Subcontractor Network Terms and Conditions
Last updated: November 15th, 2022
These SUBCONTRACTOR NETWORK TERMS AND CONDITIONS are entered into by and between Risk Alive Analytics Inc. (the “Company”) and the person or entity identified as the subcontractor (“Subcontractor”) on the Company’s purchase order or similar form referencing or otherwise incorporating this Agreement (“Purchase Order”)(collectively, the “Agreement”). Each of the Company and the Subcontractor are referred to herein as a “Party” and collectively as the “Parties”.
1.1 “Business Day” means any day that is not a Saturday, Sunday, or public holiday in the province of Alberta.
1.2 “Client” means the client identified on the Purchase Order.
1.3 “Effective Date” means the date of commencement of the Services.
1.4 “Intellectual Property Rights” means any right or protection existing from time to time in a specific jurisdiction under any patent law, copyright law, moral rights law, trade secret law, database law, trademark law or other similar laws and includes legislation by governmental authorities and judicial decisions under common law or equity, and the right to apply to register such rights.
1.5 “Key Personnel” means the personnel identified as “Key Personnel” on the Purchase Order, if any.
1.6 “Notice of Completion” means Company’s written confirmation, via email, that the Services have been fully completed and that all deliverables have been provided, in final and completed form.
1.7 “Pre-approved Expense Limit” means the pre-approved limit for Expenses identified as the “Pre-approved Expense Limit” in the Purchase Order.
1.8 “Project” means the project identified by a “Project Number” on the Purchase Order.
2. SUBCONTRACTOR ’S SERVICES AND CHANGES
2.1 The Services. The Subcontractor shall perform the services set out in the applicable Purchase Order (the “Services”).
2.2 Changes to the Services. The Company may make changes from time to time to the Services to accommodate the Project requirements (a “Change”) as follows:
(a) Change Order. The Company may submit to Subcontractor a change order in writing via email, detailing the Change being requested, the fees to be paid for the Change, and/or the Change to the schedule (a “Change Order”);
(b) Acceptance. If the Change Order is agreed to by the Subcontractor, the Subcontractor will respond to the Company in writing via email, attaching a copy of the Change Order signed by the Subcontractor, within two (2) Business Days of receipt of the Change Order (or such other timeframe specified by the Company)(an “Accepted Change Order”). On receipt of an Accepted Change Order, the Company will issue an updated Purchase Order.
(c) No Response. If Company does not receive an Accepted Change Order within two (2) Business Days from delivery of the Change Order, the Company may deem the Change Order to be declined by the Subcontractor.
(d) Duty to Proceed. Subcontractor shall perform any Services that are the subject of an Accepted Change Order. In the event the declination by the Subcontractor (actual or deemed) of a Change Order, the Subcontractor shall perform the Services set out in the original Purchase Order unless otherwise agreed to in writing by the Company.
3. INDEPENDENT CONTRACTOR
3.1 Independent contractor. Nothing in the Agreement will constitute or create a joint venture, partnership, or any other similar arrangement between the Company and the Subcontractor or any of their Affiliates. For purposes of delivery of the Services, the Company has engaged the Subcontractor as an independent contractor. Neither Subcontractor nor the Company, or any of their affiliates, will have the authority to make any statements, representations or commitments of any kind, or take any action, which will be binding on the other, without the prior consent of the Party to do so. The Subcontractor shall perform the Services in such manner as the Subcontractor deems appropriate, in its reasonable discretion; provided, however, that the Subcontractor shall perform the Services in accordance with the standards set out in Section 6.1.
4. COMPENSATION AND EXPENSES
4.1 Fees. The sums to be paid by the Company in exchange for the Services will be set out in the applicable Purchase Order (the “Fees“).
4.2 Reimbursable Expenses. Subcontractor shall be responsible for all general overhead and other expenses incurred to provide the Services and operate Subcontractor’s business except as otherwise stated herein. The Company shall reimburse the Subcontractor for reasonable travel and other reasonable out of pocket expenses actually and properly incurred by the Subcontractor in the performance of the Services (“Expenses“), provided such Expenses are less than or equal to the Pre-approved Expense Limit. All Expenses in excess of the Pre-approved Expense Limit must be approved in advance by the Company. For all Expenses, the Subcontractor shall keep proper accounts and furnish statements and receipts to the Company together with the Final Invoice (as defined below) for the Services.
