MRE TECHNOLOGY SERVICES, LLC TERMS AND CONDITIONS OF SERVICES

 
GENERAL
1.	These terms and conditions apply to the Personnel Classification and Rate Schedule (“PCRS”) to which they are attached and control over any oral or other inconsistent terms and conditions discussed between the parties.
2.	Client shall reimburse MRE Technology Services, LLC (“MRE”) for all reasonable expenses incurred in the performance of the Services, including, but not limited to, travel and lodging expenses, communications charges, and supplies. 
3.	There shall be added to any charges payable by Client under this Agreement amounts equal to any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with the PCRS.  The parties anticipate that no Texas sales or use taxes will be owed for services rendered within the scope of this Agreement, as the charges will be for services which are not currently taxable, and no taxable sales of goods are involved.  If sales taxes are ultimately assessed on these services, the amount of the tax will be paid by Client.
4.	MRE shall provide invoices to Client for any payments due under a PCRS.  Invoices shall include details of the name of each project where services were provided during the billing period and basis for the charges on each project, or such other information as is needed to calculate the amounts due.  Client shall pay the amounts due within thirty (30) days after the date of the invoice.  Late payments shall bear interest at the rate of 1% per month or the highest rate allowed by law, whichever is less.  In the event of any good faith, legitimate dispute with regard to a portion of an invoice, Client shall timely pay the undisputed portion as provided herein. 
5.	Upon final payment only, Client shall own any intellectual property rights created in the deliverable items developed in the course of the Services delivered under a PCRS.  If Client does not pay for any of the Services, it shall cease to use any deliverable on request and shall return all copies of and uninstall and remove from its systems all programs for which it has not paid for any reason.
6.	Nothing in this Agreement shall preclude MRE from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided under the PCRS, irrespective of their similarity to items which may be delivered to Client.
7.	MRE warrants that all services provided hereunder will be performed in a good and workmanlike manner and that all works produced incident to such services will meet or exceed the accepted standards in the industry for such works.
8.	THE PRECEDING IS MRE'S ONLY WARRANTY CONCERNING ANY WORK PRODUCT AND THE SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OTHERWISE.
In no event shall MRE be liable for consequential, incidental, or punitive loss, damage or expenses (including lost profits or savings) even if MRE has been advised of the possible existence of such losses.  Any action by Client must be brought within two years after the cause of action arose.  In no event shall MRE be liable to Client for all aggregate claims by Client under this Agreement in an amount exceeding the payments due from Client to MRE under the PCRS (s) which is/are directly involved in the claim.  
9.	Client shall indemnify, defend, and hold harmless MRE from and against any loss, claim, damage or liabilities (or actions in respect thereof that may be asserted by any third-party) that may result from any third-party claims arising out of or relating to MRE's services under this Agreement or any use by Client of any deliverable item, regardless of any fault or negligence on the part of MRE and will reimburse MRE for all expenses (including counsel fees) as incurred by MRE in connection with any such action or claim, except to the extent any such claim is finally determined by a court of competent jurisdiction (and all appeals have been exhausted) to have resulted from the gross negligence or willful misconduct of MRE.
10.	Independent Contractor:  In connection with this Agreement, each party is an independent contractor and shall not have any authority to bind or commit the other party.  Nothing herein shall be deemed or construed to create a joint venture, a partnership or an agency relationship between the parties for any purpose.  Neither party’s employees are employees of the other party.  Neither party’s employees shall be entitled to any of the employment benefits offered by the other party, including but not limited to health insurance, unemployment insurance, workers’ compensation, retirement or pension benefits.
11.	The PCRS shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflicts of laws principles.  Any litigation arising out of or relating to the PCRS shall be brought in federal or state court in Harris County, Houston, Texas.
12.	MRE may, with written notice to Client, assign the PCRS or any of its rights or interests hereunder, or delegate any of its obligations hereunder, to (i) MRE's successor pursuant to a merger, reorganization, consolidation or sale, or (ii) an entity that acquires all or substantially all of that portion of MRE’s assets or business which provides the Services under the PCRS.
13.	Non-Solicitation:  During the term of the PCRS and for a one (1) year period following the termination or completion of the PCRS, Client agrees not to solicit, contact or attempt to induce any MRE Personnel who have had any material involvement in a PCRS to terminate his or her employment, accept employment with anyone else, or otherwise interfere with the employment relationship of MRE and MRE Personnel without MRE’s prior written consent.
14.	Force Majeure:  Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control.  Force majeure does not apply to a failure to pay.