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<br /> Schedule -- Basic Contractual Provisions
<br /> Scope or Previsions
<br /> Nolwllhslmding any provision to tho contrary in the document to which ails schedule Is appended or any other applicable document,a.the 0000 may be,including any definitive agreement among the parties In connection with the'Mayan'projectthe
<br /> general provisions NI out herein shall prevail end override any such other provisions b the extent of any inconsistency
<br /> The general pmvl.lons set out herein are rot ratrictioe and may d.uppWnenled(but not refuted..apt as provided hrain)by any other provision.upon which the pais.may maiwity agree from erne to time.
<br /> The gearal provide.let od herein may not be refined or stnplde except with he peon milten mutual consent of 10 perllea,which concent shall'pacifically refer to the refuted or arnerded provisions hererd I.he enforceable againsi Gtechne a
<br /> "Wt..of ACCEO Solorwiafro.Any purchase order or other document.sued uneasier/4y by Client shell be for Its Inkrrel administrative purposes only and none of Rs erns or urkltoru may have any detrbnenW affect against Glechna a division
<br /> of ACCEO Solutions he
<br /> Leena
<br /> Any riga to use a techndoglul solution of Glechna a division of ACCEO Solutions Inc to be granted to Client as contampeted in the document to which the schedule I.appended,as epplicableehall be granted pursuant to a non-eootoel a and non-
<br /> . assignable license solely for Clients..Internal use and ax0uclvsly for use in connection 04th iia designated activities Such Ikea.shall be subject to the laymen!of the aarecpandbg fee.to Glechn.a division of ACCEO Sdutkne Inc as well RS the
<br /> otha conditions eel out below and in the keened agreement to be entered into behween Client and Otechna a divieen of ACCEO Solutions Inc fdlanna the acceptance of etecnna a daimon or ACCEO Solutions Ines propose by Client
<br /> Client&hail not revarua engineer.datomplio.disassemble,transform.modify.Vandal.or alherv.a.attempt to decrypt or derive the sour.code,any trade eecrob,or any aensilw ser proprietary Infarmadon in or In respect of Mech..division of
<br /> ACCEO 0dWors Inc ethnological solution..nor attempt or allow same,either Orally or indirectly,.
<br /> Ewe&as expressly porn .d by Gtech.a division of ACCEO Solutions Inc In writing.Client*ell hake no other right to uce Glacnne a division a ACCEO Solutions Irc's technological solutions.or to sublicense.deliver,dleulbute,rersell,rend
<br /> disclose or olhay%.allow acre.In or make avail*le the earn.to any third party whatsoever
<br /> Giant dull lake all appropriate.clion by instruction,agr{anad,a ohm*.nod,any enplWw,con...Uinta or oUer persona who ale given any access to Glechna a d1Wdon of ACCEO Soli/lions Ines sohndoginal solutions to imam ouch parsons
<br /> of ho ccdtdential end proprietary nature thereof,and to hoot apprap olio agwrrda with aid persons to toady the obeganns hereunder with respect to use,copying,modification,protection non-dsebsue and socially thereof Client shall
<br /> immediately report in writing lo Gtechna a dividon or ACCEO Solutions Inc any and all breadss of such obligations heralmder committed by a person obtaining access to Gl be.a dMdon of ACCEO Solutions Inds technological solutions through
<br /> Client.and fully cooperate alts coals and expenses with Glahna a divekn of ACCEO Solutio.Inc In the event any dispute or litigation ads.In connection therewith,
<br /> Provision of Sen..
<br /> Pmeatawl reaaarca of Glechna a division of ACCEO Solutio.Inc Solutions involved In are relavanl proje0 Shall be suitably qualified,with technical expertise and Wills n.caeary b perform services as squired G.n.rel training of such renurcse
<br /> in lama of ayal.me proficiency and oder bade spat..that are consistent with Industry standards remain Gtechna a 0waicn of ACCEO Solutions Inc respaekllity.Spooled training of ouch rasoacee on Meuse andlor hm0Ual.IlUa3 of Client's oven
<br /> hardware and software will bs Client's responabrly,and attendance by resources to Veining sessions as directed by Cllent will be deemed to be services performed as required.
