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General Terms and Conditions

Northeast 3D (herein after referred to as “NE3D” in this document) and Client (herein after referred to as “Client” in this document).

1. Any changes to this Statement of Work (“SOW”) may only be made by a written Change Request document executed by both parties. Any such changes may entail additional charges.

2. If either party fails to perform its obligations under this SOW (including timely payment of fees for services rendered) and such failure continues for a period of (30) days after written notice thereof, the other party shall have the right to terminate this SOW immediately.

3. “Confidential Information” shall mean any and all CLIENT information and ideas in whatever form, tangible or intangible, whether disclosed to or learned by NE3D, which is specifically identified or labelled as “Confidential” by CLIENT. NE3D hereby agrees to use confidential Information solely to perform the services under this SOW and will not disclose Confidential Information to a third party other than those of its employees/consultant/partners on a need to know basis. In performing its duties and obligations hereunder, both the parties agree to use at least the same degree of care as it does with respect to its own confidential information but, in any event, at least reasonable care. Confidential Information shall not mean or include information which: (a) is known to NE3D at the time of disclosure to NE3D by CLIENT as evidenced by written records of NE3D, (b) has become publicly known and made generally available through no wrongful act of NE3D, or (c) has been rightfully received by NE3D from a third party who is authorized to make such disclosure.


4. During the term of this SOW and for a one (1) year period thereafter, CLIENT will not, without the prior written consent of NE3D, solicit for hire or engagement, directly or indirectly (a) any employee of NE3D or its affiliates, or (b) any consultant,

vendor or service provider introduced by NE3D to CLIENT.

5. IN NO EVENTSHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY, SPECIAL OR OTHER INDIRECTDAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER. CLIENT further agrees to limit the liability of NE3D and its officers, directors, partners, affiliates, employees and subcontractors, from the claim of damages under this SOW, to an amount not to exceed the fees actually paid by CLIENT to NE3D during the six (6) months preceding the date of the related claim. The parties agree that amounts stated herein are fair under the circumstances and that the prices reflect the limitation of liability.

6. Each party shall comply with all applicable laws in the performance of this Agreement, including but not limited to any relevant data protection regulations. CLIENT warrants that if it instructs NE3D to process of any information relating to an

identified natural person (“Personal Data”), then (a) CLIENT shall be deemed to be the data controller; (b) NE3D shall be deemed to be the processor; and (c) CLIENT shall instruct NE3D to process Personal Data only in compliance with applicable law.

7. Publicity CLIENT hereby permits NE3D to identify CLIENT as a client of NE3D and to use and display CLIENT’s name, logo, and project description in NE3D’s promotional brochures, web sites, and project proposals.

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