Winquest Engineering Corporation – GENERAL TERMS AND CONDITIONS

Service Agreements. This General Terms and Conditions (“General Terms and Conditions”), contains the general terms and conditions governing the relationship between Winquest Engineering Corporation (“Servicer”) and the person or entity to whom the Servicer is providing the Services (“Client” and collectively, the “Parties”) in connection with and incidental to any related Service Agreement. No term or condition of the Client’s purchase order or request for service that is different from, or in addition to, the terms and conditions set forth herein or in any applicable quotation shall be binding on Servicer unless, and only to the extent, such different or additional terms or conditions are expressly acknowledged and accepted by Servicer in writing. Terms or conditions included on any of Client’s documents that are presented to any of Servicer’s field service representatives are not part of and do not modify any contract by and between Servicer and Client.

Quotations and Contracts. A price quotation issued by Servicer shall not constitute an offer and the placing of a service order by Client shall not constitute acceptance of any offer and shall not create a binding and enforceable contract by and between Client and Servicer. Servicer shall not be obligated to provide any Services unless Servicer: (1) expressly agrees to accept a service order in writing; or (2) provides the Services specified in the service order. Once an order is accepted by Servicer, Client may not cancel the order or defer provision of the Services, except with the written consent of Servicer.

Term. The term of each Service Agreement (“Term”) shall begin as of the Effective Date of such Service Agreement and continue for the term specified on such Service Agreement. The Term shall automatically extend on a month-to-month basis, unless such Service Agreement is terminated by either Party by written notice of termination at least thirty (30) days prior to the expiration of Term, as may have been extended on a month-to-month basis, or as otherwise set forth herein.

Services. During the Term of the Service Agreement, Servicer shall provide Client the services described on such Service Agreement, subject to these Terms and Conditions “Services”. Client shall satisfy all of Client’s obligations, if any, set forth on such Service Agreement. Except as otherwise provided on a Service Agreement, Client shall be responsible for providing Servicer with the information and access to Client’s facility as are necessary for Servicer to render the Services. Except as otherwise provided on a Service Agreement, Client shall be responsible for the application, operation, maintenance and support of its systems, hardware and software and all components thereof including, but not limited to, the implementation of appropriate procedures, training and safeguards and routine backups.

Except as otherwise provided on a Service Agreement, to the extent that Servicer or any third-party manufacturer specifies any preventative maintenance with respect to the Services, Client shall be responsible for such maintenance.

Time of Performance. Service schedules are approximate and are subject to change. Time of Service shall not constitute a material term to these Terms and Conditions. Servicer shall use reasonable efforts to provide all Service by the agreed upon date, but in no event shall Servicer be liable in any way for any failure to provide Service by the agreed upon service date. Client further acknowledges that the time that it takes the Servicer to complete the Service varies and is dependent upon circumstances outside of the Servicer’s control, including, but not limited to the availability of parts, hardware, and unforeseen problems that were in the Client’s control. Servicer shall take reasonable efforts to perform the Services in a timely and efficient manner, but Servicer shall not be liable to Buyer for any damages related to the time that it takes Servicer to complete the Service.

Additional Services. From time to time, Client may request that Servicer provide additional or amended Services not covered by an existing Service Agreement, and the Parties may, but are not required to, agree to a change order for Services either by amending an existing Service Agreement or by entering into a new Service Agreement. Such change order, if executed, will specify the Services to be provided by Servicer and terms for such Services, including, but not limited to, price terms. If the Parties do not enter into a change order, but the Servicer provides additional Services at the request of the Client, the additional cost of such additional Services shall be the fair market value.

Compensation. Client shall compensate Servicer for the Services in accordance with the terms and payment schedule set forth on each Service Agreement. Client shall make payments to Servicer in accordance with such payment schedule and within thirty (30) days after receipt of invoice from Servicer showing the Services rendered. Such invoice shall also itemize any reimbursable expenses. Client shall also pay any sales, use, value-added, or other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Services. Taxes are not itemized in the Service Agreement. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by applicable law, whichever is lower. Servicer reserves the right to require full or partial payment in advance of providing any of the Services.

Except as expressly set forth on a Service Agreement, Servicer shall be responsible for all expenses incurred by Servicer under such Service Agreement. Client shall reimburse Servicer for all reasonable expenses incurred by Servicer for travel, lodging and sustenance when Servicer is required to perform Services at locations more than 100 miles from Fort Meade, Maryland.

Default and Acceleration. Non-payment of an invoice when due will be considered a “Default” and shall constitute a material breach of the Service Agreement. In addition to other remedies otherwise available to Servicer upon a Default, and without notice to Client, Servicer may declare any or all amounts owed to Servicer by Client immediately due and payable. Upon the event of a Default, Servicer shall have the right to terminate the provision of any of the Services. Upon any termination hereunder, Client shall immediately pay to Servicer the amounts owed to Servicer for any future Service under the contract.

Installation. To the extent that any products or materials, are to be installed by Servicer, Servicer shall install such products or materials as specified on a Service Agreement. Installation dates are estimates only. Client shall be responsible for preparation and maintenance of the site for such installation, including, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control. The Client shall ensure that the site of installation shall comply with all applicable workplace safety laws and regulations.

Warranties. SERVICER MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED REGARDING THE FUNCTIONALITY OF HARDWARE OR SOFTWARE, BUT INSTEAD RELIES ON THE WARRANTIES PROVIDED BY THE MANUFACTURER OF EACH PRODUCT. EXCEPT AS EXPRESSLY STATED IN ANY SERVICE AGREEMENT OR THESE GENERAL TERMS AND CONDITIONS, SERVICER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO ANY PRODUCTS AND/OR THE SERVICES.

