Common use of Consideration and Payment Clause in Contracts

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of this Contract, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of work set forth in this Contract, the State Maryland shall pay the Contractor in accordance with the not-to-terms of this Contract and at the prices quoted in the Contractor’s Cost Proposal. Unless properly modified (see above Section 2), payment to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed rates set forth the contracted amount. Contractor shall notify the Contract Monitor, in Attachment F. TOAs writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed every reasonable effort is undertaken by the Contractor to complete State-defined critical work in excess progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the ceiling amount same due to the existence of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed ratessuch unfinished work. 4.2 Payments Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than thirty (30) 30 days after the StateMaryland’s receipt of a proper invoice for performance from the Contractor as required by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOARFP section 3.3. The amount withheld from each Contractor may be eligible to receive late payment shall be paid to interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s acceptance payment of all deliverables required the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the TOA and receipt from 31st day after the Contractor of a release in a form prescribed by agency receives the State for proper invoice; or (2) On any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is amount representing unpaid interest. Charges for late payment of invoices other than are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibitedor by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. The final Final payment under a TOA or SWO this Contract will not be made until after certification is received from the Comptroller of the State receives certification that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor has paid all taxespursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.4 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for 4.4 Payment of an invoice by Maryland is not evidence that services pursuant to any TOA or SWO pursuant to were rendered as required under this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemptionContract. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of this Contract, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is _ .

Consideration and Payment. 4.1 6.1. In consideration of the satisfactory performance transfer or sell of the requirements said Flat/Unit TOGETHER WITH the car parking space earmarked for the said Flat/Unit and situate in the ground floor of the said premises more fully and particularly described and mentioned in the SECOND SCHEDULE hereunder written TOGETEHR ALSO WITH the proportionate indefeasible share in the land on which the building comprising of the said Flat/Unit is erected and/or built and attributable to the floor area contained in the said Flat/Unit more fully and particularly described and mentioned in the FIRST SCHEDULE hereunder written TOGETHER WITH the proportionate indefeasible share in the common areas, portions, rights and facilities specified in the FIFTH SCHEDULE hereunder written at or for the total consideration of Rs. ) only at a rate of Rs. per sq. ft. for sq.ft. of super built up area of the flat / unit and a further sum of Rs. on account of covered / uncovered car parking space for one car only aggregating to a sum of Rs. (Rupees 6.2. Consideration shall be payable by the Purchaser in installments and/or in stages in the manner more fully and particularly specified and mentioned in the THIRD SCHEDULE hereunder written. 6.3. Time for payment shall always be the essence of the contract. 6.4. All payments shall be made at the address of the Developer against proper receipts being granted by them and it being expressly agreed that the Purchaser shall not be entitled and agreed not to set up any oral agreement regarding the payments and/or any variation or modification of the terms and conditions herein contained unless confirmed by the Owners in writing. 6.5. The Purchaser has also agreed to pay to the Developer in addition to the consideration herein above proportionately, all applicable statutory outgoings and expenses including all charges and costs for any alterations in the said flat or unit or any other extra facilities or specification in constructions etc. which the Owners may on a later date decide to provide which is presently not taken into consideration. 6.6. Over and above the aforesaid consideration, the Purchaser shall also deposit with the Developer the amount, the details of which are mentioned in the FOURTH SCHEDULE hereunder written and payment of such amount in full shall be made at or before taking possession of the said unit or flat. 6.7. At or before taking possession of the said Flat/Unit the Purchaser shall be liable and agrees to make payment of the proportionate share of his one time contributions and also deposits which shall include the proportionate share of costs to be incurred or incurred by the Developer towards payment to the West Bengal State Electricity Distribution Company Ltd. in obtaining high-tension or low-tension power connection for the entirety of the complex as also the deposits required to be made to the said WBSEDCL for installation of low-tension connection and separate electricity meter or meters for the said Flat/Unit including the proportionate share of the total costs, incurred for laying the main cable in obtaining such electricity to the said complex. 