Agilant Solutions, Inc. Scope of Work Security Assessment Services Agilant Solutions, Inc. Page 11 of 13 11 TERMS & CONDITIONS These Terms and Conditions together with the Statement of Work (“SOW”) between the Customer and Agilant constitutes the agreement (this “Agreement”) between the parties: 1. Term & Termination . The term of this Agreement is set forth in the SOW. Either party may terminate this Agreement on fourteen (14) days’ written notice to the other party of a material breach that remains uncured after notice thereof. Either party may terminate this Agreement for convenience on sixty (60) days’ written notice to the other party. The Customer shall be liable to make payment for all services provided by Agilant through the date of termination. 2. Expenses . Any expenses incurred by Agilant will be reimbursed by the Customer. Agilant will submit receipts and any other back-up documentation reasonably requested by the Customer (“Expense Documentation”). 3. Payment Terms . The Customer will pay Agilant’s invoices within thirty (30) days of receipt. 4. Confidentiality . During the term of this Agreement, Agilant may receive confidential information of the Customer including the Customer’s products or business plans. Agilant may also receive additional confidential information that is generated during the course of, or as a result of, performing the SOW. All such information will be deemed to be “Confidential Information.” Agilant will keep all Confidential Information in confidence, and will not disclose the Confidential Information to anyone other than Agilant’s employees and independent contractors who have a need to know such Confidential Information in furtherance of the purposes of this Agreement and are bound in writing to obligations of confidentiality and non-use no less stringent than those set forth herein. 5. Liability Insurance . Agilant will procure and maintain during the term of this Agreement insurance coverage evidenced by a certificate of insurance naming the Customer as additional insured, written by insurance companies authorized to do business in the applicable jurisdiction(s) with a minimum financial rating of at least an “A-” or higher by the latest edition of A.M. Best or its equivalent, the policies for which will be primary and non-contributory. 6. Notices . All notices provided for by this Agreement shall be sent either by hand, by overnight courier or by certified mail, return receipt requested to the address of the respective party stated in the SOW. 7. Assignment . Each party hereto may not assign its obligations or subcontract any part under this Agreement without the other party’s written consent. 8. Governing Law; Jurisdiction; Venue . This Agreement will in all respects be governed by the laws of the State of New York. The parties further specifically agree that any action or proceeding arising out of or in connection with this Agreement will be venued in a federal or state court located in the State of New York, County of New York. Each party hereto irrevocably consents to the personal jurisdiction of the courts in the State of New York. The obligations and restrictions set forth in this paragraph will survive the termination or expiration of this Agreement. 9. No Hire Provision . Unless Agilant and the Customer agree in writing, the Customer agrees not to hire or otherwise engage the services of any of Agilant’s employees or consultants for any services outside this Agreement or the SOW during the term of this Agreement as well as for a term of twelve (12) months after termination of this Agreement. If the Customer chooses to hire an employee or engage a consultant of Agilant in violation of this no hire provision, the Customer agrees to pay as liquidated damages, but not as a penalty, for the loss of such employee or consultant, an amount equal to fifty (50%) percent of the annual salary to be paid by the Customer