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4. Organization Cooperation. Organization shall cooperate and make its facilities, information, data and <br />equipment available to NIJO in a timely manner for completion of Services. If Organization requires any <br />security or authorization procedures for NIJO employees or contractors to access its facilities, systems <br />and/or equipment, then Organization shall perform such procedures and provide necessary passes or <br />otherwise for NIJO access. Organization is solely responsible for securing its property, systems, equipment, <br />facilities, personnel and guests. <br />5. Payment. Unless otherwise agreed in writing between NIJO and Organization, terms of payment for <br />services rendered by NIJO are net thirty (30) days from date of invoice. NIJO may require a completed <br />credit application at its option. Seller shall not be required to make any shipment or render any services <br />unless payment is made consistent with any terms NIJO has required for this order or any other orders from <br />Organization. Unless otherwise agreed to by NIJO, all payments hereunder shall be in U.S. dollars. Any <br />amounts owing hereunder and not paid when due shall bear interest at a rate of 1 112% per month, which is <br />an annual percentage rate of 18% per annum, applied to the adjusted previous balance from and after the <br />due date thereof. Failure to pay any amount owing in full on the terms specified herein shall void all <br />discounts given. Organization shall pay all of NIJO's costs and expenses (including attorneys' fees, court <br />costs and other collections costs) incurred to collect any amounts owing Seller. Seller reserves the right to <br />apply interest charges retroactively, whether or not they are shown on individual statements or invoices. <br />6. Taxes. Organization shall be responsible for all taxes, duties or fees levied by any government authority as <br />a result of the Products or Services hereunder, excluding NIJO's income taxes. <br />Y. Relationship. NIJO's relationship with Organization shall be that of an independent contractor and nothing <br />in these Terms and Conditions can or should be construed to create a partnership, joint venture, agency or <br />employer -employee relationship. <br />8. Confidentiality. Neither party shall disclose or use for any purpose except as outlined hereunder including <br />without limitation (i) the financial terms between the parties; (ii) the technology, ideas, formulae, know how, <br />documentation, procedures, algorithms and trade secrets embodied in the Services, technical <br />documentation, solution methodology (e.g. forecasting and optimization techniques), user manuals and <br />other deliverables, (iii) Organization business or marketing data; and/or (iv) any other information, whether <br />in written or magnetic media, that is identified as confidential; except such information that (a) is known to <br />either parry prior to its first receipt of such information, (b) is generally known to the public priorto its <br />receipt by Organization, (c) becomes available to the public other than as a result of a disclosure by either <br />party; (d) is required to be disclosed pursuant to an applicable law or by order of any court or <br />governmental agency; or (e) is independently developed by either party without reference to confidential <br />information. <br />9. Intellectual Property. NIJO and its licensors retain and reserve exclusive ownership of all worldwide <br />copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, property rights and all other <br />industrial rights in the Services, including any derivative works, modifications, customizations, updates, or <br />10 I Proposal and Terms & Conditions <br />Institu e fo+ Jai4 Opci -. ,D�a l' iJjf . Col)yriyht 0 2024. All R'ghrs Rese[ ved <br />