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General Terms and Conditions

EisnerAmper Managed Technology Services LLC

General Terms and Conditions For The One-Time Sale of Goods and Services

  1. Applicability.  
    1. These terms and conditions of sale are the only terms which govern the one-time sale of the goods ("Goods") and, where applicable, services ("Services") by EisnerAmper Managed Technology Services LLC, a wholly owned subsidiary of Eisner Advisory Group LLC ("EA MTS") to the client named on the accompanying statement of work ("Statement of Work" or "SOW") ("Client"). 
    2. The accompanying "Statement of Work", and these General Terms and Conditions for the One-Time Sale of Goods and Services ("GTC") (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral as to the one time sale of goods and services. These GTCs will prevail over any of Client's general terms and conditions of purchase regardless of whether or when Client's has submitted its purchase order or such terms. Fulfillment of Client's order does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these GTC.

  2. Delivery of Goods and Performance of Services.  
    1. Delivery of Goods
      1. EA MTS shall provide the Goods as described in an executed Statement of Work. The Goods will be delivered within a reasonable time after the receipt of executed Statement of Work, subject to availability of finished Goods. EA MTS shall not be liable for any delays, loss, or damage in transit.
      2. Unless otherwise agreed in writing by the parties, EA MTS shall deliver the Goods to Client’s address set forth on the face of the Statement of Work (the "Delivery Point") using EA MTS's standard methods for packaging and shipping such Goods, and subject to availability of furnished Goods. Client shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
      3. EA MTS may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Client. Each shipment will constitute a separate sale, and Client shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Client's purchase order.
      4. If for any reason Client fails to accept delivery of any of the Goods at the Delivery Point, or if EA MTS is unable to deliver the Goods at the Delivery Point on such date because Client has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Client; (ii) the Goods shall be deemed to have been delivered; and (iii) EA MTS, at its option, may store the Goods until Client picks them up, whereupon Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
    2. Performance of Services
      1. EA MTS shall provide the Services as described in an executed Statement of Work. EA MTS shall use reasonable efforts to meet any performance dates to render the Services specified in the Statement of Work, and any such dates shall be estimates only.
      2. With respect to the Services, Client shall (i) cooperate with EA MTS in all matters relating to the Services and provide such access to Client's premises, and such office accommodation and other facilities as may reasonably be requested by EA MTS, for the purposes of performing the Services; (ii) respond promptly to any EA MTS request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for EA MTS to perform Services in accordance with the requirements of this Agreement; (iii)  accept responsibility for all management decisions and management functions; (iv) provide such customer materials or information as EA MTS may reasonably request and Client considers reasonably necessary to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (v) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
      3. To the extent applicable, with respect to penetration testing services and/or any vulnerability scanning services, which focus on evaluating the security of the specified systems, networks, and applications, as detailed in the agreed-upon scope of work, (collectively, "Scanning Services") Client (i) acknowledges that Scanning Services involve intentionally, scanning, probing and assessing the security infrastructure of systems, which may include attempts to exploit vulnerabilities to identify weaknesses and potential areas of improvement, and further acknowledges that this process may cause disruptions, and in rare cases, there may be unintended consequences such as system outages or data loss, (ii) releases and discharges, EA MTS, its affiliates, officers, parents, employees, agents, and representatives, from any and all claims, liabilities, damages, or expenses arising from or related to the Scanning Services, including, but not limited to, any direct or indirect damages, loss of data, business interruption, or any other harm that may occur during or as a result of the Scanning Services (iii) acknowledges that, to the best of its knowledge, the systems and networks undergoing testing are owned or authorized by Client has full authority to authorize the Scanning Services detailed in the applicable scope of work (iv) acknowledges that EA MTS will abide by the applicable policies for the hosting provider, including the Customer Support Policy for Penetration Testing located at https://aws.amazon.com/security/penetration-testing/ for Amazon Web Service; the Microsoft Cloud Penetration Testing Rules of engagement located at https://aws.amazon.com/security/penetration-testing/ for Amazon Web Service; the Microsoft Cloud Penetration Testing Rules of engagement located at https://www.microsoft.com/en-us/msrc/pentest-rules-of-engagement Microsoft Office 365 and Azure; and the Google Cloud Platform Acceptable Use Policy and Google Cloud Platform Terms of Service Google Cloud Platform.

  3. Non-Delivery of Goods.  
    1. The quantity of any installment of Goods as recorded by EA MTS on dispatch from EA MTS's place of business is conclusive evidence of the quantity received by Client on delivery unless Client can provide conclusive evidence proving the contrary.
    2. EA MTS shall not be liable for any non-delivery of Goods unless Client gives written notice to EA MTS of the non-delivery within 5 business days of the date when the Goods would in the ordinary course of events have been received.
    3. Any liability of EA MTS for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
    4. Client acknowledges and agrees that the remedies set forth in this Section 3 are Client's exclusive remedies for any non-delivery of Goods.

