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Terms and Conditions <br />COOPERATION The Client agrees to furnish ProActive with accurate data on a timely basis as is <br />reasonably requested. The Client shall provide ProActive with access to personnel, records, facilities, and <br />assets as reasonably necessary to facilitate ProActive's performance. The assessment is based on <br />information furnished by the Client. ProActive shall not be responsible to conduct physical verification <br />of the accuracy and integrity of the furnished information. <br />PERFORMANCE ProActive will perform services described in this agreement using due diligence, <br />best efforts, and commercially reasonable judgment, but unless specifically delineated in writing, <br />ProActive guarantees no specific outcome toward full compliance with all regulations and laws to the <br />Client. ProActive shall provide adequate personnel time to fulfill the service requirements, and may <br />perform services at times at Client's facilities as mutually agreed. <br />PAYMENT The Client agrees to pay the total amount of this agreement, as described above. ProActive <br />is not responsible for costs such as filing fees, emission testing or equipment retrofit. If the balance is not <br />paid within the 30-day net terms, the Client will be responsible for payment of 1.5% interest per month, <br />collection fees and reasonable attorney's fees in connection with an attempt to collect any balance due <br />and owed. <br />OWNERSHIP All written documents prepared by ProActive shall be the property of the Client. <br />Confidential information obtained from employees of the Client and incorporated into documents by <br />ProActive shall be used exclusively to facilitate performance of this agreement. The Client shall retain <br />ownership of all confidential information. <br />INDEMNITY The Client shall hold ProActive harmless in and from all claims, liabilities, damages, <br />detriments. ProActive cannot be held responsible for any penalties or damages as a result of delay, <br />omission of, or inaccurate information from either the Client or the Client's suppliers. ProActive's <br />liability for this Agreement shall not exceed the total professional fees for the services contracted <br />thereunder under any and all circumstances. In no event shall ProActive be liable for the cost of <br />procurement of substituted services or legal services by the Client. <br />Proposal No.: P2021.5969 Page 4 of <br />