Terms & Conditions

Work Guidelines and Personnel Each party will designate a Project Manager to serve as the primary contact between the parties. Project Managers shall have the authority to enter into orders and Change Orders issued pursuant to the terms hereof. Performance of the Services will be coordinated between the designated Project Managers. Independent Contractor It is expressly stipulated, agreed and understood between the parties that CBT and Company shall be an independent contractor during the performance of the Services. Neither party shall have the authority to legally bind the other in contract, debt or otherwise. Termination Termination for convenience – Notwithstanding anything to the contrary, Buyer may, at any time, terminate any order, in whole or in part, with or without cause, without liability or obligation, for undelivered or unperformed Services, upon 30 days’ prior written notice. CBT shall be entitled to recover the price of Services rendered prior to notice under this clause; such price shall be at the rate specified in the order and reimbursement of any reasonably incurred expenses approved by Buyer therein. Termination for cause – The non-breaching Party may terminate any order, in whole or in part, if the other party commits a material breach and a.) fails to initiate steps to remedy the breach within 5 days following receipt of written notice specifying the grounds for the breach, and b.) continues working diligently until the breach is resolved. The solvent party may terminate any order upon written notice if the other party becomes insolvent or if any petition is filed or proceedings commenced by or against that party relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Effect of termination – If Buyer terminates any order, in whole or in part for cause, Buyer’s sole liability to CBT, and CBT’s sole and exclusive remedy, is payment for Services received and accepted and Services completed and accepted by Buyer before the date of termination Pricing, Invoicing and Payment Terms Pricing and reimbursable expenses will be as provided in the order/quotation. Invoices describing the Services performed and payments due in accordance with the order are subject to payment terms of 1% 10, net 30 days from invoice date. Invoices for Services will be submitted monthly unless otherwise described in the order Taxes CBT’s rates and charges do not include sales, use, excise, personal property, value added, goods and services or similar taxes assessed by or payable to any jurisdiction that may be imposed relative to the services performed. Consequently, in addition to the price specified in the order, the amount of any such taxes arising from or related to the services rendered hereunder shall be paid by Company. Warranties and Remedies CBT warrants that each of its personnel has the proper skill, training and background necessary to accomplish his or her assigned tasks; all Services will be performed in a competent and professional manner, by qualified personnel under the direction and control of CBT, and in accordance with the highest standards in the industry. Remedies under this warranty will be limited to replacement, repair, re-performance, modification, or issuance of credit for the purchase price of the Services involved, but only after receipt of Company’s written notification of non-conforming Services. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, CBT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Intellectual Property Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, and other intellectual property rights as it owned at the date of this Agreement, or any succeeding SOW encompassed by this Agreement. CBT grants the Customer a non-exclusive, non-transferable license to modify and use solely in conjunction with the work all documentation and any application Software created by CBT as specified in the Statement of Work. Application Software includes allocation project files for control programming, design, configuration, and visualization in source code and /or scripting code created by CBT under the agreement for operational use with the Customer’s system as specified in the Statement of work. Customer is solely responsible for its modifications to documentation and Application Software. CBT retains all right, title, and interest to documentation and Application Software developed by CBT. Customer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the work from customer. Customer may make an additional archival copy of such documentation and Application Software for backup. Indemnification and Remedies CBT shall defend, indemnify and hold Buyer, its affiliates and their employees, agents, subsidiaries, harmless from any claim or loss, and any cost associated therewith (including, but not limited to, reasonable attorney’s fees), arising directly or indirectly from any claim with respect to (A) Buyer’s or its affiliates property, and arising directly or indirectly from CBT’s negligence or breach of any provision of these terms, (B) any personal injury claims or loss arising, directly or indirectly, from CBT’s negligence or breach of any provision of these terms, (C) CBT’s breach of any confidentiality obligation under these terms. Hold Harmless / Pre-Existing Conditions To the fullest extent permitted by law, Customer shall indemnify, defend (at Customer’s sole expense) and hold harmless CBT Company, its subcontractors, and its consultants, and