  4. Quantity. If EA MTS delivers to Client a quantity of Goods of up to 5% more or less than the quantity set forth in the Statement of Work, Client shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Statement of Work adjusted pro rata.

  5. Title and Risk of Loss. Title and risk of loss passes to Client upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Client hereby grants to EA MTS a lien on and security interest in and to all of the right, title, and interest of Client in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the New York Uniform Commercial Code.

  6. Client's Acts or Omissions. If EA MTS's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, EA MTS shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

  7. Inspection and Rejection of Nonconforming Goods.  
    1. Client shall inspect the Goods within five business days of receipt ("Inspection Period"). Client will be deemed to have accepted the Goods unless it notifies EA MTS in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by EA MTS. "Nonconforming Goods" means only the following: (i) product shipped is materially different than identified in Client's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
    2. If Client timely notifies EA MTS of any Nonconforming Goods, EA MTS shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price (as defined below) for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Client in connection therewith. Client shall ship, at its expense and risk of loss, the Nonconforming Goods to EA MTS's location as indicated on the Statement of Work. If EA MTS exercises its option to replace Nonconforming Goods, EA MTS shall, after receiving Client's shipment of Nonconforming Goods, ship to Client, at Client's expense and risk of loss, the replaced Goods to the Delivery Point.
    3. Client acknowledges and agrees that the remedies set forth in Section 7(b) are Client's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Client are made on a one-way basis and Client has no right to return Goods purchased under this Agreement to EA MTS.

  8. Price.  
    1. Client shall purchase the Goods and Services from EA MTS at the prices (the "Price") set forth in EA MTS's published price list in force as of the date of the applicable Statement of Work. If the Price should be increased by EA MTS before delivery of the Goods to a carrier for shipment to Client, then these GTC shall be construed as if the increased prices were originally inserted herein, and Client shall be billed by EA MTS on the basis of such increased prices.
    2. Client agrees to reimburse EA MTS for all reasonable travel and out-of-pocket expenses incurred by EA MTS in connection with the performance of the Services.
    3. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Client. Client shall be responsible for all such charges, costs and taxes; provided, that, Client shall not be responsible for any taxes imposed on, or with respect to, EA MTS's income, revenues, gross receipts, personal or real property, or other assets.

  9. Payment Terms.  
    1. Client shall pay all invoiced amounts due to EA MTS within 30 days from the date of EA MTS's invoice. Client shall make all payments hereunder by check or electronic funds transfer in US dollars.
    2. Client shall pay interest on all late services that are more than 15 days past due at the rate of 1% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse EA MTS for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these GTC or at law (which EA MTS does not waive by the exercise of any rights hereunder), EA MTS shall be entitled to suspend the delivery of any Goods or performance of any Services if Client fails to pay any amounts when due hereunder and such failure continues for 90 days following written notice thereof.
    3. Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with EA MTS, whether relating to EA MTS's breach, bankruptcy or otherwise.

  10. Limited Warranty.  
    1. EA MTS warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    2. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 10(a), EA MTS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    3. EA MTS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING BUT NOT LIMITED TO ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    4. THE SERVICES, PRODUCTS, SOFTWARE, HARDWARE AND ALL OTHER MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ‘WITH ALL FAULTS”. Client AGREES AND ACKNOWLEDGES THAT SERVICE OUTAGES, SERVICE FAILURES, FAILURES OR DEFECTS IN SOFTWARE OR HARDWARE PROVIDED OR MADE AVAILABLE HEREUNDER, OR ERRORS IN PERFORMANCE OF ANY SUCH ITEMS, AND FAILURES OF THE PUBLIC INTERNET OR OTHER MEANS OF COMMUNICATION ARE NOT EA MTS’S RESPONSIBILITY. EA MTS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES, SOFTWARE OR HARDWARE OR ANY SYSTEMS PURSUANT TO WHICH Client ACCESSES SAME. EA MTS IS NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE.  NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, OR QUIET ENJOYMENT, OR USE OF THE SERVICES, SOFTWARE, HARDWARE OR MATERIALS IS GIVEN OR ASSUMED BY EA MTS AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. EA MTS DOES NOT WARRANT THAT DEFECTS IN THE SERVICES, SOFTWARE OR HARDWARE WILL BE CORRECTED.

