Direct Fees. All Direct Fees owed to PPD for Services performed under this Agreement or any Project Addendum shall be invoiced to and paid by Sponsor in the “Contract Currency”, which shall be defined as United States Dollars (“USD”) unless otherwise agreed upon by the parties. In the event PPD provides Services in a region in which the PPD rates are in a currency other than USD, PPD shall specify in the applicable proposal and associated contract the exchange rate or rates (“Exchange Rate”) used to prepare the budget or payment schedule for such Project Addendum. This Exchange Rate will be the one used for the preparation of each invoice for Services and payment by the Sponsor.
Direct Fees. All direct or other professional fees owed to PPD for Services performed under this Agreement or any Project Addendum shall generally be invoiced to and paid by Sponsor in the Contract Currency, which shall be defined as the currency designated in any budget or payment schedule set forth in a Project Addendum. However, any Services performed outside the United States shall be invoiced to and paid by Sponsor in the local currency where such Services are performed with any Services contracted through PPD Global Limited being invoiced to and paid by Sponsor in British pounds or Euro. In special circumstances, PPD may invoice Sponsor in United States dollars for Services performed outside the United States. In such cases, PPD shall specify in each Project Addendum the estimated exchange rate (“Exchange Rate”) used to prepare the budget or payment. At the conclusion of each calendar year, PPD shall reconcile the amount of the invoices billed to Sponsor that year with the amount of the invoices as converted using the actual spot rate (“Spot Rate”), as identified in the Wall Street Journal, on the date of each invoice. In the event the reconciliation demonstrates that the difference in such amounts deviates from the original amount in the budget or payment schedule by five percent (5%) or more and such deviation is greater than $50,000 United States dollars (as calculated on the date of such reconciliation), such difference shall be invoiced or credited, as the case may be, to Sponsor. Invoices shall detail the Exchange Rate and Spot Rate used to determine such amount due or owed. Reconciliations shall be conducted on a calendar year basis, and shall not be cumulative.
Direct Fees. All Direct Fees owed to PPD for Services performed under this Agreement or any Project Addendum shall be invoiced to and paid by Sponsor in the “Contract Currency”, which shall be defined as the currency, or currencies, designated in any budget or payment schedule set forth in a Project Addendum. The parties agree that where possible, PPD will provide its budget for each Project Addendum in US Dollars (“USD”) globally with the exception of Services performed in Europe, Middle East and Africa (the “EMEA Region”), which will be in Euros. In the event Sponsor desires to be invoiced in any currency other than Euros for Services performed in the EMEA Region, and other than USD for Services performed in all other regions, the parties shall specify in the Project Addendum the exchange rate or rates (“Contracted Exchange Rate”) to be used for the Project Addendum. The Contracted Exchange Rate will be used for the preparation of each invoice for Services and payment by Sponsor. The “Spot Rate” for purposes of reconciliation, shall mean the actual spot rate in the Wall Street Journal for the date on which the invoice is raised. At the conclusion of each calendar year, a reconciliation shall be undertaken by PPD. PPD shall compare the total value of the invoices billed to Sponsor at the Contracted Exchange Rate to the value of the same invoices when converted using the Spot Rates. In the event the comparison demonstrates that the total difference in such amounts is five percent (5%) or more of the annual invoice value or is greater than USD $50,000 (or the contracted currency equivalent when measured against the current spot rate), such difference shall be invoiced or credited, as the case may be, to Sponsor. The reconciliation invoice or credit note will be issued by PPD in Contract Currency. The process of reconciliation is not cumulative, but shall be conducted on a calendar year basis and completed by the end of March in the subsequent year. Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. PPD PROPRIETARY AND CONFIDENTIAL
Direct Fees. All Direct Fees owed to PPD for Services performed under this Agreement or any Project Addendum shall generally be invoiced to and paid by Sponsor in the “Contract Currency”, which shall be defined as the currency, or currencies, designated in any budget or payment schedule set forth in a Project Addendum. However, any Services performed outside the United States shall be invoiced to and paid by Sponsor in the local currency where such Services are performed with any Services performed in Europe being invoiced to and paid by Sponsor in British pounds or Euros.
Direct Fees. Customer agrees to pay all Transaction fees. Unless otherwise specified in a Transaction, all fees and other amounts are payable in United States Dollars. Except as specifically set forth in this Agreement, all payment obligations under a Transaction are non-cancelable and all payments made are non-refundable. The fees exclude any applicable taxes. Accordingly, Customer shall pay applicable taxes and similar charges, including sales, usage, excise, and value added taxes. Nothing in this Agreement requires either Party to pay income taxes or similar charges of the other Party. If applicable law requires Customer to withhold any amount from Customer's payment, Customer will provide Redis with copies of documents related to Customer's withholding, fully cooperate with Redis in seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents. Overdue payments shall be subject to a late charge of 1.5% per month. Fees for Commercial Subscriptions of the Cloud Services do not include fees related to usage-based infrastructure, or variable network costs. Nothing in the Agreement will require Redis to pay any fees for the use of a third-party payment processing system selected by Customer, and Redis will include any related fees for such system selected by Customer on applicable invoices. Any optional pricing must be explicitly stated in the Transaction.
Direct Fees. All Direct Fees owed to [ * * * ] for Services performed under this Agreement or any Project Addendum shall generally be invoiced to and paid by Sponsor in the “Contract Currency”, which shall be defined as the currency or currencies designated in any budget or payment schedule set forth in a Project Addendum. However, any Services performed outside the United States shall be invoiced to and paid by Sponsor in the local currency where such Services are performed with any Services performed in Europe being invoiced to and paid by Sponsor in British pounds or Euros.
Direct Fees. All Direct Fees owed to CRO for Services performed under this Agreement or any Schedule shall generally be invoiced to and paid by Portola in $ USD for Services performed in the North America (NA), Latin America (LA) and Asia-Pacific (APAC) regions and invoiced to and paid by Portola in € Euros for Services performed in Europe, the Middle East and Africa (EMEA); the “Regional Contract Currency/Currencies”. Should Portola wish to be invoiced in $ USD for Services performed in EMEA, CRO shall specify in the proposal and the contract the estimated exchange rate (“Exchange Rate”) used to prepare the budget or payment schedule for such Project Addendum. This Exchange Rate will be the one used for the preparation of each invoice for Services and payment by Portola. The “Spot Rate” for purposes of reconciliation, shall mean the actual spot rate in the Wall Street Journal at the close of the day before the date on which the invoice is raised. At the conclusion of each calendar year, a reconciliation shall be undertaken. If requested by Portola, CRO shall compare the USD total of the invoices billed to Portola that year at the Exchange Rate with the USD total of those same invoices when converted using the Spot Rate. In the event the comparison demonstrates that the difference in such amounts is [*] or more or is greater than USD $[*] such difference shall be [*] with the difference invoiced or credited, as the case may be, to Portola (an example of which follows below). The reconciliation invoice or credit note will be issued by CRO in $ USD. The process of reconciliation is not cumulative but shall be conducted on a calendar year basis and completed by the end of March in the subsequent year.