4.3 Final Invoice. Upon completion of the Services, the Subcontractor shall submit a final invoice for the Fees and Expenses via email, in accordance with any billing instructions set out in the Purchase Order (the “Final Invoice”), along with a request for the Company to issue a Notice of Completion.
4.4 Disputed Amount. Company may, on a good faith and reasonable basis, dispute Fees and Expenses invoiced to Company (“Dispute Process”) as described in this Section 4.4. To do so, Company must notify the Subcontractor in writing within fifteen (15) days of the date of receipt of such invoice setting out in reasonable detail the basis for the amounts disputed (“Notice of Dispute”). The Parties will use reasonable efforts to resolve the dispute within thirty (30) days after Subcontractor’s receipt of the Notice of Dispute (“Resolution Period”). The Parties agree that any refusal of payment of the disputed amounts by Company during the Resolution Period (with such period being extended on a coterminous basis for so long as it is reasonably apparent that the Parties are materially engaged in discussions to resolve the dispute and such extension is mutually agreed to by the Parties in writing) will not constitute a breach of this Agreement. Promptly upon written request, each Party will provide the other with copies of supporting documentation reasonably relating to the disputed charges.
4.5 Final Payment. Company will have ten (10) Business Days from Subcontractor’s request for a Notice of Completion to issue Subcontractor: (a) a Notice of Completion, or (b) a list of deficiencies, failing which a Notice of Completion will be deemed to have been issued by Company. In the event Company issues Subcontractor a list of deficiencies under (b), the Parties shall follow the foregoing process until such time as the deficiencies have been rectified and Company issues a Notice of Completion, or a Notice of Completion is deemed to have been issued. The Subcontractor will not be entitled to payment of the Final Invoice until the Company’s issuance (actual or deemed) of a Notice of Completion. Following issuance (actual or deemed) of a Notice of Completion, Company shall pay Subcontractor all undisputed amounts due under the Final Invoice in accordance with the payment terms set out in the Purchase Order.
5. TERM AND TERMINATION
5.1 Term. This Agreement will commence on the Effective Date and will remain in effect until Company’s issuance (actual or deemed) of a Notice of Completion, unless earlier terminated in accordance with this Article 5 (the “Term“).
5.2 Termination by the Company. The Company may terminate this Agreement at any time, for any reason, (i) by providing the Subcontractor with seven (7) days’ written notice stating the effective date of termination, or (ii) immediately on written notice if the Project is cancelled. The Company’s exclusive liability and Subcontractor’s sole remedy for termination by the Company under this Section 5.2 is payment of any Fees or Expenses in accordance with Section 5.4.
5.3 Termination for Breach. Either Party may terminate this Agreement if the other Party is in material breach and has not cured the breach within ten (10) Business Days following written notice specifying the breach. Consent to extend the cure period for breaches other than nonpayment of Fees shall not be unreasonably withheld, so long as the breaching Party has commenced a reasonable cure during the ten (10) day notice period and pursues such cure in good faith. If the breach is not susceptible to cure then the non-breaching Party may terminate the Agreement with immediate effect upon written notice to the other Party.
5.4 Effect of Termination. Termination of this Agreement shall not impact the rights of a Party that have accrued prior to termination. Promptly following termination, the Subcontractor shall issue a Final Invoice for Fees owed by the Company to the Subcontractor under this Agreement for Services performed, and any Expenses incurred in furtherance of the Services, prior to the date of termination. If the Company terminates this Agreement under Section 5.2 or 5.3 and Company has made payments to the Subcontractor in excess of the Fees and Expenses owed to Subcontractor, the Subcontractor shall promptly reimburse to Company all excess amounts.
