Common use of Invoicing and Payment Clause in Contracts

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional TermsStatement of Services (Schedule I). Final invoices must be submitted within 60 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 60 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 60 days after the end date of the Contract. Each invoice will include (i) the Contract Number and TO numberNumber; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per ) a pricing calculation based on the Additional Terms, an itemization of the specified increments of time workedpayment terms, (vi), if applicable per the Additional Terms, ) properly reimbursable expenses (if any) incurred along with receipts for such expenses; expenses (if applicable) for all individual expenses exceeding $25 USD, and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ the Authorized Representative pursuant to the Payment TermsTerms (see Schedule I). If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional TermsStatement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional TermsStatement of Services, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor Unless otherwise stated in an Order, Company will submit invoice Client for all fees, charges and reimbursable expenses on a monthly basis and upon completion of each Order. Client agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from the date of each invoice. Failure to Mercy Corps pay invoices by the due date, unless Company has been informed by said due date that an invoice is being contested and the reason therefor, may result in accordance with the imposition of interest charges to the extent allowable by law as well as any associated legal and collection fees incurred. In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends an Order, pursuant to this Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing schedule per the applicable Order. To the extent that Client is not exempt and/or has not communicated its tax status to Company, Client further agrees to pay amounts equal to any federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Client to Company under this Agreement or any other Agreement between the Parties, exclusive of taxes based on Company’s net income or net worth. Client understands and invoicing delivery terms accepts that any pricing set forth in an Order does not include such taxes. All recurring software maintenance support, subscriptions and/or other service packages (“Recurring Services”) will automatically renew unless Client has (a) terminated the Additional Terms. Each invoice will include Agreement and/or applicable Order, per Section 4; (ib) provided sixty (60) days written notice prior to the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description scheduled renewal date of the Services performed, Recurring Services; or (ivc) not paid in full the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization renewal invoice within 45 days after scheduled renewal date of the specified increments of time workedRecurring Services, the Order (viand/or applicable addendum) will systematically terminate, but may be reinstated if/when the Client pays the renewal invoice in full (including any applicable reinstatement fees); Once payment has been received, if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts no refunds for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they Recurring Services are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesavailable. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.or

Invoicing and Payment. a. Contractor (a) On the Effective Date, the Company will submit invoices pay to Mercy Corps ▇▇▇▇▇▇▇ an amount equal to $1,000,000. Manager will invoice Company on or before the last day of each month for G&A Costs, Out-of-Pocket Expenses or amounts payable under Article III incurred during the immediately prior month and, in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description addition, provide an estimate of the Services performed, current month’s G&A Costs (ivnot to exceed the then-current monthly cap) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestOut-of-Pocket Expenses. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice The Company shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms invoiced amounts within 30 15 days after the later of (i) receipt of each such invoice. Any requests for payment in subsequent months will include corrections for any variances between estimated costs and actual costs incurred in prior months and shall reflect payment for or application of previous months’ variances. Notwithstanding the invoice foregoing or (ii) resolution anything else in this Agreement to the contrary, Manager may elect to retain proceeds that it receives on behalf of the items set forth Company to the extent it would otherwise invoice Company for such amounts and in the notice such event it shall show any such retained amounts as a credit on such invoice. Failure by Manager to submit an invoice for any amounts due hereunder shall not relieve Company of disputed chargesits payment obligations under this Agreement when due hereunder. c. Mercy Corps may off-set (b) For the term of the Transition Services Agreement and the Marketing Transition Services Agreement, the Company shall fund into the Company Bank Accounts the Company’s proportionate share of the fees due under the Transition Services Agreement and the Marketing Services Transition Agreement at least three (3) business days before payment under such agreements is due. (c) THE COMPANY MAY, WITHIN 120 DAYS AFTER THE END OF THE CALENDAR YEAR DURING WHICH AN INVOICE WAS RECEIVED FROM MANAGER, TAKE WRITTEN EXCEPTION TO ANY CHARGE, ON THE GROUND THAT THE SAME WAS NOT AN ACTUAL (OR, IF APPLICABLE, REASONABLE) COST, FEE OR EXPENSE INCURRED BY OR DUE TO MANAGER IN CONNECTION WITH THE PROVISION OF SERVICES, OR ON ACCOUNT OF ANY ERROR OR INACCURACY ON ANY INVOICE. THE COMPANY SHALL NEVERTHELESS PAY MANAGER ANY INVOICED OR OTHER AMOUNT IN FULL WHEN DUE OR REQUESTED, OR DEPOSIT SUCH AMOUNTS INTO THE COMPANY BANK ACCOUNTS WHEN SO REQUESTED FOR WITHDRAWAL BY MANAGER. SUCH PAYMENT OR DEPOSIT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE COMPANY TO RECOUP OR RECEIVE CREDIT FOR ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE AN ACTUAL (OR, IF APPLICABLE, REASONABLE) COST, FEE OR EXPENSE INCURRED BY OR DUE TO MANAGER, OR IS OTHERWISE AN ERROR OR INACCURACY IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE CREDITED AGAINST FUTURE AMOUNTS DUE HEREUNDER OR, UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT AFTER ALL SUCH CREDITS HAVE BEEN APPLIED, REFUNDED BY MANAGER TO COMPANY. COMPANY SHALL HAVE NO RIGHT TO DISPUTE ANY PAYMENT, INVOICE OR WITHDRAWAL AFTER SUCH 120 DAY PERIOD, AND SHALL BE DEEMED TO HAVE WAIVED ANY CLAIMS OR RIGHTS WITH RESPECT TO SUCH AMOUNTS TO THE EXTENT NOT DISPUTED WITHIN SUCH PERIOD. (d) Company shall have the right, upon 30 days’ prior notice to Manager, and at reasonable times during usual business hours of Manager or its Affiliates to, no more than twice per year, audit the records of Manager (excluding the Financial Records) for the purposes of this Section 5.10; provided, however, that such audit does not unreasonably interfere with the operations of Manager or its Affiliates. Company shall bear all costs and expenses incurred in connection with any audit. Notwithstanding anything herein to the contrary, Manager shall not be obligated to disclose or make available to the Company any information prohibited by applicable Laws or restricted by contractual obligations of confidentiality. This Section 5.10 shall survive termination or expiration of this Agreement for a period of two years from termination or expiration with respect to periods prior to such termination or expiration. (e) Any amount it owes Contractor against any determined to be owing by one Party to the other Party in connection with a dispute under Section 5.10(d) shall bear interest at the Agreed Rate from the date such amount Contractor owes Mercy Corpsshould have been paid to or retained by the Company until the date such amount is paid by the Party required to make such payment to the other Party.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with 8.1 The Service Provider D shall invoice the invoicing schedule and invoicing delivery terms set forth in Company the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses Fees (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received quarterly in advance on the date they are delivered to Mercy Corps’ Authorized Representative pursuant basis of the budgeted costs provided to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed Company in accordance with clause 29. Invoices shall be denominated in and payable in Japanese Yen by bank transfer. 8.2 Subject to the Additional Terms, Mercy Corps may dispute Service Provider D having provided the Services to which the invoice relates in accordance with this Agreement, and having complied with the invoicing requirements set out in this clause 8, the Company shall pay the invoiced amount by sending Contractor notice the end of the calendar month in which the invoice is received by the Company. 8.3 Where any supply for VAT purposes is made under or in connection with this Agreement by the Service Provider D: (a) the Service Provider D shall provide a valid VAT invoice in respect of any such dispute supply. Such invoice shall: (i) show the VAT in any invoice as a separate item; and (ii) be provided in a format and within the timescales as may be provided for by law from time to time; and (b) the Company shall, in addition to any payment made for that supply, pay to the Service Provider D such VAT as is validly chargeable in respect of the supply at the same time as payment is due or, if received later, as soon as reasonably practicable after Mercy Corps receipt of the invoice. Such notice shall clearly state VAT invoice referred to in this clause 8.3. 8.4 At the specific Services disputedend of each Financial Year, and Mercy Corps’ reason after finalisation of its financial statements, the Service Provider D shall provide the Company with final invoices which shall cater for disputing any: (a) upwards adjustment of any unbilled portion of the performance Fees (calculated on the basis of actual costs incurred during that Financial Year, plus the relevant mark-up thereon); or (b) downwards adjustment of any excess-billed portion of the Fees (calculated on the basis of actual costs incurred during that Financial Year, plus the relevant mark-up thereon). 8.5 The Service Provider D shall not make any payments to third parties on behalf of the Company, unless expressly requested by the Company to do so, in which case the Service Provider D shall make such payments as a paying agent only and shall not enhance the value of the services paid for. 8.6 The Company shall not be: (a) required to pay any amount to the Service Provider D in connection with the provision of the Services except for the Fees, VAT and any amounts paid by the Service Provider D as paying agent only in accordance with clause 8.5, in each case invoiced in accordance with this clause 8; or (b) responsible for the payment of any amount in respect of the Services which were not provided in accordance with this Agreement, or which were only required due to the Service Provider D’s negligent or deficient provision of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. a) Itemized costs - If expenses are allowed as provided in this Agreement, Subcontractor must also separately itemize these costs and provide copies of actual receipts in order to be reimbursable. b) Payment - Subcontractor shall be paid the prices set forth herein, less deductions, if any, after delivery and acceptance by the Contractor will and upon the submission of proper invoices according to the terms expressly stated in this Subcontract. Failure to submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsformat required by this clause will result in withholding of payment. c) Invoice submittal - Subcontractor shall submit invoices within in 30 days. Each Payment for an acceptable invoice shall be mailed to the Subcontractor’s address Net 30 days unless otherwise stated herein. Payment will be made on partial deliveries accepted by the Contractor, according to terms stated this Subcontract. Payment may be withheld if Subcontractor fails to submit any submittals if required by this Subcontract. Invoices shall be sent by the Subcontractor to Electronic Billing. Please include (i) your Company Name and Subcontract Number in the Contract Number subject line and TO number; (ii) Contractor’s name and address; (iii) a description send via e-mail to: ▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. Any payments made for Articles delivered prior to final acceptance of the Services performedArticles shall not constitute final acceptance of the Articles. THE CONTRACTOR’S SUBCONTRACT NUMBER AS SHOWN ON THE FACE OF THIS SUBCONTRACT MUST APPEAR ON ALL INVOICES. Delays in receiving invoices as well as errors and omissions thereon will be considered just cause for withholding payment without losing discount privileges. As a prerequisite for final payment, (iv) Subcontractor shall submit a “Lien Waiver and Release Upon Final Payment” attached hereto for the dates such Services were performedamount previously received by the Subcontractor and its lower tier subcontractors, (v)vendors or suppliers, if applicable per any, utilized for the Additional Terms, an itemization Work and must be signed by a duly authorized company representative. Final payment shall not be made until the lien waivers have been properly executed by the Subcontractor and all of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses its lower tier subcontractors (if any) incurred along with receipts ). Subcontractor’s failure to obtain the Lien Waiver and Release from all lower tier subcontractors, vendors, and suppliers will constitute a waiver of any kind against Contractor and its sureties resulting from nonpayment to any lower tier subcontractor, vendor, or supplier not disclosed to Contractor. Release and lien waivers must be submitted using the forms attached hereto. No other forms will be accepted. Facsimile or other electronic transmittals of the forms are acceptable, however, the sender is responsible for such expenses; ensuring receipt and (vii) such other information as Mercy Corps may reasonably requestonly legible copies will be accepted. Invoices will only Lien Waiver and Release Forms must be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance submitted with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesfinal payment. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. a) Itemized costs - If expenses are allowed as provided in this Agreement, Subcontractor must also separately itemize these costs and provide copies of actual receipts in order to be reimbursable. b) Payment - Subcontractor shall be paid the prices set forth herein, less deductions, if any, after delivery and acceptance by the Contractor will and upon the submission of proper invoices according to the terms expressly stated in this Subcontract. Failure to submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsformat required by this clause will result in withholding of payment. c) Invoice submittal - Subcontractor shall submit invoices within in 30 days. Each Payment for an acceptable invoice shall be mailed to the Subcontractor’s address Net 30 days unless otherwise stated herein. Payment will be made on partial deliveries accepted by the Contractor, according to terms stated this Subcontract. Payment may be withheld if Subcontractor fails to submit any submittals if required by this Subcontract. Invoices shall be sent by the Subcontractor to Electronic Billing, Please include (i) your Company Name and Subcontract Number in the Contract Number subject line and TO number; (ii) Contractor’s name and address; (iii) a description send via e-mail to: ▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Any payments made for Articles delivered prior to final acceptance of the Services performedArticles shall not constitute final acceptance of the Articles. THE CONTRACTOR’S SUBCONTRACT NUMBER AS SHOWN ON THE FACE OF THIS SUBCONTRACT MUST APPEAR ON ALL INVOICES. Delays in receiving invoices as well as errors and omissions thereon will be considered just cause for withholding payment without losing discount privileges. As a prerequisite for final payment, (iv) Subcontractor shall submit a “Lien Waiver and Release Upon Final Payment” attached hereto for