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Appendix A
<br />Baker Tilly Virchow Krause, LLP
<br />Standard Business Terms
<br />These Standard Business Terms ("Terms') govern the services provided by Baker Tilly Virchow Krause, LLP ("Baker Tilly", 'We", "us" or "our") set forth in the
<br />Agreement for Services to which these Terms are attached (the "Services"). These Terms, together with the Agreement for Services to which they are
<br />attached, constitute the entire understanding and agreement between the client identified on such Agreement for Services (the "Client") and Baker Tilly with
<br />respect to the Services described in the Agreement for Services (collectively, the Agreement for Services and these Terms are referred to as the
<br />"Agreement") and supersede and incorporate all prior or contemporaneous representations, understandings or agreements, and may not be modified or
<br />amended except by an agreement in writing signed between the parties hereto. If there is a conflict between these Terms and the terms of the Agreement
<br />for Services, these Terms shall govern.
<br />Section 1. Confidentiality
<br />With respect to this Agreement and any information supplied in
<br />connection with this Agreement and designated by the disclosing party
<br />(the "Disclosing Party") as "Confidential Information" either by marking it
<br />as "confidential" prior to disclosure to the receiving party (the "Recipient")
<br />or, if such information is disclosed orally or by inspection, then by
<br />indicating to the Recipient that the information is confidential at the time
<br />of disclosure and confirming in writing to the Recipient, the confidential
<br />nature of the information within ten (10) business days of such
<br />disclosure, the Recipient agrees to: (i) protect the Confidential
<br />Information in the same manner in which it protects its confidential
<br />information of like importance, but in no case using less than reasonable
<br />care; (ii) use the Confidential Information only to perform its obligations
<br />under this Agreement; and (iii) reproduce Confidential Information only
<br />as required to perform its obligations under this Agreement. This section
<br />shall not apply to information which is (A) publicly known, (B) already
<br />known to the recipient; (C) disclosed to a third party without restriction;
<br />(D) independently developed; or (E) disclosed pursuant to legal
<br />requirement or order, including but not limited to an open records ruling
<br />by the Texas Office of the Attorney General, or as is required by
<br />regulations or professional standards governing the Services performed.
<br />Subject to the foregoing, Baker Tilly may disclose Client's Confidential
<br />Information to its subcontractors and subsidiaries.
<br />Section 2. Deliverables
<br />(a) Materials specifically prepared by Baker Tilly for Client as a
<br />deliverable under a Statement of Work (each a "Deliverable") may, when
<br />fully paid for by Client, be used, copied, distributed internally, and
<br />modified by Client but solely for its internal business purposes. Client
<br />shall not, without Baker Tilly's prior written consent, disclose to a third
<br />party, publicly quote or make reference to the Deliverables. Baker Tilly
<br />shall retain all right, title and interest in and to: (i) the Deliverables,
<br />including but not limited to, all patent, copyright, trademark and other
<br />intellectual property rights therein; and (ii) all methodologies, processes,
<br />techniques, ideas, concepts, trade secrets and know-how embodied in
<br />the Deliverables or that Baker Tilly may develop or supply in connection
<br />with this Agreement (the "Baker Tilly Knowledge"). Subject to the
<br />confidentiality restrictions contained in Section 1, Baker Tilly may use the
<br />Deliverables and the Baker Tilly Knowledge for any purpose.
<br />(b) The documentation for this engagement, including the workpapers, is
<br />not part of the Deliverables, is the property of Baker Tilly and constitutes
<br />confidential information. We may have a responsibility to retain the
<br />documentation for a period of time sufficient to satisfy any applicable
<br />legal or regulatory requirements for records retention. If we are required
<br />by law, regulation or professional standards to make certain
<br />documentation available to Regulators, Client hereby authorizes us to do
<br />so.
