Terms and Conditions

This Agreement (this “Agreement”) is made and entered into as of the Effective Date below between the undersigned (hereinafter referred to as “Customer”), and The Catalyst Group, Inc. a Pennsylvania corporation (hereinafter referred to as “Consultant”, together with Customer, the “Parties”)

Scope of Services.

Consultant will provide or produce, under the terms of this Agreement, the services, materials and other deliverables for a particular project (each, a “Project”) agreed upon by the Parties (collectively, “Services”) and described in the associated Statement of Work or Proposal (each, a “Statement of Work” or “Proposal”) signed by the parties and attached as an exhibit hereto. Each Proposal or Statement of Work will include a complete description of the Services to be performed for the Project, the schedule for completion of each deliverable, and any additional terms the Parties agree to include. All Statements of Work are hereby incorporated into, and form a part of, this Agreement. If there is any uncertainty as to which of conflicting terms contained in a Statement of Work and in the main body of the Agreement control, the terms of the Agreement will control.

PERFORMANCE OF SERVICES

Project Management. In each Statement of Work, each Party will designate a manager (the “Customer Representative” or “Consultant Representative”, as applicable) to serve as the primary point of contact between them for the associated Project. The Consultant Representative will coordinate Consultant’s performance of all Services for the Project with the Customer Representative. Qualified Personnel. Consultant’s personnel assigned to performance of Services will be qualified and capable of performing all tasks assigned to them. Consultant will cause such personnel to devote sufficient time thereto as is necessary for the timely completion thereof. If any Consultant personnel performing Services proves unacceptable, Customer, with reasonable cause shown, will notify Consultant, and Consultant will take prudent and reasonable appropriate corrective action. Consultant will use commercially reasonable efforts to ensure the continuity of Consultant’s personnel assigned to perform Services for each Project. Customer Resources. Customer will provide working space, resources and materials to Consultant’s personnel for the performance of Services to the extent specified in a Statement of Work, as necessary for completion of the associated Project, or otherwise as the Parties mutually agree. Change Requests. Change requests with respect to any Project may be initiated by the Customer or Consultant. Change requests shall be documented in a clear and concise manner on a form to be agreed upon between the parties. No work will be performed pursuant to the change request until it has been approved in writing by both parties. Should there be a conflict between this Agreement and any Statement of Work, the change request shall govern. Independent Contractor Status. Consultant acknowledges and agrees that it is an independent contractor. Consultant assumes sole and full responsibility for the acts of its personnel, and neither Consultant nor any of its personnel will have any authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate Customer in any manner whatsoever. Consultant shall be responsible for the compensation of its personnel assigned to perform Services hereunder, and payment of worker’s compensation, disability and other similar benefits, unemployment and other similar insurance and for withholding income and other taxes and social security.

OWNERSHIP OF DELIVERABLES

Ownership of Work Product. (a) Consultant acknowledges that Customer will have exclusive, unlimited ownership rights to all works created and all materials, information and/or deliverables prepared for Customer or developed in connection with the Services performed hereunder, both as individual items and/or a combination of components and whether or not the Project is completed, including, without limitation, any Disclosed Subject (collectively, ‘Work Product’). All of the foregoing Work Product will be deemed to be work made for hire and made in the course of services rendered and will belong exclusively to Customer, with Customer having the sole right to obtain, hold and renew, in its own name and/or for its own benefit, patents, copyrights, registrations and/or other rights of protection. Customer acknowledges that Consultant possesses certain knowledge, data, methods, skills, techniques, information, resources, ideas and concepts, in both documentary and non-documentary form, for the benefit of other clients and customers of Consultant, which may be utilized in the performance of this Agreement and in providing the Services to Customer (hereinafter referred to as “Know-How”). Notwithstanding any term of this Agreement to the contrary, Consultant hereby retains the right to use all Know-How, whether now existing or hereafter obtained, and hereby grants to Customer a non-exclusive license to use such Know-How. In exercising its right to continued use of all Know-How, Consultant agrees to not disclose any Customer Confidential Information.

The information disclosed in the Project and the terms of this Agreement will be retained by Customer for the sole and confidential use of Customer and its 51 percent or greater owned affiliates. No part of the Project may be republished or made public in any form expect loaning the data on a confidential basis to third parties for temporary and specific use for the sole benefit of Customer. It is the responsibility of Customer to notify the Consultant of 51 percent or greater owned affiliates requiring access to the Project. Breach of this covenant of use shall entitle the Consultant to terminate this Agreement immediately with no obligation to return any portion of the fees or rates paid.

FEES AND TERMS OF PAYMENT

Customer will pay Consultant at the hourly or other periodic rate(s) and/or the fixed fee per Project specified in the Proposal or Statement of Work and made a part hereof. The hourly or expense-reimbursement rate or fees payable for Services performed in excess of eight (8) hours in any one day or on Saturdays, Sundays or holidays will not differ from the regular rates and fees unless specifically provided in the applicable Proposal or Statement of Work. Expenses. Customer will also reimburse Consultant for (i) reimbursable costs and expenses specifically identified in a Statement of Work, (ii) out-of-pocket costs and expenses (i.e., transportation, ravel time, hotels, meals and telephone) reasonably and necessarily incurred in connection with any travel undertaken at Customer’s request, in accordance with the Consultant’s travel policies and (iii) any other out-of-pocket costs and expenses to which Customer has given its prior written consent. Customer will make payment of reimbursable costs and expenses directly to Consultant within 30 days after receipt of invoice. Taxes. Customer will pay all taxes levied against or upon Services, except for taxes based on Consultant’s income and employment-related or payroll taxes, including but not limited to FICA and FUTA, applicable state employment related taxes or other employment related expenses, which will be paid by Consultant. Customer will pay directly any tax for which it is responsible or will reimburse Consultant therefore upon receipt of proof of payment. Unless prepayment or other payment terms are specified in the Proposal or Statement of Work, Consultant will invoice Customer (i) monthly in arrears for Services performed on an hourly basis and reimbursable expenses, and/or (ii) following the transfer of deliverables to the Client provided on a fixed-price basis. Acceptance of deliverables shall not be unreasonably withheld or delayed and in any event acceptance shall be deemed given within 30 days after the delivery date in the absence of written notice from Customer. All invoices, except for amounts which Customer has delivered to Consultant a detailed notice of dispute, will be payable within thirty (30) days of invoice date. Any disputed amounts will not affect payment of non-disputed fees and expenses. Any past due amounts will bear interest until paid at a rate of 1.5% per month.

