Terms and Conditions 1. AGREEMENT – THE TERMS OF PAYMENT AND CONDITIONS OF CREDIT IF ANY EXTENDED TO CUSTOMER ARE PROVIDED BY EGROUP. THE TERMS OF BUSINESS GOVERNING THE RELATIONSHIP BETWEEN EGROUP AND CUSTOMER SHALL BE (I) THE TERMS AND CONDITIONS OF SALE & SERVICE ON THE EGROUP CREDIT APPLICATION; OR (II) THESE TERMS HEREIN, AND NO TERMS OFFERED BY CUSTOMER WILL PREVAIL, EXCEPT FOR THOSE SPECIFICALLY AGREED UPON, IN WRITING, BY BOTH PARTIES. THESE TERMS AND CONDITIONS OF SALE & SERVICE SHALL GOVERN ALL MATTERS BETWEEN THE PARTIES FOR THE DURATION OF THIS CONTRACT.
 2. PROFESSIONAL SERVICES ORDERS - CUSTOMER SHALL, UPON AND SUBJECT TO APPROVAL BY EGROUP, PURCHASE PROFESSIONAL SERVICES BY ISSUING A PURCHASE ORDER. EACH PURCHASE ORDER MUST BE SIGNED/SEALED, AS APPLICABLE, IF REQUESTED BY EGROUP, OR (IN THE CASE OF ELECTRONIC TRANSMISSION) SENT, BY AN AUTHORIZED REPRESENTATIVE, INDICATING THE SOW PROJECT NAME, SPECIFIC EGROUP PROFESSIONAL SERVICES, QUANTITY, TOTAL PURCHASE PRICE, BILL-TO AND SHIP-TO ADDRESSES, AND ANY OTHER SPECIAL INSTRUCTIONS. NO CONTINGENCY CONTAINED ON ANY PURCHASE ORDER SHALL BE BINDING UPON EGROUP. THE TERMS OF THIS AGREEMENT SHALL APPLY, REGARDLESS OF ANY ADDITIONAL OR CONFLICTING TERMS ON ANY PURCHASE ORDER OR OTHER CORRESPONDENCE OR DOCUMENTATION SUBMITTED BY CUSTOMER TO EGROUP, AND ANY SUCH ADDITIONAL OR CONFLICTING TERMS ARE DEEMED REJECTED BY EGROUP. 3. PROFESSIONAL SERVICES – DESCRIPTIONS AND STATEMENTS OF WORK. a. PROFESSIONAL SERVICES WILL BE PROVIDED BY EGROUP PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. EGROUP MAY USE SUBCONTRACTORS (UNDER SEPARATE CONTRACT TO EGROUP) TO PERFORM THE SERVICES, OR PORTION(S) THEREOF. b. EGROUP WILL NOT PROCEED WITH PERFORMING SOW-BASED PROFESSIONAL SERVICES UNTIL BOTH CUSTOMER AND EGROUP HAVE SIGNED THE APPLICABLE SOW. EACH SOW, ONCE SIGNED BY BOTH PARTIES, WILL BECOME A PART OF THIS AGREEMENT. EACH SOW WILL MINIMALLY INCLUDE: i. A DESCRIPTION OF EACH PARTY’S OBLIGATIONS. ii. AN ESTIMATED PERFORMANCE SCHEDULE, INCLUDING MILESTONES, WHEN APPLICABLE. iii. COMPLETION CRITERIA THAT EGROUP WILL MEET TO FULFILL ITS OBLIGATIONS UNDER THE SOW; AND iv. IDENTIFICATION OF PRIMARY CONTACTS FOR EGROUP AND CUSTOMER. c. SOWS MAY ONLY BE AMENDED BY A WRITTEN DOCUMENT SIGNED BY EACH PARTY’S AUTHORIZED REPRESENTATIVE, AND PER THE CHANGE MANAGEMENT PROCEDURES SET FORTH THEREIN. d. THE APPLICABLE SOW(S) AND/OR SUPPORT AGREEMENT(S) EXCLUSIVELY DEFINE THE SCOPE OF THE PROFESSIONAL SERVICES THAT EGROUP SHALL PROVIDE TO CUSTOMER. TO THE EXTENT THERE IS A CONFLICT BETWEEN THE TERMS OF A SOW OR SUPPORT AGREEMENT DESCRIPTION AND THIS AGREEMENT, THE TERMS OF THIS AGREEMENT CONTROL, UNLESS EXPLICITLY STATED OTHERWISE IN THE SOW. 4. PROFESSIONAL SERVICES PRICING a. PRICES FOR PROFESSIONAL SERVICES WILL BE SPECIFIED IN ONE OF THE FOLLOWING, AS APPLICABLE TO THE PROFESSIONAL SERVICES TO BE PROVIDED: i. THOSE SPECIFIED IN EGROUP’S THEN-CURRENT PRICE LIST, LESS ANY APPLICABLE DISCOUNT AT THE TIME OF EGROUP’S ACCEPTANCE OF CUSTOMER’S PURCHASE ORDER. ii. THOSE SPECIFIED IN A WRITTEN PRICE QUOTATION SUBMITTED BY EGROUP, OR iii. THOSE SPECIFIED IN THE SOW: OR iv. THOSE CONTRACTED OUTSIDE THE SCOPE OF THE CONTRACT (EX. OUTSIDE BUSINESS HOURS OR WEEKENDS) 1. PREMIUM RATES OUTSIDE NORMAL BUSINESS HOURS DURING THE