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and NC4's resources scheduling purposes and not a binding quote by NC4. Licensee shall additionally reimburse
<br /> NC4 for costs and expenses incurred as a result of Licensee's failure to cooperate as required in Section 5.7.
<br /> 5.3 Reserved.
<br /> 5.4 Effect of Termination During Services. Upon termination of this Agreement, NC4 shall cease all Services,
<br /> the Statement(s) of Work for all Services shall terminate, and Licensee shall pay NC4 for Services performed prior
<br /> to the date of termination.
<br /> 5.5 Termination of Statement of Work. Either party may terminate only the Statement of Work if the other
<br /> party is in breach of the terms contained in the Statement of Work and has not cured the breach within thirty (30)
<br /> days of written notice specifying the breach. Consent to extend the cure period for breaches other than for
<br /> nonpayment of fees shall not be unreasonably withheld, so long as the breaching party has commenced cure during
<br /> the thirty (30) day notice period and pursues cure of the breach in good faith.
<br /> 5.6 Change Requests. Licensee may request changes to a Statement of Work including but not limited to
<br /> requests for changes in project plans, scope, specifications, schedule, designs, or requirements. Any such request
<br /> must be in writing. NC4 shall not be obligated to perform tasks described in Licensee's request unless and until both
<br /> parties agree in writing to the proposed changes.
<br /> 5.7 Cooperation. Licensee acknowledges and agrees that its cooperation with NC4 is essential to performance
<br /> of any Services by NC4. Among other things, Licensee shall cooperate with NC4 by providing timely access to
<br /> office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data
<br /> from its officers, agents, and employees, and suitable configured computer products. NC4 shall not be liable for any
<br /> deficiency in performing Services resulting from Licensee's failure to do so.
<br /> 6. Future Orders. NC4 may offer additional software products and services from time to time. Licensee may
<br /> request such products or services from NC4. In the event that NC4, in its sole discretion, decides to license such
<br /> products or provide such services, such products and services shall be subject to the terms and conditions of this
<br /> Agreement, unless NC4 specifies otherwise.
<br /> 7. Fees and Payment Terms.
<br /> 7. 1 Payment Terms. The terms of payment associated with the Purchase Order are set forth therein, and the
<br /> Purchase Order hereunder will be paid by the Grant Administrator. Licensee shall pay to NC4 any other Fees that
<br /> may become due and payable based on Additional Services or Optional Services requested by Licensee, within
<br /> thirty (30) days of the NC4 invoice date.
<br /> 7.2 Expenses. NC4 shall be reimbursed for reasonable travel, administrative, equipment, and out-of-pocket
<br /> expenses incurred while performing Services hereunder, unless otherwise agreed to in writing. Such expenses are
<br /> not included in any estimate in a Statement of Work or Order Form unless expressly itemized. Invoices for travel
<br /> and related expenses shall be paid within thirty (30) days of the NC4 invoice date.
<br /> 7.3 Taxes. All fees and charges set forth in the Order Form or in any Statement of Work are exclusive of any
<br /> sales, use, excise, value-added, or similar taxes, and exclusive of any duties or fees payable on the delivery of the
<br /> Software. Any such taxes (except taxes based on NC4 's income), duties, or fees shall be paid directly by Licensee
<br /> or reimbursed by Licensee to NC4.
<br /> 8. Confidentiality and Publicity.
<br /> 8. 1 Confidentiality Obligation. "Confidential Information" means all written or oral information designated as
<br /> confidential at the time of disclosure that is disclosed in connection with this Agreement including, without
<br /> limitation, computer programs, software, formulas, data, inventions, techniques, strategies, trade secrets, plans for
<br /> products or services, marketing plans, financial documents or data, processes and designs, and the terms, but not the
<br /> existence of, this Agreement. Written Confidential Information must be marked as "confidential" or "proprietary."
<br /> NC4 Public Sector LLC 5
<br /> Standard License Agreement ( 10.05)
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