Safetec Compliance Systems, Inc. 7/21/2016

5.1.3 Reimbursement of Expenses. Customer agrees to reimburse SafeTec for all actual,documented and reasonable travel and out-of-pocket expenses incurred by SafeTec in connection with the performance of the Services that both parties have mutually agreed are required to perform the obligations under this Agreement. 5.2 Fee Increase. The parties agree that after the initial twelve (12) months of the Term for Services provided on a time and materials basis, SafeTec may increase its standard fee rates specified in the applicable Statement of Work upon written notice to Customer;provided,that: (a)SafeTec provides Customer written notice of such increase at least ninety (90) days prior to the effective date of such increase; (b)such increases occur no more frequently than once per contract year of the Term; and (c)the amount of such increase shall not exceed five percent(5%). 5.3 Taxes. SafeTec shall be solely responsible for any taxes imposed on the performance of Services or the payment for such Services, including withholding of state and federal income, sales, or ad valorem, unemployment compensation, worker's compensation, Federal Insurance Contribution Act, Federal Unemployment Tax Act, or other taxes, costs, or expenses incurred in the performance of any engagements hereunder. 5.4 Invoice. SafeTec shall issue invoices to Customer in accordance with the terms of this Section 5 and Customer shall pay all properly invoiced amounts due to SafeTec within thirty(30)days of the date of such invoice(the"Due Date"). All payments hereunder shall be in US dollars and made by check or wire transfer. 5.5 Past Due Amounts. Any payments not received by SafeTec by the Due Date will be considered past due and interest will accrue on unpaid amounts at a rate of one and one-half percent (1.5%) per month. SafeTec, in its sole discretion, may discontinue the Services or institute collection proceedings if Customer does not pay any invoice within thirty(30)days of the Due Date. 6. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three(3)years and shall automatically renew thereafter for successive one(1)year terms,unless sooner terminated pursuant to Section 7(Termination). 7. Termination. 7.1 Without Cause. Either party,in its sole discretion,may terminate this Agreement or any Statement of Work, in whole or in part,at any time without cause,by providing at least thirty(30) days'prior written notice to the other party. 7.2 With Cause. Either party may terminate this Agreement, effective upon written notice to the other party(the"Defaulting Party"), if the Defaulting Party: (a)breaches this Agreement, and such breach is incapable of cure,or with respect to a breach capable of cure,the Defaulting Party does not cure such breach within thirty(30)days after receipt of written notice of such breach;or(b)becomes insolvent or admits its inability to pay its debts generally as they become due; or (c)becomes subject, voluntarily or involuntarily,to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven(7)business days or is not dismissed or vacated within forty-five(45) days after filing; or (d)is dissolved or liquidated or takes any corporate action for such purpose; or (e)makes a general assignment for the benefit of creditors;or(f)has a receiver,trustee,custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. zi�Q3zz�2110321/2/MC/102181-0003PAGE 4--SAFETEC—MASTER SERVICES AGREEMENT