BUSINESS WEEK WILL BE BILLED AT ONE AND ONE-HALF TIMES THE AGREED UPON LABOR RATE. 2. PREMIUM RATES ON WEEKENDS AND US HOLIDAYS WILL BE BILLED AT TWICE THE AGREED UPON LABOR RATE. b. ALL PRICES ARE EXCLUSIVE OF ANY TAXES, FEES, DUTIES OR OTHER APPLICABLE AMOUNTS. CUSTOMER SHALL PAY THE TAXES RELATED TO PROFESSIONAL SERVICES PURCHASED PURSUANT TO THIS AGREEMENT, OR CUSTOMER SHALL PRESENT AN EXEMPTION CERTIFICATE ACCEPTABLE TO THE TAXING AUTHORITIES. APPLICABLE TAXES, IF ANY, WILL BE BILLED AS A SEPARATE ITEM ON THE INVOICE. EGROUP RESERVES THE RIGHT TO INCREASE THE PROFESSIONAL SERVICE FEE IN THE EVENT CUSTOMER DETERMINES ANY WITHHOLDING TAX OBLIGATION PREVENTS EGROUP FROM RECEIVING THE SPECIFIED PRICES FOR SUCH PROFESSIONAL SERVICES PURSUANT TO SECTION 4(A) ABOVE. 5. PROFESSIONAL SERVICES PAYMENT AND INVOICING a. PAYMENT. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL AND, SUBJECT THERETO, PAYMENT TERMS ARE NET 30 DAYS. ANY SUM NOT PAID BY CUSTOMER WITHIN SIXTY (60) DAYS FROM THE DATE OF THE INVOICE WILL BEAR INTEREST FROM THE DATE OF TH INVOICE UNTIL PAID AT A RATE OF: (I) TEN (10) PER CENT PER ANNUM OR (II) THE MAXIMUM RATE PERMITTED BY LAW, WHICHEVER IS LESS. b. INVOICING. AS SET FORTH BELOW, EGROUP WILL INVOICE CUSTOMER DEPENDING ON THE TYPE OF PROFESSIONAL SERVICES: i. EGROUP SERVICE DESCRIPTION-BASED PROFESSIONAL SERVICES INVOICING. UNLESS OTHERWISE AGREED BY THE PARTIES, EGROUP WILL INVOICE PROFESSIONAL SERVICES PERFORMED UNDER AN PROFESSIONAL SERVICE DESCRIPTION IN ADVANCE OF PERFORMANCE OF SUCH PROFESSIONAL SERVICES. ii. SOW-BASED PROFESSIONAL SERVICES INVOICING. EGROUP WILL INVOICE CUSTOMER UPON COMPLETION OF EACH MILESTONE AS DEFINED IN THE SOW, PER THE SOW’S MILESTONE SCHEDULE. INVOICES MAY CONTAIN MULTIPLE MILESTONES. THE SOW MILESTONE SCHEDULE SUPERSEDES ANY MILESTONES IDENTIFIED IN A PURCHASE ORDER; NEVERTHELESS, UNLESS OTHERWISE MUTUALLY AGREED UPON VIA A CHANGE MANAGEMENT PROCEDURE, THE TOTAL INVOICED AMOUNTS FOR SOW MILESTONES SHALL NOT EXCEED THE TOTAL AMOUNT OF CUSTOMER’S PURCHASE ORDER. IF A SOW DOES NOT CONTAIN A MILESTONE SCHEDULE, EGROUP WILL INVOICE PROFESSIONAL SERVICES PERFORMED UNDER SUCH SOW AS SET FORTH IN SUCH SOW. 6. TERM AND TERMINATION. a. THE TERM OF THIS AGREEMENT WILL COMMENCE ON THE DATE UPON WHICH THIS AGREEMENT IS ACCEPTED (THE “EFFECTIVE DATE”) AND WILL CONTINUE INDEFINITELY, UNTIL EITHER PARTY GIVES NOTICE TO THE OTHER OF ITS INTENT TO TERMINATE THIS AGREEMENT AS PROVIDED HEREIN. b. THE TERM OF EACH NON-SOW BASED PROFESSIONAL SERVICE WILL COMMENCE ON THE DATE SPECIFIED IN THE ASSOCIATED PURCHASE ORDER AND CONTINUE: (I) UNTIL COMPLETION OF THE SPECIFIED PROFESSIONAL SERVICE IN THE EVENT A MILESTONE CERTIFICATION OF COMPLETION (MCC) IS NOT REQUIRED; OR (II) UNTIL THE MCC HAS BEEN SIGNED OFF BY CUSTOMER IN THE EVENT A MCC IS REQUIRED. c. THE TERM OF EACH SOW WILL COMMENCE ON LAST DATE OF SIGNATURE OF THE SOW AND CONTINUE UNTIL LAST MILESTONE COMPLETION, UNLESS OTHERWISE SPECIFIED IN THE SOW. d. EGROUP SHALL HAVE A LEAD-TIME OF UP TO THIRTY (30) DAYS FROM ACCEPTANCE OF PURCHASE ORDER FOR SCHEDULING OF PROFESSIONAL SERVICES. e. THIS AGREEMENT, AND ANY PROFESSIONAL SERVICES BEING PERFORMED HEREUNDER, MAY BE TERMINATED IMMEDIATELY BY EITHER PARTY UPON WRITTEN NOTICE: i. IF THE OTHER PARTY BREACHES ANY OF THE