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Licensee thirty (30) days written notice of its intention to do so and actively participate with <br />the Licensee to remedy any such default or failure. <br />7. 'Tenn. This Support and Maintenance Agreement expires on November 12, 2017. Within <br />thirty (30) days prior to its expiration, Licensor shall send to the Licensee an invoice for an <br />annual license, support and maintenance fee ( "Annual Fee "). The sending of any such <br />invoice will constitute an irrevocable offer to extend this Support and Maintenance <br />Agreement for the period and fees set forth in the invoice, which may be accepted by the <br />Licensee in its sole discretion as hereinafter set forth. Termination of this Support and <br />Maintenance Agreement prior to its expiration shall not result in the refund of partial service <br />fees. <br />The Licensee's payment of an Annual Fee in response to an invoice prior to the expiration <br />date of this Support and Maintenance and Agreement, or within thirty (30) days after the date <br />of Licensor's invoice, whichever is later, will extend the Support and Maintenance Period for <br />the period of one (1) year from its previous expiration date, or for the period set forth in the <br />invoice if different. <br />8. Adjustments to Terms and Conditions. Licensor may change the Annual Fee and the terms <br />and conditions of this Support and Maintenance Agreement provided that written notice is <br />given to the Licensee thirty (30) days prior to the expiration of the current term. <br />X101l <br />9. Annual Fee. The Licensee shall pay Licensor an Annual Fee for which the Software license <br />and support is being provided (see Schedule B for base Annual Fee). 'The Annual Fee for <br />Year One and Year Two is due upon execution of this agreement and will then reoccur on the <br />anniversary date of the execution of this agreement for each year thereafter. All requests by <br />the Licensee for additional features or functionality that fall outside of Licensor's ongoing <br />policy of upgrading the Software will be quoted separately. <br />Late Payments. All invoices will be sent at least thirty (30) days prior to their due date. <br />Payments received forty -five (45) days after their due date will be assessed a 10% late fee. <br />10. Taxes. In addition to other amounts payable under this Support and Maintenance Agreement, <br />Licensee shall pay any and all federal, state, municipal, or other taxes, duties, fees, or <br />withholding currently or subsequently imposed on Licensee's use of the Software or the <br />payment of the Annual Fee to Licensor, other than taxes assessed against Licensor's net <br />income. Such taxes, duties, fees, withholding, or other charges shall be paid by Licensee or <br />Licensee shall provide the appropriate authority with evidence of exemption from such tax, <br />duty, fee, withholding, or charge. if Licensor is required to pay any such tax, duty, fee, or <br />charge, or to withhold any amount from monies due to Licensor from Licensee pursuant to <br />this Support and Maintenance Agreement, Licensee shall promptly reimburse Licensor any <br />such amounts. <br />11. On Site Support. The Licensee shall reimburse Licensor at the rate of USD$2,500.00 per day <br />for each Licensor employee or contractor required for any On -Site support incurred at the <br />Licensee's direct written request and authorization. This rate shall be paid for each day that <br />Licensor persomlel are required to be on the Licensee's site. Licensee will not pay for <br />Coplogic — DOM Setup and Subscription License Agreement. (AST 11,20,15) 12 <br />