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"Work Plans" shall have the meaning as set forth in CLIENT under this Agreement, including, section 2 . 1 . without limitation , arranging all meetings, "Recurring Fees" means fees for, i) support of visits , and consultations between the parties , Licensed Software, ii) Hosting Services, iii) Software and for the transfer of Deliverables and Subscriptions . technical information between the parties . The CLIENT Project Manager shall be the primary "Fiscal Year" means the month that a new budget point of contact for CLIENT and shall also be takes effect as per governing law for CLIENT . responsible for receiving all notices under this 2 . SERVICES TO BE PROVIDED Agreement and for all administrative matters . CLIENT may replace the person serving as its 2 . 1 Work Plans : CVI shall develop a written Project Manager upon prior written notice to document that contains a detailed description of CVI . Any written agreement between the the tasks to be performed by CVI (the "Work Project Managers shall be binding on both Plan") , based on the products and services parties . requested by CLIENT and procured through 3 . 3 Staffing . Personnel provided by CVI to release of a Purchase Order by CLIENT . The perform services under this Agreement shall Deliverables, the Payment Schedule, the have the appropriate technical and application responsibilities of the parties, the prerequisites skills to enable them to adequately perform their to performance and the commencement and duties . Clear Village shall use its best efforts to completion dates for the tasks shall be identified assure continuity in staffing of personnel . in the Work Plan and , once approved , shall be considered the SOW for the engagement listed 4 . TIMING. in the Purchase Order. 4 . 1 Efforts. Each party agrees to use commercially 2 . 2 Amendments . CLIENT may , from time to reasonable efforts to fulfill its obligations under time , add or remove products and services this Agreement and to meet the performance identified in the SOW. All amendments to the dates set forth in the Implementation Plan . SOW shall be in writing and signed by the 4. 2 Interdependency of Dates . Each party Project Manager for each party. The fees understands that any variation from the associated with any amendments shall be in performance dates in the Work Plan may writing and signed by the Project Manager for adversely impact project milestones , including , each party . without limitation , the date of completion of 3 . PROJECT MANAGEMENT AND STAFFING. this project. 3 . 1 Clear Village Project Manager . Clear Village 4 . 3 Notice of Delay . Each party agrees to notify shall assign and designate a staff member as its the other party promptly of any factor, project manager ("CVI Project Manager") who occurrence, or event coming to its attention that shall have the principal responsibility for may affect that party ' s ability to meet the overseeing and managing the performance of requirements of this Agreement, or that is likely obligations of CVI under this Agreement, to occasion any material delay in delivery of including, without limitation, arranging all any Deliverable . meetings , visits , and consultations between the 5 . TERMS OF PAYMENT. parties , and for the transfer of Deliverables and technical information between the parties. The 5 . 1 License Fees : CLIENT shall pay CVI the CVI Project Manager shall be the primary point license fees set forth in the Work Plan for of contact for CVI and shall also be responsible licensed software provided therein . Unless for receiving all notices under this Agreement otherwise provided in the applicable Work Plan , and for all administrative matters . CVI may License Fees shall be payable in full by replace the person serving as CVI Project CLIENT upon delivery of Software to Client. Manager with written notice to CLIENT . 5 . 2 Support Fees : CLIENT agrees to pay CVI the 3 . 2 CLIENT Project Manager. CLIENT shall support fees set forth in the Work Plan . Unless assign and designate a person, either staff otherwise stated in the applicable Work Plan , member or consultant, as its project manager support fees shall be invoiced annually , in ( "CLIENT Project Manager") who shall have advance, on the first day of the month following the principal responsibility for overseeing and the day of Delivery of the Licensed Software. managing the performance of obligations of Agreement No: Page 2 of 6 2/27/2013 Clear Village, Inc.