the dates such Services were performedamount previously received by the Subcontractor and its lower tier subcontractors, (v)vendors or suppliers, if applicable per any, utilized for the Additional Terms, an itemization Work and must be signed by a duly authorized company representative. Final payment shall not be made until the lien waivers have been properly executed by the Subcontractor and all of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses its lower tier subcontractors (if any) incurred along with receipts ). Subcontractor’s failure to obtain the Lien Waiver and Release from all lower tier subcontractors, vendors, and suppliers will constitute a waiver of any kind against Contractor and its sureties resulting from nonpayment to any lower tier subcontractor, vendor, or supplier not disclosed to Contractor. Release and lien waivers must be submitted using the forms attached hereto. No other forms will be accepted. Facsimile or other electronic transmittals of the forms are acceptable, however, the sender is responsible for such expenses; ensuring receipt and (vii) such other information as Mercy Corps may reasonably requestonly legible copies will be accepted. Invoices will only Lien Waiver and Release Forms must be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance submitted with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesfinal payment. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. . c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps. 6.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional TermsStatement of Services (Schedule I). Final invoices must be submitted within 30 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 30 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 30 days after the end date of the Contract. Each invoice will include include (i) the Contract Number and TO numberNumber; (ii) Contractor’s name and address; (iii) a description of the Services performed, ; (iv) the dates such Services were performed, ; (v), if applicable per ) a pricing calculation based on the Additional Payment Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (viivi) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ the Authorized Representative pursuant to the Payment TermsTerms (see Schedule I). If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional TermsStatement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional TermsStatement of Services, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. 12.1 In consideration for the Contractor’s compliance with its obligations under this Contract the Council shall pay to the Contractor will submit invoices the Price. 12.2 The Council shall pay all sums properly due and payable to Mercy Corps the Contractor in cleared funds within thirty (30) days of receipt of a valid and undisputed invoice (or as otherwise stated). 12.3 Where the Contractor enters into a Sub-Contract for the purpose of performing its obligations under this Contract, the Contractor shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Contractor to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid and undisputed invoice. 12.4 The Price excludes any amount in respect of VAT and the Council shall, upon receipt of a valid and undisputed VAT invoice, pay such additional amounts in respect of VAT as are chargeable. 12.5 Any invoice submitted by the Contractor shall be considered and verified by the Council in a timely manner. 12.6 The Council may withhold payment against any invoice not submitted in accordance with this Contract and shall immediately notify the invoicing schedule Contractor in writing of its reason for so doing. If the invoice is disputed in part only, the Contractor shall issue a credit note in respect of the original invoice and invoicing delivery terms set forth issue an invoice for the part not in dispute. On receipt of such an invoice the Council shall pay that part of the original invoice which it accepts, while any query concerning a disputed sum is resolved. 12.7 Notwithstanding any other provision of this Contract, if the Contractor notifies the Council that the Contractor has failed to pay a valid and undisputed Sub- Contractor’s invoice within thirty (30) days of receipt, or the Council otherwise discovers the same, the Council shall be entitled to publish the details of the late payment or non-payment (including on government websites and in the Additional Terms. Each press). 12.8 If the Contractor does not submit an invoice will within six (6) months of either the provision of the Services or the delivery of the Goods to which the invoice relates the Council reserves the right to refuse payment. 12.9 Any invoice submitted by the Contractor shall include (i) the Contract Number and TO following as a minimum: 12.9.1 invoice date; 12.9.2 Contractor’s invoice number; (ii) /reference; 12.9.3 delivery address; 12.9.4 Contractor’s name and address; and 12.9.5 VAT number and split of VAT for each VAT rate (iii) a description of the Services performed, (iv) the dates such Services were performed, (vwhere applicable), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. . 12.10 Invoices will only should be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant sent to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, agreed contact point and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (electronic or adjusted invoice if paper format as agreed by the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesCouncil. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor 9.1 Subject to Clause 9.2, the Agency will submit usually invoice the Client in respect of all Remuneration, media and other costs and expenses monthly in arrears, and all invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on are payable within 30 days from the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor . 9.2 Where necessary to ensure that the performance Agency is in receipt of funds from the disputed Services is subsequently completed Client before it has to make payment to a Supplier, the Agency may invoice the Client in accordance with respect of media and other costs in advance of making a financial commitment to the Additional Termsrelevant Supplier, and the Client shall pay such invoices by the due date as stated on such invoice, to enable the Agency to meet the payment terms imposed by the Supplier. 9.3 In the event of the Agency’s credit insurers refusing, revising or withdrawing cover for the Client, or if the Agency is unable to obtain sufficient credit references in respect of the Client, the Client shall make payment to the Agency in advance of all media bookings and the Agency shall be under no obligation to make any booking on behalf of the Client until it is in receipt of cleared funds from the Client. 9.4 All sums quoted in this Agreement or any Scope of Work are exclusive of VAT or other applicable sales tax, which will be payable in addition and included and itemised separately on the Agency’s invoices, where appropriate, at the rate prevailing from time required to time. Where the Client notifies the Agency that it is not subject to VAT, the Client shall indemnify the Agency in respect of Contractor any claim against the Agency by HMRC in respect of VAT which HMRC determines should have been charged to complete the Client. 9.5 If, as a result of any currency devaluation or fluctuation, the sterling equivalent of the cost to the Agency incurred in respect of any overseas Advertising exceeds the cost anticipated at the date when the Client’s approval of such costs was obtained, the Agency will invoice the Client at the rate which is in operation at the time that overseas payments were made by it. 9.6 In addition to the right to suspend all Services b. Except as otherwise provided , in the Additional Termsevent of late or non-payment of any invoice, Mercy Corps the Agency reserves the right to charge interest on all invoices which are not paid by the relevant due date at the annual rate of 5% above the base rate from time to time of Barclays Bank PLC. Such interest will accrue on a daily basis from the date on which payment became due up to the date on which the Agency receives the full outstanding amount together with all accrued interest. 