Servicer hereby warrants, for a period of one year, that any products or materials to be installed by Servicer under any Service Agreement shall be performed or installed by Servicer in a workmanlike manner, consistent with generally prevailing industry standards for comparable services, and in compliance with the requirements of such Service Agreement. Servicer’s obligations for breach of this warranty is limited to, and Client’s exclusive remedy shall be, the re-performance of any Service that was performed in breach of this warranty or a refund of Price paid therefore, at Servicer’s discretion. All warranty claims must be received in writing by Servicer prior to the expiration of such one (1) year period. Servicer shall have no obligation to Client with respect to any warranty claims received by Servicer after such one (1) year period.

Servicer’s Remedies. Servicer shall be entitled to all remedies available at law or in equity. Servicer shall also be entitled to recover its attorneys’ fees and costs incurred as the result of any breach of these Terms and Conditions by Client. Client’s remedies shall be limited to return of the re-performance of the Services or refund of the Price, at Servicer’s option, pursuant to the terms, conditions, and limitations set forth in the Section hereof which is captioned, “Warranty”.

Limitation of Servicer’s Liability. IN NO EVENT SHALL SERVICER BE LIABLE TO CLIENT, ANY EMPLOYEE, AGENT OR CONTRACTOR OF CLIENT, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO ANY SERVICE AGREEMENT OR THESE GENERAL TERMS AND CONDITIONS EVEN IF SERVICER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SERVICER’S LIABILITY TO CLIENT UNDER ANY SERVICE AGREEMENT AND THESE GENERAL TERMS AND CONDITIONS SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICER PURSUANT TO SUCH SERVICE AGREEMENT FOR THE SERVICES DURING THE PRECEDING TWELVE (12) MONTHS.

Indemnity. Client shall indemnify defend and hold harmless Servicer, its affiliates, and their respective officers, agents, contractors, and employees from and against any and all losses, liabilities and damages, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with (a) any violation of any governmental laws, rules, ordinances or regulations with respect to the Services; (b) the negligent acts and/or omissions and/or the willful misconduct of Client and/or any of its officers, agents or employees; (c) the breach of the provisions of these Terms and Condition or the Service Agreement; and/or (d) any injury sustained by any of the Servicer’s agents at any property owned or leased by the Client.

Termination. The Parties may terminate any Service Agreement, and their respective obligations under such Service Agreement, as follows: (1) by mutual, written consent of the Parties; (2) by Servicer, if Client fails to pay to Servicer any payments under any Service Agreement when due, as contemplated by such Service Agreement; (3) by any Party hereto upon (30) days written notice if the other Party materially breaches any term of any Service Agreement or these General Terms and Conditions or otherwise fails to satisfy any promise or covenant made herein or in any Service Agreement, and further provided that such Party shall fail to cure said breach or failure within such period, if applicable; (4) by Servicer, with or without cause, upon (30) days’ written notice of intent to terminate to Client; or (5) by either Party with or without cause upon thirty (30) days’ written notice prior to the end of the Term, as may have been extended on a month-to-month basis.

Notices. All notices, demands and communications required or permitted in connection with each Service Agreement shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the Party hereto at the address set forth in the first paragraph of such Service Agreement (or such other address for a Party as shall hereafter be specified by like notice). Either Party hereto may from time to time change its notification address by giving the other Party hereto prior written notice of the new address and the effective date thereof.

Relationship of the Parties. Neither any Service Agreement nor these General Terms and Conditions shall create, nor shall be represented by either Party hereto to create, a partnership, joint venture, employer- employee, master-servant, principal-agent, or other relationship whatsoever between the Parties. In providing all services to Client, Servicer is acting as an Independent Contractor.

Successors and Assigns. Each Service Agreement shall benefit and be binding upon the Parties and their respective successors and assigns.

Force Majeure. Neither Party hereto shall be deemed in default of any Service Agreement or these General Terms and Conditions to the extent that performance of its obligations (other than an obligation of payment) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, telecommunications services or supplies or any other cause beyond the reasonable control of such Party (each, a “Force Majeure Event”).

Modification or Waiver. The Parties may, by mutual agreement, amend any provision of any Service Agreement or these General Terms and Conditions, and any Party hereto may grant consent or waive any right to which it is entitled under any Service Agreement or these General Terms and Conditions or any condition to its obligations under any Service Agreement or these General Terms and Conditions, provided that each such amendment, consent or waiver shall be in writing and agreed to by both Parties. Notwithstanding the foregoing, terms or conditions included on any of Client’s documents that are presented to any of Servicer’s field service representatives are not part of and do not modify any contract by and between Servicer and Client.

Governing Law. Each Service Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Maryland and the federal laws of the United States of America. The Parties hereto consent to submit to the jurisdiction of the Courts of the State of Maryland for any actions, suits or proceedings arising out of or relating to each any Service Agreement or these General Terms and Conditions.

Severability. In the event that any provision of any Service Agreement or these General Terms and Conditions, or any word, phrase, clause, sentence or other provision thereof, should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make such Service Agreement or these General Terms and Conditions as modified legal and enforceable to the fullest extent permitted under applicable laws.

Entire Agreement. These General Terms and Conditions and each Service Agreement and other attachments thereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the Parties with respect to such subject matter.

Waiver of Jury Trial. CLIENT HEREBY AGREES TO WAIVE ITS RIGHT TO A JURY TRIAL FOR ANY CLAIMS AGAINST SERVICER. CLIENT UNDERSTANDS THAT BY ACCEPTING THESE TERMS AND CONDITIONS, CLIENT MAY BE SACRIFICING LEGAL RIGHTS.

ACCEPTED AND AGREED:

For Servicer: ______________________________________________________________

For Client: _____________________________________________________________

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