1. Terms and Conditions. These Terms constitute a binding contract between HATCI and Vendor.  Vendor acknowledges agreement and acceptance of these Terms by doing business with HATCI (“Agreement”).

2. Scope of Services. Vendor shall provide the Services and Goods as specified in Vendor’s Proposal attached hereto as Exhibit A (the “Services”).  Services may be referred to as “Services,” “Work” or “Deliverables.” Goods are all things governed by uniform commercial code. Vendor warrants that all Services and Goods will be provided in a competent, professional and satisfactory manner in accordance with the standards prevalent for similar Vendors.  Vendor shall re-perform any Services or provide replacement Goods not in compliance with this Agreement within a reasonable period of time not to exceed Thirty (30) days. 

3. Compliance with Specification and Law.  Vendor warrants that all Services and Goods shall be provided in accordance with any federal, state or local laws.  Vendor warrants that all work will be done in accordance to HATCI specifications for Electrical, HVAC and Engineering requirements.

4. Licenses, Permits, Fees and Assessments.  Vendor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of all aspects of its Services under this Agreement.  HATCI shall pay for all applicable sales, use, and, excise taxes.  Each party shall be responsible for taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or leases.

5. Compensation.  For the Services rendered or Goods provided subject to this Agreement, Vendor shall be compensated as specified in Exhibit A. Compensation shall be all inclusive of any and all overhead travel and related expenses, taxes, account cost and profit margin of Vendor, including, but not limited to, employee salaries and benefits, legal costs, equipment usage, insurance, reproduction costs, telephone expense, mailing and delivery charges, and similar costs.

6. Method of Payment.  Vendor shall invoice for actual Services rendered or Goods provided.  HATCI will file disputed within Seven (7) days and pay approved invoices within Forty-Five (45) days of receipt.

7. Delivery.  The Cost and expense of Shipping and Delivery shall be bore by Vendor and the Goods shall be delivered to the designated HATCI facility. Risk of loss shall not transfer until the Goods are delivered and accepted by HATCI as confirming to the Terms of this Agreement.

8. Timing.  Vendor agrees to use commercially reasonable efforts to provide the Services and/or Goods promptly and within the period set forth herein.  Time is of the essence.

9. Force Majeure.  Neither party will hold the other responsible for damages or delay caused by Acts of God, acts of war, strikes, accidents, or other events beyond its reasonable control.

10. Term.  Unless earlier terminated in accordance of this Agreement, this Agreement shall continue in full force and effect from the Effective Date until the Services are completed and/or Goods provided, at which time it shall automatically expire without further notice.

11. Representatives of Parties.  The Parties shall designate a principal contact authorized to act on its behalf responsible during the term of this Agreement for directing all activities and devoting sufficient time to personally supervise the Services hereunder.

12. Limitations upon Subcontracting or Assignment.  When Vendor is permitted to subcontract any part of this Agreement, Vendor remains fully responsible to HATCI for the acts and omissions of its subcontractor(s) as it is for the acts and omissions of persons it directly employs.  Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and HATCI. 

13. Independent Contractor.  HATCI and its officers, agents or employees shall assert no control over the manner, means or methods by which Vendor performs the Services. Vendor is as an independent contractor of HATCI and shall remain at all times a wholly independent contractor. 

14. Insurance.  Vendor shall procure and maintain, at its cost, adequate commercial general liability insurance against all claims for injuries against persons or damages to property resulting from Vendor’s acts or omissions arising out of or related to Vendor’s performance under this Agreement.  Vendor shall also carry Workers’ Compensation Insurance in accordance with all Workers’ Compensation laws. 

Such insurances shall be kept in effect during the term of this Agreement and the broker or insurance provider shall provide thirty (30) days’ advance written notice of cancellation to HATCI. The insurance policy shall contain a severability of interest clause providing that, to the extent of Vendor’s obligations under this Agreement, the coverage shall be primary for losses arising out of Vendor’s performance hereunder and neither HATCI nor its insurers shall be required to contribute to any such loss.  A certificate evidencing the foregoing and naming HATCI as additional insured for covered claims to the extent Vendor owes HATCI an indemnity under this Agreement shall be promptly delivered to HATCI by Vendor.

The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation or expansion of Vendor’s obligations to indemnify HATCI, its officers, agents and employees.  Vendor shall maintain commercial general liability insurance, including endorsement or coverage for contractual liability with limits of at least $1,000,000 per occurrence and in the aggregate.  Vendor shall also maintain automobile liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000.00).  Coverage limits may be satisfied through a combination of primary and excess insurance policies.

