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. ,. GENERAL PROVISIONS General Provisions 17. Payment Terms; Taxes 17.1 Pa:yment Terms 17.2 Purchases Through ReseUer 17.2 Taxes - Taxable Entities a) All payments are due as specified in the applicable Order Form or Statement of Work; ifont oth. erwise so specified, all payments are due in U.S. dollars 30 days from your receipt of our correctly- stated invoice. b) (fyou dispute a portion of an invoice, you will notify us within 30 days25 after the dale of the in- voice, provide us with any information that we reasonably request concerning the dispute, and timely pay the undisputed portion pending resolution afthe dispute. c) If you fail to timely pay any undisputed amount due under this Agreement (or to comply with the provisions of subparagraph (b) for disputed amounts), and you do not remedy such failure within 30 days after we notify you of the same, then without limiting any other rights or remedies we may have, we may suspend performance of our obligations under this Agreement by written notice to you until such payment has been received. a) This Section 17.2 applies if an Order Form indicates that you will enter into a separate contract ("Reseller Contract") with a third party ("Reseller") under which Resel1er will pay us the fee(s) set forth herein, and you will pay Reseller in accordance with the Reseller Contract. b) If Resel1er, on your behalf, pays us an amount which you are obligated to pay us, then we will deem you to have complied with such payment obligation to that extent. c) You will be bound by this Agreement in connection with the Software, the License, and any main- tenance and/or Services, notwithstanding your entry into the Reseller Contract. d) You represent that you have made such investigation of the Reseller and of the ReseUer Contract as you deem appropriate and are not relying on us for advice with respect to the same. We will not be a party to and win have no obligation under the ReseUer Contract, although we will be a third- party beneficiary thereof. e) If for any reason Reseller fails to timely pay us, then you are obligated to pay us directly, immedi- ately upon notice from us of ReseUer's nonpayment, regardless whether you have paid Resel1er and without regard to whether or not we elect, in our sole discretion, to take any action against ReseUer to enforce our rights as a third-party beneficiary of the ReseUer Contract. {Applicable unless an Order Form or Statement of Work indicates that you are a nontaxable entity.f a) If any sales tax, use tax, value-added tax, or other tax or charge is now or hereafter imposed or as- sessed by any governmental entity upon (i) the sale of the License, or (U) the receipt or use of the Software, or (Iii) any service provided to you under this Agreement, then you will pay such tax or charge when invoiced by us unless you provide us with an applicable exemption certification. b) You will not be liable for taxes, duties, levies, and other similar charges based on and related to our employment of our employees, production costs, equity, revenues, profits, or net income. c) If we invoice you for indirect taxes such as value-added taxes ("V AT"), then at your request we will provide you with authorized invoices for reclamation purposes. 25 Section 17./ (b): We ask for prompt notification of disputes concerning our invoices because we want to know about such dis- putes before they show up in our accoullls-receivabJe statistics. BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 22