MATERIAL PROVISIONS OF THIS AGREEMENT AND THE BREACH IS NOT CAPABLE OF BEING CURED OR AFTER PROVIDING THIRTY (30) DAYS WRITTEN NOTICE TO THE BREACHING PARTY IF THE BREACHING PARTY FAILS TO CURE SUCH BREACH WITHIN SUCH PERIOD. ii. IF THE OTHER PARTY: CEASES, OR THREATENS TO CEASE TO CARRY ON BUSINESS AS A GOING CONCERN; OR BECOMES OR MAY BECOME THE OBJECT OF THE INSTITUTION OF VOLUNTARY OR INVOLUNTARY PROCEEDINGS IN BANKRUPTCY OR LIQUIDATION, OR A RECEIVER OR SIMILAR OFFICER IS APPOINTED WITH RESPECT TO THE WHOLE OR A SUBSTANTIAL PART OF ITS ASSETS; OR AN EVENT SIMILAR TO ANY OF THE FOREGOING OCCURS UNDER APPLICABLE LAW; OR iii. IF, EXCEPT AS PROVIDED BELOW, EITHER PARTY ASSIGNS (BY OPERATION OF LAW OR OTHERWISE, INCLUDING MERGER) OR TRANSFERS ANY OF THE RIGHTS OR RESPONSIBILITIES GRANTED UNDER THIS AGREEMENT, ANY SUPPORT AGREEMENT, OR ANY SOW, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, OR IN THE EVENT OF A SALE OF ALL OR SUBSTANTIALLY ALL OF SUCH PARTY’S ASSETS, OR TRANSFER OF A CONTROLLING INTEREST IN SUCH PARTY TO AN UNAFFILIATED THIRD PARTY. NOTWITHSTANDING THE FOREGOING: EGROUP RESERVES THE RIGHT TO SUBCONTRACT PROFESSIONAL SERVICES TO ANY AFFILIATE OR THIRD-PARTY ORGANIZATION TO PROVIDE PROFESSIONAL SERVICES TO CUSTOMER, AND EGROUP MAY ASSIGN THIS AGREEMENT OR ALL OR ANY PORTION OF ITS RIGHTS AND OBLIGATIONS HEREUNDER, TO ANY AFFILIATE OF EGROUP. f. IF PROFESSIONAL SERVICES FEES ARE NOT PAID WHEN DUE AND PAYMENT HAS NOT BEEN RECEIVED WITHIN THIRTY (30) DAYS AFTER NOTICE FROM EGROUP OF SUCH PAST DUE PAYMENT, EGROUP MAY WITHHOLD THE PROVISION OF PROFESSIONAL SERVICES UNTIL ALL AMOUNTS PAST DUE ARE PAID IN FULL, AND/OR IMMEDIATELY TERMINATE THIS AGREEMENT OR ANY PROFESSIONAL SERVICES PROVIDED HEREUNDER. g. EGROUP RESERVES THE RIGHT TO CHANGE THE SCOPE AND CONTENT OF ANY OF THE PROFESSIONAL SERVICES UPON NINETY (90) DAYS PRIOR NOTICE. SUCH CHANGES WILL BECOME EFFECTIVE UPON CUSTOMER’S RENEWAL OF THE APPLICABLE PROFESSIONAL SERVICES. h. IF, FOLLOWING TERMINATION OF THIS AGREEMENT, CUSTOMER PLACES PURCHASE ORDERS AND EGROUP ACCEPTS SUCH PURCHASE ORDERS, THEN ANY SUCH PURCHASE ORDERS WILL BE GOVERNED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT NOTWITHSTANDING THE EARLIER TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT ACCEPTANCE BY EGROUP OF ANY SUCH PURCHASE ORDER WILL NOT BE CONSIDERED A RENEWAL OF THIS AGREEMENT. i. EACH PROFESSIONAL SERVICE PROVIDED HEREUNDER WILL TERMINATE IMMEDIATELY UPON TERMINATION OF THIS AGREEMENT, UNLESS OTHERWISE AGREED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, THE PARTIES’ ONGOING OBLIGATIONS UNDER ANY NON- TERMINATED SOWS WILL CONTINUE THROUGH THE END OF THEIR DEFINED TERM, UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING. j. UPON TERMINATION OF THIS AGREEMENT OR ANY PROFESSIONAL SERVICES, CUSTOMER SHALL PAY EGROUP FOR ALL WORK EGROUP HAS PERFORMED UP TO THE EFFECTIVE DATE OF TERMINATION AT THE AGREED UPON PRICES, FEES AND EXPENSE REIMBURSEMENT RATES. 