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Professional Services Master Agreement Kittitas County units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Failure to pay invoices by the due date, unless Tieton Group has been informed by said due date that an invoice is being contested and the reason therefore, may result in the imposition of interest charges to the extent allowable by law as well as any associated legal and collection fees incurred. KITTITAS COUNTY Will NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTil TIETON GROUP SUBMITS A COMPLETED W-9. Client further agrees to pay amounts equal to any federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Client to Tieton Group under this Agreement or any other Agreement between the parties, exclusive of taxes based on Tieton Group's net income or net worth. In the event Tieton Group has failed to perform any obligation to be performed under this Agreement within the time set forth in this Agreement, then the Client may, upon written notice, withhold all monies due and payable to Tieton Group, without penalty, until such failure to perform is cured or otherwise adjudicated. 4. Term, Termination, and Cancellation This Agreement will commence on the Effective Date and will remain and continue in full force and effect, unless terminated by either party as set forth below. Termination of this Agreement or any SOW hereunder may occur upon any of the following: a) Thirty (30) days after a party's receipt of written notice from the other party that the Services shall be terminated; or b) Seven (7) days after one party notifies the other in writing that they are in breach or default of this Agreement, unless the negligent party cures such breach or default within such seven (7) day period; or c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party, any appointment of a receiver for such party, or any assignment for the benefit of such party's creditors (a "Bankruptcy Event"), unless such party cures such Bankruptcy Event within the fifteen (15) day period. In all events, Client shall be liable for full payment for Services and reimbursement of Tieton Group's expenses accrued through the effective date of termination. Page 2 of 12