SERVICES
1.1. Statements of Work. From time to time, Client and Contractor may execute one or
more statement(s) of work, substantially in the form attached hereto as Exhibit A, detailing
the specific services to be performed by Contractor (as executed, a “Statement of Work”).
Each Statement of Work will expressly refer to this Agreement, will form a part of this
Agreement, and will be subject to the terms and conditions contained herein. A Statement
of Work may be amended only by a signed (by each party’s authorized signatory) and
written agreement of the parties.
1.2. Performance of Services. Contractor will perform the services described in each
Statement of Work (the “Services”) in accordance with the terms and conditions set forth
in each Statement of Work and this Agreement. Unless otherwise agreed by Client,
Contractor will determine, in Contractor’s sole discretion, the manner and means by which
the Services are accomplished, subject to the requirement that Contractor will at all times
comply with applicable law and any compliance policies drawn to Contractors’ attention
insofar as they are applicable to independent contractors.
1.3. Equipment and Facilities. Unless otherwise provided in a Statement of Work,
Contractor will perform the Services at Contractor’s offices or facilities, using Contractor’s
instruments, equipment and tools. Contractor will determine the time, place and order in
which Contractor will perform the Services in accordance with any milestones and/or
timeline set forth in a Statement of Work.
. PAYMENT
2.1. Fees. As Contractor’s sole compensation for the performance of Services, Client will
pay Contractor the fees specified in each Statement of Work in accordance with the terms
set forth therein. Contractor acknowledges and agrees that, if specified in a Statement of
Work, Client’s payment obligation will be expressly subject to Contractor’s completion of
Services provided therein or achievement of certain milestones to Client’s reasonable
satisfaction.
2.2. Expenses. Unless otherwise provided in the Statement of Work, Client will reimburse
Contractor for reasonable travel and related expenses incurred in the course of performing
the Services hereunder, provided, however, that any such expenses will be approved in
advance in writing by Client. As a condition to receipt of reimbursement, Contractor will
submit to Client reasonable evidence that the amount involved was both reasonable and
necessary to the Services provided under this Agreement.