  11. Limitation of Liability.  
    1. IN NO EVENT SHALL EA MTS OR ITS PARENTS, REPRESENTATIVES, OR AFFILIATED ENTITIES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT EA MTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL EA MTS'S, ITS PARENTS' OR ITS AFFILIATED ENTITIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE LESSER OF (I) THE TOTAL OF THE AMOUNTS PAID OR PAYABLE TO EA MTS FOR THE GOODS SOLD PURSUANT TO AN APPLICABLE SOW, IF ANY, (II) THE TOTAL AMOUNTS PAID OR PAYABLE TO EA MTS FOR THE SERVICES SOLD PURSUANT TO AN APPLICABLE SOW FOR THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CAUSE OF ACTION ARISES, IF ANY. EA MTS SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED BY A THIRD PARTY PROVIDER.
    3. For the avoidance of doubt, Client, on behalf of itself and its affiliates, covenants and agrees not to sue or bring any action in law or in equity, or threaten to sue or bring any such action, or cooperate with, instruct, or consent to a third party suing or bringing any such action, against EA MTS, its parents, affiliates, officers, directors, employees, agents, successors and permitted assigns, arising from, referring to, relating to, or in connection with any third party provider’s products or services provided pursuant to this Agreement or any SOW, including but not limited to, claims arising from third party’s failure of performance or functionality, disruption of service, or any other claim related to the services, warranties, products or goods provided by or on behalf of the third party provider.
    4. The limitation of liability set forth in Section 11(b) shall not apply to liability resulting from a judicial determination of (i) EA MTS's gross negligence or willful misconduct and (ii) death or bodily injury resulting solely from EA MTS’s acts or omissions.
    5. Notwithstanding anything to the contrary herein, to the extent that Cork, Inc. (“Cork”) is engaged to provide services, goods, warranties, or products  to the Client that are related to the Services provided by EA MTS under this Agreement, the Client agrees, on behalf of itself and its affiliates that EA MTS shall have no liability or responsibility, and shall not incur any costs or expenses, relating to or arising from: (i) Client’s relationship with, or any services provided by, Cork to Client, or (ii) any goods, products, or warranties provided by or on behalf of Cork to Client.   Moreover, Client: (i) grants EA MTS the right and license to provide Cork with Client’s confidential information, data and materials, and expressly authorizes EA MTS to collect, use and share such data with Cork, in EA MTS’s discretion, and (ii) represents and confirms that any data provided to EA MTS is accurate and complete, to the best of Client’s knowledge, and complies with all applicable laws.

  12. Reimbursement of Expenses Related to Compliance with Subpoenas: In the event that EA MTS, Eisner Advisory Group LLC, or EisnerAmper LLP receives a subpoena or other legal process in an action or proceeding in which it is not a party that seeks testimony, documents or information related to the services provided pursuant to this Agreement or any SOW, Client shall reimburse EA MTS for all costs and expenses (including reasonable legal fees and costs) associated with providing such testimony, documents or information, including any time expended at EA MTS’s then standard rates.

  13. Insurance. During the term of this Agreement and for a period of six months thereafter, each of Client and EA MTS shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon EA MTS's request, Client shall provide EA MTS with a certificate of insurance from Client's insurer evidencing the insurance coverage specified in these GTC. Client shall provide EA MTS with 15 days' advance written notice in the event of a cancellation or material change in Client's insurance policy.

  14. Compliance with Law. Client shall comply with all applicable laws, regulations, and ordinances. Client shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Client shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Client. Client assumes all responsibility for shipments of Goods requiring any government import clearance. EA MTS may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.

  15. Term & Termination. This Agreement is effective from as of the later of the signature dates in the accompanying initial Statement of Work (“Effective Date”) and ends upon the earlier of (i) six (6) months from the Effective Date (ii) termination in accordance with this Section or any SOW; or (iii) EA MTS’s delivery of the final Good or performance of the Services in accordance with an applicable SOW, and Client’s satisfaction of its payment obligations hereunder (“Term”).  In addition to any remedies that may be provided under these GTC, EA MTS may terminate this Agreement and/or any SOW with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under any SOW; (b) has not otherwise performed or complied with any of these GTC, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. For the avoidance of doubt, in the event that this agreement is terminated in accordance with this section, the outstanding SOW's shall continue in full force and effect until their expiration date unless also terminated accordingly, subject to this section and any terms in an SOW. Termination of an SOW does not automatically terminate this agreement. Each of the termination events in this section shall each be referred to as an “Engagement Termination Event.”
     
  16. Waiver. No waiver by EA MTS of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by EA MTS. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

  17. Confidential Information. All non-public, confidential or proprietary information of either party, including but not limited to, in the case of EA MTS, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed to the receiving party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement or any SOW is confidential, Any Confidential Information may not be disclosed or copied unless authorized in advance by the disclosing party in writing. This section does not apply to information that is (a) in the public domain; (b) known to the receiving party at the time of disclosure; or (c) rightfully obtained by the receiving party on a non-confidential basis from a third party.

