Agmt19 CherryRoad Technologies, Inc.

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(5%) over the prior year's rates. The Licensed Program and Services supplied by CORE shall be billable in accordance with Attachment B unless otherwise specified in an amendment to this Agreement. 4.3. Interest. CORE shall have the right to charge Customer a monthly interest fee of 1.5% (18% annually) for all undisputed invoices which are over sixty (60) days past due. 4.4. Taxes. The fees and charges specified in this agreement are exclusive of any federal, state, or local excise, sales, use, and similartaxes assessed or imposed with respect tothe service and support provided hereunder. Customer shall pay any such amounts upon request of CORE accompanied by evidence of imposition of such taxes or provide evidence of tax exemption status acceptable to the taxing authority. 5. INDEPENDENT CONTRACTOR The parties agree that CORE is an independent contractorand will in noway be consideredto bean agent, partner, or employee of, or joint venture with, the Customer. Neither CORE nor its employees, agents, affiliates, or subcontractors will be entitledto any benefits, coverage, or other privileges made available to the Customer's employees. 6. SUBCONTRACTING CORE will not subcontract any portion of the Services without prior written approval of Customer. If CORE subcontracts any of the Services, CORE will be fully responsible to Customerforthe acts and omissions of CORE's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as CORE is for the acts and omissions of persons directly employed by CORE. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of COREand Customer. 7. INSURANCE 7.1. CORE shall procure and maintain infullforce and effect cluringthe term of this Agreement the following insurance coverage: Workers' Compensation and Employers Liability Insurance: Statutory coverage as required by federal, state, and county laws and regulations. Comprehensive General Liability Insurance: Liability limits of not less than One Million Dollars ($1,000,000.00) per occurrence for claims arising out of bodily injuries or death, and property damages, subject to a minimum limit of Three Million Dollars ($3,000,000.00) aggregate. Such insurance shall include contractual liability insurance. Comprehensive Business Automobile Liability Insurance: Liability limits of not less than One Million Dollars ($1,000,000.00) per occurrence for all claims arisingout of bodily injuries ordeath and property damages. The insurance shall apply to any owned, non -owned, leased, or hired automobiles used in the performance of this Agreement. Professional Liability, Errors, and Omissions Insurance: Liability limit of not less than Three Million Dollars ($3,000,000.0, including coverage for professional malpractice. 7.2. Prior to commencing work on the project, CORE shall provide the Customer with certificates of insurance evidenci ngthe coverages described above namingthe Customer as an additional insured. EXHIBIT CORE BTi PAY ME NTAG RE EMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 149 of 172 H-3