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2. GRANT OF RIGHTS AND SCOPE OF SERVICES <br />Licensor hereby grants to Licensee a nonexclusive, nontransferable license to use the <br />Software on Licensor's servers for the term of this Agreement. Licensor also agrees <br />to provide the services listed in the Scope of Services attached hereto as Exhibit "A" <br />and made a part hereof. All requests by the Licensee for additional features or <br />functionality that fall outside of Exhibit "A" Scope of Services shall be addressed <br />following the "go -live" date of the Software and shall be quoted separately. <br />3. LICENSE TERM <br />This Agreement and this license are effective when the Agreement is executed by <br />both parties and the license granted to the Software remains in force until terminated <br />in accordance with paragraph 5 of this Agreement. <br />4. COST AND FEES <br />Licensee agrees to pay Licensor the following one time setup and implementation fee <br />of $15,000.00, plus license and maintenance fees for the first year of $15,000.00, as <br />outlined in the Subscription, Support and Maintenance Agreement, for a total of <br />$30,000.00 upon execution of this agreement. The Subscription, Support and <br />Maintenance period shall commence at the earlier of 1) the "go -live" date of the <br />Software or 2) September 1, 2012. All payments shall be made within thirty (30) <br />days from the date of invoice by electronic funds transfer to the Licensor's account <br />specified in writing, or by check made payable to "Coplogic, Inc." and delivered to <br />231 Market Place, Suite #520, San Ramon, CA 94583. <br />4.1. Taxes. In addition to other amounts payable under this; Agreement, <br />Licensee shall pay any and all federal, state, municipal, or other taxes, <br />duties, fees, or withholding currently or subsequently imposed on <br />Licensee's use of the Software or the payment of the License Fee to <br />Licensor, other than taxes assessed against Licensor's net income. Such <br />taxes, duties, fees, withholding, or other charges shall be paid by Licensee <br />or Licensee shall provide the appropriate authority with evidence of <br />exemption from such tax, duty, fee, withholding, or charge. If Licensor is <br />Coplogic — DORS Setup and License Agreement 2 <br />