6.1 Subcontractor’s Performance Standards and Warranties. The Subcontractor acknowledges Company is relying on the Subcontractor’s skill, knowledge and expertise in performing the Services in accordance with this Agreement. The Subcontractor warrants with respect to the Services performed by the Subcontractor that:
(a) neither the Subcontractor nor any of Subcontractor’s personnel will authorize, offer or make payments directly or indirectly to any person or entity that would result in a violation of applicable anti-bribery or anti-corruption laws, and no part of the Fees received by the Subcontractor for performance of the Services will be used for any purpose that could constitute a violation of applicable anti-bribery or anti-corruption laws;
(b) the Subcontractor and all personnel it assigns to perform the Services have and during the Term shall continue to have, the qualifications, knowledge, skills and experience of a specialist and leading Subcontractor in the area of the Services;
(c) the Services shall be performed in a professional, ethical and efficient manner using due care and diligence, in accordance with standards utilized by firms that specialize in performing similar Services;
(d) all Services and parts of the Services required by this Agreement to be performed by the Subcontractor which are required by applicable laws or by the authorities having jurisdiction to be performed by licensed or registered professionals shall be performed by licensed or registered professionals;
(e) Subcontractor shall, at all times during the Term, strictly avoid and promptly advise Company of any perceived, potential or actual conflict of interest with its performance of the Services on behalf of Company hereunder.
(f) the Subcontractor has, or will obtain prior to performing the Services, all required permits, licenses and authorizations necessary to carry on its business and to be obtained by the Subcontractor to perform the Services;
(g) the Subcontractor shall perform the Services in strict compliance with applicable laws, this Agreement and any written policies, procedures or specifications communicated by Company or Client to Subcontractor from time to time; and,
(h) it shall not make any unlawful use of any Confidential Information or intellectual property rights of any third party including any former employer of any present or past employee of the Subcontractor or any of the Subcontractor’s current or former clients or customers in the performance of the Services and in the Work Product (as defined below).
6.2 Re-performance. If Company becomes aware that all or any part of the Services were not performed as expressly warranted in accordance with Section 6.1, then Company may (i) require that Subcontractor (and the Subcontractor shall) promptly re-perform such Services in conformance with the warranties of Section 6.1 at Subcontractor’s sole cost and expense, including but not limited to correcting any errors or omissions in the Work Product; or (ii) perform or engage a third party to perform such Services, and, without limiting any other rights or remedies it may have, set-off any reasonably incurred expenses for such performance against any amounts owing by it hereunder.
7.1 Indemnity by Subcontractor. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SUBCONTRACTOR SHALL FULLY SAVE, INDEMNIFY, AND HOLD HARMLESS THE COMPANY, THE CLIENT AND THEIR AFFILIATES, PARTNERS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND REPRESENTATIVES, (COLLECTIVELY, THE “INDEMNITEES”) FROM ALL LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES ON A FULL INDEMNITY BASIS), WHETHER KNOWN OR UNKNOWN, FORESEEABLE OR NOT FORESEEABLE, (“LOSSES“) SUFFERED OR INCURRED BY ANY ONE OF THE FOREGOING, AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, OR PROCEEDINGS (“CLAIMS“) BROUGHT BY A THIRD PARTY AGAINST ANY OF THE INDEMNITEES ARISING FROM OR RELATED TO (1) INJURY OR DEATH OR DAMAGE TO OR DESTRUCTION OF PROPERTY TO THE EXTENT THAT SUCH LOSSES OR CLAIMS ARE A RESULT OF SUBCONTRACTOR’S ACTS OR OMISSIONS, AND (2) SUBCONTRACTOR ’S: (A) FRAUD, NEGLIGENCE OR WILFUL MISCONDUCT, (B) BREACH OF APPLICABLE LAWS, (C) BREACH OF THIS AGREEMENT, (D) MISAPPROPRIATION OR INFRINGEMENT OF THE COMPANY’S OR ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND (E) FAILURE TO PAY ITS TAXES. THE SUBCONTRACTOR SHALL BE RESPONSIBLE FOR INDEMNIFICATION EVEN IF THE CLAIM IS CAUSED IN PART BY THE COMPANY, PROVIDED THAT THE SUBCONTRACTOR’S LIABILITY WITH RESPECT TO SUCH INDEMNIFICATION SHALL BE LIMITED TO THAT PORTION OF THE CLAIM CAUSED BY THE ACTS OR OMISSIONS OF THE SUBCONTRACTOR OR ANYONE DIRECTLY EMPLOYED OR RETAINED BY THE SUBCONTRACTOR OR SUBCONTRACTOR’S CONTRACTORS.
