The following terms and conditions (the “Terms and Conditions”) shall apply to and govern the Brij Talent Services, described below. In connection with the Talent Services Agreement (the “Agreement”), Customer (as defined in the Agreement) has engaged Brij Image and Information, Inc. (“Brij”) to provide certain Brij Talent Services to Customer, as set forth in the Agreement (the “Talent Services”). Terms used herein but otherwise undefined shall have the meanings ascribed to them in the Agreement.

At all times in the rendering of the Talent Services, the relationship between Brij and Customer shall be as independent contractors, and nothing herein contained shall be construed to imply a joint venture, partnership, or principal-agent relationship between Brij and Customer.

1. Brij Talent Services. Brij shall provide to Customer such Talent Services as set forth in the Agreement, and the Agreement shall be deemed to be part of, subject to, and controlled by, these Terms and Conditions. In the event of any conflict between Agreement and these Terms and Conditions, the Agreement shall control. Terms appearing in these Terms and Conditions but not in the Agreement shall govern and are not to be deemed in conflict. Changes to the Agreement shall become effective only upon the execution, by authorized representatives of each party, of a written change order (each, a “Change Order”). Any such Change Order may result in changes to the estimated or previously agreed upon cost of the Talent Services or any other such items.

            (a)        Permanent Placement. In the event that Customer desires that Brij source a Permanent                   Placement Candidate (as hereinafter defined) for Customer, then Customer shall negotiate                      compensation directly with Candidate and provide Brij with a copy of any communication of offer of employment to any Candidate for Permanent Placement provided by Brij.

            (b)       Temporary Staff Augmentation. In the event that Customer desires that Brij source a Temporary Staff Augmentation Candidate (as hereinafter defined) for Customer, then Customer shall not negotiate hourly rates directly with Candidate.

(c) Subsequent Employment. In the event that Customer employs a Temporary Staff Augmentation Candidate into a permanent placement role within 12 months from the end of any such Candidate’s engagement with Customer, the Permanent Placement Fee shall be charged to Customer.

            (d)       Certain Definitions.

(i)        “Candidate” shall mean any person(s) who has been introduced to Customer by Brij for Talent Services, including but not limited to, a permanent placement.

(ii)       “Permanent Placement” shall mean when a Candidate accepts a full-time position with Customer.

2. Invoicing and Payment.  

In consideration of Brij rendering and providing the Talent Services, Customer agrees to pay Brij the fees as set forth on the Agreement (and made a part hereof) (the “Fees”). The Customer will pay for all Talent Services provided by Brij, its agents or subcontractors. If agreed to in writing in advance between Brij and Customer, Customer shall reimburse Brij for out-of-pocket expenses incurred, and any other charges or fees due to Brij thereunder. Travel expenses will conform to the agreed upon Travel and Expense Policy, unless otherwise approved by Customer. A copy of the Travel and Expense Policy is attached hereto, as Schedule 1. Brij shall maintain sufficient records to allow the Customer to ascertain the correctness of invoices. Brij shall remit invoices to Customer on a weekly basis and Customer shall pay the amounts to Brij within fifteen (15) calendar days after receipt of invoice from Brij. Disputes regarding any delivered services must be made in writing within ten (10) calendar days of the applicable invoice.  Disputes should include the particular invoice items being disputed, the reason for the dispute and the requirements for resolving the dispute.  Remaining undisputed invoice items should be paid per the terms of these Terms and Conditions and any Agreement. Brij reserves the right to assess a one and one-half percent (1.5%) per month finance charge on all unpaid, undisputed invoice items past due. Customer will incur no late payment fees on invoices not received through no fault of Customer.

Permanent Placement. In the event that Customer desires that Brij source a Permanent Placement Candidate (as hereinafter defined) for Customer, then the following shall apply, notwithstanding anything to the contrary that may be contained in these Terms and Conditions: (i) Customer shall remit a placement fee, on Candidate start date, in an amount equal to twenty percent (20%) of the total agreed upon first-year base salary of the Permanent Placement Candidate (the “Permanent Placement Fee”); (ii) Customer shall provide Brij with a copy of any communication of offer of employment to any Candidate for Permanent Placement provided by Brij.

3. Term and Termination.

The Talent Services shall commence, and shall continue, as set forth in the Agreement. Either party may terminate the Talent Services arising under any Agreement by providing to the other party at least fifteen (15) days written notice.  Termination of Talent Services by Customer with less than fifteen (15) days written notice shall result in a service charge due. Service charges will be assessed by multiplying the consulting rate for each resource by the number of scheduled hours for each day where required notice was not given, up to a maximum of ten (10) business days.

