(j)
All requests for payment submitted by Seller to Buyer shall be accompanied by detailed and accurate invoices that describe with specificity the work, services or equipment for which the payment is requested. All such requests for payment shall be commensurate with the fair market value for such work, service or equipment.
If applicable, Seller agrees that it shall be reimbursed by Buyer only for reasonable lodging, meals, travel and other expenses for its employees or for such expenses incurred on behalf of third parties when supported by actual, accurate and reasonably detailed third-party invoices. Where Government Officials are involved, the request for reimbursement shall be accompanied by a written statement of the details of the expenses and an explanation of the purpose of the expenses, the reason that the participation of such officials was necessary, and the names of those in attendance and their employment or business affiliation.
For the purpose of detecting potential violations of Applicable Laws and Regulations, Seller shall perform periodic internal or independent audits, in accordance with its usual business practices, of (a) its respective financial books, accounts and records and (b) the origin of the funds and the source of assets sent by Seller to Buyer in connection with the Project.
Seller agrees that a material breach of one or more of the covenants or representations of Seller (Compliance Breach) in this Exhibit shall be sufficient cause for Buyer, acting in good faith, and not without reasonable prior written notice, to terminate Seller’s agreements with Buyer in respect of the Project, in whole or in part, and to declare them null and void, in which case Seller agrees that it shall forfeit any claim to any additional payments due to it under such agreements, other than payments for services previously rendered under such agreements, in addition to being liable for any damages or remedies available to Buyer under applicable law. Seller shall indemnify and hold harmless Buyer from any claims, costs, liabilities, obligations, and damages Buyer incurs (including, without limitation, for the fees of any legal counsel Buyer may retain or engage) as a result of such Compliance Breach.
This Exhibit shall be considered to be an integral part of the Agreement (and shall be effective on the same date as the Agreement) and its terms and conditions shall be deemed to be set forth in full in the Main agreement. In the event of a conflict between this Exhibit and the Agreement, this Exhibit shall prevail.
All the provisions in this Exhibit are material and shall survive the termination of Agreement between Buyer and Seller.
Seller shall not assign its rights and responsibilities contained in this Exhibit to a third party without the prior written approval of Buyer.
(k)
(l)
(m)
(n)
(o) (p)
Agreed to for and on behalf of Seller by:
__________________________________ [Signature]
NY:13068283.1
28
Name of Certifying Officer: _____________________________ Title: _____________________________ Date: _____________________________
NY:13068283.1 29
EXHIBIT 10 Options
Option
Option Price NY:13068283.1 30
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