages. Evidence thereof shall be
		furnished as Company may reasonably request.
	 

	 
		I. Restore Coverage.
	 

	 
		If any of the insurance
		required to be maintained by Provider pursuant to this Insurance Appendix
		contains aggregate limits which apply to operations of Provider other than
		those operations which are the subject of this Agreement, and such limits are
		diminished by more than $1,000,000 after any one or more incidents,
		occurrences, claims, settlements, or judgments against such insurance, Provider
		shall take immediate steps to restore such aggregate limits or shall maintain
		other insurance protection for such aggregate limits.
	 

	 
		 
	 

	 
		 
	 

	 
		33
	 

	 
		 
	 



	 
	 

	 

	 
		SOFTWARE DESCRIPTION
		APPENDIX
	 

	 
		 
	 

	 
		 
	 

	 
		34
	 

	 
		 
	 



	 
	 

	 

	 
		REIMBURSABLE EXPENSES
		APPENDIX
	 

	 
		The following shall be
		Reimbursable Expenses under the Agreement:
	 

	 
		[INSERT DESCRIPTION OF
		REIMBURSEABLE EXPENSES]
	 

	 
		 
	 

	 
		 
	 

	 
		35
	 

	 
		 
	 



	 
	 

	 

	 
		EXAMPLE ORDER
		APPENDIX
	 

	 
		THIS ORDER
		(“Order”) effective as of                                         (“Order Effective Date”),
		by and between                                     (“Company”)
		and                                
		(“Provider”) hereby authorizes Provider to proceed with performance
		of the Services for the Project all in accordance with the terms and conditions
		of this Order and the Agreement entered into by and between Company and
		Provider and identified by Agreement Number                          . Terms used but not otherwise defined
		herein shall have the meanings ascribed to such terms under the
		Agreement.
	 

	 
			
				
				  1.0
				

			 	
				
				  DESCRIPTION OF
				  PROJECT
				

			 

 

	 
		The Project is generally
		described as the following: [Insert description of the Project].
	 

	 
			
				
				  2.0
				

			 	
				
				  SCOPE OF
				  SERVICES
				

			 

 

	 
		The Services shall include
		those listed in Schedule 1 attached hereto and the following: [Insert
		description of the Services].
	 

	 
			
				
				  3.0
				

			 	
				
				  CONTRACT
				  PRICE
				

			 

 

	 
		The Contract Price shall be as
		set forth in this Section. The Contract Price shall be disbursed pursuant to
		the terms of the Agreement including the Contract Price Disbursement Schedule
		attached hereto as Schedule 3.
	 

	 
		Interim Funding:
		[Delete if not
		applicable]
	 

	 
		Notwithstanding anything to the
		contrary contained in the Agreement, Company is only committing to a
		maximum obligation of
		$                               (“Interim Commitment”) toward the Compensation of performance of
		Provider’s obligations under this Order; and, accordingly, Company shall
		not be obligated to pay any amount in excess of this Interim Commitment, unless
		such amount is increased through a Modification.
	 

	 
		Hourly Rate Pricing
		Structure: [Delete if not applicable]
	 

	 
		The Contract Price shall be
		subject to the hourly rate pricing structure set forth in the Agreement, and
		the hourly rate shall be broken down as follows:
	 

	 
		 
	 

	 
			
				
				  Discipline/Description
				

			 	
				
				   
				

			 	
				
				  Hourly
				  Rate
 (Dollars/Hour)
				

			 	
				
				   
				

			 	
				
				  Estimated
 Hours
				

			 	
				
				   
				

			 	
				
				  Amount

				  (Dollars)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Lump Sum Pricing
		Structure: [Delete if not
		applicable]
	 

	 
		The Contract Price shall be
		subject to the lump sum pricing structure set forth in the Agreement, and the
		Lump Sum Amount shall be a total amount equal to $ ________________ broken
		down, for reference purposes only, as follows:
	 