8.1 Subcontractor’s Policies of Insurance. During the Term, Subcontractor shall take out and maintain, at its own expense, such errors and omissions, commercial and public liability, auto, and Workers’ Compensation Insurance as will adequately protect Subcontractor and its personnel from Claims under applicable workers’ compensation acts and from any other Claims for damages under this Agreement including but not limited to, personal injury, including death, damage to property or professional errors or omissions which may arise or result from the Subcontractor’s performance under this Agreement, whether the performance be by the Subcontractor, its personnel or by any person or entity directed by Subcontractor in the performance of its obligations hereunder.
8.2 No Relief from Liability. Neither the carrying of insurance by the Subcontractor nor the insolvency, bankruptcy, or failure of any insurance company to pay any Claim shall be held to relieve the Subcontractor from any other provisions of this Agreement with respect to liability of the Subcontractor, or otherwise.
9. OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
9.1 Ownership of Work Product. Company shall own all right, title and interest in and to all materials and information of any kind whatsoever developed or obtained by the Subcontractor in the performance of the Services (the “Work Product”) without any further payment or consideration to the Subcontractor. Moreover, the Subcontractor hereby waives all moral rights in and to the Work Product in favor of Company, Client and their respective successors and assigns and for the full term of such rights.
9.2 Subcontractor’s Background IP. The Subcontractor retains all Intellectual Property that Subcontractor owned, created or developed prior to and/or independently of performance of the Services (the “Subcontractor’s Background IP”). Notwithstanding the foregoing, if any of the Subcontractor’s Background IP is incorporated or embedded into the Work Product, then the Subcontractor hereby grants to Company and its affiliates a non-exclusive, irrevocable, worldwide, transferable, royalty-free, fully paid-up and perpetual right and license to use, maintain, practice, make, have made, modify and create derivative works of, reproduce, exploit, sub-license (in whole or in part), sell and distribute such Subcontractor’s Background IP as part of the Work Product, with no obligation to account to the Subcontractor.
10. RESTRICTED USE, NON-DISCLOSURE AND CONFIDENTIALITY
10.1 Confidential Information. For the purposes of this Agreement, “Company Confidential Information” means all non-public information (regardless of format) received, acquired or developed by Subcontractor during the course of, or incidental to, the performance of the Services and which in any way concerns or is related to the property, business, undertakings or affairs of the Company or the Client including without limitation, all Work Product, strategies and plans, methods, techniques, data, calculations, specifications, drawings, plans, designs, reports, know-how or information relating to the Project; and this Agreement.
Company Confidential Information does not include information which is public or becomes public information through no action of Subcontractor or its personnel and information which is received or acquired from another person or entity lawfully in possession of the information and under no obligation to keep the information confidential.
10.2 Subcontractor’s Obligations. The Subcontractor shall at all times:
(a) hold all Company Confidential Information in the strictest confidence and not disclose Company Confidential Information to any other person or entity without Company’s prior written approval;
(b) restrict the disclosure and use of the Company Confidential Information to those of its personnel who have a need-to-know the Company Confidential Information for the performance of the Services;
(c) be responsible for ensuring that its personnel are made aware of and at all times comply with the confidentiality, non-disclosure and restricted use requirements of this Agreement in connection with the Company Confidential Information; and,
(d) not use the Company Confidential Information for any purpose or in any manner, except to carry out the Services.
10.3 Disclosure under Law. In the event the Subcontractor is required by applicable law to disclose any of the Company Confidential Information, the Subcontractor agrees that, prior to disclosing any Company Confidential Information, it will, if not legally prohibited:
(a) promptly notify the Company in writing in order to facilitate the Company seeking a protective order or other appropriate remedy from the proper authority;
(b) cooperate with the Company to lawfully limit and/or obtain any such protective orders or other appropriate remedy; and
(c) permit the Company to review the form and content of any Company Confidential Information that will be disclosed pursuant to such legal requirement.