9.7 The Client shall reimburse the Agency for any late copy charges and for any charges imposed on the Agency in respect of any Advertising due to late payment by or on behalf of the Client. 9.8 Each party shall pay each invoice (all monies which are payable by it to the other without any right of set off, abatement or adjusted invoice withholding. 9.9 The Agency will not accept any responsibility and shall not be deemed to have received payment if the subject Client makes payments to the wrong bank account as a result of dispute) in accordance cyber-crime or otherwise. If the Client receives any indication that any of the Agency’s bank details have changed it is the Client’s responsibility to verify the new bank details with the Payment Terms within 30 days after the later of Agency’s finance director both in writing (inot including email) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesand by telephone before making any payments. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor (a) Unless otherwise specified in Exhibit A and subject to Section 2.3, Service Provider shall render to Rover within fifteen (15) days of the beginning of each month an invoice that includes estimates of all fees payable to it and all charges and expenses incurred by it for the then-current calendar month of the Transition Period, itemizing all such fees, charges and expenses in reasonable detail. These estimated amounts subsequently will submit invoices be adjusted by Service Provider to Mercy Corps in accordance with reflect final amounts and included on the invoicing schedule and invoicing delivery terms subsequent monthly invoice. Rover shall pay, or cause to be paid, any undisputed amounts set forth in each such invoice from Service Provider within fifteen (15) days after receipt by it of each such invoice. Payment to Service Provider of all invoices in respect of the Additional TermsTransition Services shall be made in United States dollars ($). Each Neither Party shall offset any amounts owing to it by the other Party or under the Share Purchase Agreement against amounts payable hereunder. Service Provider and Rover shall reasonably cooperate to develop a form of monthly report itemizing the fees, costs and expenses to Rover for each calendar month of the Transition Period to be included with the invoices to be delivered under this Section 2.2(a). (b) If there is a dispute between the Parties regarding the amounts shown as billed to Rover on any invoice, Rover shall pay the full amount of such invoice will that is not in dispute within the time periods set forth herein for such payment, and Service Provider shall, where applicable and practicable, furnish to Rover such additional supporting documentation to substantiate the amounts billed as Rover shall reasonably request. Upon delivery of such additional documentation, the Parties shall cooperate in good faith and use their commercially reasonable efforts to resolve such dispute. If the Parties are unable to resolve such dispute within twenty (20) Business Days after the delivery of such additional supporting documentation by (c) For a period of seven (7) years after the Closing, each Party shall keep and maintain books, records, accounts and other documents related to the provision of the Transition Services consistent with historical practices. Such records shall include receipts, invoices, memoranda, vouchers, inventories, timesheets and accounts pertaining to the Transition Services, as well as complete copies of all written contracts, purchase orders, service agreements and other such written arrangements entered into in connection therewith. (d) Notwithstanding the payment by Rover of any charges, Rover shall have the right, by written notice given to Service Provider no later than six (6) months following the delivery of the applicable invoice (including any invoice adjusting the applicable estimated amounts to reflect final amounts), to review and contest the charges. Rover shall have the right to audit Service Provider or any of its Affiliate’s relevant books, records, documents, accounting practices or internal controls; provided that such audit (i) relates solely to the Contract Number Transition Services and TO number; (ii) Contractorshall not unreasonably interrupt the business or operations of Service Provider and its Affiliates. Subject to the foregoing limitations, upon written request by Rover, Service Provider shall, or shall cause its Affiliates to, within a reasonable period of time, provide, at the sole cost and expense of Rover, assistance, records and access reasonably requested by Rover in responding to such audit (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any material deficiencies in Service Provider’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (vor its Affiliates’ internal controls or procedures), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines extent that Services that are such assistance, records or access is within the subject reasonable control of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, Service Provider or its Affiliates and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as relates to the steps required of Contractor to ensure that the performance of the disputed Transition Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargeshereunder by Service Provider. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor A. Invoices. METALFRIO may invoice parts of an order separately, or may invoice purchases of Products in one invoice. Additional charges will submit apply if you request customized invoicing, consolidated invoicing, or other special billing arrangement or statements. METALFRIO reserves the right to change the method of delivery of all documentation. You agree that all invoices to Mercy Corps will be deemed accurate unless you advise METALFRIO in accordance with writing of a bona fide, material error within fourteen (14) days from the invoicing schedule and invoicing delivery terms set forth in date of such invoice. In the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) event you advise METALFRIO of a description of the Services performedmaterial error, (iva) the dates payment of any amounts corrected or modified by METALFRIO in writing will be due, and you shall pay such Services were performedamounts, within fourteen (v)14) days of such correction, if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (viib) you shall pay all other amounts by the invoice due date. In the event you withhold payment of any invoiced amounts upon an assertion that such other information amounts are erroneous, and METALFRIO subsequently concludes that such invoiced amounts are accurate, then you shall pay a late payment fee as Mercy Corps may reasonably requestdescribed in Section 4.C, from the due date, for such B. Payment. Invoices will only be deemed received are due and payable within the time period noted on your invoice, or if not noted, then within thirty (30) days measured from the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they subject to continuing credit approval by METALFRIO, provided that, such approval may be revoked without notice from METALFRIO. Payment shall agree be made in writing the currency as invoiced by METALFRIO. Payment for Products must be made by credit card, automated clearing-house, wire transfer, electronic funds transfer or some other prearranged payment method, unless credit terms have been agreed to by METALFRIO. You shall make payment to METALFRIO for Products to the steps required of Contractor account indicated by METALFRIO (as may be amended from time to ensure that the performance time). Timely payment is of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesessence. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative 11.1 Payment by KABINET EVENTS pursuant to the Payment TermsContract only takes place if the Contractor complied fully with its obligations pursuant to the Contract, the latter at the discretion of KABINET EVENTS. If Mercy Corps determines that Services that are As the subject of occasion arises the Contractor must send, barring a different written arrangement, an invoice have not been performed for the stipulated amount to the address specified by KABINET EVENTS and for the attention of the contact person designated by KABINET EVENTS. Unless the parties stipulate otherwise in accordance with the Additional Termswriting, Mercy Corps may dispute upon payment of the invoice by sending Contractor notice KABINET EVENTS applies a payment term of such dispute 60 days after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance The invoice of the Services. If both parties accept the dispute Contractor must always include a description of the invoice, they shall agree in writing Contract and the relevant event to which the invoice is related as well as the project number indicated by KABINET EVENTS and the project name indicated by KABINET EVENTS. 