15. Indemnification. 

            (a) Vendor shall indemnify, defend and hold harmless HATCI, its employees, principals and agents, from and against any third party claims, demands, loss, damage or expenses (including counsel fees and court costs) relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of the indemnifying party, its personnel or agents during the course of the Services hereunder, except to the extent such loss is caused by HATCI’s own negligence or willful misconduct or that of its employees, principals or agents.  The provisions of this Section shall survive any termination or expiration of this Agreement.

            (b)  If HATCI promptly notifies Vendor in writing of a third party claim against HATCI that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be rendered against HATCI. 

16. Intellectual Property.

                (a) Upon payment by HATCI of the Compensation due to Vendor and any other costs and expenses provided for under the Contract, all Deliverables, but excluding Vendor’s Background Intellectual Property Rights (defined below) therein, shall become the sole property of HATCI. 

            (b) HATCI accepts that, during the performance of the Scope of Services, Vendor may use and/or apply Vendor’s Background Information (meaning all knowledge and expertise, including, but not limited to calculation procedures, data, models, software, know-how, inventions, operation and design know-how) or other intellectual property rights existing prior to the date of the Contract which Vendor and/or any associated companies bring to bear or provide in the course of carrying out or supplying the Scope Services and related Deliverables, whether or not contained in documents or other materials, and whether or not in the public domain but not including common knowledge in the field in which the Scope of Services and the deliverables are provided at the date of the Proposal.  The Vendor shall disclose, when reasonably practicable to do so, all Background Information owned by Vendor prior to being utilized in the performance of any Services or Deliverables. HATCI shall not obtain or have any rights in such Background Information or any development, modification, improvement or variation thereof made by Vendor or on Vendor’s behalf or any representation of the same whether developed or made by Vendor or on Vendor’s behalf in connection with Vendor’s performance hereunder.  All title, rights and intellectual property rights in the Background Information, and any such development, modification, improvement or variation thereof shall remain the sole and exclusive property of Vendor.

(c) Any input material provided by HATCI shall belong to HATCI subject to Vendor’s limited right to use such input material in connection with Vendor’s performance hereunder. 

(d) Any background information developed by either party outside the Scope of Services shall belong to the party developing such background information.

(e)  Any know-how arising during the provision of the Services shall belong solely and exclusively to Vendor and Vendor shall be entitled to use such know-how as it determines in its sole discretion.

(f)  Any inventions, designs and similar discoveries which the parties may develop or create during the execution of the Services (“Foreground Information”) shall belong to HATCI. The parties shall notify each other of any proposed application for any intellectual property rights protection or registration in respect of any such invention or design and shall keep each other informed in respect of progress.

(g)  Upon the passing of property in the Deliverables to HATCI Vendor shall grant HATCI a non-exclusive, non-transferable, perpetual, royalty free license, but without the right of sub-license (save in accordance with this Condition), to use the intellectual property rights in the Deliverables solely for the purpose of and in connection with the Deliverables and not for any other purpose without Vendor’s express prior written consent.  The rights granted by this Condition may only be sub-licensed to such of HATCI’s production suppliers who have a need to know and solely on the basis that (i) such sub-license is only for use in connection with the Deliverables and (ii) notice and details of such sub-license, including without limitation the name of the sub-licensee, are promptly given to Vendor.

(h) Neither Party shall be entitled to use in any way the name of the other without the express prior written consent of a duly authorized officer authorizing the specific use.

17. Input Material. HATCI shall provide or procure the provision of technical support in respect of any input material or components thereof from time to time as required in order to support the performance of the Services. HATCI shall provide instructions and feedback when requested by Vendor in a timely manner and, in the event of suspension of this contract due to lack of instructions, any extra reasonable costs and expenses suffered or incurred by Vendor will be charged to and payable by HATCI in addition to the price. HATCI warrants that it is the owner of the beneficial rights in the input material, and its use by Vendor for the purpose of providing the Services, will not infringe the copyright or any other rights or intellectual property rights of any third party. In the event of a breach of this warranty the Vendor shall be entitled, at its sole option and without prejudice to any other right or remedy it may have, to suspend provision of the services without liability to HATCI to allow HATCI a maximum of 14 days to: 1) procure the right for Vendor to continue using the input materials; 2) make such alterations, modifications or adjustments to the input material so that it becomes non-infringing without incurring a material diminution in performance or function; or 3) replace the input material with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function. Provided that any times agreed for the provision of services shall be amended accordingly, HATCI shall be additionally liable for the Vendor’s reasonable costs incurred during the period of suspension and, if HATCI is unable to rectify the infringement as set out hereinbefore Vendor shall be entitled to terminate the order pertaining to this Agreement without liability.

18. Trademarks. Vendor shall have no right, title or interest in any trademark of HATCI, its parent company, subsidiaries or affiliates pursuant to this Agreement.  Any trademark used by Vendor in the course of this Agreement, must be approved in advance in writing by HATCI. 

