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ServicePlus Support Services Agreement Avoce++e h) be an independent Contractor and not be the servant, employee or agent of CLIENT i) ensure that all persons employed by it in connection with the provision of the Services are competent to perform them, adequately trained, fully instructed and supervised; j) ensure that all personnel hired by the VENDOR to provide the Services will be the employees or subcontractors of the VENDOR and not of CLIENT. 1.2 Client's Obligations 2. CLIENT will: a) make available to the VENDOR all available information considered by CLIENT to be pertinent to the Services; b) make available to the VENDOR such staff and subject matter experts for consultation as required to ensure the VENDOR can meet their obligation to the CLIENT; c) ensure that the Client Point -of -Contact is available to review and approve the completion of incident resolution in a timely manner; d) ensure that the Client Contract Manager is available to approve such Service Requests as may be necessary for the VENDOR to fulfill its obligations under the contract; e) ensure that staff are available to review and approve Service Requests in a timely manner; 1.3 Contract Price and Payment Terms 3. Contract Price and Payment Terms a) Subject to the terms of this agreement the VENDOR will invoice the CLIENT for approved services as outlined in Schedule "A". Fees will be calculated on the "Additional Hourly Service Request rate' on an hourly basis as outlined in Schedule "A"; b) The VENDOR will submit written statements of account to CLIENT commencing no sooner than the date set out in Schedule "A" as the "Billing Date' and thereafter as Specified in Schedule "A"; c) All pricing is in the currency of the CLIENT; d) Preapproved expenses for travel and living if required will be invoiced at cost; e) All invoices are payable net 45 days. 1.4 Termination 4. In the event of a substantial failure of a party to comply with the provisions of this agreement, it may be terminated by the other party on thirty (30) days written notice. 5. CLIENT may, in its sole discretion, terminate this agreement on 30 days written notice and the payment of funds required to be made pursuant to Section 8, will discharge CLIENT of all its liability to the VENDOR under this agreement. 6. Where this agreement is terminated before 100% completion of the Services, CLIENT will, subject to Section 7, pay to the VENDOR that portion of the Contract Price which is equal to the portion of the Services completed.