11.2 If the Contractor did not comply with the obligations pursuant to the steps required of Contract in a timely manner or not completely or not in the stipulated manner then the Contractor shall, after KABINET EVENTS has pointed the Contractor to ensure this, without a further notice of default, be in default and the Contractor shall be liable to pay the statutory interest rate on the stipulated amount in respect of the time that the performance default continues. As the occasion arises, KABINET EVENTS shall (be able to) take judicial steps in order to accomplish compliance with the Contract in the course of which any and all judicial and extrajudicial costs incurred by KABINET EVENTS in connection therewith shall be at the expense of the disputed Services Contractor. 11.3 KABINET EVENTS is subsequently completed entitled to suspend the payment (either in accordance whole or in part) if it observes a failure to comply with one of the Additional Terms, and obligations by the time required Contractor. KABINET EVENTS is always entitled to deduct and/or settle outstanding invoices of the Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice from and/or with claims of KABINET EVENTS (or adjusted invoice if its related undertakings) vis-à-vis the subject Contractor and/or undertakings related to the Contractor. 11.4 If KABINET EVENTS does not provide for payment in a timely manner then it shall only be liable to pay the statutory commercial interest rate after a written notice of dispute) in accordance with default. Any collection costs will be borne by the Payment Terms within 30 days after Contractor until such time as the later of (i) receipt of the invoice or (ii) resolution of the items reasonable payment term set forth in the notice of disputed chargesdefault has expired and KABINET EVENTS is still in default. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional TermsStatement of Services (Schedule I). Final invoices must be submitted within 30 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 30 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 30 days after the end date of the Contract. Each invoice will include (i) the Contract Number and TO numberNumber; (ii) Contractor’s name and address; (iii) a description of the Services performed, ; (iv) the dates such Services were performed, ; (v), if applicable per ) a pricing calculation based on the Additional Payment Terms, an itemization of the specified increments of time worked, ; (vi), if applicable per the Additional Terms, ) properly reimbursable expenses (if any) incurred along with receipts for such expensesexpenses (if applicable) for all individual expenses exceeding twenty-five US Dollars (US$25); and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ the Authorized Representative pursuant to the Payment TermsTerms (see Schedule I). If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional TermsStatement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional TermsStatement of Services, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 thirty (30) days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges4. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor (a) On the Effective Date, the Company will submit invoices pay to Mercy Corps ▇▇▇▇▇▇▇ an amount equal to $1,000,000. Manager will invoice Company on or before the last day of each month for G&A Costs, Out-of-Pocket Expenses or amounts payable under Article III incurred during the immediately prior month and, in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description addition, provide an estimate of the Services performed, current month’s G&A Costs (ivnot to exceed the then-current monthly cap) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestOut-of-Pocket Expenses. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice The Company shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms invoiced amounts within 30 15 days after the later of (i) receipt of each such invoice. Any requests for payment in subsequent months will include corrections for any variances between estimated costs and actual costs incurred in prior months and shall reflect payment for or application of previous months’ variances. Notwithstanding the invoice foregoing or (ii) resolution anything else in this Agreement to the contrary, Manager may elect to retain proceeds that it receives on behalf of the items set forth Company to the extent it would otherwise invoice Company for such amounts and in the notice such event it shall show any such retained amounts as a credit on such invoice. Failure by Manager to submit an invoice for any amounts due hereunder shall not relieve Company of disputed chargesits payment obligations under this Agreement when due hereunder. c. Mercy Corps may off-set (b) For the term of the Transition Services Agreement and the Marketing Transition Services Agreement, the Company shall fund into the Company Bank Accounts the Company’s proportionate share of the fees due under the Transition Services Agreement and the Marketing Transition Services Agreement at least three (3) business days before payment under such agreements is due. (c) THE COMPANY MAY, WITHIN 120 DAYS AFTER THE END OF THE CALENDAR YEAR DURING WHICH AN INVOICE WAS RECEIVED FROM MANAGER, TAKE WRITTEN EXCEPTION TO ANY CHARGE, ON THE GROUND THAT THE SAME WAS NOT AN ACTUAL (OR, IF APPLICABLE, REASONABLE) COST, FEE OR EXPENSE INCURRED BY OR DUE TO MANAGER IN CONNECTION WITH THE PROVISION OF SERVICES, OR ON ACCOUNT OF ANY ERROR OR INACCURACY ON ANY INVOICE. THE COMPANY SHALL NEVERTHELESS PAY MANAGER ANY INVOICED OR OTHER AMOUNT IN FULL WHEN DUE OR REQUESTED, OR DEPOSIT SUCH AMOUNTS INTO THE COMPANY BANK ACCOUNTS WHEN SO REQUESTED FOR WITHDRAWAL BY MANAGER. SUCH PAYMENT OR DEPOSIT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE COMPANY TO RECOUP OR RECEIVE CREDIT FOR ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE AN ACTUAL (OR, IF APPLICABLE, REASONABLE) COST, FEE OR EXPENSE INCURRED BY OR DUE TO MANAGER, OR IS OTHERWISE AN ERROR OR INACCURACY IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE CREDITED AGAINST FUTURE AMOUNTS DUE HEREUNDER OR, UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT AFTER ALL SUCH CREDITS HAVE BEEN APPLIED, REFUNDED BY MANAGER TO COMPANY. COMPANY SHALL HAVE NO RIGHT TO DISPUTE ANY PAYMENT, INVOICE OR WITHDRAWAL AFTER SUCH 120 DAY PERIOD, AND SHALL BE DEEMED TO HAVE WAIVED ANY CLAIMS OR RIGHTS WITH RESPECT TO SUCH AMOUNTS TO THE EXTENT NOT DISPUTED WITHIN SUCH PERIOD. (d) Company shall have the right, upon 30 days’ prior notice to Manager, and at reasonable times during usual business hours of Manager or its Affiliates to, no more than twice per year, audit the records of Manager (excluding the Financial Records) for the purposes of this Section 5.10; provided, however, that such audit does not unreasonably interfere with the operations of Manager or its Affiliates. Company shall bear all costs and expenses incurred in connection with any audit. Notwithstanding anything herein to the contrary, Manager shall not be obligated to disclose or make available to the Company any information prohibited by applicable Laws or restricted by contractual obligations of confidentiality. This Section 5.10 shall survive termination or expiration of this Agreement for a period of two years from termination or expiration with respect to periods prior to such termination or expiration. (e) Any amount it owes Contractor against any determined to be owing by one Party to the other Party in connection with a dispute under Section 5.10(d) shall bear interest at the Agreed Rate from the date such amount Contractor owes Mercy Corpsshould have been paid to or retained by the Company until the date such amount is paid by the Party required to make such payment to the other Party.