4. Covenants.

Brij agrees that it will provide the Talent Services to the Customer using commercially reasonable efforts in accordance with the Customer’s requirements as set forth in the Agreement. Customer agrees that it will use its best efforts to provide personnel, technical and other support to Brij, as reasonably requested by Brij, to facilitate Brij’s efforts in connection with the rendering of the Talent Services. Brij and the Customer each agree not to undertake any activities in connection with the rendering of the Talent Services, or with respect to any other part of the Agreement or these Terms and Conditions, which may reasonably be expected to violate any third-party patents, trademarks, copyrights or licenses. Unless otherwise agreed upon in writing, this Agreement should not be construed to grant exclusivity with regards to business activities in general or with regards to any particular statement or estimate of work.

4. Limited Warranty.

Brij represents and warrants that Talent Services performed hereunder will be performed in a good and workmanlike manner, using generally accepted industry standards, by trained and skilled personnel, provided, however, that Brij shall not be liable for violation of any applicable law, rule or regulation or any third party associated with Customer content provided to Brij by Customer. THE WARRANTIES MADE HEREIN ARE THE ONLY WARRANTIES MADE BY BRIJ WITH RESPECT TO SERVICES PROVIDED HEREUNDER. CUSTOMER AGREES THAT THE EXPRESS OBLIGATIONS AND WARRANTIES MADE BY BRIJ HEREIN ARE IN LIEU OF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE EXCLUSION OF ANY OTHER WARRANTY, CONDITION, TERM, UNDERTAKING OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING OT ANYTHING SUPPLIED OR SERVICES PROVIDED UNDER OR IN CONNECTION HEREWITH INCLUDING (WITHOUT LIMITATION) AS TO THE CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR THE PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BRIJ DOES NOT WARRANT THE FUNCTIONING OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WITH SOFTWARE OR EQUIPMENT NOT SUPPLIED BY BRIJ, OR THAT THE OPERATION OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE.

CUSTOMER AGREES THAT IF CUSTOMER HAS RECEIVED ANY WARRANTIES WITH REGARD TO ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY BRIJ AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, ANY THIRD PARTIES, EXCEPT AS OTHERWISE SPECIFIED IN ANY END USER LICENSE AGREEMENT PROVIDED BY A THIRD PARTY. FURTHERMORE, ANY SUPPORT TO BE PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PROVIDED EXCLUSIVELY BY BRIJ, UNLESS OTHERWISE SPECIFICALLY AGREED TO BY THE PARTIES IN WRITING.

5. Intellectual Property.

Brij agrees that all copyrightable materials developed or prepared by Brij within the scope of Brij’s engagement shall be “works made for hire,” as such phrase is defined and used in Section 101 of the Copyright Act of 1976. Brij further agrees that the Customer is and shall be entitled to, and Brij hereby assigns to the Customer, the entire right, title and interest in and to: (1) all patentable works, materials and/or subject matter; (2) all copyrightable works, materials and/or subject matter; and (3) trademarks, service marks, trade secrets, compositions of matter, recipes, chemical compounds, designs, drawings, ideas, conceptions, discoveries, inventions, improvements, methods, techniques, processes and software, whether or not subject to patent or copyright, patentable, or copyrightable, which are developed by Brij alone or jointly with others, and/or which, in part or in whole: (i) are conceived, made or developed during the course of Brij’s engagement with the Customer and relate in any way to the Customer’s business, research or product development, (ii) are conceived or reduced to practice within the scope of Brij’s engagement by the Customer, or (iii) come to Brij during the course of Brij’s engagement with the Customer as a result of any work performed by Brij on behalf of the Customer (collectively referred to as “Intellectual Property”). Brij further agrees that it will assign to the Customer its entire right, title and interest in and to all such “Intellectual Property” and that it will execute at any time during or after the engagement an assignment to the Customer of any such “Intellectual Property.”

6. Confidentiality.

Each party agrees to keep these terms and the terms of any Agreement confidential, including any information, knowledge and data which such party may receive or develop relating to the business activities, processes, methods, and other matters which are of a secret or confidential nature and relating to the other party’s business activities.  Neither party will disclose to others, except its contractors or agents who are directly involved with the selection, implementation or use of the Talent Services, such confidential information without the prior written approval of the other party.  The obligations of confidentiality and non-disclosure imposed shall not apply to the following data and information: (a) Information that was already known to that party prior to the date of disclosure to that party; (b) Information which is published or otherwise becomes available to the general public as part of the public domain without breach of these Terms and Conditions; (c) Information provided by a third party which is not known to involve a breach of the third party’s obligations to Customer or Brij; (d) Information which the receiving party establishes was developed independently of confidential information furnished to it; € Information that is required to be disclosed to any court, government authority or regulatory authority or pursuant to requirement of law. Each party agrees to immediately notify the other party of any legal or regulatory request for confidential information; (f) To the extent that any unauthorized disclosure of Confidential Information violates the Federal Defend Trade Secrets Act, the Act provides for immunity from liability for confidential disclosure of a trade secret if the disclosure (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7. Limitation of Liability.

