SERVICE PROVIDER EXPENSE POLICY

Service Provider Expense Policy

THIS SERVICE PROVIDER EXPENSE POLICY ("EXPENSE POLICY") IS AGREED BETWEEN EDGE FIBERNET, INC., OR ITS AFFILIATE, WHICHEVER IS THE BUYER OF SERVICES ("BUYER"), AND THE ENTITY FROM WHICH BUYER IS PURCHASING ("PROVIDER") ONE (1) OR MORE PROFESSIONAL SERVICES ("SERVICES") TO BE PERFORMED FOR THE BENEFIT OF BUYER OR A BUYER CUSTOMER ("CUSTOMER") UNDER BOTH AN "AGREEMENT" (MEANING EITHER A WRITTEN AGREEMENT BETWEEN BUYER AND PROVIDER OR THE WRITTEN GOVERNING TERMS AND CONDITIONS) AND ANY ASSOCIATED "TRANSACTION DOCUMENT" (MEANING A PURCHASE ORDER OR STATEMENT OF WORK), WHICH TOGETHER EXCLUSIVELY GOVERN SUCH SERVICES EFFECTIVE ON THE EARLIER OF THE DATE WHEN SUCH TRANSACTION DOCUMENT IS "EXECUTED" (MEANING, WITH RESPECT TO A PURCHASE ORDER, THE DATE ON WHICH SUCH PURCHASE ORDER IS ACCEPTED BY PROVIDER, AND WITH RESPECT TO A STATEMENT OF WORK, THE DATE THAT IS IDENTIFIED AS THE EFFECTIVE DATE OF SUCH STATEMENT OF WORK, OR IN THE ABSENCE OF SUCH IDENTIFIED EFFECTIVE DATE, WHEN THE STATEMENT OF WORK IS COUNTERSIGNED) AND THE DATE WHEN PROVIDER INITIATES PERFORMANCE UNDER A TRANSACTION DOCUMENT ("POLICY EFFECTIVE DATE"). THIS EXPENSE POLICY IS INCORPORATED BY THIS REFERENCE INTO THE AGREEMENT AND ANY TRANSACTION DOCUMENT EXECUTED AFTER THE DATE WHEN THIS EXPENSE POLICY IS POSTED ON THIS WEBSITE. FROM TIME TO TIME, BUYER MAY AMEND THIS EXPENSE POLICY IN ITS SOLE DISCRETION, POSTING THE AMENDED EXPENSE POLICY ON THIS WEBSITE WITHOUT PRIOR NOTICE, AND ANY SUCH AMENDMENTS OF THE EXPENSE POLICY SHALL BE INCORPORATED INTO THE AGREEMENT AND SHALL BE BINDING ON THE PARTIES TO THE AGREEMENT; PROVIDED THAT THE VERSION OF THIS EXPENSE POLICY THAT APPEARS ON THIS WEBSITE AT THE TIME A TRANSACTION DOCUMENT IS EXECUTED SHALL BE BINDING WITH RESPECT TO THE SERVICES PERFORMED UNDER SUCH TRANSACTION DOCUMENT.

IN THE EVENT OF A CONFLICT BETWEEN THIS EXPENSE POLICY AND THE AGREEMENT, THIS EXPENSE POLICY SHALL PREVAIL. IN THE EVENT OF A CONFLICT BETWEEN THE TRANSACTION DOCUMENT AND THIS EXPENSE POLICY, THIS EXPENSE POLICY SHALL PREVAIL; PROVIDED THAT CONFLICTING TERMS AND CONDITIONS IN A STATEMENT OF WORK THAT EXPRESSLY STATE THAT THEY SUPERSEDE CERTAIN SPECIFIED PROVISIONS OF THIS EXPENSE POLICY SHALL PREVAIL WITH RESPECT TO THE SERVICES UNDER ONLY THAT CERTAIN STATEMENT OF WORK.

AS USED HEREIN, "PARTY" MEANS BUYER OR PROVIDER INDIVIDUALLY, AND "PARTIES" MEANS BUYER AND PROVIDER COLLECTIVELY. "AFFILIATE" MEANS AN ENTITY THAT OWNS, IS OWNED BY, OR IS UNDER COMMON OWNERSHIP WITH, A PARTY. "PURCHASE ORDER" OR "PO" MEANS A WRITTEN ORDER FOR SERVICES SUBMITTED BY BUYER TO PROVIDER EITHER IN HARD COPY OR ELECTRONIC FORM IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. "STATEMENT OF WORK" MEANS A WRITTEN AND EXECUTED CONTRACT THAT IS BETWEEN BUYER OR BUYER'S AFFILIATE AND PROVIDER, AND THAT SPECIFIES THE TERMS AND CONDITIONS UNDER WHICH PROVIDER WILL PROVIDE SERVICES AND WORK PRODUCT TO BUYER FOR THE BENEFIT OF A CUSTOMER.

PROVIDER SHALL ENSURE THAT PROVIDER PERSONNEL HAVE READ AND UNDERSTOOD THE CONTENTS OF, AND SHALL WARRANT PROVIDER PERSONNEL'S CONTINUOUS COMPLIANCE WITH, THIS EXPENSE POLICY.

