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The following scheduling scenarios that trigger delays and durations to extend beyond what's been planned may require a Change Order: Site preparation, such as power, cabling, physical access, system access, hardwam/software issues, etc. must be completed in a timely manner. Project leaks delegated to Customer PMs/EngineersrFechs/Management/Resources must he completed in s timely manner. For example, in the event a project's prioritization is demoted, and Customer resources ere reallocated causing the project's schedule to extend on account of experiencing interruptions to its momentum requiring complete stop(s) and stems). External projectildependencies that may have significant impact on the timeline, schedule and deliverables. It is Seller's assumption that every reasonable attempt will be made to mitigate such situations. TOTAL FEES The total fees due and payable under this SOW ("Total Feer) include both fees for Seller's performance of work ("Services Fees") and any other related costs and fees specified in the Expenses section ("Expenses"). Seller will invoice for Total Fees. Customer will pay invoices containing amounts authorized by this SOW in accordance with the terms of the Agreement. Unless otherwise specified, taxes will be invoiced but are not included in any numbers or calculations provided herein. The pricing included in this SOW expires and will be ofno force at effect unless it is signed by Customer and Seller within thirty (30) drys from the Date list on the SOW, except as otherwise agreed by Seller. Any objections to an invoice must be communicated to the Seller Contact Person within fifteen ( I5) days after receipt of the invoice. SERVICES FEES Services Fees will be calculated on a TIME AND MATERIALS basis The invoiced amount of Services Fees will equal the rate applicable for a unit of a service or resource ("Unit Rate") multiplied by the number of units being provided ("Billable Units") for each unit type provided by Seller (see Table below). Services Fees ofS19,125.00 is merely an estimate and does not represent a fixed fee. Neither the Billable Units of 86 nor the Services Fees are intended to limit the bounds of what may be requested or required for performance of the Services. The mom presented in the table below apply to scheduled Services that are performed during Standard Business Hours (meaning 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding holidays). When Seller invoices for scheduled Services that are not performed during Standard Business Hours, Services Feu will be calculated at 150% of the Unit Rates. For any unscheduled (i.e., emergency) Services performed many time ofthe day, Services Fees will be calculated at 200% of the Unit Rates. Any non -Hourly Units will be measured in one (1) unit increments when Services are performed remotely or at any Customer -Designated Location(s) (as defined below). Any Hourly Units will be measured in one (1) hour increments with a minimum of one (1) hour billed each day Services are performed remotely and four (4) hours billed each day Services are performed at any Customer -Designated Location(s). When Hourly Seller personnel must travel more than two (2) hours a day to work at any Customer -Designated Location(s), there will be a minimum of eight (8) hours billed for each day (less travel time that is invoiced pursuant to the "Expenses" section below). Upon notice, Seller may adjust the totes below, provided that the rates will remain fixed for at least six (6) months after the SOW Effective Date and then again for at least six (6) months after any subsequent adjustment. The rates below only apply to Services specified in this SOW as it may be amended by one or more Change Order(s) Noprieury eM Canfideroiel Page I SL 111701 COW C .nna mt LLC SOW 122D20