Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

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h. Professional Services payment terms. Customer agrees to pay all fees In a Statement of Services within 30 days of the date of Microsoft's Invoice unless the Statement of Services provides otherwise. Microsoft may assess a finance charge of the lesser of 18% per annum, accrued, calculated and payable monthly or the highest amount allowed by law on all past due amounts due to Microsoft. Microsoft will have no obligation to continue to provide Professional Services if Customer falls to male timely payment. Taxes. If any amounts are to be paid to Microsoft, the amounts owed are exclusive of any taxes. Customer shall pay all value added, goods and services, sales, gross receipts or other transaction taxes, fees, charges or surcharges or other similar taxes, shares or tees or any regulatory cost recovery and other surcharges that are owed under this Amendment and which Microsoft is permitted to collect from Customer. Customer shall also be responsible for an applicable stamp taxes and for all other taxes that it is legally obligated to pay, Including any taxes that arise on the distribution of provision of Professional Services by Customer to its Affiliates. Microsoft shall be responsible for payment of all taxes based upon its net Income, gross receipts taxes Imposed in lieu of taxes on income or profits, or taxes on Microsoft's property ownership. If any taxes are required to be withheld on payments made to Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however, that Customer shall promptly secure and deliver an official receipt for those withholdings and other documents reasonably requested by Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law. m. No third -party boneficfaries. This Amendment does not create and third -party beneficiary rights. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and In full force and effect. If there is any conflict between any provision in this Amendment and any provision In the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use only: _Consulting Services Amendment for EA CTM CTM-FWK-CTC-AGR BID Attach, docx AmendmentApp v4.0 CTM-FVVK-CTC-AGR BD Page 6 of 6