any of their partners, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors, and assigns from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys’ fees and costs, and consultants’ fees and costs) to the extent arising from Customer’s obligations to maintain the health and safety of its premises, facility, equipment, fixtures, practices and procedures, employees, agents, and independent contractors, or to the extent arising from the pre-existing or existing conditions of the Customer’s premises, facility, equipment, fixtures, or practices and procedures. Limitation of Liability The total liability of CBT on any claim, whether in contract, tort (including negligence of any degree), infringement or otherwise, arising out of, connected with, or resulting from the work performed under any Service or any recommendations provided by CBT shall not exceed the price allocable to the Service or part thereof which gives rise to the claim and in no event shall the total liability of CBT hereunder exceed the price paid under the Services. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY TO EACH OTHER FOR ALL CLAIMS AND LIABILITIES WILL NOT EXCEED THE COST OF THE SERVICES. Confidential Information During the course of performing the Services, either party may disclose to the other party information which it considers to be confidential. It is therefore mutually agreed that any information (i) disclosed, or learned, by either party to or from the other, either orally, electronically, visually, or in a document or other tangible form, which is identified as confidential and/or proprietary, including but not limited to, existing or contemplated machines, products, processes, techniques, or know-how, marketing plans and strategies, financial information and projections and customer and supplier lists and information and (ii) any proprietary or confidential information or data developed pursuant to the performance of the Services contemplated hereunder, (hereinafter “Confidential Information”), shall not be disclosed by either party or its employees, representatives or agents to others or used for either party’s own benefit without the prior written consent of the other party. Each party further acknowledges that such Confidential Information is and shall remain the sole property of disclosing party (including any copyrights, trade secrets or other intellectual property rights therein). Notwithstanding the foregoing, information shall not be considered confidential, proprietary or sensitive only to the extent that such information (a) is already known and not subject to any confidentiality restrictions at the time it is obtained, (b) is or becomes publicly known through no wrongful act, (c) is rightly received from a third party without restriction on further disclosure, or (d) is required to be disclosed pursuant to legal, judicial, or administrative proceedings or otherwise required by law, subject to each party giving the other party prior notice to allow an opportunity to seek protective or other court orders. All materials supplied by or to the parties to this agreement, and any copies thereof, shall be returned within ten (10) days after either party requests the return thereof. Access to Buyer’s computer system(s) may be granted solely for the work contracted and for no other purpose whatsoever. Force Majeure Failure or delay by CBT or Buyer to perform any act or obligation to be performed by it within the time specified for such performance, if caused by act of God, explosion, fire, storm, earthquake, flood, drought, strikes, lockouts, labor troubles, riots, vandalism, sabotage, terrorism, embargo, war (whether or not declared and whether or not the United States is a participant), federal, state or municipal law, regulation, order, license, priority, seizure, requisition, or any other circumstance of a similar or different nature beyond the reasonable control of the party so failing or delayed, shall not constitute a breach of the Services, and the time of performance shall be extended for the duration of the delay so caused. Complete Agreement These Services Terms and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. Severability In the event any provisions of the Services Terms are held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining Services Terms or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Services Terms or affecting the validity or enforceability of such provision in any other jurisdiction. Governing Law These Services Terms and any Services performed thereunder shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and performed wholly therein and excluding the application of Ohio’s conflicts of laws provisions. Insurance CBT shall, at its own expense, maintain with a reputable insurer in effect at all times during the performance of Services hereunder, and for a period of three (3) years thereafter, insurance coverage including but not limited to, (i) Worker’s Compensation statutory coverage as required by the laws of the jurisdiction in which Services are performed, and (ii) general liability insurance in the sum of $1,000,000 minimum in respect of each and every claim against all losses, claims, demands, proceedings, damages, costs, charges, and expenses for inquiries or damage to any person or property arising out of, or in connection with, the Agreement which are the result of the fault or negligence of CBT, its agents or permitted subcontractors.