The Subcontractor further agrees that should the Company not be successful in precluding the requesting legal body from requiring the disclosure of the Company Confidential Information, it will furnish only that portion of the Company Confidential Information that is legally required.
10.4 No rights to Company Confidential Information. The disclosure of Company Confidential Information under this Agreement shall not serve to grant or convey any right or license to Subcontractor to:
(a) use any of the Company intellectual property; or
(b) practice any invention, patents or trade secrets relating to the Company Confidential Information.
Further, nothing in this Agreement shall give the Subcontractor the right to file patent applications on or related to the Company Confidential Information.
10.5 Notice of Unauthorized Disclosure. Subcontractor shall:
(a) promptly notify Company of any unauthorized disclosure, use or possession of any Company Confidential Information of which Subcontractor becomes aware (each a “Violation”); and
(b) with respect to each Violation and at its own expense, cooperate with Company in taking all measures that Company deems necessary to retrieve, preserve and protect the Company Confidential Information, and the commercial and strategic value of that Company Confidential Information.
10.6 Equitable Relief in event of Breach. The Subcontractor acknowledges and agrees that Company may be irreparably injured by a breach of this Article 10 (Restricted Use, Non-disclosure and Confidentiality), and that any such breach cannot be adequately compensated for by damages. Company shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of this Article 10 by the Subcontractor and such remedies shall not be deemed to be exclusive remedies, but shall be in addition to all other remedies available at law or at equity. Company shall not be required to prove insufficiency of damages or to deposit any security or post any bond in connection with any of the above equitable relief, and the Subcontractor hereby waives any requirement for same.
10.7 Return of Company Confidential Information. Upon the expiry or termination of this Agreement, or at the earlier request of the Company, the Subcontractor shall return (or destroy or delete at the Company’s election) all Company Confidential Information, including all copies, records, notes and derivative works of, relating to or incorporating, in whole or in part, the Company Confidential Information and certify in writing to the Company that such Company Confidential Information has been returned, destroyed or deleted.
11. KEY PERSONNEL
11.1 Key Personnel. Subcontractor shall guarantee that the Key Personnel shall be dedicated, devoted and assigned to the Services for the Term and the Subcontractor shall not, without the Company’s consent, make any changes to the Key Personnel. If any Key Personnel leave the Subcontractor’s workforce, or are changed for any reason whatsoever, then the Subcontractor shall promptly replace such Key Personnel with personnel possessing the experience, qualifications and ability necessary for the proper performance of the functions to which assigned and the Company shall have the right to determine if the replacement personnel is suitable to the Company, acting reasonably, and if not suitable, the Subcontractor shall provide further replacement personnel until the Company determines that the replacement person is suitable to the Company. The replacement of any Key Personnel, for any reason whatsoever, shall be at Subcontractor’s sole cost and expense, including all costs for the replacement personnel to become oriented to, familiar with and effective in the performance of the Services.
12.1 Non-Solicitation of Clients. The Subcontractor covenants and agrees that during the Term and for the two (2) year period immediately following the expiration or termination (whether by the Subcontractor or the Company) of this Agreement, the Subcontractor will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any person, firm, corporation or other entity, as employee, contractor, principal, agent, business advisor, shareholder or in any other capacity whatsoever, except with the express written permission of the Company, solicit business (of a type of business carried on by the Company during the Term, or which the Company was preparing during the Term to carry on) from the Client or other clients of the Company with whom the Subcontractor had contact during its engagement with the Company.
12.2 Non-Solicitation of Employees. The Subcontractor covenants and agrees that during the Term and for the two (2) year period immediately following the expiration or termination (whether by the Subcontractor or the Company) of this Agreement, the Subcontractor will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any person, firm, corporation or other entity, as employee, contractor, principal, agent, business advisor, shareholder or in any other capacity whatsoever, except with the express permission of the Company, solicit the employment of employees or independent contractors of the Company or of its affiliates (with whom the Subcontractor had contact during its engagement with the Company), for the purpose or with the effect of causing them to leave or change their employment or engagement with the Company or an affiliate of the Company or to enter into an employment or consulting relationship with any competitor of the Company.