6.8. The Purchaser shall not be entitled to transfer or assign the benefits of this Contract, agreement or nominate any person till such time full consideration is paid and/or Deed of Conveyance is executed and if the State Purchaser shall pay desire to transfer or assign or nominate any person prior to the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess execution of the ceiling amount Deed of any TOA without Conveyance the Purchaser shall be entitled to do so only with the prior written approval consent of the Contract Manager is Developer subject to payment of a further sum calculated at the Contractor’s risk rate of non-paymentRs. Payments under TOAs issued on a fixed price basis shall be limited to 100/- per sq. ft. for the price specified total super built up space comprised in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed ratessaid flat or unit. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In As full consideration of for the satisfactory performance of the requirements of Contractor’s obligations under this Contract, the State shall Company will pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs all undisputed amounts within sixty (60) days of receipt and approval of properly submitted invoice(s), net of any retention amounts that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed entitled to be withheld by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and Company pursuant to the terms of this Contract. The total amount of consideration payable for the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion Work is specified in Exhibit B, Pricing and Payment Schedule, and shall consist of the payments due will be withheld until completion monthly fixed fees contained in subsection “a” of the TOA. The amount withheld from each payment Exhibit B and Reimbursable Expenses pursuant to subsection “b” of Exhibit B. All invoices shall be paid sent monthly for payment in arrears and shall be addressed as follows: PacifiCorp Attn: _____________ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Phone: INVOICES WHICH DO NOT CONTAIN THE ABOVE INFORMATION, OR ARE NOT ADDRESSED AS ABOVE, MAY CAUSE PAYMENT DELAY. Company may offset any such payment to the reflect amounts owing from Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of to Company or related its subsidiaries pursuant to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA this Contract or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remediesagreement between the Parties or otherwise. In addition, if, in the opinion of the Procurement Officer, the Company may withhold all payments otherwise due Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as Contractor has provided any Default Security required by this Contract. If required by Company, the final payment, including any retention amounts withheld, shall not become due until Contractor meets performance standards as established has furnished Company a final release from all claims and demands arising out the Contract in a form acceptable to Company. Upon request by Company, Contractor shall also provide interim and final lien and claim releases executed by Contractor, and interim and final lien and claim releases executed by Subcontractors through the Procurement Officer. 4.5 The State will use electronic funds transfer date of each invoice submitted. Company shall not be liable for any amounts for which Contractor fails to pay invoice Company unless Contractor provides written notice of such failure or invoicing error within six (6) months following the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 date on which Contractor’s eMarylandMarketplace vendor identification number is right to receive such amount(s) first arose.

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of this Contract, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is ._

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of work set forth in this ContractPA, the State Department shall pay the Contractor in accordance with the not-to-exceed rates set forth terms of this Contract and at the prices quoted in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for paymentsthe Financial Proposal. Any work performed by Unless properly modified (see above Section 2), payment to the Contractor in excess of pursuant to this Contract, including the ceiling amount of Initial Term and any TOA without Renewal Term, shall not exceed the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed ratesContracted amount. 4.2 Payments Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than thirty (30) 30 days after the StateDepartment’s receipt of a proper invoice for performance by from the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each Contractor may be eligible to receive late payment shall be paid to interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s acceptance payment of all deliverables required the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the TOA and receipt from 31st day after the Contractor of a release in a form prescribed by agency receives the State for proper invoice; or (2) On any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is amount representing unpaid interest. Charges for late payment of invoices other than are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibitedor by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. The final Final payment under a TOA or SWO this Contract will not be made until after certification is received from the Comptroller of the State receives certification that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor has paid all taxespursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.4 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay 4.4 Payment of an invoice by the Contractor for Department is not evidence that services pursuant to any TOA or SWO pursuant to were rendered as required under this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemptionContract. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of this Contract, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is 11 .