EXHIBIT A

TERMS AND CONDITIONS

GOODS AND SERVICES

Definitions. “Services” means all the services and associated deliverables ordered pursuant to the Purchase Order. “Goods” means those articles, materials, and other tangible property ordered pursuant to the Purchase Order.

Complete Agreement and Order of Precedence. The Master Agreement including these Terms and Conditions, Purchase Order, and any schedules, exhibits, amendments, supplements, change orders or other documents referenced in the Purchase Order constitute the complete agreement between Buyer and Supplier (“Agreement”) and supersede all prior negotiations, representations or agreements, whether oral or written, related to the subject matter of the Agreement. In the event of any conflict between the terms of any documents constituting the Agreement, the following order of precedence will apply: (a) the Purchase Order (excluding all pre-printed terms and conditions printed on the back of the Purchase Order); (b) the Master Agreement including these Terms and Conditions; (d) all other documents incorporated into the Agreement by reference, with documents of more recent date (but NOT any acknowledgment of the Purchase Order) taking precedence over prior documents. No Supplier terms and conditions, whether pre-printed or otherwise, shall apply to or be a part of the Agreement, unless expressly incorporated by reference.

Price and Payment. The price stated in the Agreement is the total purchase price to be paid by Buyer for the Services and Goods. Unless otherwise expressly stated, the price stated in the Agreement includes all taxes, duties, interest, transportation service, and charges of every kind. Without limiting the foregoing, Supplier shall be exclusively liable for payment to the appropriate governmental authority of all payroll and other employees' contributions and taxes required for Supplier's performance of the Services and/or delivery of Goods and that of its employees, including, but not limited to, taxes imposed under the provisions of any unemployment insurance, Social Security or pension plan.

All invoices shall contain the number of the Purchase Order and, when requested by the Contract Administrator, copies of supporting documentation and proof of expenditures. All expenses must comply with the expense guidelines referred to in the Agreement, if any. Invoices shall be sent via electronic mail to . INVOICES THAT DO NOT CONTAIN THE REQUIRED INFORMATION, OR ARE NOT ADDRESSED TO THE PROPER LOCATION MAY RESULT IN PAYMENT DELAY. Payment(s) shall be made by Buyer in accordance with the Purchase Order or, if nothing is indicated on the Purchase Order, within forty-five (45) days of the later of receipt and approval of a proper invoice or Buyer’s acceptance of the Services or Goods invoiced. Without limiting any other rights or remedies Buyer may have, Buyer may set off any loss, damage, liability or claim that Buyer may have against Supplier against any performance or payment due to Supplier under this Agreement. [EMAIL]