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3. COMPENSATION <br />a. Licensee agrees to pay, and Licensor agrees to accept as total payment for its services, <br />the amounts specifically identified in the above referenced Department Exhibits in section 2. <br />b. All freight, transfers, insurance, duties, or other transportation and shipment expenses <br />shall be borne by Licensee F.O.B manufacturer's point of shipment, as shall all taxes and <br />government impositions, including sales or use taxes. <br />c. Upon Software delivery and successful installation, Licensor shall bill Licensee for the <br />Software, services, and maintenance specified in each Department Exhibit, separately. Each <br />invoice or correspondence related to each Department Exhibit shall be directed to the designated <br />contact specified in that Exhibit. <br />d. Payment terms are Net 45 days from receipt of qualified billable invoices. <br />4. TERM. <br />The term of the Maintenance portion of this Agreement (LSAP) is one year from the LSAP <br />Anniversary Date specified in section 2.b. and renews each year automatically unless terminated in <br />accordance with Section 6 below. Licensor shall invoice each Licensee Department Contact for <br />LSAP maintenance renewals prior to the Anniversary Date. Licensor may not increase the annual <br />LSAP renewal rate more than 5% above that of the previous year's rate. <br />The LSAP term and / or termination date has no applicability to the software licenses <br />granted pursuant to this agreement. <br />5. GRANT AND SCOPE OF LICENSE. <br />a. Purchase Price Option. Licensee shall have the option to purchase software licenses and <br />services at the prices specified in Exhibit A, LaserFiche Master Price Schedule, attached hereto and <br />incorporated herein by reference, or in the Department Exhibits D, E, F, or G, whichever is lower, <br />for a duration of sixty (60) months from the execution date of this Agreement. <br />Licensor agrees to provide a license for LaserFiche Snapshot and Email Plug-in software <br />modules and corresponding LSAP support at no charge for each LaserFiche Full User license <br />purchased and a license for Email Plug-in and corresponding LSAP support at no charge for each <br />LaserFiche Retrieval User license purchased. This applies to subsequent purchases as well. <br />b. License. In consideration of Licensee's payment, and subject to the terms and conditions <br />in this Agreement, Licensor grants Licensee anon-transferable, non-exclusive, perpetual license to <br />internally use the Licensed Software at Licensors Equipment site. Licensor retains title of the <br />Software. Licensee shall be entitled to make backup copies of the Software for the use in the event <br />of loss or damage to the original copy of the Software. Licensee may also install Sofrware in a test <br />environment for the purpose of testing or training only. <br />c. Disaster Provisions. If there is a disaster or other emergency that requires the <br />temporary use of the Software on computers or equipment owned by third parties outside the <br />scope of this license, the Licensor grants such third parties to use the Software on such other <br />computers or equipment at a Licensee site or at a site owned by a third party, including "hot- <br />sites" operated by Licensee's disaster recovery vendors. <br />3 0£ 20 <br />