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of work set forth in this Contract, the State Department shall pay the Contractor in accordance with the not-to-terms of this Contract and at the rates specified on Exhibit C, Contractor’s Financial Proposal. Except with the express written consent of the Procurement Officer, payment to the Contractor pursuant to this Contract shall not exceed rates set forth $ . Contractor shall notify the Contract Administrator, in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for paymentswriting, at least 60 days before payments reach the specified amount. Any work performed by the Contractor in excess of the ceiling not-to-exceed amount of any TOA without the prior written approval of the Contract Manager Procurement Officer is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to After notification by the Contractor. Payment for Small Work Orders , if the State fails to increase the Contract amount, the Contractor shall be on a fixed price basis at Attachment F not-to-exceed rateshave no obligation to perform under this Contract after payments reach the stated amount. 4.2 The Contractor(s) shall invoice each individual requesting agency or non-State of Maryland government entity for receipt of payment. Payments from State of Maryland agencies to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s requesting State agency receipt of a proper invoice for performance services provided by the Contractor, acceptance by the State requesting agency of such performanceservices provided by the Contractor, and pursuant to the terms conditions outlined in Section 4 of the RFPthis Contract. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must shall include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not Invoices shall be made until submitted to the Comptroller of DBM Contract Administrator. Electronic funds transfer shall be used by the State receives certification that to pay Contractor has paid all taxespursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.4 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 4.4 Contractor’s eMarylandMarketplace vendor identification ID number is .is

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of this Contract, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. . 4.6 Contractor’s eMarylandMarketplace vendor identification number is ._

Consideration and Payment. 4.1 In Upon the terms and subject to the conditions herein set forth: (a) prior to the Closing, Buyer shall deliver to the Company the sum of US$2,500,000 by wire transfer (the “Cash Payment”) in consideration for the Subscription Shares; (b) prior to the Closing, in consideration for the Cash Payment, the Company shall issue and deliver the Subscription Shares to Buyer which shall be fully paid, non-assessable and free of all Claims; (c) upon issuance of the satisfactory performance Subscription Shares and prior to the Closing, Buyer shall make a contribution to capital which shall result in an increase in the Company’s contributed surplus by executing and delivering to the Company an 8% promissory note in the principal amount of US$3,400,000 in the form annexed hereto as Exhibit D (the “Original Note”) payable to the order of the requirements of this ContractCompany and the Company shall allocate, transfer and assign the State shall pay Original Note to the Contractor Debenture Holders in accordance with the not-to-exceed rates Company’s instructions and in the denominations set forth on Exhibit C which allocation, transfer and assignment shall be evidenced by Buyer’s 8% promissory notes in the aggregate principal amount of US$3,400,000 in the form annexed hereto as Exhibit E (the “ Repayment Notes”); (d) prior to the Closing, the Company shall deliver the Cash Payment and the Repayment Notes to the Debenture Holders which the Debenture Holders shall accept as payment in full for all amounts of principal and interest due and owing under the Debentures and each Debenture Holder shall deliver to the Company the respective Debentures set forth in Attachment F. TOAs that are Column I opposite the name of such Debenture Holder in Exhibit C for cancellation; (e) on the Closing Date, each Shareholder shall deliver to Buyer a time certificate or certificates for the respective number of Class A Common Shares set forth in Column I opposite the name of such Shareholder in Exhibit C attached hereto (collectively, the “Purchased Shares”), duly endorsed to Buyer or with stock powers attached duly executed to Buyer, in proper form for transfer and materials basis shall include a not-to-exceed ceiling with stamps for payments. Any work performed by all applicable federal, provincial or local stock transfer taxes, if any, affixed thereto; (f) in consideration for the Contractor in excess acquisition of the ceiling amount Purchased Shares, on the Closing Date, Buyer shall issue an aggregate of any TOA without 287,500 shares (the prior written approval “Closing Shares”) of the Contract Manager is at the ContractorBuyer’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited common stock, par value $.01 per share (“Buyer Stock”), to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made Shareholders in accordance with the TOA or SWO denominations set forth in Exhibit C and no later than thirty Buyer shall deliver 50,000 of such Closing Shares (30the “Escrow Shares”) days after to a mutually acceptable escrow agent, as escrow agent (“Escrow Agent”) for the Stateholders of the Closing Shares in accordance with the Escrow Agreement, in the form attached hereto as Exhibit F, by and among Buyer, the Shareholders and the Escrow Agent (the “Escrow Agreement”), pursuant to which the Escrow Shares and the Shareholders’ SRED Portion (as hereinafter defined), if any, shall serve as the source of recovery, absent fraud, with respect to Buyer’s right to indemnification in accordance with the provisions of Section 11 hereof; and (g) upon receipt of a proper invoice for performance by the ContractorCompany of any monies from the Canada Revenue Agency (“CRA”) or the Ontario Ministry of Revenue (“OMR”) in connection with the Company’s 2007 scientific research and experimental development tax credit refund claim or the Company’s 2007 Ontario innovation tax credit refund claim (collectively, acceptance the “SRED Claim”) during the six (6) months immediately following the Closing Date, Buyer shall deliver or cause the Company to deliver wire transfers representing fifty percent (50%) of the net amount (after payment by the State Company to KPMG LLP of applicable fees) of any such performance, refunds (the “Shareholders’ SRED Portion”) to the Escrow Agent to be held by the Escrow Agent in accordance with the allocations set forth in Exhibit C and pursuant to the terms provisions of the RFPEscrow Agreement. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of Any monies received by the payments due will be withheld until completion of Company in connection with the TOA. The amount withheld from each payment SRED Claim more than six (6) months after the Closing Date shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed retained by the State for any claims arising out of or related to the TORFPCompany. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In As consideration for the Purchased Assets and the agreements of Seller contained herein, Buyer shall (i) assume the Assumed Liabilities, as set forth in Section 3, and (ii) pay to Seller any amount by which the amount of cash remaining in bank accounts of Seller not conveyed to Buyer at the Closing shall be less than one hundred seventy-two thousand five hundred dollars ($172,500) (collectively, the “Consideration”). The Parties mutually agree that the Consideration shall be allocated in accordance with Section 1060 of the satisfactory performance Internal Revenue Code, as amended (the “Code”), and an allocation statement prepared by the Parties within ninety (90) calendar days after the Closing Date (the “Allocation Statement”). If the Parties have not adopted an Allocation Statement within ninety (90) calendar days after the Closing Date, any disputed aspects of the requirements Allocation Statement shall be resolved within thirty (30) calendar days thereafter by a law firm or internationally recognized independent public accounting firm mutually acceptable to Seller and Buyer (the “Neutral Arbiters”), which shall resolve such dispute pursuant to, first, the terms of this ContractAgreement and, second, the State application of applicable tax laws to the relevant facts. The decision of the Neutral Arbiters shall pay be final, and the Contractor costs, expenses and fees of the Neutral Arbiters shall be borne equally by Seller and Buyer. The Parties each agree to prepare and file on a timely basis any necessary tax forms setting forth the allocation set forth in the Allocation Statement. The Parties further agree to report this transaction for income tax purposes in accordance with the not-to-exceed rates Allocation Statement and each Party agrees to act in accordance with such Allocation Statement in the course of any tax audit, tax review or tax litigation concerning such Party and relating thereto (except as otherwise required by law). Neither Seller nor Buyer will assert that the allocation set forth in Attachment F. TOAs the Allocation Statement was not separately bargained for at arm’s-length and in good faith, nor take any inconsistent position with such Allocation Statement on any tax return or filing. The Parties agree to furnish or to cause to be furnished to each other upon request as promptly as practicable, such information and assistance relating to the transactions hereunder and particulars concerning their entity as is reasonably necessary for the filing of any tax return, declaration or report, the making of any election related to taxes, the preparation for any audit by any taxing authority, or the prosecution or defense of any claim, suit, or proceeding; provided, however, that are on such information and assistance shall be provided in a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by manner that will not unreasonably disrupt the Contractor in excess business of the ceiling amount of any TOA without the prior written approval of the Contract Manager is Party providing information or assistance, at the Contractorrequesting Party’s risk of non-paymentown cost and expense. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no Not later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant prior to the terms filing of the RFP. TOAs may specify periodic payments based on deliverables or stages their respective Forms 8594 relating to this Agreement if such filing is required by law, each of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment Buyer and Seller shall be paid deliver to the Contractor within thirty (30) days other a copy of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFPits Form 8594. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of work set forth in this ContractContract and any PORFP, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs and terms of Exhibit F, Contractor’s Financial Proposal. POs that are on a time and materials basis shall include a not-to-to- exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA PO without the prior written approval of the Contract Manager is at the Contractor’s risk of non-non- payment. Payments under TOAs POs issued on a fixed price basis shall be limited to the price specified in the TOAPORFP, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Invoices must be provided in the format and on the schedule identified in the PORFP. Each invoice must reflect the Contractor’s federal tax identification number, which is . The Contractor’s eMM identification number is . Payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than thirty (30) 30 days after the State’s receipt of a proper invoice for performance by from the Contractor. Charges for late payment of invoices, acceptance other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of such performanceMaryland, and pursuant as from time to the terms of the RFPtime amended, are prohibited. TOAs PORFPs may specify periodic payments based on deliverables or stages of completion. A TOA PORFP may specify that a portion of the payments due will be withheld until completion of the TOAPO. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA PO and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibitedPORFP. The final payment under a TOA or SWO this Contract will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxestaxes have been paid. 4.4 4.3 In addition to any other available remedies, remedies if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.Officer pursuant to this Contract 4.5 4.4 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any POs thereunder and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of work set forth in this ContractContract and any PORFP, the State Department shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs and terms of Exhibit F, Contractor’s Financial Proposal. POs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA PO without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs POs issued on a fixed price basis shall be limited to the price specified in the TOAPORFP, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Invoices must be provided in the format and on the schedule identified in the PORFP. Each invoice must reflect the Contractor’s federal tax identification number, which is . The Contractor’s eMM identification number is . Payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than thirty (30) 30 days after the State’s receipt of a proper invoice for performance by from the Contractor. Charges for late payment of invoices, acceptance other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of such performanceMaryland, and pursuant as from time to the terms of the RFPtime amended, are prohibited. TOAs PORFPs may specify periodic payments based on deliverables or stages of completion. A TOA PORFP may specify that a portion of the payments due will be withheld until completion of the TOAPO. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance acceptance, as defined in the PORFP, of all deliverables required under the TOA PO and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibitedPORFP. The final payment under a TOA or SWO this Contract will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxestaxes have been paid. 4.4 4.3 In addition to any other available remedies, remedies if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.Officer pursuant to this Contract 4.5 4.4 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any POs there under and any other State payments due Contractor unless the State’s Comptroller’s Comptroller Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of work set forth in this ContractContract and any PORFP, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs and terms of Exhibit F, Contractor’s Financial Proposal. POs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA PO without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs POs issued on a fixed price basis shall be limited to the price specified in the TOAPORFP, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Invoices must be provided in the format and on the schedule identified in the PORFP. Each invoice must reflect the Contractor’s federal tax identification number, which is . The Contractor’s eMM identification number is . Payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than thirty (30) 30 days after the State’s receipt of a proper invoice for performance by from the Contractor. Charges for late payment of invoices, acceptance other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of such performanceMaryland, and pursuant as from time to the terms of the RFPtime amended, are prohibited. TOAs PORFPs may specify periodic payments based on deliverables or stages of completion. A TOA PORFP may specify that a portion of the payments due will be withheld until completion of the TOAPO. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA PO and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibitedPORFP. The final payment under a TOA or SWO this Contract will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxestaxes have been paid. 4.4 4.3 In addition to any other available remedies, remedies if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.Officer pursuant to this Contract 4.5 4.4 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any POs there under and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the requirements of this Contract, the State shall pay the Contractor in accordance with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor shall be made in accordance with the TOA or SWO and no later than thirty (30) days after the State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is is_ . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .

Consideration and Payment. 4.1 In 6.1 The Allottee has agreed and volunteered to pay to the Promoter, a sum of Rs. ) only, as mentioned in PART – I of the FIFTH SCHEDULE hereunder written, as and by way of consideration for the said property, excluding Goods and Services Tax (GST) and other levies as may be made applicable, (hereinafter referred to as the “CONSIDERATION AMOUNT”) in consideration of the satisfactory performance above,. The Allottee has paid a sum of Rs. (Rupees ) only (in short "the Booking Amount") as booking amount being part payment towards the total Price of the requirements Apartment at the time of this Contractapplication the receipt of which the Promoter hereby acknowledges and the Allottee hereby agrees to pay the remaining price of the Apartment as prescribed in the Payment Plan (Part-II of the Fifth Schedule) as may be demanded by the Promoter within the time and in the manner specified herein;Provided that if the allottee delays in payment towards any amount which is payable, he shall be liable to pay interest at the State rate prescribed in the Rules. 6.2 Time for payment of the consideration and other amounts hereunder by the Allottee to the Promoter shall be the essence of the contract. 