7. DEPOSIT, PURCHASE & PAYMENT – EGROUP RESERVES THE RIGHT TO CHARGE A DEPOSIT FOR PAYMENT ON ANY CUSTOMER ORDER. WHEN CUSTOMER HAS REQUESTED EGROUP PROCURE ITEM(S) OR PROVIDE SERVICE(S), WHETHER BY ORAL, TELEPHONIC, ELECTRONIC, WRITTEN OR OTHER MEANS, THEN CUSTOMER’S ACCEPTANCE OF (I) ANY ITEM(S) DELIVERED; OR (II) ANY SERVICE(S) PERFORMED CONSTITUTES AGREEMENT BY CUSTOMER TO MAKE FULL PAYMENT FOR ANY INVOICE(S) PRESENTED FOR ABOVE SAID ITEM(S) AND SERVICE(S). EGROUP RESERVES THE RIGHT TO INVOICE CUSTOMER UPON AND FOR EACH SERVICE RENDERED OR PRODUCT DELIVERED, WHERE DELIVERY IS FOB SHIPPING FROM THE DISTRIBUTOR. CUSTOMER CANNOT REFUSE TO MAKE PAYMENT FOR PARTIAL DELIVERY OF SERVICES OR PRODUCTS. CUSTOMER SHALL PAY ALL CHARGES ON TERMS ESTABLISHED BY EGROUP INCLUDING REASONABLE CHARGES FOR SHIPPING, HANDLING AND INSURANCE ON ANY PRODUCTS DELIVERED. 8. RETURNS – NO ITEM WILL BE ACCEPTED FOR RETURN WITHOUT A VALID RETURN NUMBER. DUE TO MANUFACTURERS’ RESTRICTIONS, EGROUP RESERVES THE RIGHT TO REFUSE A PRODUCT FOR RETURN. CERTAIN ITEMS SUCH AS SOFTWARE, SPECIAL ORDERS AND DISCONTINUED PRODUCTS ARE SOLD “AS IS” AND CANNOT BE RETURNED. IF A RETURNED PRODUCT IS NOT DEFECTIVE, EGROUP RESERVES THE RIGHT TO ASSESS A RESTOCKING CHARGE. FINAL ACCEPTANCE OF THE RETURN IS CONDITIONAL UPON RECEIPT OF THE PRODUCT IN “LIKE NEW” CONDITION WITH ALL PARTS, PACKING MATERIALS AND DOCUMENTATION INTACT. EGROUP RESERVES THE RIGHT TO REFUSE A RETURN WHICH IS NOT IN “LIKE NEW” CONDITION. COD SHIPMENTS WILL BE REFUSED. 9. DISPUTED CHARGES – WRITTEN NOTICE OF ANY DISPUTED CHARGE MUST BE RECEIVED BY EGROUP WITHIN 20 DAYS OF THE DATE OF ISSUANCE OF THE INVOICE IN QUESTION OR CUSTOMER FORFEITS THE RIGHT TO DISPUTE THE CHARGE. THIS NOTICE MUST INCLUDE THE INVOICE NUMBER IN DISPUTE, THE ITEM(S) AND AMOUNT(S) DISPUTED AND A COMPLETE DESCRIPTION OF THE BASIS FOR CUSTOMER WITHHOLDING PAYMENT. NOTICE OF ANY DISPUTED CHARGE DOES NOT RELEASE CUSTOMER FROM THE OBLIGATION OF PAYING ANY REMAINING BALANCE OF THE INVOICE UNDER THE TERMS SPECIFIED. UPON RESOLUTION OF THE DISPUTED CHARGE, EGROUP WILL ISSUE A CREDIT MEMO OR CUSTOMER WILL PAY THE TOTAL AMOUNT OUTSTANDING REFERENCED BY THE DISPUTE. ANY DISPUTED CHARGE RESOLVED IN EGROUP’S FAVOR SHALL BE LIABLE TO ACCRUE LATE PAYMENT FEES BASED ON THE TERMS OF PURCHASE. 10. LATE PAYMENT – IF CUSTOMER FAILS TO PAY AN INVOICE WITHIN SIXTY (60) DAYS FROM THE DATE OF THE INVOICE, THE CUSTOMER WILL INCUR LATE FEES FROM THE DATE OF THE INVOICE AT A RATE OF: (I) TEN (10) PER CENT PER ANNUM OR (II) THE MAXIMUM RATE PERMITTED BY LAW, WHICHEVER IS LESS UNTIL THE PAYMENT DATE OR UNTIL THREE CONSECUTIVE MONTHS OF LATE FEES HAVE BEEN ASSESSED AGAINST THE OUTSTANDING BALANCE. IF PAYMENT HAS NOT BEEN RECEIVED WITHIN THE THREE-MONTH LATE FEE PERIOD AFTER THE DUE DATE, EGROUP WILL HAVE NO OTHER OPTION BUT TO UNDERTAKE COLLECTION AND ENFORCEMENT EFFORTS. IF COLLECTION AND ENFORCEMENT EFFORTS ARE UNDERTAKEN BY EGROUP, CUSTOMER SHALL BE LIABLE FOR ALL COSTS THEREOF, INCLUDING REASONABLE FEES. IF CUSTOMER IS IN ARREARS ON ANY INVOICE, EGROUP MAY, ON GIVING NOTICE, APPLY ANY DEPOSIT THERETO AND WITHHOLD OR CANCEL FURTHER PERFORMANCE OF SERVICES OR DELIVERY OF PRODUCTS UNTIL ALL ARREARAGES ARE BROUGHT CURRENT. 11. TAXES – ALL SALES, USE, EXCISE AND PERSONAL PROPERTY TAXES; TARIFFS; AND OTHER GOVERNMENTAL CHARGES SHALL BE PAID BY CUSTOMER AND ARE CUSTOMER’S RESPONSIBILITY EXCEPT AS EXPRESSLY LIMITED BY LAW. A VALID TAX EXEMPTION CERTIFICATE MUST SUPPORT EXCEPTION TO THIS PROVISION AND BE ON FILE WITH EGROUP. CUSTOMER HOLDS EGROUP HARMLESS FROM PAYING SUCH TAXES AND CHARGES ON CUSTOMER’S BEHALF.
