TERMS & CONDITIONSTERMS & CONDITIONS FOR SALES ORDER CONTRACT ACKNOWLEDGEMENT:
This order shall become a contract for the services specified herein:  A. Upon Agent’s request for services and acceptance of these terms & conditions.
  PRICE AND PAYMENT: (a) Payment shall be made in United States currency at a place of collection designated by Sharp TC.  (b)  Payment is due at Close of Escrow.  (c)  All payments are the responsibility of the agent, whether paid through Escrow or direct.  (d)  Any payments not received within 15 days of close of escrow shall be subject to interest at an annual rate of not less than One and One-half Percent (1- ½%) over the prime rate. The acceptance of such interest on any overdue payment hereunder shall not affect any of Sharp TC’s right under the contract. The time and terms of payment hereunder are of the essence of this contract.
CLAIMS AND ALLOWANCES: Claims of any kind or nature, are specifically barred unless made in writing within thirty (30) days after close of escrow.  The limit of liability of Sharp TC shall be the cost of the services performed.  In no event shall Agent be entitled to any other damages or any incidental or consequential damages for services or late delivery or non-delivery. INFORMATION DISCLOSED TO AGENT: (a) Any knowledge or information which Sharp TC shall have disclosed or may hereafter disclose to Agent in connection within the services hereunder shall be deemed to be confidential and proprietary information, and shall not be disclosed at any time or for any reason whatsoever by Agent or its agents or employees to any person, firm, corporation or other entity. (b) No rights in work product, trade names, trademarks, delivered hereunder shall pass to Agent and Agent agrees not to reproduce or simulate or cause or knowingly allow to be reproduced or simulated, either directly or indirectly, such work product, trade names, and trademarks.
TERMINATION: If Sharp TC believes that Agent’s ability to make the payments called for by this contract is or may be impaired, or if Agent fails to make any payment hereunder when due, or if Agent ceases to conduct its operations in the normal course of business (including its inability to meet its obligations as they mature), or if petition in bankruptcy is filed by or against Agent, or if Agent makes an assignment for the benefit of its creditors or otherwise makes application in any form for relief as a debtor or under any statute of the United States or of any State, or if receiver is appointed to take charge of any of the property of Agent, then Sharp TC may immediately terminate this contract and its obligations hereunder without liability of any kind or nature. GENERAL: (a) This contract contains the entire agreement between the parties hereto and supersedes any and all prior oral or written agreements or communications between them relating to the subject matter hereof. No oral representation shall be binding. (b) This contract may not be assigned, modified or cancelled without Sharp TC’s prior written consent, and any attempt to assign, modify or cancel this contract without such consent shall be null and void. (c) Waiver by Sharp TC of the operation of any provision of this contract, or of any breach by Agent, shall not constitute a continuing waiver, and Sharp TC shall always retain the right to insist upon the operation of all provision hereof and to enforce its rights with respect to any subsequent breach. (d) This order and the contract resulting therefrom shall be governed by and construed in accordance with the laws of California without regard to conflict of laws rules. (e) If, by reason of any rule of law or public policy, any covenant or other provision of this contract is now or hereafter invalid, unlawful, or incapable of being enforced, all other conditions and provisions of this contract which can be given effect without the invalid, unlawful or enforceable provision shall nevertheless remain in full force and effect.