	 
		 
	 

	 
		 
	 

	 
		36
	 

	 
		 
	 



	 
	 

	 
	 
		 
	 

	 
			
				
				  Discipline/Description
				

			 	
				
				   
				

			 	
				
				  Hourly Rate
				  (Dollars/Hour)
				

			 	
				
				   
				

			 	
				
				  Estimated
				  Hours
				

			 	
				
				   
				

			 	
				
				  Amount
				  (Dollars)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Not-To-Exceed Pricing
		Structure: [Delete if not
		applicable]
	 

	 
		The Contract Price shall be
		subject to the not-to-exceed pricing structure set forth in the Agreement, and
		the Not-to-Exceed Amount shall be an amount equal to $                           
		  broken down as
		follows:
	 

	 
		 
	 

	 
			
				
				  Discipline/Description
				

			 	
				
				   
				

			 	
				
				  Hourly Rate
				  (Dollars/Hour)
				

			 	
				
				   
				

			 	
				
				  Estimated
				  Hours
				

			 	
				
				   
				

			 	
				
				  Amount
				  (Dollars)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Unit Price Structure:
		[Delete if not
		applicable]
	 

	 
		The Contract Price shall be
		subject to the unit pricing structure set forth in the Agreement, and the Unit
		Price Amount shall be broken down as follows:
	 

	 
		 
	 

	 
			
				
				  Description
				

			 	
				
				   
				

			 	
				
				  Unit Price
				  (Dollars/Unit)
				

			 	
				
				   
				

			 	
				
				  Estimated
				  Units
				

			 	
				
				   
				

			 	
				
				  Amount
				  (Dollars)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		37
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  4.0
				

			 	
				
				  REIMBURSABLE
				  EXPENSES
				

			 

 

	 
		Subject to the limitations set
		forth in the Agreement regarding Reimbursable Expenses, Company
		shall pay or reimburse Provider for Reimbursable Expenses
		reasonably incurred in connection with the Project as set forth in this
		Section. The Reimbursable Expenses shall be disbursed pursuant to the terms of
		the Agreement including the Reimbursement Expenses Disbursement Schedule
		attached hereto as Schedule 4.
	 

	 
		Lump Sum Pricing
		Structure: [Delete if not
		applicable]
	 

	 
		Reimbursable Expenses shall be
		subject to the lump sum pricing structure set forth in the Agreement, and the
		Lump Sum Amount for Reimbursable Expenses shall be an amount equal to
		$                           
		   broken down, for reference purposes only,
		as follows:
	 

	 
		 
	 

	 
			
				
				  Description of
				  Reimbursable Expenses
				

			 	
				
				   
				

			 	
				
				  Amount

				  (Dollars)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Not-To-Exceed Pricing
		Structure: [Delete if not
		applicable]
	 

	 
		Reimbursable Expenses shall be
		subject to the not-to-exceed pricing structure set forth in the Agreement, and
		the Not-to-Exceed Amount shall be an amount equal to $                     
		 broken down, for
		reference purposes only, as follows:
	 

	 
		 
	 

	 
			
				
				  Description
				

			 	
				
				   
				

			 	
				
				  Amount

				  (Dollars)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
			
				
				  5.0
				

			 	
				
				  SCHEDULE
				

			 

 

	 
		Unless otherwise specified in
		writing by Company, performance of the Services shall commence upon the Order
		Effective Date. Provider shall diligently perform the Services and complete
		such Services in accordance with the following Schedule:
	 

	 
		 
	 

	 
			
				
				  Phase/Activity
				

			 	
				
				   
				

			 	
				
				  Completion
				  Date
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		38
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Phase/Activity
				

			 	
				
				   
				

			 	
				
				  Completion
				  Date
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
			
				
				  6.0
				

			 	
				
				  DELIVERABLES
				

			 

 

	 
		Provider shall furnish to
		Company the Deliverables set forth in the Agreement including without
		limitation those listed in Schedule 2.
	 