19. Confidentiality. HATCI documents and instruments of Service must be held in the strictest of confidence by VENDOR.  VENDOR agrees that it will not disclose to any third party confidential or proprietary information without the written consent of HATCI. The obligation of confidence in this Agreement shall survive the expiration or revocation of this Agreement for a period of five (5) years.

20. Records.  Vendor agrees to maintain books and records as necessary to perform the Services, and shall enable HATCI to reasonably evaluate such books and records as HATCI reasonably requires. 

21. Ownership of Documents and Things.  The Services or Deliverables shall become the property of HATCI and shall be delivered to HATCI upon request of the Contract Officer, or upon the termination or expiration of this Agreement. Vendor shall have no claim for further employment or additional Compensation as a result of the exercise by HATCI of its ownership of the documents and materials hereunder.

22. Governing Law.  The terms of this Agreement shall be governed by the laws of Michigan.

23. Assignment.  Vendor cannot subcontract or assign its rights, interests or obligations under the Project without the express written consent of HATCI.

24. Disputes.  In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore.  The injured party shall continue performing its obligations so long as the injuring party commences to cure the dispute within five (5) days of service of such notice, and completes the cure of such dispute within ten (10) days after service of the notice, or such longer period as may be permitted by the injured party. 

Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action. Such Compliance shall not be a waiver of any party’s right to take legal action in the event the dispute is not cured, provided that nothing limits either party’s right to terminate this Agreement.

25. Legal Expense.  In the event that either party takes legal action against the other to enforce the terms of this Agreement. The prevailing party in any such proceeding shall be entitled to receive from the other party all reasonable attorneys’ fees incurred by such prevailing party and all costs reasonably incurred in connection therewith.

26. Waiver.  No delay or omission in the exercise of a right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.  Either party’s consent or approval of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent act of the other party.  Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

27. Rights and Remedies are Cumulative.  The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise of it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

28. Legal Action.  In addition to any other rights or remedies, either party may take legal action, at law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

29. Suspension of Work.  HATCI may suspend Services performed by VENDOR with or without cause upon immediate notification. VENDOR shall submit an invoice for Services performed up to the effective date of the work suspension. If the work suspension exceeds thirty (30) days from the effective work suspension date, VENDOR shall be entitled to renegotiate the Project schedule and the compensation terms for the Project.

30. Termination.  The parties may terminate this agreement upon mutual written agreement.

31. Termination without Cause.  HATCI reserves the right to terminate this Agreement at any time, without cause, upon reasonable written notice to the Vendor.  Upon the effective date of termination, Vendor shall immediately cease all Work hereunder except as may be specifically approved in writing by both parties, and shall immediately return all Work, materials and other HATCI property to HATCI.  Vendor shall be entitled to compensation for all Services actually rendered prior to the effective date of termination.

32. Termination for Default of Vendor. 

            (a) If termination is due to failure of Vendor to fulfill its obligations under this Agreement, HATCI may, terminate the Agreement immediately by sending written notice thereof to Vendor as provided in Section 32.  Upon the effective date of termination, Vendor shall immediately return all Work, materials and other HATCI property to HATCI and cease all Services hereunder subject to the forgoing.  Vendor shall be entitled to compensation for services rendered prior to the effective date of termination, in accordance with Section 4.  HATCI shall pay Vendor for satisfactory Services rendered and expenses incurred up to the date of termination.

            (b) If termination is due to failure of HATCI to fulfill its obligations under this Agreement, Vendor may terminate this Agreement immediately by sending written notice thereof to HATCI subject to the forgoing.  Vendor shall be entitled to compensation for services actually rendered prior to the effective date of termination, in accordance with Section 4.  HATCI shall pay Vendor for services actually rendered and expenses incurred up to the date of termination.

33. Notice.  Any notice, demand, consent, or approval either party is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail or overnight delivery.

34. Integrated Agreement.  This Agreement contains the entire agreement of the parties. It supersedes all other prior agreements, written and oral, and cannot be amended or modified except by written agreement and duly executed by authorized representatives of both parties.  Any purchase order issued by HATCI shall be for its administrative purposes only.  In the event of any inconsistency between any terms of HATCI’s Purchase Order, Vendor Proposal, and this Agreement, the parties agree that the terms of this Agreement govern. 

35. Severability.  If any term or provision of this Agreement is deemed contrary to law, invalid, void, or unenforceable, by any court or government agency of competent jurisdiction, such term or provision shall be deemed deleted from this Agreement, and the remaining provisions and any application thereof shall continue in full force and effect.  Further, the parties agree to substitute for such invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.