<br /> Glechna a division of ACCEO Solutions Inc remains the sole employer or principel of its resources.Without knifing the generality or the foregoing.Glechna a dlvldon of ACCEO Solutions Inc Is entirely rosponelule for poking et,r.ources'
<br /> compensation.range beneata,payroll burdens and similar spoilable cargse in mm.Uon with the performance of their aervloa
<br /> Obscene a divielon of AGCEO Solution.laehae d.t.lmin..it its ale daoretion,how the services shall be performed hon in operational alandpolnl.Including h conation with the choice and ellocaian eel prnfeaeon0,leshnologlul and material
<br /> resources:provided that Glechna a division or ACCEO Solutions Inc will attempt to accommodate any reasonable Oren.ropiest to use'pectic re.owcas.as the one mai be,
<br /> Client remaina solely responsible for(I)am/ing out Its business and operations.(ii)nbteining all neraeary cone..horn third pore..ialuding the necessary dad party Bede to use wllwan,that are required for Gtechna a division of ACCEO
<br /> Solution.ha to perform Its swiss,(Iii)ensuring that ail dk0Uone and instructions s.Gent may provide to and as resource Waking to their services comply with all applicahe i gld0tinn,Including in tams of protection of copyrights and Olt.
<br /> third party fights.(Iv)ensuring that It.own resoaca or thous of third party supp...efficiently coopers.with Glechna a division of ACCEO Solution.Inc to the oxtent required for the performance of ACCEO Solutions'arvka.(v)ensuring that
<br /> Gtechne a division of ACCEO Solution.Inc tomo.meat Client's req iremenb.and lvil Client's operation and too of Glechna•division of ACCEO Sdubo.In/deliverables
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<br /> For grat.cledly,any recommendation by G.ahna a division of ACCEO Solutions Inc to Client with regards to any equipmenL tool cr element of Intellectual property to be prodded by s third party an wall as any estimate d internal costs or efforts
<br /> required from Client or suppliers other than Gt..a dbNsion of ACCEO Solutions Inc to cavy out a project or any porion thereof merely ca.Ubb arableoUve opinions of which Client Is under no oblige Uon to consider In Is conapading d.ddon.
<br /> which derision Is to be made exclusively by Client,and Glechna a dvidon of ACCEO Solus.Inc may not be held table for any detrimental.nequen.or other direct or Indirect damage editing from said decision by Client thereafter
<br /> Intellacbal Properly
<br /> As bshwerr the parties.each party Wail retain exclusive ownership of Is own technological systems,lode asci ober components and an inldlecbel property rights therein For greater clarity,Glechna a division of ACCEO Solitario.Inc development
<br /> platforms shall not he assigned b Ceanl
<br /> Upon pawner.in Ne to Glechme a division of ACCEO Solutions Inc of the lass and other Wag..for the development ora deliverable,Glechna•division of ACCEO Solutions Inc Wall grant to Clientduring the term al out therefor in IMO egreaned,
<br /> A sae.a.n1adw a ofra*bamfaro d,boas wwa:axhddroerahksw the am.dwarm aal Client's own internal use as part of its business,and nut for mole en st.diseibubon.
