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<br />Terms & Conditions
<br />
<br />1. CONSULTING SERVICES AND DELIVERABLES
<br />
<br />HP Consulting Services Terms and Conditions - Exhibit SCSA (Brief)
<br />
<br />a) HP Consulting Services. HP will provide
<br />to Customer the services of a consulting
<br />nature (the "Consulting Services") and the
<br />work product (the "Deliverables") described
<br />in the proposal and statement of work to
<br />which these Terms and Conditions are
<br />attached (jointly the "Statement of Work").
<br />The Consulting Services will be based, in
<br />whole or in part, upon information made
<br />available by Customer to HP during this
<br />engagement.
<br />
<br />b) Acceptance. Acceptance of Consulting
<br />Services and Deliverables will occur upon
<br />BP's performance of the Consulting Services
<br />and delivery of the Deliverables to
<br />Customer.
<br />
<br />2. INTELLECTUAL
<br />CONFIDENTIALITY
<br />
<br />PROPERTY
<br />
<br />RIGHTS
<br />
<br />AND
<br />
<br />a) Intellectual Property Rights. Neither
<br />party will gain by virtue of these Terms and
<br />Condi tions (the "Terms") any rights of
<br />ownership of copyrights, patents, trade
<br />secrets, trademarks or any other
<br />intellectual property rights owned by the
<br />other. HP will own all intellectual
<br />property rights, title and interest in any
<br />ideas, concepts, know how, documentation or
<br />techniques developed under these Terms.
<br />Customer hereby gives HP permission to
<br />internally use, copy, make derivative works
<br />of, distribute, display, perform, and
<br />transmit Customer's pre-existing copyrighted
<br />works or other intellectual property rights
<br />to the extent necessary for HP to perform
<br />its obligations under the Statement of Work
<br />and these Terms. HP grants Customer a non
<br />exclusive, non-transferable, royalty-free
<br />right to use the Deliverables solely in the
<br />country{ies) in which Customer does business
<br />and solely for Customer's internal use.
<br />
<br />b) Confidentiality. HP and Customer agree
<br />that all information exchanged between them
<br />is not confidential unless they have entered
<br />into a separate confidential disclosure
<br />agreement.
<br />
<br />3. PAYMENTS
<br />
<br />a) Fees and Taxes. Customer will pay to HP
<br />the fees specified In the Statement of Work.
<br />In addition, Customer will reimburse HP for
<br />any out of pocket expenses reasonably
<br />incurred by HP in connection with the
<br />performance of the services, including
<br />travel and travel-related expenses, unless
<br />otherwise stated In the Statement of Work.
<br />Prices do not include sales, use, service,
<br />value added or like taxes or customs duties.
<br />Such taxes and duties, when applicable, will
<br />be added to HP's invoices.
<br />
<br />b) Payment Terms. All payments will be made
<br />within 30 days of the date of invoice. These
<br />credit terms are subject to HP credit
<br />approval. HP may change credit terms upon
<br />reasonable notice at any time when, in HP's
<br />opinion, Customer's financial condition,
<br />prevlous payment record, or the nature of
<br />Customer's relationship with HP so warrants.
<br />
<br />c) Time of Payment. If Customer fails to
<br />pay, when due, any amount payable hereunder,
<br />Customer agrees to pay, in addition to any
<br />amount past due, interest accrued thereon at
<br />the lesser of one percent (1%) per month or
<br />the maximum allowable interest under
<br />applicable law from the due date, until paid
<br />ln full. Customer also agrees to pay all
<br />reasonable expenses (including reasonable
<br />attorneys' fees) incurred by HP in
<br />collecting any amounts payable hereunder.
<br />
<br />4. WARRANTIES AND DISCLAIMER OF WARRANTIES
<br />
<br />a) warranty.
<br />perform its
<br />recognized
<br />standards.
<br />
<br />b} Third Party Hardware, Software, and Other
<br />Materials. HP will have no liability to
<br />Customer arising from or relating to and
<br />does not warrant any hardware, software or
<br />materials supplied under another agreement
<br />or by third parties ("Third Party
<br />Materials"), including, but not limited to,
<br />the selection thereof or failure of such
<br />Third Party Materials to perform in
<br />accordance with specifications or any
<br />defects therein. Responsibility for the
<br />selection of Third Party Materials, and any
<br />performance or functionality lssues, or
<br />defects therein, will lie solely with
<br />Customer and/or the supplier{s) thereof.
<br />
<br />HP warrants
<br />services
<br />commercial
<br />
<br />that it will
<br />using generally
<br />practices and
<br />
<br />c) Warranty Disclaimer. THE WARRANTY
<br />CONTAINED IN THIS SECTION 4 IS IN LIEU OF
<br />AND HP EXPRESSLY DISCLAIMS, AND CUSTOMER
<br />HEREBY EXPRESSLY WAIVES, ALL OTHER EXPRESS
<br />WARRANTIES OR CONDITIONS, AND ALL OTHER
<br />WARRANTIES, CONDITIONS, AND OBLIGATIONS
<br />IMPLIED IN LAw, INCLUDING WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br />PURPOSE.
<br />
<br />5. REMEDIES AND LIABILITIES
<br />
<br />a} Liability and Limits. HP'S AGGREGATE
<br />LIABILITY TO CUSTOMER FOR ANY REASON AND
<br />UPON ALL CLAIMS AND CAUSES OF ACTION
<br />HEREUNDER WILL BE LIMITED TO THE AMOUNT OF
<br />FEES PAID BY CUSTOMER FOR THE CONSULTING
<br />SERVICES. THIS LIMITATION APPLIES TO ALL
<br />CAUSES OF ACTION OR CLAIMS INCLUDING WITHOUT
<br />LIMITATION BREACH OF CONTRACT, BREACH OF
<br />WARRANTY, NEGLIGENCE, STRICT LIABILITY OR
<br />OTHER TORTS. IN NO EVENT WILL HP BE LIABLE
<br />
<br />Exhibit SCSA (Brief)
<br />
<br />Page 1
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<br />Revision Date 11-April-2002/2-August-2002
<br />
<br />Revision Number 0
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