13. GENERAL PROVISIONS
13.1 Third-Party Beneficiaries. The Client is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
13.2 Further Assurances. The Subcontractor shall execute and deliver such further documents and do such further acts and things as may be reasonably required from time to time to carry out the full intent and meaning of this Agreement.
13.3 Governing Law and Jurisdiction. This Agreement is governed by, and will be enforced, construed, and interpreted in accordance with, the laws applicable in Alberta, Canada without regard to conflicts of law doctrine. Any action or proceeding between the Parties will be resolved exclusively by the courts of the Province of Alberta in the city of Calgary. Each Party hereby irrevocably accepts and submits to the exercise of personal jurisdiction over such Party by such courts, agrees that venue will be proper in such courts and irrevocably waives and releases any and all defenses in such courts based on lack of personal jurisdiction, improper venue and forum non-conveniens. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and legal fees on a full indemnity basis.
13.4 Severability. A waiver of any term of this Agreement is effective only if it is in writing and signed by both Parties and is not a waiver of any other term. Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; (ii) the legality, validity or enforceability of the remaining part of that section, if applicable; or (iii) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction.
13.5 Waiver. No failure or delay on the part of either Party in exercising any right, power or remedy under this Agreement, or available to such Party at law or in equity, shall operate as a waiver of such right, power or remedy, nor shall any single or partial exercise of any such right, power or remedy preclude any or further exercise thereof or the exercise of any other right, power or remedy available to such Party.
13.6 Successors and Assigns. Neither Party may assign its rights or delegate its duties under this Agreement without the other Party’s written consent, which shall not be unreasonably delayed, withheld or conditioned. Any attempt to transfer or assignment contrary to this provision shall be null and void. The Parties rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.
13.7 Notice. All notices under this Agreement, to be effective, must be in writing and delivered to the other Party either: (i) by hand; (ii) by overnight receipted courier service; or (iii) by email, to the address identified for such Party on the Purchase Order. Any notice delivered by hand is deemed to be received on the date of actual delivery. Any notice sent by email is deemed to be received: (i) on the day of sending, if sent on a Business Day, and during the business hours of the receiving Party; or (ii) on the next Business Day, if sent on a non-Business Day or outside of regular business hours of the receiving party.
13.8 Entire Agreement and Amendment. This Agreement, including any Purchase Order(s), set forth the entire understanding and agreement of the Parties and supersede any and all oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. No provision of this Agreement may be waived, amended, modified or supplemented, except as expressly agreed in writing by both Parties. In the event of any conflict or inconsistency between the terms of any Purchase Order and the terms of the main body of this Agreement, the terms of the main body of this Agreement shall prevail.
13.9 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
13.10 Survival. Articles 1, 3, 4, 6, 7, 8, 9, 10, 12, and this Article 13 and Section 5.4 of this Agreement, together with any provisions necessary for the interpretation and construction of this Agreement, shall survive and continue notwithstanding any expiry or termination of this Agreement.
13.11 Remedies Cumulative. Except as otherwise expressly provided in this Agreement, the rights and remedies provided or limited by this Agreement are cumulative and the use of any one right or remedy by any Party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the Parties may have by applicable law.
14. AUDIT AND RETENTION OF DOCUMENTS
14.1 Audit. Company, Client or their representative shall have the right at any reasonable time during the Term and for the two (2) year period immediately following the expiration or termination (whether by the Subcontractor or the Company) of this Agreement, to inspect and audit Subcontractor’s accounts, records and information in connection with Subcontractor’s rights and obligations under or in connection with this Agreement, including any compensation required to be made by Company to Subcontractor, any obligations relating to duty and tax payments (for the purpose of recovering overpayments and obtaining relief from governmental authorities for taxes or duties assessed on any goods), and any obligations relating to Subcontractor’s compliance with this Agreement, laws and the Company’s or Client’s policies.