	 
			
				
				  7.0
				

			 	
				
				  INVOICES
				

			 

 

	 
		In addition to Provider’s
		obligations specified in the Agreement, Provider shall submit copies of its
		invoices to Company at the following address:
	 

	 
		[Insert Name]
	 

	 
		[Insert Address]
	 

	 
		[Insert Address]
	 

	 
		Attention: __________________  
	 

	  

	 
			
				
				  8.0
				

			 	
				
				  KEY
				  PERSONNEL
				

			 

 

	 
		Provider’s Key Personnel
		instrumental in providing the Services for the Project are as follows:
	 

	 
		 
	 

	 
			
				
				  Title
				

			 	
				
				   
				

			 	
				
				  Name
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
			
				
				  9.0
				

			 	
				
				  COMMUNICATIONS
				

			 

 

	 
		In addition to other
		notification requirements set forth in the Agreement, all communications
		pursuant to or in connection with this Order must be in writing, referencing
		the Agreement number, this Order number, and delivered personally or sent by
		courier, certified mail (return receipt requested), or facsimile as set forth
		below. The effectiveness of such communications shall be governed by the
		requirements for notices set forth in the Agreement.
	 

	 
		If to Company:
	 

	 
		[Company]
	 

	 
		[Insert Address]
	 

	 
		[Insert Address]
	 

	 
		Attention:
		                                               
	 

	 
		Facsimile
		No.:                          
	 

	  

	 
		 
	 

	 
		 
	 

	 
		39
	 

	 
		 
	 



	 
	 

	 
	 
		If to Provider:
	 

	 
		[Provider]
	 

	 
		[Insert Address]
	 

	 
		[Insert Address]
	 

	 
		Attention:
		_________________
	 

	 
		Facsimile No.: _______________  
	 

	 
		IN WITNESS THEREOF, the
		authorized representatives of the Parties have executed this Order.
	 

	 
		 
	 

	 
			
				
				  [INSERT NAME OF
				  PROVIDER]
				

			 	
				
				   
				

			 	
				
				  [INSERT NAME OF
				  COMPANY]
				

			 
	
				
				  
 By: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				  Date:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		40
	 

	 
		 
	 



	 
	 

	 

	 
		ORDER
	 

	 
		SCHEDULE 1
	 

	 
		SCOPE OF SERVICES
	 

	 
			
				
				  1.
				

			 	
				
				  GENERAL
				  DESCRIPTION
				

			 

 

	 
			
				
				  1.1
				

			 	
				
				  General
				  Description. The Services
				  shall include without limitation the following:
				

			 

 

	 
			
				
				  1.2
				

			 	
				
				  Phases. The Services shall be divided into the following
				  phases:
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		41
	 

	 
		 
	 



	 
	 

	 

	 
		ORDER
	 

	 
		SCHEDULE 2
	 

	 
		DELIVERABLES
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		ORDER
	 

	 
		SCHEDULE 3
	 

	 
		CONTRACT PRICE DISBURSEMENT
		SCHEDULE
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		ORDER
	 

	 
		SCHEDULE 4
	 

	 
		REIMBURSABLE EXPENSES
		DISBURSEMENT SCHEDULE
	 

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		PRICING SCHEDULE
		APPENDIX
	 

	 
			
				
				  1.0
				

			 	
				
				  COST
				  MULTIPLIERS
				

			 

 

	 
		 
	 

	 
			 	
				
				   
				

			 	
				
				  Multiplier for Hourly
				  Rate Pricing Structure
				

			 	
				
				   
				

			 	
				
				  Multiplier for
				  Not-to-Exceed Pricing Structure
				

			 	
				
				   
				

			 
	
				
				  Invoiced
				  Amount
				

			 	
				
				   
				

			 	
				
				  Direct
				  Employees
				

			 	
				
				   
				

			 	
				
				  Contract
				  Employees
				

			 	
				
				   
				

			 	
				
				  Direct
				  Employees
				

			 	
				
				   
				

			 	
				
				  Contract
				  Employees
				

			 	
				
				   
				

			 
	
				
				  First $__________
				  invoiced in a year
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  From $_________
				  to $_________ invoiced in a year
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Greater than $_________
				  invoiced in a year
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Multipliers are determined
		based on the total dollar amount of all undisputed amounts for Services
		performed in the calendar year.
	 

