Our Consulting Services General Terms and Conditions

The following General Terms and Conditions (T&C) shall apply to all current and future consulting service contracts between the Client (hereinafter "you") and 4 i Lean, LLC (hereinafter "we/us"). Exceptions to the general T&C shall only apply if they have been expressly agreed to and confirmed in writing by 4 i Lean.

1. Scope and realization of the service contract

1.1 All consulting service contracts and other agreements are only binding if confirmed by both parties and duly signed; they are mutually binding only to the extent set forth in the written contractual agreement.

1.2 The scope of service is determined according to the written contract, addendums and a listing of applicable contract specifications. Changes to the scope of consulting services require a written agreement between both parties. Dates of service completion are only provided as approximations and will not be binding unless expressly marked so in writing.

1.3 We will provide you the services specified in the service contract with reasonable care and skill. You will provide us with all co-operation, information and documentation reasonably required for the provision of the services. It is your responsibility to ensure that all documents and information needed for the performance and completion of the contract are made available to us on a timely basis without having to be specifically requested, and that we be informed of all occurrences and circumstances that are of significance to the implementation of the contract.

1.4 We have the right to select employees assigned to the respective project by itself. We reserve the right to decide whether Services will be provided at your site or at other locations. Although our employees may provide Services at your site, the management and direction for all on site visits is our responsibility. We may contract with other external service providers unless in performance of the contract unless contractually prohibited by the service contract.

2. Charges, Expenses, and Payments

2.1 Our fees will be agreed with you in the service contract.

2.2 Expenses (including but not limited to travel expenses, accommodation expenses, parking fees, postage, printing costs) incurred in the course of providing the services will be passed on to you at cost, and will be invoiced with our fees.

2.3 Subject to any agreement to the contrary in the Proposal, we will invoice you in arrears at the end of each calendar month; and our invoices are payable within 7 days of the date of the invoice.

2.4 If increased costs are caused by the Client's failure to timely meet its duty to co-operate, Client shall reimburse 4 i Lean for all incremental costs. The time for performance, where agreed, shall be extended by additional time required for the resumption of performance after elimination of such obstruction. 4 i Lean is not responsible for delays or lack of performance due to Acts of God.

2.5 If you prevent the implementation of the contract after the contract has been signed (for ex. due to cancellation), we are nonetheless entitled to payment for the stipulated scope of consultation services. If the execution of the contract does not occur due to circumstances which are substantially caused by us, then we shall only be entitled to receive the part of the fee which corresponds to those services already performed. This particularly applies if, despite cancellation, our services up to that point are usable by you. Apart from apparent deficiencies, any complaint about our services does not justify the retention of fees owed to us.

2.6 If you are delinquent on a due payment, we reserve the right to rescind the contract effective immediately and assert a claim for damages.

3. Intellectual Property and Copyrights

3.1 For the purpose of this Clause [3]:

(a) “Materials” means the materials that we deliver or have a contractual obligation to deliver to you in the course of providing the services;

(b) “Intellectual Property Rights” means all intellectual property rights throughout the world whether vested or contingent and whether currently in existence or otherwise including (without limitation) copyright, database rights, design rights, registered designs, patents, trademarks, trade names signs and other designations, trade secrets and all similar rights whether registered or otherwise and all extensions, revivals, reversions and renewals of any of the above and, in relation to registrable rights, any applications made in respect thereof;

(c) “Third Party Works” means the works and/or materials comprised in the Materials, the Intellectual Property Rights in which are owned by a third party (which will be specified in the service contract or otherwise agreed between the parties from time to time).

3.2 We hereby grant to you a worldwide, irrevocable, royalty-free, non-exclusive license under the Intellectual Property Rights in the Materials (other than the Third Party Works) to copy, adapt and publish the Materials, together with the right to sub-license these rights.

4. Limitation of liability

4.1 We hereby represent and warrant to you that we have insurance policies in place as required by law.

4.2 At client sites where we have a significant presence, you shall maintain general liability insurance coverage which includes 4 i Lean as an additional insured, and shall furnish to us a Certificate of Insurance from its insurance carrier(s) certifying that insurance coverage is in effect and will not be canceled or materially changed without our written consent.

4.3 We will endeavor to ensure that all transactions are reviewed per your requirements and

specifications. You are responsible for the accuracy and timeliness of all data and are liable for all taxes, interest, penalties and other fees as may be assessed by the government for non-compliance, omissions, errors and audits.

4.4 All terms, conditions and warranties, express or implied, not set out in the service contract are, to the fullest extent permitted by law, excluded from the arrangements governed by the service contract.

4.5 We shall not be liable for any direct, indirect, punitive, special, incidental, or consequential damages (including, but not limited to damages for lost revenue, lost profits, business interruption, lost information or data, computer interruption and the like) or the cost of procurement of substitute goods or services arising from or related to the use of our services.

4.6 Our total liability to you in relation to any event or series of related events, whether it arises from breach of contract, negligence, or otherwise, will not exceed the amount received from you over the proceeding 12 months in aggregate.

4.7 You accept that we have an interest in limiting the personal liability of our officers and employees. Having regard to that interest, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual officers or employees in respect of any losses you suffer in connection with our services. The provisions of this Clause will not limit or exclude the liability of the limited company itself for the acts and omissions of our officers and employees.

4.8 You shall take all necessary precautions to prevent the occurrence of any injury to persons or to property during the performance of work and ensure that you and your personnel neither pose a threat to our safe work environment nor the integrity of our business operations. We shall take all necessary precautions to prevent the occurrence of any injury to persons or to property during the progress of work and ensure that we and our personnel neither pose a threat to your safe work environment nor the integrity of your business operations.

4.9 Except to the extent that any injury or damage is due to our actions, client shall release, defend, hold harmless and indemnify 4 i Lean, our directors, officers, employees, agents, representatives, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities, including without limitation claims for personal or property damage, resulting from or in any way connected any act or omission of your personnel, agents, employees or subcontractors in connection with, but not limited to, all of the representations, warranties or covenants contained in this Agreement. In addition, you shall indemnify, defend and hold us harmless from and against any claims, costs or expenses, including, but not limited to, reasonable attorney’s fees, arising out of or in connection with any employment claims. You shall agree to include this clause in all related subcontracts.

5. Confidentiality and data protection

5.1 All techniques, designs, drawings, processes, inventions, equipment, proposals, specifications, and such information concerning the products, services or equipment disclosed by either party shall be held confidential and shall not be disclosed by either party without prior written consent except as otherwise required for performance of the services.

6. Termination

6.1 This Agreement will come into force upon the earlier of our receipt of your agreement to its terms and our commencing work for you with your consent, and will terminate automatically upon the completion of the services which we have agreed we will provide to you.

7. Governing law and jurisdiction

7.1 Unless and except as these T&C contain provisions to the contrary, the laws of the State of Texas shall govern these Conditions. By accepting the services provided under these conditions, the Client irrevocably agrees to the exclusive jurisdiction of the courts of the said state in and for Williamson County, TX and submits to the personal jurisdiction of said courts.

8. Force Majeure

8.1 Each party shall be excused from performance under the Agreement to the extent that such party is prevented from performing, in whole or in part, by delays caused by an act of God, war, civil disturbance, labor dispute, or other cause beyond its reasonable control. The non-performing party shall promptly give notice of its non-performance to the other party. The non-performing party shall make all commercially reasonable efforts to remove such cause of non-performance. All other obligations not affected by such cause of nonperformance shall be in full force and effect during the period of time that the affected obligation is suspended during the continuance of such cause of non-performance.