REIMBURSEMENT PROCEDURES

Approval of Expenses. All "Expenses" (meaning Provider's reasonable, direct costs arising from the performance of the Services, including without limitation airfare, automobile mileage or standard car rental and fuel, parking, tolls, printing/photocopies, etc., incurred in accordance with this Expense Policy) must be approved in writing by Buyer in advance of Provider incurring such expenses.

Invoices. Provider shall issue to Buyer an invoice twice per month for Expenses, and each invoice shall be accompanied by all expense reports, receipts, and other documentation necessary to substantiate the Expenses identified and detailed on such invoice.

Waiver of Non-Invoiced Expenses. Invoices for Expenses must be submitted by Provider within six (6) months of the Expenses being incurred, or the cost of such Expenses shall be borne solely by Provider, and Provider's right to seek reimbursement shall be waived.

REIMBURSABLE EXPENSES

Out-of-State Personnel. All "Personnel" (meaning a Party's and its agents' and subcontractors' owners, directors, officers, and employees) assigned by Provider to perform Services under this Agreement shall reside in the state where the Services are to be performed unless Buyer has reviewed the applicable resumes and agreed in writing in advance to the use of out-of-state Personnel. Any travel-related Expenses associated with use of out-of-state Personnel shall be borne solely by Provider, except as otherwise agreed by Buyer in writing in advance.

Airfare. If air travel is required, Buyer will reimburse Provider for coach or economy airfare Expenses, provided that Buyer has authorized the airfare in writing in advance. Provider shall submit the airline tickets and all receipts to Buyer when seeking reimbursement for such Expenses.

Ground Transportation. Buyer will reimburse Provider for round trip ground transportation from Provider's principal place of business or, for out-of-state Personnel, from the airport to the applicable "Project Site" (meaning the location where Services are to be performed or to which travel is necessary in order to perform Services); provided that Buyer has authorized such ground transportation in writing and in advance and that Provider submits, if applicable, car rental vouchers or receipts. Reimbursement shall be provided as follows: (a) for use of a personal automobile belonging to Provider Personnel from Provider's principal place of business to the Project Site, at the current mileage reimbursement rate set by the Internal Revenue Service; provided that Buyer will not reimburse Provider Personnel for local travel to any Project Site; (b) for reasonable car rental charges actually incurred for travel from the airport to the Project Site and as otherwise necessary during the provision of the Services; and (c) for use of public transportation, such as bus or rapid transit, or for reasonable taxi transport to a Project Site.

Incidental Transportation Expenses. Buyer will reimburse Provider for incidental transportation Expenses, such as parking fees and tolls incurred when Personnel travel to and from Project Sites.

Lodging and Meals. Buyer will reimburse Provider for reasonable lodging and meal Expenses incurred when Provider Personnel are located at a Project Site, performing Services that require an overnight or longer period of temporary residence; provided that such Expenses are authorized by Buyer in writing in advance. Provider shall not be entitled to reimbursement for meals purchased for persons other than Provider Personnel performing the Services. Unless otherwise authorized by Buyer, meals shall not exceed IRS recommended per diemguidelines.

Telephone. Buyer will reimburse Provider for actual Expenses incurred for long distance and toll telephone calls placed by Provider for the purpose of, and while performing, the Services.

Delivery. Buyer will reimburse Provider for messenger services, overnight delivery, and other express mail type services when such services are specifically requested by Buyer or are reasonably necessary to Provider's performance of Services.

Limit on Expenses. In no event shall the total reimbursable Expenses exceed ten percent (10%) of the total amount paid by Buyer under a Transaction Document ("Expense Cap"), and Buyer shall not reimburse Provider for, and Provider shall not seek reimbursement for, any amount of Expenses in excess of the Expense Cap.

NON-REIMBURSABLE EXPENSES

Travel Time. Buyer shall not reimburse Provider for, and Provider shall not seek reimbursement for, the time Provider Personnel spend traveling to and/or from any Project Site(s).

Overhead, Salaries/Wages and Benefits. Buyer shall not reimburse Provider for, and Provider shall not seek reimbursement for, fixed overhead, salaries, wages, or employee benefit costs associated with Provider Personnel.

Entertainment. Buyer will not reimburse Provider for entertainment expenses, the determination of which will be made in Buyer's sole discretion.

COPYRIGHT ^© 2017 BY EDGE FIBERNET, INC. THIS WEBSITE CONTAINS THE PROPRIETARY INFORMATION OF EDGE FIBERNET, INC. IT IS PROTECTED BY STATE AND FEDERAL COPYRIGHT AND OTHER LAWS. EDGE FIBERNET, INC., EXPRESSLY RESERVES ALL RIGHTS TO DISCLOSE REPRODUCE OR UTILIZE ITS CONTENT IN ANY MANNER, EXCEPT AS OTHERWISE AGREED IN WRITING BY EDGE FIBERNET, INC. Posted 03/18/2018