25E - AGMT - ONLINE POLICE RPT SYS

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Licensee thirty (30) days written notice of its intention to do so and actively participate with the Licensee to remedy any such default or failure. 7. Term. This Support and Maintenance Agreement expires on November 12, 2017. Within thirty (30) days prior to its expiration, Licensor shall send to the Licensee ail invoice for an annual license, support and maintenance fee ( "Annual Fee "). The sending of any such invoice will constitute an irrevocable offer to extend this Support and Maintenance Agreement for the period and fees set forth in the invoice, which may be accepted by the Licensee in its sole discretion as hereinafter set forth, Termination of this Support and Maintenance Agreement prior to its expiration shall not result in the refund of partial service fees. The Licensee's payment of an Annual Fee in response to an invoice prior to the expiration date of this Support and Maintenance and Agreement, or within thirty (30) days after the date of Licensor's invoice, whichever is later, will extend the Support and Maintenance Period for the period of one (1) year from its previous expiration date, or for the period set forth in the invoice if different. 8. Adjustments to Terns and Conditions. Licensor may change the Annual Fee and the terms and conditions of this Support and Maintenance Agreement provided that written notice is given to the Licensee thirty (30) days prior to the expiration of the current term. COST 9. Annual Fee. The Licensee shall pay Licensor an Annual Fee for which the Software license and support is being provided (see Schedule B for base Annual Fee). The Annual Fee for Year One and Year Two is due upon execution of this agreement and will then reoccur on the anniversary date of the execution of this agreement for each year thereafter. All requests by the Licensee for additional features or functionality that fall outside of Licernsor's ongoing policy of upgrading the Software will be quoted separately. Late Payments. All invoices will be sent at least thirty (30) days prior to their due date. Payments received forty -five (45) days after their due date will be assessed a 10% late fee. 10. Taxes. In addition to other amounts payable under this Support and Maintenance Agreement, Licensee shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding currently or subsequently imposed on Licensee's use of the Software or the payment of the Annual Fee to Licensor, other than taxes assessed against Licensoe's net income. Such taxes, duties, fees, withholding, or other charges shall be paid by Licensee or Licensee shall provide the appropriate authority with evidence of exemption from such tax, duty, fee, withholding, or charge. If Licensor is required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to Licensor from Licensee pursuant to this Support and Maintenance Agreement, Licensee shall promptly reimburse Licensor any such amounts. 11. On Site Support. The Licensee shall reimburse Licensor at the rate of USD$2,500.00 per day for each Licensor employee or contractor required for any On -Site support incurred at the Licensee's direct written request and authorization. This rats shall be paid for each clay that Licensor personnel are required to be on the Licensee's site. Licensee will not pay for Coptogic — D02S Setup and Subscription License Agreement (AST t 1.20. 15) 12 25E -14