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earlier of City's operational use of the Software, or the expiration of sixty (60) days from the Delivery Date without the provision of notice by City to Licensor of any Error(s). If City provides notice to Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software shall be accepted upon Licensor's correction of such Error(s). ARTICLE IV PRICE AND PAYMENT 4.1 Price. City shall pay the Price in accordance with the payment plan set forth in Schedule A. Licensor shall invoice any additional costs reasonably incurred by Licensor in the delivery of the Software as they are incurred. Payment of the Price and additional costs shall be made by City to Licensor in full without any right of set-off or deduction, and City shall pay the Price and such costs within Sixty (60) days from the date of invoice. 4.2 Tax. City shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's income. In the event that Licensor pays any such taxes on behalf of City, Licensor shall invoice City for such taxes and City agrees to pay such taxes in accordance with this Agreement. 4.3 Interest. Failure by City to pay any amounts invoiced under this Agreement in full in accordance with this Agreement shall make City liable to pay Licensor interest at the rate of one and a half percent (1.5%) per month on the remaining amount due, or at the highest amount permitted by applicable law such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. ARTICLE V PROPRIETARY RIGHTS 5.1 Proprietary Rights. City acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to City or any third party. ARTICLE VI CONFIDENTIALITY 6.1 Confidential Information. The term "Confidential Information" shall refer to the Software, Documentation, Specifications, and terms and conditions of this Agreement. City acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than City's employees with a need to know such Confidential Information to perform employment responsibilities consistent with City's rights under this Agreement. City shall