BRIJ’S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF ALL CLAIMS (WHETHER IN CONTRACT, DELICT OR TORT) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER WITH RESPECT TO THE AGREEMNT WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT THAT IS THE SUBJECT OF THE CLAIM.  BRIJ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSES OR ANY KIND WHATEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, DELICT (INCLUDING NEGLIGENCE) OF OTHERWISE, LOSS OF PRODUCTION, LOSS OF OR CORRUPTION OF DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME, LOSS OF GOODWILL, LOSS OF ANTICIPATED PROFITS OR ANTICIPATED SAVINGS, EVEN IF BRIJ HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THEIR POSSIBILITY. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FOR THE PURPOSES OF THIS ARTICLE, LOSS INCLUDES A PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS A COMPLETE OR TOTAL LOSS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO THIRD PARTY WHOSE PRODUCTS OR SERVICES ARE PROVIDED HEREUNDER BY BRIJ SHALL HAVE ANY LIABILITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Indemnification.

Customer agrees to defend, indemnify and hold harmless Brij from and against any losses, damages, liabilities and expenses resulting from Customer’s breach of any of its Agreements, representations or warranties contained herein; any claims made by any third party which arises from or is in any way connected with Customer’s misuse, unauthorized used or mishandling of all or any component of the Talent Services; or Customer’s gross negligence or willful misconduct.

9. Force Majeure.

Neither party shall be liable for any delay in performance or inability to perform due to Force Majeure.  “Force Majeure” includes any acts or omissions of any civil or military authority, acts of Nature, fires, strikes or other labor disturbances, major equipment failures, fluctuations or non-availability of electrical power, heat, light, air-conditioning or telecommunications equipment, pandemic, epidemic, world health crises, or any other act, omission or occurrence beyond the reasonable control of either party.  In the event of such a delay or inability to perform, the time for performance will be extended for a period of time equal to the length of the delay or inability to perform, plus an additional commercially reasonable period to recommence performance.  If, Force Majeure impacts either party for more than ninety (90) calendar days, the other Party has the right to terminate.

10. Non-Solicitation.

Customer acknowledges that Brij’s employees, agents, subcontractors and consultants are critical to the servicing of Brij’s customers.  Unless otherwise agreed to in writing, Customer agrees not to directly or indirectly, approach, solicit, contact or recruit any Brij employee, agent, contractor or consultant, for whom Customer worked with or had any communication with, for employment, as a contractor or consultant, refer for recruitment, or otherwise engage such person for a period of (1) one year following termination of such person’s employment or other engagement or Agreement with Brij.

11. Disaster Recovery.

Customer will be responsible for implementing a disaster recovery plan. This plan will include regular backups of all work done by Brij, including but not limited to source, object and documentation.  Brij accepts no responsibility for the backup, recovery or restoration of Customer’s data and is not liable for the loss or corruption of Customer’s data.

12. Law.

These Terms and Conditions are made and entered into in the Commonwealth of Pennsylvania and shall be governed and interpreted exclusively by Pennsylvania law, without giving effect to the principles of conflicts of laws. Customer hereby consents and submits to the jurisdiction of the state and federal courts situated in Allegheny County, Pennsylvania for the purposes of any claim, dispute, or action arising out of or relating to these Terms and Conditions and any Agreement and hereby waives any defense of an inconvenient forum or improper jurisdiction.

13. Successors and Assigns.

These Terms and Conditions shall be binding upon and inure to the benefit of any successor, assign, heir or personal representative of either party hereto.  Brij shall be entitled to any of its rights, benefits and obligations arising hereunder.

14. Waiver of Right to Trial by Jury.

Understanding that the right to trial by jury is of value, Customer and Brij each hereby waive any right to trial by jury of any claim or cause of action which is based on or arises out of these Terms and Conditions and Agreement; or the breach of any provision hereof or thereof.  Customer and Brij further agree that no demand, request or motion will be made for trial by jury.  Customer and Brij each represent that this waiver is knowingly and voluntarily made.

SCHEDULE 1

Brij Travel and Expense Policy

If, or when, travel is requested, it must pre-approved by both Brij and Customer. Travel expenses will be billed weekly as they are incurred and typical travel expenses will include:

• Airfare (Actual)
• Ground Transportation (actual)
• Use of Personal Automobile (Actual Mileage at IRS rate)
• Parking and Tolls (actual)
• Meals and Incidentals (per diem at GSA rates)
• Lodging (actual)