6.3 The Allottee shall pay the Contractor in accordance all costs and deposit with the not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling Promoter the following for payments. Any work performed by the Contractor in excess of the ceiling amount of any TOA without the prior written approval of the Contract Manager is at the Contractor’s risk of non-payment. Payments under TOAs issued on a fixed price basis shall be limited to the price specified flat in the TOA, regardless of manner provided for in the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates.SIXTH SCHEDULE hereunder written: 4.2 Payments to the Contractor 6.4 All payments shall be made in accordance the name of the Promoter only and shall be paid at the office of the Promoter by account payee cheques/pay orders/demand drafts only, for the project against proper receipt being granted by it. It being expressly agreed that the Allottee shall not be entitled and agrees not to set up any oral agreement regarding the payment and due performance and observance of the terms and conditions herein contained. Any payment made by the Allottee in cash shall be at the sole risk of the Allottee and the Promoter shall not be held responsible for the same. 6.5 The Allottee shall, from the date of receiving possession of the said flat, till the time the Promoter obtains the Completion/Occupancy Certificate from RajpurSonarpur Municipality or any other authority or authorities appointed for the time being in this regard, not be entitled to make any additions or alterations in the said flat and if so made by the Allottee, the Allottee shall be liable to pay and the Allottee doth hereby also agrees to pay to the Promoter, liquidated damages assessed @ Rs. 500/- (Rupees five hundred) only, per sq. ft. of the Chargeablearea of the said flat in which such additions and alterations are made. 6.6 In the event of any amount becoming payable on account of Goods and Services Tax (GST) and other levies charges etc., imposed by the government or any other authorities relating to the said land and/or the flat, shall be paid and borne by the Allottee proportionate to his interest therein and those relating only to the flat shall be borne solely and exclusively by the Allottee. 6.7 All stamp duty and registration fees on execution and registration of this agreement and of the Deed/s of Conveyance and other documents to be executed and/or registered in pursuance hereof and also all statutory charges payable there for including the charges of the copywriter for copying of such documents and expenses incidental to registration shall be paid by the Allottee to the Promoter at or before the date of commencement of liability. 6.8 The Allottee shall pay the Advocate’s fees of Rs. 15,000/- (Rupees fifteen thousand) only, plus service tax as applicable, for preparation and execution of this agreement and the Deed/s of Conveyance and for registration thereof to the Advocate directly in the manner as follows: a) At or before execution of this agreement – Rs. 7,500/- (Rupees Seven thousand and five hundred) only. b) At or before the commencement of liability – Rs. 7,500/- (Rupees Seven thousand and five hundred) only, plus service tax, cess and other levies as applicable. 6.9 It is further expressly agreed and made clear that the payments and deposits to be made by the Allottee hereunder shall not carry any interest and all such amounts to be paid and/or deposited by the Allottee shall be held in trust by the Promoter. 6.10 The Allottee shall deposit and/or keep deposited with the TOA or SWO Promoter the maintenance and/or other deposits as mentioned in the SIXTH SCHEDULE hereunder written to remain in deposit free of interest with the Promoter and no later than thirty (30) days after in the State’s receipt event of a proper invoice for performance any default by the ContractorAllottee in making payment of the municipal and other rates, acceptance taxes and outgoings, electricity charges, generator charges, maintenance charges and proportionate liability towards the common expenses (including those mentioned in the FOURTH SCHEDULE hereunder written) within the respective due dates and in the manner mentioned hereunder, the Promoter in its sole discretion and without prejudice to the other rights and remedies available to the Promoter be entitled to meet out of the said deposit the amount/s under default. 6.11 Unless otherwise expressly so mentioned, all the said amounts specified hereinabove shall be paid and/or deposited by the State Allottee with the Promoter before the date of such performance, and pursuant commencement of liability. This shall not however prejudice the Promoter’s right to claim or realize the terms said amounts thereafter in case the liability arises or accrues thereafter or if the Promoter delivers possession of the RFP. TOAs may specify periodic payments based flat without claiming and/or receiving the same and/or otherwise. 6.12 It is expressly agreed and understood that in case the exact liability on deliverables all or stages of completion. A TOA may specify that a portion any of the payments due will heads mentioned hereinabove cannot be withheld until completion of quantified, then the TOA. The amount withheld from each payment shall be paid made according to the Contractor Promoter’s reasonable estimate subject to subsequent accounting and settlement within thirty (30) days a reasonable period. 6.13 Any apportionment of the State’s acceptance liability of all deliverables required under the TOA Allottee in respect of any item of expenses, taxes, duties, levies and receipt from the Contractor of a release in a form prescribed outgoings payable by the State for any claims arising out of or related to Allottee hereunder shall be final and binding on the TORFPAllottee. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which is . Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited. The final payment under a TOA or SWO will not be made until the Comptroller of the State receives certification that Contractor has paid all taxes. 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is .