PREMIUM COMPLIANCE SERVICES PROGRAM

TERMS & CONDITIONS

Premium Services will generally be available Monday through Friday, 9 a.m. to 5 p.m. ET, exclusive of holidays. Authorized individuals accessing these Premium Services can generally expect an initial telephone call or email in response to an inquiry no later than the next business day (though every effort will be made to exceed this response time).

I understand that inquiries related to any subject matter not specifically enumerated above are not included in the Premium Services program. Further, any inquires related to government contracting, state law issues, as well as litigation, administrative actions or any other type of adversarial proceeding, in-person meetings and travel are specifically excluded from the scope of services. Only contracts that are new or imminently renewing are included under the Contract Review and Negotiation Support feature; contracts currently in force before beginning of the Term of Service under this Premium Services program are excluded. Contract review will generally consist of providing information concerning the customary approaches taken in the industry regarding commonly negotiated provisions. Human resource assistance will generally involve discussing frequently encountered compliance and risk management issues.

I agree that the Authorized Individuals I designate will access these services solely for the benefit of the Company and not for any individual or other entity. I understand that these compliance and risk mitigation services will be rendered only to the extent permitted under applicable law and ethics rules. All services under this program are provided by one or more consultants under contract with TechServe Alliance Services Corp. Consultants are paid by TechServe Alliance for providing this service. Company acknowledges that the services provided hereunder are not intended to be the provision of legal services, and no attorney/client relationship is intended to be formed. You should consult with your attorney if legal services or an attorney/client relationship is sought.

While no attorney/client relationship is intended to be formed, consultants will maintain the confidentiality of inquiries to the extent permitted by law, except consultants may report to TechServe Alliance Services Corp. the identity of firms making inquiries and the general nature of the inquiry. Consultants may, in their sole discretion, decline to respond to particular inquiries if it deems doing so inadvisable on legal, ethical or other grounds.

TechServe Alliance Services Corp. reserves the right to terminate any Company’s participation in the Premium Services program in its sole discretion, with a pro-rated return of fees. Further, Premium Services may become unavailable for a period of time due to events beyond one or more of the parties’ control. In the event Premium Services is unavailable for a period of time, Company’s sole remedy shall be a refund of the portion of the service fee representing the number of days for which services were unavailable.

In recognition of the relative risks and benefits of the Premium Services to the Company, the risks have been allocated such that the Company agrees, to the fullest extent permitted by law, to limit the liability of TechServe Alliance and TechServe Alliance Services Corp., along with their officers, directors, and employees (collectively ‘‘Releasees’’), to the Company for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and other costs of litigation, so that the total aggregate liability of the Releasees to the Company shall not exceed the total yearly fee paid by Company for Premium Services. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. IN NO EVENT SHALL RELEASEES BE LIABLE TO COMPANY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, INCLUDING ANY SUCH DAMAGES OR LOSSES RESULTING FROM BUSINESS INTERRUPTION OR LOST PROFITS.

TechServe Alliance Services Corp. may modify these terms or add additional terms that apply Premium Services upon fifteen (15) days’ notice to Company. If you do not wish to agree to these changes, you may elect to discontinue the service and receive a refund for the remaining days left in your Term of Service. If you do not tell us you are terminating the service within this time-frame, you will be deemed to have accepted the modified terms or additional terms contained in the notice.

These Terms and Conditions represent the entire agreement of the parties and supersedes all other agreements and representations. If any provision of these Terms and Conditions are determined to be unenforceable in whole or in part, all remaining provisions shall be given full effect to the extent possible without the unenforceable provision.

This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to choice of law principles, and any litigation shall be brought in the federal or state courts of Virginia. The parties agree to the exercise of personal jurisdiction over them by such courts to the fullest extent permitted by law.