DEMOBILIZATION EXPENSES

In the event of early termination of this Agreement by Customer without cause, Consultant shall discontinue its services and shall proceed to cancel promptly all existing orders, contracts and subcontractors insofar as such orders, contracts or subcontracts are chargeable to the Customer under this Agreement, but, in such event the Consultant shall be entitled to payment for its reasonable and necessary time and expenses incurred in demobilizing its own personnel and incurred by the Consultant in cancelling such orders, contracts and subcontracts. In addition to payment for services and expenses to the date of Termination.

DISCLAIMER OF WARRANTIES

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONSULTANT MAKES, AND HAS MADE, NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE INCLUDING ACCURACY OF DATA, CONCERNING OR WITH RESPECT TO THIS AGREEMENT OR CONSULTANT’S PERFORMANCE HEREUNDER.

LIMITATION OF LIABILITY

CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES, CLAIMS OR DAMAGES IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIMITED TO A REFUND OF THE FEE PAID FOR THE PARTICULAR PROJECT OUT OF WHICH THE CLAIM ARISES. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. EVEN IN THE EVENT THAT IT IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR, OR RESULT, CUSTOMER ACKNOWLEDGES THAT CONSULTANT HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

ENTIRE AGREEMENT:

The signed Proposal with its attachments and these Terms and Conditions constitute the Agreement between the Client and TCG This Agreement contains the entire agreement between the parties hereto relating to rights granted and obligations assumed. No representations or modifications concerning this Agreement shall be of any force or effect unless contained in a subsequent written modification and signed by both parties hereto.

SEVERABILITY:

The parties hereto agree that the provisions of this Agreement shall be declared invalid by the judgment of a decree of any appropriate legal authority because of conflict with any federal or state law, such invalidity shall not affect any of the remaining provisions of this Agreement and both parties agree to take such action as may be necessary to purge any illegality.

ARBITRATION

If any disagreement shall arise between the Parties in respect to any matter, cause or thing whatsoever, arising out of the performance of this Agreement, the same shall be decided and determined by arbitration. Arbitration shall be invoked upon written notice by either Party to the other containing the name of the arbitrator selected by the invoking Party. Within five (5) business days of receipt of such notice, the other Party shall name its arbitrator by forwarding a written notice containing such name to the invoking Party. Within ten (10) days thereafter, the arbitrators shall meet and shall select the name of an objective party to serve as the third arbitrator under the terms of this Agreement. The Parties shall submit the issues to the arbitrators for resolution at a meeting called by the arbitrators at their earliest convenience. The decision of the arbitrators shall be final, binding and conclusive upon the Parties as a common law arbitration and shall be specifically enforceable or confirmable in the Court of Common Pleas. Failure of either Party to appoint an arbitrator within ten (10) business days after receipt of written notice invoking this clause shall authorize the invoking Party to make an appointment for the other Party. All costs of the arbitrators and arbitration shall be shared equally by the Parties. However, either Party shall be responsible for their own legal expenses and costs (including the cost of any experts) incurred.

GOVERNING LAW AND INTEPRETATION

This Agreement will be construed and enforced under the substantive laws of the Commonwealth of Pennsylvania, disregarding any conflicts of law provision that may require the application of the law of another jurisdiction.

©2025 The Catalyst Group and The Catalyst Group Resources, The Catalyst Group logo and The Catalyst Group Resources logo, and other product or service names used herein are trademarks of The Catalyst Group and The Catalyst Group Resources, unless indicated otherwise.

Although the information and recommendations made in these webpages (hereinafter “Information”) are presented in good faith and believed to be correct, The Catalyst Group and The Catalyst Group Resources make no representations or warranties as to the completeness or accuracy of Information. This Information may not be distributed, displayed, copied or altered without The Catalyst Group and The Catalyst Group Resources’ prior authorization. You may not copy this Information to or reproduce it in whole or in part on a website. Information is supplied upon the condition that the persons receiving the same will make their own determination as to its suitability for their intended use and can be used safely and legally. In no event will The Catalyst Group and The Catalyst Group Resources be responsible for damages of any nature whatsoever resulting from the use of or reliance upon Information or the product to which Information refers. Nothing contained herein is to be construed as a recommendation to use any product, process, equipment or formulation in conflict with any patent, and The Catalyst Group and The Catalyst Group Resources make no representation or warranty, express or implied, that the use thereof will not infringe any patent. No representations or warranties, either express or implied, of merchantability, fitness for a particular purpose or of any other nature are made hereunder with respect to information or the product to which Information refers. The statements in this website relating to matters that are not historical facts are forward looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties.