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. 7. Maintenance Fees; Renewals MAINTENANCE PROVISIONS 7.] Maintenance rees 7.2 Automatic maintenance renewal 7.3 Pricing for first maintenance renewal All maintenance fees will be as set forth in the applicable Order Form. Unless expressly agreed oth- erwise in a writing signed by the parties, all maintenance renewals must be for all licenses for the Software in question. EXAMPLE: If you owned 100 server licenses for Ollr bv-Control for Win- dows software and wished to renew maintenance, you would be required to renew for all 100 li- censes; you would not be permitted to renew for, say, only 50 licenses unless expressly agreed oth- erwise in a writing signed by the parties. [Not applicable unless specified in an Order Form, or as otherwise agreed in writing by the parties.} a) We have the option to renew your maintenance subscription "automatically," but onlv if: (I) this Agreement or an applicable Order Form permits us to do so, or the parties have otherwise so agreed in writing, (2) we send you a written reminder of a maintenance subscription expiration date and the price of a renewal at least two months before such expiration date, and (3) you do not notity us of your intent not to renew by 5 p.m. Houston time on the business day before such expiration date. b) Ifwe elect to renew your maintenance subscription pursuant to subparagraph (a), we will invoice you for the required renewal fee as set forth in our reminder. c) Ifwe elect not to renew your maintenance subscription pursuant to subparagraph (a),l~ then upon your request we will confinn the non-renewal in writing. a) If you simultaneously purchase a License and a corresponding initial maintenance subscription for an item of Software, then unless otherwise provided in the applicable Order Form, at your option, you may renew such initial maintenance subscription, on or before its initial expiration date, at a per- centage of your net license fee for such License (or the pricing set forth below for TAM Support), subject to possible increase in as set forth in subparagraph (b) below, as follows: INITIAL RENEWAL STANDARD PERIOD SUPPORT PREMIUM SUPPORT TAM SUPPORT One year 20% per year 25% per year $ 30,000 per year Two years 18% per year 23% per year $ 30,000 per year Three years 17% per year 22% per year $ 30,000 per year b) We may, at our option, but solely at renewal time, increase the above-stated pricing of such re- newal by up to five percent (5%). c) Ifsuch first renewal is for multiple years, then the maintenance fees for all years will be invoiced at the time of the renewal and will be due and payable as stated in the invoice. d) Subsequent renewals, if any, will be on such tenns as may be agreed by the parties, each in its sole discretion. e) This Section sets the pricing for any initial maintenance renewals that you choose to purchase, but it does not obligate you to renew maintenance (except that if an Order Form commits you to renew maintenance for a specified period of time at specified pricing or at a specified discount, then such commitment will control). 17 Section 7.2(c): The au/omatic~renewal provisions do not require BindView to renew your maintenance. This is because there may be circumstances in which we determine that your mai!l1enance should not be automatically renewed, even though we may have previously sent you a reflel'ral reminder. (For example, if we were to make a decision to sunset a product, then we would continue to support the product as required by Section 6.4, but J.1--'e might al.w decide not to renew any existing maintenallCe sub- scrip/ions for the product and instead simply let them e.xpire.) BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 11