15 - Agreement with SpearTip's Shadow Spear Platform

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MSA 2021 last two months of the term of the Agreement. Thereafter, Client will be invoiced as set forth in the SOW/Proposal. All other expenses and non -service deliverables will be submitted to Client every two weeks. All invoices are due and payable upon receipt. 3.4 Payment Terms. Client will pay fees, charges, and expenses to SpearTip in United States Dollars, by wire transfer of funds to an account designated by SpearTip or by check sent to SpearTip at an address to be designated by SpearTip. If there are any good faith disputes related to an invoice, Client will immediately pay the undisputed portion of the invoice and notify SpearTip in writing of Client's basis for withholding payment of the disputed amount. Disputes with respect to invoiced amounts will be deemed waived if not raised in writing. Upon receipt of Client's dispute notice, SpearTip and Client will work together in good faith to resolve such dispute in a prompt and mutually acceptable manner. If the dispute is not resolved within 30 days after receipt of Client's dispute notice, the parties will resolve the issue pursuant to the provisions of Section 15. Client will pay any disputed amounts within five calendar days after applicable disputed matters have been resolved. 3.5 Late Payment Interest; Convenience Fee. If Client does not pay an invoice within 20 calendar days after receipt, SpearTip may add an interest charge of one and one-half percent (1-1/2%) per month, or the maximum rate allowed by law if less; this interest will begin to accrue on the 21th day after Client's receipt of SpearTip's invoice and will accumulate on the outstanding balance on a daily basis until paid in full. Payments of invoices made by credit card will incur a convenience fee of 2.5% of the invoice amount, or the amount charged to SpearTip for processing; whichever is less. 4. CLIENT RESPONSIBILITIES 4.1 Client Personnel, Facilities and Resources. Client will provide SpearTip with timely access to appropriate Client personnel and will arrange for SpearTip personnel to have suitable and safe access to Client's facilities and systems. Client will also provide suitable office space and associated resources for SpearTip personnel working on-site, including all necessary computing and office support resources, and will undertake any other responsibilities described in the applicable SOW/Proposal. 4.2 Approvals and Information. Client will respond promptly to any SpearTip request to provide information, approvals, or authorizations that are reasonably necessary for SpearTip to perform the Services in accordance with the requirements of the SOW/Proposal. In addition, SpearTip may request instructions, directions or decisions from Client. SpearTip will document the requests and may present a default instruction, direction or decision. If the SOW/Proposal does not specify a period for Client's response, the time period will be seven (7) calendar days. If Client does not respond within the specified time period, SpearTip will be entitled to proceed on the basis of the default instruction, direction or decision, or in its reasonable discretion. 4.3 Sensor Issues. Client is responsible for resolving all sensor health issues. SpearTip may identify any sensor health issues to Client as part of its Deliverables. Client is responsible for investigating sensor issues including the deployment of appropriate sensors on all nodes, hosts or endpoints. SpearTip is not responsible for detecting and responding to malicious threats as result of blind spots in Client's network from the failure Client's failure to install appropriate sensors. 5. SPEARTIP RESPONSIBILITIES