	 
			
				
				  2.0
				

			 	
				
				  HOURLY
				  RATES
				

			 

 

	 
		 
	 

	 
			
				
				  Title
				

			 	
				
				   
				

			 	
				
				  Hourly Rate Range
				  (Dollars/Hour)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	

				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  3.0
				

			 	
				
				  UNIT
				  PRICES
				

			 

 

	 
		 
	 

	 
			
				
				  UNIT
				  DESCRIPTION
				

			 	
				
				   
				

			 	
				
				  PRICE PER
				  UNIT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		SOURCE CODE ESCROW
		APPENDIX
	 

	 
		No later than thirty (30) days
		after the Effective Date, Provider agrees to deposit with Lerner &
		Greenberg, P.A. (the “Escrow Agent”) located at 2445 Hollywood
		Boulevard, P.O. Box 2480, Hollywood, Florida 33020 a copy of the fully
		commented source code for all Software licensed hereunder, together with a copy
		of all flow charts, software specifications, programmer’s documentation
		and other documentation explaining the design, logic and/or flow of the
		Software (collectively, the “Source Code Materials”). Provider further agrees to deposit into such escrow,
		within five (5) business days of supplying to Company an Enhancement to the
		Software hereunder, an updated version of such Source Code Materials that
		incorporates such Enhancement. Company will be entitled to have the Source Code
		Materials delivered to Company from the escrow upon Company’s giving
		notice to the escrow agent in the event that any of the following
		occurs:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Provider’s failure
				  to carry out its maintenance, warranty, or support obligations with respect to
				  the Software and Enhancements in accordance with this Agreement;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  Provider’s
				  cessation of conducting business in the ordinary course; or
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  Existence of any one or
				  more of the following circumstances: (a) institution by Provider or against
				  Provider under any state or federal insolvency, bankruptcy, or similar law for
				  the purpose of Provider’s reorganization, bankruptcy, or liquidation; (b)
				  entry of an order for relief under Title 11 of the United States Code; (c) the
				  making by Provider of a general assignment for the benefit of creditors; or (d)
				  the appointment of a general receiver or trustee in bankruptcy of
				  Provider’s business or property.
				

			 

 

	 
		Provider hereby grants to
		Company a non-exclusive license to use, copy, and modify the Source Code
		Materials solely as necessary to maintain, enhance and support Company’s
		use of the Software and Enhancements for the permitted uses set forth in the
		Agreement, and to produce, through compilation or assembly, copies of the
		Software in object code form for use for such permitted uses, and to hire third
		parties to do any of the foregoing solely on Company’s behalf. Company
		agrees to maintain the Source Code Materials in confidence and not to disclose
		the same to any person or entity not directly involved in use of such materials
		for the permitted uses described in this paragraph, and Company agrees to
		exercise the same degree of care to avoid disclosure and unauthorized
		dissemination of the same as Company employs with respect to its own
		proprietary information.
	 

	 
		The Parties agree that this
		Appendix is an “agreement supplementary” to the Agreement within the
		meaning of 11 U.S.C. § 365(n)(1)(B), and that in the event a trustee in
		bankruptcy were to reject the Agreement, Company may elect to retain its rights
		under the Agreement and under this Appendix to receive and use the Source Code
		within the license granted above and in accordance with 11 U.S.C. §
		365(n).
	 

