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5. CHARGES
All charges for services provided by IDC related to this Agreement other than charges for Change Orders, which
are set forth in Appandix C are shown in the Fee Schedule attached hereto as Appendix A (the “Professional
Services Proposal’). Any changes to the Fee Schedule must be in writing and mutually approved by IDC and
Client.
6. GENERAL TERMS AND CONDITIONS
8.14 Billing Terms - Billings will be rendered based on a Schedule af Payment shown in Appendix A. Client promises:
to pay IDC all properly invoiced amounts on the due. date specified. Other section of this. Agreement
notwithstanding, IDG reserves the right-to discontinue services to Client in the event of nonpayment for services on
the part of Client. Further, IOC reserves the right to assess on all past due amounts a late payment fee of one and:
one-half pércent (1-1/2%) per month. Client agrees to reimburse |DC for reasonable collection expenses on
delinquent accounts:
6.2 Applicable Charges ~ Client. agrees ‘to pay IDC: (i) the charges specified in Appendix A; (ii) Charges for all
Change Orders in Appendix C:; (iil) fees for all telecommunications services (e.g, telephone and facsimile) required
for the provision of ‘the services. hereunder, including telephone calls to and from [DC and other calls. in
furtherance of the services provided hereunder.
6.3 Termination + Upon a 30 day written notice either party can terminate this agreement. This would be a complete
termination, allowing Client to contract with. whomever it chooses to provide similar services without possibility of
reprisal from IDC.
6.4 Disclaimer - 1OC warrants that CLERKWORKS®@ will perform substantially in accordance with the written material.
IDG: makes no other warranty: of any kind related to the products or.services provided, hereunder, express or
implied, including without iimitations warranties of merchantability or fitness for a particular purpose. IDC will
provide services under this Agreement in a professional manner consistent with industry standards,
6.5 Limitation of Liability - [DC's entire liability for damages for any cause. whatsoever, and regardless of the form of
action, shall be limited to the amounts paid by Client's to IDC under Section 6.2.
In no event shall IDC, its officers, agents and or employees, be liable under or in connection with this Agreement
under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, special, incidental
or consequential damages.
6.6 Confidentiality - DC will treat as confidential: information so designated in writing by the Client, (the “Confidential
Information’) and will make the same effort to safeguard such information as it does in protecting its own
proprietary data. This provisions shall not apply to any Confidential Information which (a) is a ready known to IDC
when received, (b) is or becomes publicly known through publication or otherwise and through no wrongful act of
IDG, (c) is received from a third party without similar restriction and without breach of this Agreement, (d) is
disclosed by third party without similar restriction. Client. will treat as confidential, information so designated in
writing by the IDC, (the “Confidential Information’) and will make the same effort to safeguard such information as
it does in protecting its own. proprietary data. This provision shall not apply te any Confidential Information which
(a) is already known to Client when received, (b) is or becomes publicly known through publication or otherwise
and through no wrongful act of Client, (c) is received from a third party without similar restriction and without
breach of this Agreement, (d) is disclosed by third party without similar restriction.