    Upon EA MTS’s request, Client shall promptly return all documents and other materials received from EA MTS. EA MTS shall be entitled to injunctive relief for any violation of this section.

    By entering into this Agreement, Client consents to the terms and conditions of EisnerAmper’s privacy law notices and contract terms located at https://www.eisneramper.com/privacy-law-resource-center.

  18. Force Majeure. EA MTS shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement or any SOW, for any failure or delay in fulfilling or performing any term of this Agreement or any SOW when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of EA MTS including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental order or actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 90 days, Client shall be entitled to give notice in writing to EA MTS to terminate an applicable SOW.

  19. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of EA MTS. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement and/or any SOW. EA MTS may assign this Agreement or any of its rights or delegate any of its obligations under this Agreement to any subsidiary, parent, related entity, or any entity with which EisnerAmper LLP or Eisner Advisory Group LLC enters into any change of control, combination, merger, or sale of substantially all of its assets.

  20. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement or any SOW shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  21. Employees and Subsidiaries:  EA MTS may assign employees or employees of its affiliated entities’ subsidiaries and affiliates, including employees located outside the United States to work on this engagement, and to provide operational support services to EA MTS.  Client hereby consents to EA MTS assigning employees and affiliated entities, including those located outside the United States to this engagement, and to EA MTS transmitting Client's information to such employees and affiliated entities as needed to perform the services for Client and to perform operational services.

  22. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these GTC.

  23. No affiliate liability. Eisner Advisory Group LLC is a member firm of EisnerAmper Global Ltd, a network of legally independent firms. Eisner Advisory Group LLC is also a member firm of Allinial Global, an association of legally independent accounting and consulting firms.  EisnerAmper Global Ltd, Allinial Global and their respective member firms and correspondent firms are not responsible for, and do not accept liability for the work or advice which EA MTS provides to its clients, and do not owe any duty in relation to the work or advice which EA MTS provides.  

  24. Independence and Non-Attest Services.  This section applies only to Clients for which attest services are provided by EisnerAmper LLP.  Professional standards require that a CPA firm and its covered members maintain independence throughout the professional engagement period.  In order to preserve EA MTS’s independence, the Client shall not solicit EA MTS’s, EisnerAmper LLP’s, or Eisner Advisory Group LLC’s staff for employment and no offer of employment shall be discussed with any such professional during the professional engagement period.  The Client shall inform the engagement partner before entering into any substantive employment discussions with any EA MTS, Eisner Advisory Group LLC, and/or EisnerAmper LLP personnel.  To the extent that EA MTS or Eisner Advisory Group LLC performs any non-attest services (including, but not limited to, the preparation of tax returns, or consulting services, etc.), the Client assumes all management responsibilities, which means that the Client will make all management decisions and perform all management functions, designate an individual, preferably from senior management, with suitable skill, knowledge, and/or experience to oversee the services, evaluate the adequacy and results of the services performed, accept responsibility for the results of the services and, where appropriate, establish and maintain internal controls including monitoring ongoing activities.  EA MTS in its sole professional judgment, reserves the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. 

  25. Governing Law. All matters arising out of or relating to this Agreement or any SOW are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

  26. Statute of Limitations.  Any legal action or proceeding asserting a claim against EA MTS arising out of this Agreement, any SOW, or the Goods or Services provided for hereunder shall be asserted within one (1) year from the Engagement Termination Event, as defined herein.

  27. Employment of EA MTS Staff. EA MTS values its staff and contractors and has made significant investments in each.  In the event that during the Term of this Agreement or within a period of two (2) years thereafter, the Client hires one of EA MTS’s employees, partners, contractors, or subcontractors  (“EA Personnel”) who has worked on, consulted, or serviced any SOW hereunder, EA MTS will charge, and Client agrees to pay, a recruiting fee equal to the greater of (i) one hundred percent (100%) of the annual salary that the EA Personnel will receive at Client’s organization; or (ii) one hundred percent (100%) of EA MTS’s billings to the Client in the twelve (12) months prior to the date on which the EA Personnel was hired by Client, as fair and equitable compensation of EA MTS’s loss.

  28. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EA MTS and Client, to the extent permitted by law, each knowingly, voluntarily and intentionally waive the right to a trial by jury in any action arising out of or relating to this Agreement, any SOW, or the Goods or Services to be provided or performed, as applicable, by EA MTS pursuant hereto. This waiver applies to any legal action or proceeding whether sounding in contract, tort, negligence or otherwise.

  29. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Statement of Work or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email (with confirmation of transmission) to rahul.mahna@eisneramper.com or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

  30. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  31. Survival. Provisions of these GTC which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

  32. Amendment and Modification. These GTC may only be amended or modified in a writing stating specifically that it amends these GTC and is signed by an authorized representative of each party.

April 2025