Subcontract Agreement Annex

SUBCONTRACT AGREEMENT ANNEX

This Subcontract Agreement Annex (Annex Number: ) is entered into as of the day of , (the "Effective Date") by and between Prime Contractor: , a organized under the laws of , with principal place of business at ("Contractor") and Subcontractor: , a organized under the laws of , with principal place of business at ("Subcontractor").

RECITALS

WHEREAS, Contractor and Subcontractor are parties to a Subcontract Agreement identified as Agreement Number dated the day of , (the "Master Agreement");

WHEREAS, the parties desire to set forth specific supplemental terms, scope, deliverables, schedule and compensation applicable to certain work assignments under the Master Agreement as described in this Annex; and

WHEREAS, the parties intend that this Annex operate as an integral part of the Master Agreement and that all capitalized terms used herein shall have the meanings assigned in the Master Agreement unless otherwise defined in this Annex.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. ANNEX SCOPE

1.1 Scope of Work. Subcontractor shall perform the services and deliver the work products described in the Scope of Work attached hereto as Annex Exhibit A and incorporated herein by reference. The Scope of Work shall identify tasks, deliverables, milestones, performance standards and acceptance criteria. If no Exhibit A is attached at execution, the parties shall attach the scope within days of the Effective Date.

1.2 Relationship to Master Agreement. Except as expressly modified by this Annex, all terms and conditions of the Master Agreement remain in full force and effect. In the event of any conflict between the Master Agreement and this Annex, the provisions expressly set forth in this Annex shall control to the extent of such conflict.

2. SUBCONTRACTOR OBLIGATIONS

2.1 Performance Standard. Subcontractor shall perform the Work in a professional and workmanlike manner consistent with industry standards, using qualified personnel, and in accordance with any schedule and milestones set forth in Exhibit A. Subcontractor shall be responsible for supervision, equipment, materials and licenses necessary to perform the Work.

2.2 Compliance with Laws; Permits. Subcontractor shall comply with all applicable laws, regulations and ordinances in performing the Work and shall obtain and maintain all permits, approvals and licenses required for performance.

2.3 Subcontractor Personnel. Subcontractor will ensure that personnel performing the Work have required qualifications and background screening where applicable. Contractor may, in its reasonable discretion, require replacement of any individual whose performance is unsatisfactory.

3. COMPENSATION AND PAYMENT

3.1 Price. Contractor shall pay Subcontractor the fixed sum of in United States dollars for the Work described in this Annex, subject to adjustments as provided herein.

3.2 Invoicing and Payment. Subcontractor shall submit invoices in accordance with the invoicing schedule set out in Exhibit A. Unless otherwise stated, Contractor shall pay undisputed invoices within days after receipt of an accurate invoice and any required acceptance documentation. Contractor may set off amounts owed by Subcontractor to Contractor against any amounts payable hereunder.

3.3 Taxes. Subcontractor is responsible for all taxes, withholdings and other statutory obligations arising out of payments made to Subcontractor under this Annex, except for taxes based on Contractor's net income.

4. SCHEDULE AND DELIVERABLES

4.1 Schedule. Subcontractor shall commence the Work no later than the day of , and shall achieve timely completion of each milestone set forth in Exhibit A.

4.2 Acceptance. Deliverables shall be subject to Contractor's inspection and acceptance. Contractor shall notify Subcontractor of rejection or acceptance within days of receipt. Acceptance shall not constitute a waiver of latent defects, warranty claims or Contractor's rights under the Master Agreement.

5. CHANGES

5.1 Change Orders. Any change to the scope, price or schedule shall be documented in a written change order signed by authorized representatives of both parties. Subcontractor shall not proceed with changed work without a fully executed change order, except as may be expressly authorized in writing by Contractor.

6. INSURANCE AND INDEMNITY

6.1 Insurance. Subcontractor shall maintain insurance coverages adequate for the Work, including commercial general liability, automobile liability, workers' compensation and professional liability where applicable, with limits customary for the industry and as required by the Master Agreement. Subcontractor shall provide certificates of insurance upon request.

6.2 Indemnity. To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Contractor and its officers, directors, employees, agents and affiliates from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's performance of the Work, breach of this Annex, negligent acts or omissions, or willful misconduct, except to the extent caused by Contractor's sole negligence or willful misconduct.

7. CONFIDENTIALITY

7.1 Confidential Information. Subcontractor acknowledges that it may receive Confidential Information of Contractor. Subcontractor shall maintain such information in confidence, shall not disclose it to third parties except as authorized by Contractor or required by law, and shall use at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care.

8. TERMINATION

8.1 Termination for Convenience. Either party may terminate this Annex for convenience upon providing written notice to the other party subject to any notice period set forth below. Upon termination for convenience, Subcontractor shall be entitled to payment for Work performed and accepted prior to the effective date of termination, subject to setoffs and reductions for defects or Contractor's costs incurred as a result of Subcontractor's default.

8.2 Termination for Cause. Contractor may terminate this Annex for cause if Subcontractor materially breaches any provision and fails to cure within the period specified in the Master Agreement or, if no period is specified, within days after written notice.

9. REPRESENTATIONS AND WARRANTIES

9.1 Subcontractor represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Annex; (b) the Work will be performed in compliance with applicable laws and professional standards; and (c) the Work and deliverables will not infringe any third party intellectual property rights.

10. LIMITATION OF LIABILITY

10.1 Except to the extent of willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, consequential or punitive damages arising out of or related to this Annex, regardless of the theory of liability, even if advised of the possibility of such damages. The aggregate liability of each party arising out of or relating to this Annex shall not exceed the total amounts actually paid or payable to Subcontractor under this Annex during the twelve (12) month period preceding the event giving rise to liability.

11. NOTICES

Notices shall be effective when received in accordance with the notice provisions of the Master Agreement or, if not specified therein, when delivered by hand, courier, nationally recognized overnight carrier, or five (5) days after deposit in the U.S. mail, postage prepaid, to the addresses specified above or such other address as a party may designate in writing.

12. GOVERNING LAW

This Annex shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT

This Annex, together with the Master Agreement and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter of this Annex and supersedes all prior agreements, representations and understandings, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Annex is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent.

15. AMENDMENTS AND WAIVER

No amendment or modification of this Annex shall be binding unless executed in writing by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Annex may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted via electronic means (including scanned or electronic signature) shall be binding and effective for all purposes.

17. ATTACHMENTS

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