<br />Section 3. Acceptance
<br />Client shall accept Deliverables which (i) substantially conform to the
<br />specifications in the Statement of Work or (ii) where applicable,
<br />successfully complete the mutually agreed to acceptance test plan
<br />described in the Statement of Work. Client will promptly give Baker Tilly
<br />written notification of any non-conformance of the Deliverables with such
<br />requirements ("Non-conformance") within thirty (30) days following
<br />delivery of such Deliverables, and Baker Tilly shall have a reasonable
<br />period of time, based on the severity and complexity of the Non-
<br />conformance, to correct the Non-conformance so that the Deliverables
<br />substantially conform to the specifications. If Client uses the Deliverable
<br />before acceptance, fails to promptly notify Baker Tilly of any Non-
<br />conformance within such 30 -day period, or delays the beginning of
<br />acceptance testing more than five (5) business days past the agreed
<br />upon date for the start of such acceptance testing as specified or
<br />Consulting Terms Page 4 of 6
<br />otherwise determined under the Statement of Work, then the Deliverable
<br />shall be deemed irrevocably accepted by the Client.
<br />Section 4. Standards of Performance
<br />Baker Tilly shall perform its Services in conformity with the terms
<br />expressly set forth in this Agreement. Accordingly, our Services shall be
<br />evaluated on our substantial conformance with such terms and
<br />standards. Client acknowledges that the Services will involve the
<br />participation and cooperation of management and others of Client.
<br />Unless required by professional standards or Client and Baker Tilly
<br />otherwise agree in writing, Baker Tilly shall have no responsibility to
<br />update any of its work after its completion.
<br />Section 5. Warranty
<br />(a) Each party represents and warrants to the other that it has full power
<br />and authority to enter into and perform this Agreement and any
<br />Statement of Work entered into pursuant hereto and the person signing
<br />this Agreement or such Statement of Work on behalf of each party
<br />hereto has been properly authorized and empowered to enter into this
<br />Agreement.
<br />(b) Client warrants that it has the legal right and authority, and will
<br />continue to have the legal right and authority during the term of this
<br />Agreement, to operate, configure, provide, place, install, upgrade, add,
<br />maintain and repair (and authorize Baker Tilly to do any of the foregoing
<br />to the extent the same are included in the Services) the hardware,
<br />software and data that comprises any of Client's information technology
<br />system upon which or related to which Baker Tilly provides Services
<br />under this Agreement.
<br />(c) Baker Tilly warrants that any Services that it provides to Client under
<br />this Agreement and any Statement of Work will be performed in
<br />accordance with generally accepted industry standards of care and
<br />competence. Client's sole and exclusive remedy for a breach of Baker
<br />Tilly's warranty will be for Baker Tilly, in its sole discretion, to either: (i)
<br />use its reasonable commercial efforts to re -perform or correct the
<br />Services, or (ii) refund the fee Client paid for the Services that are in
<br />breach of Baker Tilly's warranty. Client must make a claim for breach of
<br />warranty in writing within ninety (90) days of the date that the Services
<br />that do not comply with Baker Tilly's warranty are performed. This
<br />warranty is voided in the event that Client makes alterations to the
<br />Services provided by Baker Tilly or to the environment in which the
<br />Services are used (including the physical, network and systems
<br />environments) that are not authorized in writing by Baker Tilly. If Client
<br />does not notify Baker Tilly of a breach of Baker Tilly's warranty during
<br />that 90 -day period, Client will be deemed to have irrevocably accepted
<br />the Services.
<br />(d) Baker Tilly does not warrant any third -party product (each, a
<br />"Product"). All Products are provided to Client by Baker Tilly "AS IS."
<br />Baker Tilly will, to the extent it is allowed to by its vendors, pass through
<br />any warranties and indemnifications provided by the manufacturer of the
<br />Product. Client, recognizing that Baker Tilly is not the manufacturer of
<br />any Product, expressly waives any claim that Client may have against
<br />Baker Tilly based upon any product liability or infringement or alleged
<br />infringement of any patent, copyright, trade secret or other intellectual
<br />property right (each a "Claim") with respect to any Product and also
<br />waives any right to indemnification from Baker Tilly against any such
<br />Claim made against Client by another. Client acknowledges that no
<br />employee of Baker Tilly or any other party is authorized to make any
<br />representation or warranty on behalf of Baker Tilly that is not in this
<br />Agreement.
<br />(e) This section 5 is Baker Tilly's only warranty concerning the services
<br />and any deliverable, and is made expressly in lieu of all other warranties
<br />and representations, express or implied, including any implied warranties
<br />Rev.Oct.2016
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