 12. SECURITY INTEREST & SELLERS OPTION
 a. FOR AND IN CONSIDERATION OF THE GRANTING OF TERMS TO CUSTOMER, BY EGROUP, CUSTOMER HEREBY GRANTS TO EGROUP A SECURITY INTEREST IN ANY AND ALL EQUIPMENT, PURCHASED BY CUSTOMER FROM EGROUP TO SECURE
ALL OBLIGATIONS OF CUSTOMER TO EGROUP, INCLUDING BUT NOT LIMITED TO ANY OBLIGATION OF PAYMENT. THE SECURITY INTEREST GRANTED TO EGROUP SHALL ALSO COVER ALL PROPERTY OF THE SAME CHARACTER AS THAT COVERED BY THIS SECURITY AGREEMENT THAT THE CUSTOMER MAY LATER ACQUIRE AT ANY TIME UNTIL THE TERMINATION OF THIS SECURITY AGREEMENT. CUSTOMER AGREES THAT IN THE EVENT OF DEFAULT IN ANY PAYMENT AND FAILURE TO CURE SAME WITHIN A REASONABLE TIME, EGROUP SHALL HAVE, IN ADDITION TO ITS RIGHTS UNDER THE LAW, THE RIGHT TO REPOSSESS SUCH GOODS WITHOUT FURTHER OPERATION OF LAW AND WITHOUT NOTICE TO CUSTOMER. CUSTOMER FURTHER AGREES TO EXECUTE ANY ADDITIONAL DOCUMENTS NECESSARY TO PERFECT OR CONTINUE THE SECURITY INTEREST CREATED BY THIS AGREEMENT. b. EGROUP MAY, AT ITS SOLE OPTION, WITHHOLD DELIVERY OF ALL OR ANY PART OF ANY ORDER OR CANCEL THE ORDER IF AT ANY TIME CUSTOMER’S ACCOUNT WITH EGROUP IS IN ARREARS. IF AT ANY TIME, CUSTOMER IS IN ARREARS ON ACCOUNT, EGROUP MAY THEN CANCEL THIS AGREEMENT AND SEEK REDRESS FOR DAMAGES, INCLUDING LOST PROFITS, OFFSETTING ANY DEPOSIT THERE AGAINST, AND FURTHER RECOVER ITS COSTS INCLUDING REASONABLE ATTORNEY FEES. 13. WORK PERFORMED – EGROUP IS NOT RESPONSIBLE FOR CUSTOMER’S LOSS OF DATA. CUSTOMER IS RESPONSIBLE FOR MAINTAINING CURRENT BACKUPS OF ALL DATA. ANY WARRANTY OR SERVICE CONTRACT DOES NOT COVER INFECTION OF ANY CUSTOMER SYSTEM WITH A VIRUS. ALL WORK NECESSARY FOR EGROUP TO REMOVE A VIRUS WILL BE BILLED TO CUSTOMER. WORK PERFORMED UNDER A SERVICE CONTRACT IS GOVERNED BY THE TERMS OF SAID SERVICE CONTRACT IN ADDITION TO THESE TERMS AND CONDITIONS OF SALE AND SERVICE.
 14. DISCLAIMER OF WARRANTIES – THE WARRANTY PROVIDED BY EGROUP IS SPECIFICALLY LIMITED TO WHAT IS DESCRIBED HEREIN. NO OTHER WARRANTY, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) IS MADE BY EGROUP, AND NONE SHALL BE IMPUTED OR PRESUMED.
 15. FORCE MAJEURE – EGROUP MAY, WITHOUT LIABILITY, DELAY PERFORMANCE OR CANCEL THIS AGREEMENT ON ACCOUNT OF FORCE MAJEURE OR OTHER CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, STRIKES, ACTS OF GOD, POLITICAL UNREST, EMBARGO, FAILURE OF SOURCE OF SUPPLY, OR CASUALTY.
 16. LIMITATION OF LIABILITY – EGROUP’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), UNDER ANY WARRANTY, OR OTHERWISE, IS ABSOLUTELY LIMITED TO CORRECTION OF ANY NONCONFORMITIES IN ANY SERVICES, OR REFUND OF THE PURCHASE PRICE, OR REFUND OF SPECIFIC AMOUNTS PAID FOR PRODUCTS OR SERVICES WHICH FAIL TO CONFORM, AT EGROUP’S SOLE OPTION AND THE AGGREGATE AMOUNT THEREOF FOR ALL CLAIMS RELATING TO ANY PARTICULAR PRODUCT OR SERVICE SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO EGROUP UNDER THIS AGREEMENT FOR THE PARTICULAR PROJECT WHICH GIVES RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL EGROUP BE LIABLE FOR ANY INDIRECT, GENERAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFITS, LOST SAVINGS, LOSS OF DATA OR LOSS OF USE), EVEN IF EGROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN SUCH DAMAGES, NOR FOR ANY CLAIMS ARISING FROM CUSTOMER’S USE OR TRANSFER OF ANY SERVICES SOLD HEREUNDER. NO ACTION, REGARDLESS OF THE FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION. THE PRICING OF ALL SERVICES AND THE TERMS AND CONDITIONS OF ALL SALES ARE BASED UPON THIS LIMITATION OF LIABILITY. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TERMINATION OF THIS AGREEMENT.
