15 - Agreement with SpearTip's Shadow Spear Platform

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MSA 2021 SpearTip's specific responsibilities in performing the Services including any service level agreements will be set out in the applicable SOW/Proposal. SpearTip's employees, consultants and agents will use reasonable business practices while performing the Services and will, as much as possible given the nature of the Services, observe the working hours, working rules, and policies of Client while working on Client's premises, including but not limited to compliance with Client's technology security handbook or Client's information technology policies. 6. CHANGE ORDERS 6.1 Changes to Statements of Work. Either party may propose changes to the scope, nature or time schedule of the Services being performed under an applicable SOW/Proposal. Requests for changes will be submitted to the other party in writing for consideration of feasibility and likely effect on the cost and schedule for performance of Services. The parties will mutually agree to any proposed changes, including resulting equitable adjustments to costs and schedules for the performance of Services. Proposed changes will be affected through written amendments to the affected SOW/Proposal, signed by both parties (referred to as "Change Orders"). SpearTip may proceed with performing changed work following receipt of an oral instruction to proceed by Client's Project Manager, as designated in the SOW/Proposal, or another authorized representative provided that SpearTip sends a written confirmation of such instruction to the Client Project Manager. 6.2 Effect on Prices. Amounts payable pursuant to Change Orders will be in addition to any compensation or expenses specified in the SOW/Proposal. If a Change Order will have the effect of delaying the expected completion date of any milestones under a SOW/Proposal, the amounts payable under the Change Order will include a reasonable carrying charge reflecting SpearTip's cost of funds for the rescheduled milestone(s). 7. ACCEPTANCE As part of the Services, SpearTip will provide Client with the Deliverables identified in the SOW/Proposal. SpearTip's conformity to the specifications and service levels set forth in the SOW/Proposal will solely determine Client's right to reject the Deliverables. Client shall report any deficiencies in the Deliverables in writing within ten (10) days of receipt specifying in detail the deficiencies. If Client does not report any deficiencies within the ten (10) day period, the Deliverables will be deemed accepted. SpearTip will correct the deficiencies within a reasonable time period. Client acknowledges that SpearTip's ability to correct any defects in the Deliverables is dependent upon and may be delayed due to third -party vendors or licensors. 8. NOT AN EXCLUSIVE AGREEMENT It is expressly understood and agreed that this Agreement does not grant to SpearTip any exclusive rights to do business with Client and that Client may contract with other suppliers for the procurement of comparable services. Client makes no guarantee or commitment for any minimum or maximum amount of Services to be purchased under this Agreement. Nothing in this Agreement will prevent SpearTip from marketing, developing, using and performing services or delivering products similar to or competitive with the Services furnished under the Agreement.