Invoicing and Payment. a. Contractor will submit invoices A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the STATE shall annually pay to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms COUNTY that amount which is set forth in the Additional Terms. Each invoice will include (i) STATE'S budget for each fiscal year involved as the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description STATE'S contribution to the support of the Services performedorganization maintained by COUNTY for the prevention and suppression of wildland fires on lands described herein. The total amount payable by STATE to COUNTY for Gray Book-County Budget Detail (Gray Book) shall not exceed the amount specified in Exhibit B, (iv) Section 1. C. during the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization term of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestthis Agreement. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant This amount shall not include payments to the Payment TermsCOUNTY for COUNTY resources used to suppress STATE responsibility fires under conditions set forth in Exhibit A, Paragraph 10. If Mercy Corps determines B. of this Agreement. B. COUNTY shall request payment in an amount not to exceed the sum designated in Paragraph A above in the manner described hereinafter. C. Total Amount of this Agreement shall not exceed $49,955,850.00. D. COUNTY shall prepare and submit “Gray Book” invoices to STATE monthly, quarterly, semi-annually, or annually at COUNTY'S option, in arrears after STATE has certified that Services that are the subject of an invoice such services have not been performed satisfactorily provided in accordance with this Agreement, during the Additional Termsperiod covered by said invoice. The final statement for any fiscal year covered by this Agreement shall be submitted no later than sixty days following the end of that fiscal year. “Gray Book” invoices shall include the Agreement Number. E. Invoice(s) shall be submitted to: F. In the event that the STATE during the term of this Agreement increases salary, Mercy Corps augments staffing, or other expense items, having the effect of increasing such cost, the “Gray Book” may dispute be amended to reflect such increase provided that funds have been appropriated and are available for such purpose. Similarly, in the invoice by sending Contractor notice event that the STATE receives a budget reduction having the effect of decreasing such dispute after Mercy Corps receipt cost, the “Gray Book” may be amended to reflect such decrease. In the event no appropriation is made for the purpose of this Agreement, the obligations of the invoice. Such notice parties to each other under this Agreement shall clearly state the specific Services disputed, cease and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they this Agreement shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, become null and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesvoid. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps (a) The Purchaser must pay the Seller for the Works provided in accordance with the invoicing schedule rates and invoicing delivery terms charges set forth out in the Additional Terms. Each invoice will include (i) Contract, such rates and fees to remain fixed for the term of the Contract Number unless otherwise stated in the Contract or agreed between the parties. (b) These prices shall include all costs incurred by the Seller in relation to the Goods, including without limitation the cost of manufacture, testing, certification, packaging, handling, storage, transport and TO number; (ii) Contractor’s name and address; (iii) a description all costs incurred in the course of carrying out the requirements of the Services performed, Contract. (ivc) The Seller must deliver to the dates such Services were performed, (v), if applicable per Purchaser an invoice covering the Additional Terms, an itemization of Works provided during the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestprevious calendar month. Invoices will only shall be deemed received on submitted in the date they are delivered to Mercy Corps’ Authorized Representative pursuant to number and form requested by the Payment Terms. If Mercy Corps determines that Services that are Purchaser, accompanied by such certification and documentation as the subject Purchaser may require, including provision of purchase order number details. (d) The Purchaser must, unless a dispute is raised under clause 23 in respect of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute prior to payment of the invoice, they shall agree in writing as to pay the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after of end of month. (e) If the later of (i) receipt Purchaser disputes any invoice in whole or in part, the Purchaser must as soon as reasonably practicable thereafter notify the Seller of the dispute. The Purchaser will not pay a disputed invoice (whether in whole or in part) until the dispute is resolved. (f) The Purchaser may set-off against payments due to the Seller any amount claimed by the Purchaser (or any of its related bodies corporate) from the Seller. (g) No payment by the Purchaser shall prejudice the Purchaser’s right to question or dispute an invoice or (ii) resolution of pursue or recover any claims against the items set forth in the notice of disputed chargesSeller. c. Mercy Corps may off-(h) The Seller must pay any fees, charges, levies and taxes imposed by Authorities in connection with the Goods and the rates and charges set any amount it owes Contractor against any amount Contractor owes Mercy Corpsout in this Contract are deemed to include all such fees, charges, levies and taxes.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with (a) The price for the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include Goods, Services and/or Equipment: (i) the Contract Number and TO numberis exclusive of VAT; and (ii) Contractorshall include all costs associated with the supply thereof and the Supplier’s name compliance with the Contract. (b) Subject to the Goods, Services and/or Equipment supplied complying with the Contract, and addressfurther subject to the Company receiving a valid tax voice that complies with applicable VAT laws and the Company’s invoice requirements (‘Invoice’), the Company must pay the Supplier within 60 days from the last day of the month in which the Invoice is received by the Company unless a lesser period for payment is specified in the Purchase Order. (c) Where electronic Invoices are submitted by the Supplier, the Company agrees to accept such Invoices as validly issued Invoices, provided clause 10(b) is complied with, and the Supplier guarantees the authenticity of origin and integrity of the content thereof. (d) Provided the Supplier complies with clause 10(b), the Company will pay to the Supplier any VAT properly chargeable in connection with an Invoice. (e) The Company shall not be liable for any interest for late payments. (f) The Company may: (i) deduct and withhold amounts required by relevant tax laws or regulations from a payment made to the Supplier and pay the withheld amounts directly to the relevant tax authorities and such amounts are deemed to have been paid to the Supplier on the date on which the remainder of the payment to which it relates was paid to the Supplier; (ii) withhold payment of any Invoice, or part thereof, which it reasonably disputes; and (iii) offset payments due under the Purchase Order against liquidated Losses sustained by the Company owing to the Supplier’s failure to perform under the Contract. (g) Should the Supplier fail, for reasons not attributable to the Company, to submit an invoice within 120 days from the date on which the Goods, Services and/or Equipment have been supplied and accepted by the Company as compliant, the Company shall be entitled, on notice to the Supplier, to cancel the Purchase Order. In these circumstances the Supplier must request the Company in writing to reissue a description Purchase Order before the Supplier will be able to submit its invoice. The Company will not incur any liability to the Supplier as a result of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization cancellation of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesPurchase Order. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor (a) BRC will, subject to the terms of the Agreement (including, without limitation, clause 8(b), pay the Supplier an amount not exceeding the Price. (b) If the Supplier wishes to claim an amount in excess of the Price, the Supplier must obtain BRC’s prior written approval for any increase in the Price. BRC will submit invoices not be liable to Mercy Corps pay the Supplier more than the Price, unless prior written approval is obtained from BRC for the excess amount. This process must be repeated for any excess amount. (c) The Supplier may only invoice BRC after the delivery of the Goods in accordance with clause 2.2(a) and/or the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance completion of the Services. If both parties accept Invoices must include the dispute contract / order number provided by BRC (if any), the budget number provided by BRC (if any), the name of BRC’s representative who ordered the Goods and/or Services, a detailed description of the Goods supplied and/or Services performed, the Price payable by BRC and any other information reasonably required by BRC. (d) Subject to clause 8(e), BRC will pay the amount of invoices issued by the Supplier under clause 8(c) within 25 days from the date of the invoiced received, except where BRC disputes the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Serviceswhich case: b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt BRC will pay the undisputed part of the invoice or (if any); (ii) if the resolution of the items set forth in dispute determines that BRC is to pay an amount to the notice Supplier, BRC will pay that amount upon resolution of disputed chargesthat dispute. c. Mercy Corps (e) BRC may off-set reduce any payment due to the Supplier under the Agreement by any amount it owes Contractor against any amount Contractor owes Mercy Corpsfor which the Supplier is or may be liable to BRC, including costs, charges, damages and expenses. This does not limit BRC’s right to recover those amounts in other ways.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsadditional terms. Each invoice will include (i) the Contract Number contract number and TO PO number; (ii) Contractor’s name and address; (iii) a description of the Services services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Termsadditional terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative authorized representative pursuant to the Payment Termspayment terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Termsadditional terms, Mercy Corps may dispute the invoice by sending Contractor contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services services disputed, and Mercy Corps’ reason for disputing the performance of the Servicesservices. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional additional Terms, and the time required of Contractor contractor to complete the Servicesservices b. Except as otherwise provided in the Additional Termsadditional terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms payment terms within 30 calendar days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor the contractor against any amount Contractor the contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit (a) Except as specifically addressed herein, pricing for Installation Services and for Medical Staff, Equipment and Supplies shall be on a Firm Fixed Price (“FFP”) basis as set forth on Exhibit A, attached. (b) Upon execution of this Agreement, SLS shall be entitled to invoice Mobilization costs in the amount of $712,500.00 as set forth on Exhibit A (“Advance Payment”). The initial invoice shall be payable by TXDEM upon receipt of a properly prepared and submitted invoice within ten (10) days after receipt. (c) Subsequent invoices to Mercy Corps for the remaining FFP (and for Additional Cost items) shall be issued by SLS monthly during the Term of this Agreement and shall be payable by TXDEM on a Net 30-day basis upon receipt of a properly prepared and submitted invoice in accordance conformance with the invoicing schedule Texas Prompt Payment law. The first of these subsequent invoices shall credit TXDEM the Advance Payment in full. (d) All payments shall be made by electronic direct deposit. SLS is required to complete and invoicing delivery terms set forth in submit to TXDEM a Vendor Direct Deposit Authorization form prior to the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably first payment request. Invoices will only The form can be deemed received on accessed at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/business/budgets-and-accounting/accounting/general/. (e) SLS acknowledges that TXDEM may submit its costs incurred in connection with EPCC and the date they are delivered to Mercy Corps’ Authorized Representative pursuant services provided herein to the Payment Terms. If Mercy Corps determines that Services that are Federal Emergency Management Agency (“FEMA”) for reimbursement. (f) Invoices for cost-reimbursable items shall describe the subject of an invoice have not been performed in accordance with the Additional Termstype, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputedamount, and Mercy Corps’ reason cost of each such item of Additional Cost for disputing which reimbursement is sought. Invoices should include supporting documentation for the performance of the Services. If both parties accept the dispute of the amounts shown on each such invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Unless otherwise agreed to in writing by the parties hereto, the Contractor will submit invoices to Mercy Corps AMA, to the attention of the Contract Manager, once per month for Services completed. No compensation or reimbursement of expenses shall be paid to the Contractor for performing the Services except as specifically provided for in accordance with this Agreement. AMA shall not be required to make payment for any services performed or expenses incurred by the invoicing schedule and invoicing delivery terms set forth Contractor to remedy errors or omissions for which, in the Additional Termsreasonable opinion of AMA, the Contractor is responsible. Each invoice will include (i) The Contractor shall not be entitled to any compensation for extra work/services performed unless such work/services is previously authorized in writing by AMA. Invoices shall identify the Contract Number Agreement number, the payment, any applicable taxes, the applicable tax registration number, and TO number; (ii) Contractor’s name and address; (iii) a description of the results achieved with respect to the Services performed, (iv) and failure to include the dates such Services were performed, (v), if applicable per aforementioned information may result in the Additional Terms, an itemization of invoices being returned to the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; Contractor and (vii) such other payment being withheld until all information as Mercy Corps may reasonably requestis provided. Invoices will only be deemed received on payable by AMA net thirty (30) days of receipt subject to statutory holdbacks and conditional upon the date they are delivered satisfactory completion of the Services, such completion to Mercy Corps’ Authorized Representative pursuant to be determined in the Payment Termssole discretion of AMA, acting reasonably. If Mercy Corps determines Should AMA determine that the Services that are the subject of an invoice have not been performed completed satisfactorily, in accordance with the Additional Termswhole or in part, Mercy Corps AMA may dispute the invoice withhold any payment otherwise owing by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as AMA to the steps required of Contractor until all such Services have been performed to AMA’s satisfaction. In addition, without limiting any other rights or remedies it may have, AMA shall be entitled to deduct from payment to the Contractor any amounts owing by the Contractor to ensure that AMA from time to time. Should the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor not give written notice to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice AMA within sixty (or adjusted invoice if the subject of dispute60) in accordance with the Payment Terms within 30 days after the later Contractor receives payment of any invoice that it intends to dispute the amount tendered by AMA in payment of such invoice, the Contractor will be deemed to have accepted such payment (itogether with the amount of holdback made from such payment) receipt as full and final payment for the items described in the invoice and will be estopped from denying that it received full payment for the items described in such invoice. The final invoice must be received by AMA within a month of completion of the invoice or (ii) resolution applicable Services failing which the Contractor will lose all of the items set forth in the notice of disputed chargesits rights to recover payment thereto. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices Payment for any and all invoice(s) that may arise as a result of a Contract or Purchase Order issued pursuant to Mercy Corps this Bid Specification shall minimally meet the following conditions to be considered as a valid payment request. If progress payments are applied for, all invoicing and payments shall be as stipulated under the Special Conditions section titled “Progress Payments”. Timely submission of a property certified invoice(s) in strict accordance with the invoicing schedule price(s) and invoicing delivery terms set forth elements as stipulated in the Additional TermsContract document should be submitted per General Conditions, Article 14. Each All invoices shall be based upon and submitted with an approved Schedule of Values. Said Schedule of Values shall also contain a percentage breakdown of the supplies and services completed for which payment is requested in comparison to the total contract. All invoices submitted shall consist of an original and one (1) copy. • clearly referenced the subject Contract or Purchase Order number. • provide a sufficient salient description to identify the goods or services for which payment is requested. • contain date of delivery. • original or legible copy of a signed delivery receipt including both manual signature and printed name of a designated CITY employee or authorized agent; be clearly marked as “partial”, “complete” or “final” invoice. The CITY shall accept partial deliveries. The invoice will include (i) shall contain the BIDDER’s Federal Employer Identification number. The CITY’s terms of payment, unless otherwise stated in the Contract Number or Purchase Order documents, are “Net 30 Days” after acceptance of goods or services and TO number; (ii) Contractor’s name receipt of an acceptable invoice as described herein. Any other items of payment must have been previously approved by the CITY and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received appear on the date they are delivered Contract or Purchase Order document to Mercy Corps’ Authorized Representative pursuant be binding on the CITY. Should the CITY return an invoice for correction, the VENDOR shall resubmit a corrected invoice to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason CITY for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesprocessing. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit The Participant agrees and undertakes to fulfill its financial obligations towards EXIST as per PUE. b. EXIST issues the invoice within the periods prescribed in PUE, following the date on which the settlement notifications that form the basis for the invoice are published. The Participant follows the invoices to Mercy Corps in accordance with issued on its account through the invoicing schedule and invoicing delivery terms set forth in STP. The Parties pay the Additional Terms. Each invoice will include (i) debts specified on the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable invoices issued as per the Additional Terms, an itemization of relevant legislation within the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed timeframes described in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesPUE. c. Mercy Corps The Participant issues the invoice within seven days following the date on which the settlement notifications that form the basis for the invoice are announced by EXIST through the STP, and notifies them by the end of the month in which the notifications were made. d. If the amount of the securities of the defaulting Participant is not sufficient to offset the debts arising from the invoices, the difference is reflected on other participants and/or the transmission company under the Uncollectible Receivables item as per PUE. If the receivables reflected on other participants and/or the transmission company are collected at a later date; the entire amount collected, minus any expenses, is reflected on the relevant participants and/or transmission company on the same pro rata basis. e. In regards to the services rendered by EXIST, the Participant is charged a Market Operation Fee, Imbalance Settlement Operation Fee and Market Participation Fee as per the relevant legislation. f. EXIST has the rights of lien, retention, compensation, set-off on the Participant's receivables due from EXIST. g. The assets in the default security account created with the securities retained by EXIST and the Central Settlement Institution with respect to the markets operated by EXIST or whose financial settlement and other financial procedures are carried out by EXIST; may off-set any amount not be used other than for their intended purpose, retained, pledged, included in the bankrupt's estate, subjected to interim injunction or affected by liquidation decisions made by the administrative authority. The Participant agrees, represents and undertakes that "in case of bankruptcy, composition of debts etc.", it owes Contractor against any amount Contractor owes Mercy Corpsmay not impose injunctions on the securities it has provided for its transactions in the Natural Gas Market. Otherwise, these securities which will become void, will not be taken into consideration when calculating the Participant's securities.

Invoicing and Payment. a. Contractor will submit invoices Billing contact may be changed upon written notice to Mercy Corps in accordance with the invoicing schedule other party’s billing contact. 50% of all project- based Professional Services and invoicing delivery terms non-recurring charges for Managed/Hosted Services are due prior to commencement of project (a “Deposit”). Unless otherwise set forth in a SOW, all other Professional Services are invoiced weekly as incurred; recurring Services and subscription licenses are invoiced monthly in advance for the Additional Termsterm indicated in the applicable SOW; and software maintenance fees are invoiced yearly in advance and equipment and third-party software are invoiced upon order. Each Payment of a Deposit is due within fifteen days of the invoice will include date (and prior to commencement of a project) and all other payments must be received by Netrix within 30 days of the invoice date. If required, Client shall issue purchase orders on or before Client signs the SOW, and any preprinted terms included with such purchase orders shall not apply. Invoices are deemed accepted by Client unless written notice of disputed items (containing the reasons and disputed amount) is received by Netrix not less than fifteen (15) business days prior to the due date. Client agrees to timely pay the undisputed portion and Netrix’s acceptance of such partial payment shall not waive any of its rights as to the remaining balances nor constitute accord and satisfaction. Disputed amounts resolved in favor of Netrix shall be paid with interest within ten days of resolution of the dispute. Netrix may charge interest on all past due amounts at the lesser of (a) 1.5% per month, or (b) the greatest amount allowed by law in the applicable jurisdiction. In the event of late payment or a payment dispute not resolved within 30 days of the invoice due date, Netrix may (i) the Contract Number and TO numberterminate or suspend performance under any SOW; (ii) Contractor’s name proceed for the collection of the overdue amount and addressbe reimbursed for any related loss, cost or expense of collection including reasonable attorney fees, court costs and administrative charges; and/or (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (reclaim or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargeshold any unpaid Deliverables. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.