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JUUNIFIED
<br />TECHNOLOGIES1001111
<br />an officer of R2 Unified Technologies, this SOW shall not become effective and shall not
<br />constitute a binding contract.
<br />10. This proposal or quotation includes data that shall not be disclosed outside Client and
<br />shall not be duplicated, used or disclosed, in whole or in part, for any purpose other than
<br />to evaluate this proposal or quotation. If, however, a contract is awarded to this offer or
<br />as a result of, or in connection with, the submission of this data, Client shall have the right
<br />to duplicate, use or disclose the data to the extent provided in the resulting contract. This
<br />restriction does not limit Client's right to use information contained in this data if it is
<br />obtained from another source without restriction.
<br />11. R2 recognizes and accepts that there may be delays in commencing a project or during the
<br />project lifecycle due to specific events that may occur outside of the control of R2 or the
<br />Client. R2 considers these delays a normal part of conducting business and will work with
<br />the client to accommodate these delays.
<br />12. R2 reserves the right to reassign resources and or re -prioritize this project if a delay occurs
<br />due to lack of response from the Client or the requested suspension of the project by the
<br />Client. Project delays or suspension over 6 months may require the project to be closed or
<br />add additional cost to the project.
<br />13. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties
<br />and charges of any kind imposed by any Governmental Authority on any amounts payable
<br />by Client. Client shall be responsible for all such charges, costs and taxes; provided, that,
<br />Client shall not be responsible for any taxes imposed on, or with respect to, R2's income,
<br />personnel or real or personal property or other assets.
<br />14. In addition to all other remedies available under this SOW or at law (which R2 does not
<br />waive by the exercise of any rights hereunder), R2 shall be entitled to suspend the delivery
<br />of any services if Client fails to pay any amounts, whether for services or equipment, when
<br />due hereunder and such failure continues for seven (7) days following written notice
<br />thereof.
<br />15. Client shall not withhold payment of any amounts due and payable by reason of any set-
<br />off of any claim or dispute with R2, whether relating to R2's breach, bankruptcy or
<br />otherwise.
<br />16. All non-public, confidential or proprietary information of R2, including but not limited to,
<br />all information contained within the SOW, as well as R2's systems, specifications,
<br />schematics, samples, patterns, designs, plans, drawings, documents, data, business
<br />operations, client lists, pricing, discounts or rebates, disclosed by R2 to Client, whether
<br />disclosed orally, disclosed through R2's actions, or disclosed or accessed in written,
<br />electronic or other form or media, and whether or not marked, designated or otherwise
<br />identified as "confidential" in connection with this SOW ("Confidential Information"), is
<br />confidential and is solely for the use of performing this SOW and may not be disclosed by
<br />Client to any third party, or copied by Client or any third party, unless otherwise
<br />authorized in advance by R2 in writing.
<br />Statement of Work page 34 of 40
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