	 
		 
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		BACKGROUND CHECK
		CERTIFICATION FORM
	 

	 
		I,
		_____________________________________________ [PRINT YOUR NAME], on behalf of
		Provider, in connection with ________________________________________ [PRINT
		NAME OF PERSONNEL] (“Personnel”) to an assignment for Company, hereby
		certify that an investigation of Personnel’s background was performed
		within the last six months and that no information was discovered that would
		establish that Personnel is anything other than qualified, honest, trustworthy,
		reliable and non-violent. This investigation was successfully completed on
		_____________________, ____________, and included:
	 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Examination of
				  documents and record keeping required by the Immigration Reform and Control Act
				  of 1986, as amended from time to time, as well as the regulations promulgated
				  thereunder;
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Verification of
				  employment history for the past five (5) years;
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Verification of
				  educational records for the highest degree received;
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Check of Municipal and
				  Superior Court records in all counties of residence for the last seven (7)
				  years;
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Review of Department of
				  Motor Vehicle records (where assignment requires driving);
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Examination of the FDA
				  Debarment List, the FDA Restricted List, and the HHS-OIG Exclusion List;
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Credit check (where
				  assignment involves financial or monetary functions); and
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  All legally required
				  notification(s) to Personnel of his/her rights under local, state and federal
				  law, including, but not limited to the Fair Credit Reporting Act, as amended
				  from time to time, as well as the regulations promulgated thereunder, in
				  connection with the background investigation, and written authorization from
				  Personnel consenting to the performance and use of the background check.
				

			 

 

	 
		Provider has also performed
		within the last six months any and all other checks or investigations which it
		believes necessary to provide that Personnel is honest, trustworthy, reliable,
		non-violent and does not pose a risk to the health or safety of any and all
		Company staff members, children, other Provider personnel, visitors or invitees
		to Company premises, and/or Company property. Provider agrees that if requested
		by Company, it will provide documentation of all the notifications,
		examinations, verifications and checks described above.
	 

	 
		Failure to complete the
		Background Check as described herein may, at the sole discretion of Company,
		result in the removal of Personnel from the site. Any costs, delays or other
		expenses that accrue as a result of Contactor’s failure to comply with the
		requirements contained herein, shall be the sole responsibility of
		Provider.
	 

	 
		 
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		Provider warrants that the
		person signing this form is an authorized representative of Provider.
	 

	 
		 
	 

	 
			
				
				  Provider:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  (Company Name –
				  Please Print)
				

			 
	
				
				  By:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  (Signature)
				

			 
	
				
				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  (Please Print)
				

			 
	
				
				  Date:
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Send completed form
				  to:
				

			 	
				
				   
				

			 	
				
				  Amgen
				  Inc.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  One Amgen Center
				  Drive
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Thousand Oaks, CA
				  91320,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  ATTN: Security
				  Director, Mallstop 10-1-A
				

			 

 

	 
		If Provider is a sole
		proprietor, please contact Company Security at 447-1780 for details on
		completing the certification form.
	 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		Contract #
		SSLA-2005-40311
	 

	 
		IN WITNESS THEREOF, the
		authorized representatives of the Parties have executed this Agreement.
	 

	 
		 
	 

	 
			
				
				  STARLIMS
				  CORPORATION
				

			 	
				
				   
				

			 	
				
				   AMGEN INC. AND ITS SUBSIDIARIES
				

			 
	
				
				  By: 
				

			 	
				
				  
 /s/ 
				

			 	
				
				   
				

				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ 
				

			 
	
				
				  Name: 
				

			 	
				
				  
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  
				

			 
	
				
				  Title: 
				

			 	
				
				  C.O.O.
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Associates
				  Director
				

			 
	
				
				  Date: 
				

			 	
				
				  12/14/05
				

			 	
				
				   
				

			 	
				
				  Date: 
				

			 	
				
				  December 9, 2005
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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