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4.0 <br /> <br />Payment <br /> <br />Invoices will be submitted monthly and are payable within 30 days of receipt. A late <br />charge of 1.0% per month will accrue on any amounts not paid within 30 days. <br /> <br />5.0 <br /> <br />Subcontracting <br /> <br />With permission of Client, Consultant may subcontract or assign portions of the services. <br />Services performed by subcontractors will be billed to Client by Consultant at actual cost, <br />plus 6 (six) percent. The costs of subcontracting shall be included within the maximum <br />estimated fees and costs for Consultant' services. <br /> <br />6.0 <br /> <br />Independent Contractor Status <br /> <br />Nothing in the Agreement shall construe Consultant or any of its employees or agents to <br />be Client employees, agents, or representatives. Consultant shall be an independent <br />contractor and shall have responsibility for and control over the details and means for <br />performing the work described herein. Consultant shall be subject to the directions of <br />Client only with respect to the scope of the work and the general results required. <br /> <br />7.0 <br /> <br />8.0 <br /> <br />Termination <br /> <br />In the absence of written notice, this Agreement will be terminated at the Client's option <br />upon completion of the Work. This Agreement may be terminated at any time by Client <br />upon written notice to the Consultant. In the event of such termination by Client, Client <br />shall pay to Consultant the following: <br /> <br />7.1 All costs of Work performed to the date of termination; <br /> <br />7.2 <br /> <br />All other direct costs ordered for purposes of the Work whose preparation and <br />delivery cannot be halted; <br /> <br />7.3 <br /> <br />All items in 7.1 and 7.2 above incurred by any of Consultant' subcontractors that <br />have been approved according to the provisions of Section 5.0. <br /> <br />Right of Inspection and Audit <br /> <br />Client or its agents shall at all times during the course of the work have reasonable access <br />to inspect and to audit all pertinent Consultant records and accounts. Consultant will <br />retain all books, records, documents and other materials relevant to this Agreement for <br />not less than three years after completion of the work and Client or its agent shall have <br />full access and the right to inspect and examine any of the said materials during normal <br />work hours. <br /> <br />Page 2 of 4 <br /> <br /> <br />