Kittitas County (MSA) (FINAL - READY FOR EXECUTION) (2)

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Master Solutions Agreement A-5 Revised August 2022 MSA (ii) Non-Completion Notice. If Client reasonably believes Trace3 has not completed provision of the Services described in the Completion Certificate in substantial conformance with the applicable Deliverable Specifications, Client will notify Trace3 in writing of its specific reasons for rejecting completion and delivery of the Services within five business days from Client's receipt of the Completion Certificate (a "Non- Completion Notice"). Trace3 will promptly address and remedy Client's issues described in the Non- Completion Notice and will re-submit the Completion Certificate for Client's signature. (iii) Absent (i) Client's timely delivery of either a signed Completion Certificate or a Non-Completion Notice within the period set forth in Section 5(b)(i), and (ii) Client's confirmation of acceptance or rejection of the Services within fifteen (15) business days after Trace3 provides written notice of such failure, the Services will be deemed accepted. 6. DOCUMENTATION Trace3 will provide Client one copy of any documentation or written Deliverables required under the applicable Purchase Order or SOW. Upon completion of a Purchase Order or SOW, Trace3 will archive all material documentation, written Deliverables and other material work product generated in connection with such Purchase Order or SOW (including any material project memorandums, status reports, test data, drawings, presentations and reports) and will retain such documentation for a period of two years following the completion of work. 7. TRADEMARKS Neither Party will use, without prior written consent of the other, any trademark or trade name of the other, or any other word or device likely to be confused therewith as part of the other's corporate, firm or trade name in connection with any form of advertisement or otherwise. 8. COMPENSATION (a) Fees. Client will pay Trace3 the Fees set forth in the applicable SOW or Purchase Order for providing the Deliverables. The Fees include all elements of cost (direct labor, overhead, general and administrative expenses and profit) incurred by Trace3 in providing the Deliverables. (b) Purchase Orders. Prior to Trace3 commencing the provision of Deliverables, Client will provide Trace3 with a Purchase Order, reflecting an obligation to purchase all Deliverables described in the applicable SOW and the total cost for such Deliverables. (c) Expenses. Trace3 will invoice Client for any expenses incurred in connection with the provision of Deliverables, at cost and without mark-up, to the extent allowed by the applicable SOW or Purchase Order. Upon Client's written request, Trace3 will provide supporting documentation for such expenses. 9. INVOICING AND PAYMENTS (a) Invoicing. (i) Products. Trace3 will invoice Client for all Fees for Products and related installation Services upon shipment of such Products from Trace3 or a Products distributor or manufacturer, as applicable, including whole or partial orders.