<br /> All rlghb of.party that are not.xpreeky Panted to Soother part hereunder tie expressly reserved to the party owning said nights
<br /> Gedme a dwdon of ACCEO Solution.Inc Well not be precluded from(i)Independently developing for Weil,or for others,anything,whether In tangible or nonda gIbl.form,which ihoartllalif00 0101..or dnlet to,U.foregoing deliv.rabla,nor Pit
<br /> using its general knowledge,.loll.and.nprknce and any(deme,concepts,knuwdkw,and techniques that are acquired or used In tie wase of performing the arwaa:provided that no.ChuatAiMWMhallrkneelio.ta Intellectual property Is used In
<br /> conne den therewith
<br /> Invoicing
<br /> Client ehd1 pay to Glechna is dvision of ACCEO Solutions Ink all agreed upon es.and preopproved dbburameni,relating thereto,as the case may be se ins ac all lex.applicable Omsk within 30 drys of Its receipt of Glechna a division of
<br /> ACCEO Sdulbn.Inc denied invokes.Interest at the tosser of 12 00%per annum(1%per month)or the highest amount allowed by law will be Larged and paid by Cliont on ail pad due arm.. In the event of any good faith disputa with regard to
<br /> a portion den Invoice.the undisputed potion.hell ba paid as prodded herein.l o nr judgment of other resolution of the deputed potion,any amounts wed to Glechna a Odeon of ACCEO Sol Won.Inc shall be paid with interest ml the rata above.
<br /> which Nall accrue from the date area amounts were originally due.
<br /> 0aetrteawe Covenant
<br /> Except wih the prior written consent of he other party.neither irony shall40001 offer won to,employ,or doodad 04th.directly or indiro ley,any al the nth.r perys personnel during the.ren of their agreement and bra fwolv.+nonth period thwea000
<br /> For porpoises hereof,a party.per.onnd means any indvid el or entity employed as an employee,Independsnl contractor or aDconuactor and with which the other party cams Ink contact in the pMormance or the mimic.a Is awoke referred to
<br /> such party In ana:palion of such sonic.
<br /> Limited Warranty and Liability
<br /> Gtechno a division of ACCEO Sdulona Inc warrants that as delvsreblea which co.ubl.original content will materially conform to their relaysnl specification bra period of 30 days from delivery to Olenl and will un.kt sny such nen•oanfonning
<br /> deliverable whites Is brought loG tech.e&vial.of ACCEO Solutions Inc.aangon in writing within 30 days of its delivery to Client. For the purprae of such womanly.the lean daliorabla refers eodudwly toe Anal deliverable,to the exclusion of any
<br /> bang a u1balaUm prckess which forms part of such deliverable.
<br /> The foregoing warranty Wall not appy k/Wealth resulting from any actor omission of Client or third parties.la Ported to the Um*spent by Gbchna a division of ACCEO Solutions Irk reeaurces to cure the default ad axduda any effort required horn
<br /> Client a third portio,as is made speedy In lieu of all other warranties,conditions and representations,Depose or Implied.
<br /> Clcnhna a division of ACCEO Solutions Inc med..aggregate cumdatiw Ilabltly,Inducing without Ikniblton for breach of contract,'Idol or statutory llebility,extreconuacWd or delktial abiSte,0000 be O..b stead sad 0.0.tow.suffered
<br /> by Client and dell not under any drwmdanoop earned Or.annualized average fees acloeny paid.Glechna a division or ACCEO Sdulona Inc by Client pursuant to their egreen.l,provided gut such limitation shall nol apply to dame bee..
<br /> hood.gross wagon.or Whit erl.cendu0 orGtechne a division of ACCEO Solutio.Inc• .
<br /> insurance
<br /> Each pay w.determine the lypa and amounts of Insurance..rags It deems is required in conne0lan with the p•rtornnana of its obligation.pursuant to their agreement Norther party.requited to obtain Ineumnce for he benefit of the other
<br /> party,and each party shall pay all coals and read.00 bone s under pallets.arranged by II.Each party waives right.of subrogation II may ahanwi.e have regarding the other parry's Insurance policies,Inducing but nol limited to property Insurance.
<br /> business Indenuplon Insurance.and other arta-party insurance
<br /> Cenod.mtanly
<br /> Each party dull protect the confidentiality of the other party's canfdandd information to which II elall haw woe..in the performance of Glechna a division of ACCEO Solutions Inc cefvioea In the ank manner ea it prolacte the confidentiality of Its
<br /> own oonfidental Information.which may not be las than reasonable care Awa to Such uMdeneal Information by the recipient shall be raked to internal purposes,on a ne.to-know.sebb and solely to give sal b the paroles agreement,with
<br /> prior dlrations to protect it.confidential naive aa provided for huts
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