 17. WARRANTY a. WITH RESPECT TO SERVICES PERFORMED BY EGROUP, IT WARRANTS TO CUSTOMER, UNLESS OTHERWISE SPECIFIED IN WRITING, THAT THE SERVICES AS AND WHEN DELIVERED OR RENDERED, WILL CONFORM TO THE STANDARD OF CARE EXHIBITED BY REASONABLY SKILLED CONTRACTORS IN THE INDUSTRY (NETWORK SYSTEMS INTEGRATION). CUSTOMER SHALL NOTIFY EGROUP IN WRITING WITHIN THIRTY (30) DAYS AFTER COMPLETION OF THE SERVICES IN QUESTION WHEN ANY OF THE SERVICES FAIL TO CONFORM TO THE STANDARD OF CARE SET FORTH IN THIS AGREEMENT. THE PASSAGE OF THE THIRTY (30) DAY PERIOD AFTER COMPLETION OF THE SERVICES WITHOUT THE NOTIFICATION DESCRIBED HEREIN SHALL CONSTITUTE CUSTOMER’S FINAL ACCEPTANCE OF THE SERVICES. b. WITH RESPECT TO PARTICULAR PRODUCTS MANUFACTURED OR SUPPLIED BY THIRD PARTIES TO EGROUP FOR RESALE TO CUSTOMER, EGROUP MAKES NO WARRANTIES OF ANY KIND IN ADDITION TO OR EXCEEDING THE WARRANTY SUPPLIED OR OFFERED BY THE RESPECTIVE MANUFACTURER OR SUPPLIER, WHICH SHALL BE TRANSFERRED OR ASSIGNED TO CUSTOMER, AND CUSTOMER’S RECOVERY IS LIMITED TO RECOVERY AGAINST SUCH MANUFACTURER OR SUPPLIER FOR BREACH OF ANY APPLICABLE WARRANTIES OF MANUFACTURER OR SUPPLIER. IN THE EVENT OF A CLAIM BY CUSTOMER FOR BREACH OF PRODUCT WARRANTY, EGROUP MUST FOLLOW THE WARRANTY POLICY ESTABLISHED BY THE MANUFACTURER. THIS POLICY MAY REQUIRE RETURN OF THE WARRANTED ITEM TO THE MANUFACTURER FOR REPAIR. AT CUSTOMER’S REQUEST, EGROUP AGREES TO TAKE ALL ACTIONS REASONABLY NECESSARY OR APPROPRIATE TO SECURE CUSTOMER’S RIGHTS AND TO PROTECT ITS INTERESTS UNDER SUCH THIRD-PARTY WARRANTIES. WORK PERFORMED BY EGROUP, NOT COVERED BY PRODUCT WARRANTY, WILL BE BILLED TO CUSTOMER AT THE APPLICABLE EGROUP RATE. 18. NO HIRE – DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE END OF THIS AGREEMENT, CUSTOMER SHALL NOT (I) OFFER EMPLOYMENT TO ANY EMPLOYEE OF EGROUP; (II) ATTEMPT TO DIRECTLY OR INDIRECTLY INDUCE ANY EMPLOYEE OF EGROUP TO TERMINATE HIS OR HER EMPLOYMENT; OR (III) OFFER EMPLOYMENT TO A FORMER EMPLOYEE OF EGROUP FOR THE TWELVE-MONTH PERIOD IMMEDIATELY FOLLOWING THE FORMER EM- PLOYEE’S TERMINATION. IN THE EVENT OF A BREACH OF THIS SECTION, MONEY OR DAMAGES MAY NOT BE AN ADEQUATE REMEDY, AND, THEREFORE, IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDIES, EGROUP SHALL BE ENTITLED TO SEEK AN INJUNCTION AGAINST SUCH BREACH. THE OBLIGATIONS SET FORTH IN THIS SECTION ARE INDEPENDENT COVENANTS AND SHALL CONTINUE AFTER THIS CONTRACT IS ENDED.
 19. ENTIRE AGREEMENT – THIS AGREEMENT (I) CONSTITUTES THE ENTIRE AGREEMENT ON THIS SUBJECT BETWEEN THE PARTIES AND SUPERSEDES AND MERGES ANY AND ALL PRIOR DISCUSSIONS, REPRESENTATIONS, DEMONSTRATIONS, NEGO- TIATIONS, CORRESPONDENCE, WRITINGS AND OTHER AGREEMENTS AND TOGETHER STATES THE ENTIRE UNDERSTANDING AND AGREEMENT UPON WHICH EGROUP AND CUSTOMER RELY RESPECTING THE SUBJECT MATTER OF THIS AGREEMENT AND (II) MAY BE AMENDED OR MODIFIED ONLY IN A WRITING AGREED TO AND SIGNED BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES. 20. ARBITRATION – EXCEPT TO THE EXTENT NOT PREEMPTED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §1 ET SEQ. (1970), ANY CLAIM OR CONTROVERSY ARISING OUT OF, OR RELATING TO, ANY PROVISION OF THIS CONTRACT, OR THE BREACH THEREOF, SHALL UPON WRITTEN DEMAND OF ANY PARTY, BE SETTLED BY THREE (3) ARBITRATORS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION, TO THE EXTENT CONSISTENT WITH THE LAWS OF THE STATE OF SOUTH CAROLINA AND THE UNIFORM ARBITRATION ACT, S.C. CODE §15-48-10, ET SEQ., (LAW. CO-OP. 1976, AS AMENDED).
 21. GENERAL PROVISIONS – THIS AGREEMENT AND THE PERFORMANCE OF ANY OBLIGATION HEREUNDER MAY NOT BE ASSIGNED, DELEGATED OR OTHERWISE TRANSFERRED BY CUSTOMER WITHOUT THE PRIOR WRITTEN CONSENT OF EGROUP. IF ANY PROVISION OF THIS AGREEMENT IS FOUND BY ANY COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE OTHER PROVISIONS OF THIS CONTRACT, AND ALL PROVISIONS NOT AFFECTED BY SUCH INVALIDITY SHALL REMAIN IN FULL FORCE AND EFFECT. IT IS THE INTENT OF THE PARTIES TO ACKNOWLEDGE AND AGREE THAT A COURT CAN BLUE PENCIL OR STRIKE THROUGH ANY PORTIONS OF THIS AGREEMENT THAT ARE DEEMED BY A COURT TO BE UNENFORCEABLE. THE WAIVER BY EITHER PARTY OF A BREACH OR DEFAULT IN ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE OTHER PARTY SHALL NOT BE CONSTRUED AS A WAIVER OF ANY SUCCEEDING BREACH OF THE SAME OR OTHER PROVISIONS; NOR SHALL ANY DELAY OR OMISSION ON THE PART OF EITHER PARTY TO EXERCISE OR AVAIL ITSELF OF ANY RIGHT, POWER OR PRIVILEGE THAT IT HAS OR MAY HAVE HEREUNDER OPERATE AS A WAIVER OF ANY BREACH OR DEFAULT BY THE OTHER PARTY. THIS AGREEMENT AND ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. THE FEDERAL AND STATE COURTS WITHIN THE STATE OF SOUTH CAROLINA SHALL HAVE EXCLUSIVE JURISDICTION TO ADJUDICATE ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT.
 22. CONFIDENTIALITY- THE PARTIES MAY DISCLOSE, OR MAY HAVE DISCLOSED, TO EACH OTHER, BOTH ORALLY AND IN WRITING OR IN OTHER TANGIBLE FORM, CERTAIN CONFIDENTIAL INFORMATION WITH RESPECT TO EGROUP’S BUSINESS, AS WELL AS THE SERVICES PROVIDED UNDER THIS AGREEMENT. THE PARTIES HEREBY AGREE TO KEEP SUCH INFORMATION AND THE TERMS OF THIS AGREEMENT CONFIDENTIAL. THE PARTIES SHALL NOT DISCLOSE TO ANY OTHER PERSON (EXCEPT FOR LEGAL, TAX AND FINANCIAL ADVISORS) ANY INFORMATION RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER AND SHALL TREAT AS CONFIDENTIAL ALL INFORMATION AND DOCUMENTS RELATING HERETO.
 a. NOTWITHSTANDING THE ABOVE, EGROUP SHALL BE AUTHORIZED TO DISCLOSE CUSTOMER’S CONFIDENTIAL INFORMATION TO SUBCONTRACTORS, CONTRACTORS OR EMPLOYEES OF A EGROUP ENTITY WHO HAVE A LEGITIMATE BUSINESS NEED TO HAVE ACCESS TO SUCH INFORMATION. THE RECEIVING PARTY SHALL IMMEDIATELY RETURN TO THE DISCLOSING PARTY ALL CONFIDENTIAL INFORMATION (INCLUDING COPIES THEREOF) IN THE RECEIVING PARTY’S POSSESSION, CUSTODY, OR CONTROL UPON TERMINATION AT ANY TIME AND FOR ANY REASON OF THIS AGREEMENT. THE OBLIGATIONS OF CONFIDENTIALITY DO NOT APPLY TO INFORMATION WHICH: (I) HAS ENTERED THE PUBLIC DOMAIN, EXCEPT WHERE SUCH ENTRY IS THE RESULT OF THE RECEIVING PARTY’S BREACH OF THIS AGREEMENT; (II) PRIOR TO DISCLOSURE HEREUNDER WAS ALREADY RIGHTFULLY IN THE RECEIVING PARTY’S POSSESSION; OR (III) SUBSEQUENT TO DISCLOSURE HEREUNDER IS OBTAINED BY THE RECEIVING PARTY ON A NON-CONFIDENTIAL BASIS FROM A THIRD PARTY WHO HAS THE RIGHT TO DISCLOSE SUCH INFORMATION TO THE RECEIVING PARTY. THE RECEIVING PARTY WILL BE AUTHORIZED TO DISCLOSE CONFIDENTIAL INFORMATION PURSUANT TO A VALID ORDER ISSUED BY A COURT, GOVERNMENT AGENCY OR RELEVANT REGULATORY AUTHORITY (INCLUDING A STOCK EXCHANGE), PROVIDED THAT THE RECEIVING PARTY PROVIDES WHERE PRACTICABLE: (I) PRIOR WRITTEN NOTICE TO THE DISCLOSING PARTY OF SUCH OBLIGATION AND (II) THE OPPORTUNITY TO OPPOSE SUCH DISCLOSURE. b. NEITHER PARTY MAY DISCLOSE, ADVERTISE, OR PUBLISH THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY. ANY PRESS RELEASE OR PUBLICATION REGARDING THIS AGREEMENT IS SUBJECT TO PRIOR REVIEW AND WRITTEN APPROVAL OF THE PARTIES. 23. OWNERSHIP a. EACH PARTY WILL RETAIN THE EXCLUSIVE OWNERSHIP OF ALL OF ITS PRE-EXISTING INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND MATERIALS, INCLUDING, WITHOUT LIMITATION, PROPRIETARY IDEAS, SKETCHES, DIAGRAMS, TEXT, KNOW-HOW, CONCEPTS, PROOFS OF CONCEPTS, ARTWORK, SOFTWARE, ALGORITHMS, METHODS, PROCESSES, IDENTIFIER CODES OR OTHER TECHNOLOGY THAT ARE OWNED BY A PARTY PRIOR TO COMMENCEMENT OF ANY PROFESSIONAL SERVICES HEREUNDER, OR THAT ARE OTHERWISE DEVELOPED BY OR FOR SUCH PARTY OUTSIDE THE SCOPE OF THIS AGREEMENT (“PRE-EXISTING TECHNOLOGY”). b. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN APPLICABLE SOW, EGROUP OWNS AND WILL CONTINUE TO OWN ALL RIGHT, TITLE, AND INTEREST IN AND TO THE PROFESSIONAL SERVICES, PRODUCTS, DELIVERABLES, DATA COLLECTION TOOLS, REPORTS, SCRIPTS, SKETCHES, DIAGRAMS, TEXT, KNOW-HOW, CONCEPTS, PROOFS OF CONCEPTS, ARTWORK, SOFTWARE, ALGORITHMS, METHODS, PROCESSES, IDENTIFIER CODES OR OTHER TECHNOLOGY PROVIDED OR DEVELOPED BY EGROUP (OR A THIRD PARTY ACTING ON EGROUP’S BEHALF) PURSUANT TO THIS AGREEMENT, INCLUDING MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS OR DERIVATIVE WORKS OF ANY OF THE FOREGOING, REGARDLESS OF WHO FIRST CONCEIVES OR REDUCES TO PRACTICE, AND ALL INTELLECTUAL PROPERTY IN ANY OF THE FOREGOING (COLLECTIVELY “EGROUP INTELLECTUAL PROPERTY”). c. AS BETWEEN CUSTOMER AND EGROUP, CUSTOMER AT ALL TIMES RETAINS ALL RIGHT, TITLE, AND INTEREST IN AND TO ALL OF CUSTOMER’S PRE-EXISTING TECHNOLOGY AND ALL INTELLECTUAL PROPERTY THAT IS DEVELOPED BY CUSTOMER OR BY A THIRD PARTY ON CUSTOMER’S BEHALF THEREAFTER, OTHER THAN EGROUP INTELLECTUAL PROPERTY. THIRD PARTY PRODUCTS WILL AT ALL TIMES BE OWNED BY THE APPLICABLE THIRD PARTY AND WILL BE SUBJECT TO ANY APPLICABLE THIRD-PARTY LICENSE TERMS. 24. INDEMNIFICATION - SUBJECT TO THE LIMITATIONS, CONDITIONS, AND PROVISIONS SET FORTH HEREIN, THE CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS EGROUP FROM AND IN RESPECT OF ANY AND ALL CLAIMS, DE- MANDS, ACTIONS, LOSSES, COSTS, EXPENSES, OBLIGATIONS, LIABILITIES, ACTUAL DAMAGES, RECOVERIES, AND DEFICIENCIES, INCLUDING, WITHOUT LIMITATION, INTEREST, PENALTIES, FINES, AND REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, THE “DAMAGES”) IN CONNECTION WITH THIS AGREEMENT, ARISING OUT OF, OR RELATED TO THE CUSTOMER, ANY OTHER EMPLOYEE OR CONTRACTOR OF THE CUSTOMER, OR ANY MEMBER OF THE CUSTOMER OR AFFILIATE ENTITIES. 25. GOOD FAITH - EACH PARTY AGREES THAT, IN ITS RESPECTIVE DEALING WITH THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT, IT SHALL ACT IN GOOD FAITH AND THAT ITS AGREEMENT RELATIVE TO DECISIONS AND ACTIONS HEREUNDER WILL NOT BE UNREASONABLY WITHHELD. 26. DEFAULT- IF EITHER PARTY FAILS TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH DEFAULT IS CAPABLE OF BEING CURED AND CONTINUES FOR A PERIOD OF FIFTEEN (15) DAYS AFTER NOTICE OF THE DEFAULT IS GIVEN TO THE PARTY IN DEFAULT, THEN THE OTHER PARTY MAY, AT ANY TIME PRIOR TO THE DEFAULT BEING CURED, TERMINATE THIS AGREEMENT BY GIVING NOTICE OF TERMINATION TO THE PARTY IN DEFAULT. THE RIGHTS UNDER THIS PARAGRAPH ARE IN ADDITION TO AND ARE NOT A LIMITATION ON OR IN SUBSTITUTION FOR, ANY OTHER RIGHTS WHICH A PARTY HAS BY REASON OF ANY DEFAULT, INCLUDING, WITHOUT LIMITATION, A CLAIM FOR DAMAGES OR INJUNCTION.
 27. WAIVER OR FAILURE TO ACT- THE WAIVER OF FAILURE OF EITHER PARTY TO EXERCISE IN ANY RESPECT ANY RIGHT PROVIDED FOR SUCH PARTY HEREIN SHALL NOT BE DEEMED A WAIVER OF ANY FURTHER RIGHT HEREUNDER.
 28. CONSTRUCTION AND INTERPRETATION OF AGREEMENT - SHOULD ANY PROVISION OF THE AGREEMENT REQUIRE JUDICIAL INTERPRETATION; IT IS AGREED THAT THE ARBITER OR COURT INTERPRETING OR CONSIDERING SAME SHALL NOT APPLY THE PRESUMPTION THAT THE TERMS HEREOF SHALL BE MORE STRICTLY CONSTRUED AGAINST A PARTY BY REASON OF THE RULE OR CONCLUSION THAT A DOCUMENT SHOULD BE CONSTRUED MORE STRICTLY AGAINST THE PARTY WHO ITSELF OR THROUGH ITS AGENT PREPARED THE SAME. IT IS AGREED AND STIPULATED THAT ALL PARTIES HERETO HAVE PARTICIPATED EQUALLY IN THE PREPARATION OF THIS AGREEMENT.