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5 . 3 Subscription and Hosting Fees : CLIENT work shall be provided under a separate Work agrees to pay CVI hosting and subscription fees Plan. set forth in the Work Plan . Unless otherwise 5 . 11 Reimbursable Expenses. CLIENT agrees to stated in the applicable Work Plan , Subscription reimburse CVI for all reasonable and customary and Hosting Fees shall be billed quarterly, in out-of-pocket expenses including but not advance , starting on the first day of the month following completion of both the provisioning limited to travel , parking, tolls meals and of the hosted environment and setup of the lodging expenses incurred by CVI in connection with the performance of any Work Plan. Meals subscribed to software shall not exceed CVI ' s then in effect per diem 5 .4 Hardware Fees. CLIENT agrees to pay CVI amount. the fees set forth in the Work Plan for hardware. 6 . CUSTOMER RESPONSIBILITIES Unless the Work Plan states otherwise, all hardware fees shall be invoiced at the time of 6 . 1 Communications. CLIENT agrees to provide delivery. CVI with access to its network using an 5 .5 Other Service Fees . Unless otherwise stated in industry standard , gateway to gateway VPN via the applicable Work Plan, CLIENT shall pay all the Internet capable of connecting to CVI ' s fees for Services , other than Recurring Fees, on Cisco VPN appliance. CVI requires access to a time and materials basis according to CVI ' s servers and other hardware to provide support then current rates for Services . CVI will and CLIENT agrees that CVI shall not be invoice monthly for Services as used . required to provide support if access is denied . 6. 2 Security . CLIENT shall , at its own expense , 5 . 6 Payment Terms. The fees and terms of prompt payment set forth in the Payment Plan protect its network, data and computer services shall be payable to CVI as set forth in the and protect against any unauthorized access to Payment Schedule and Fees of the applicable such facilities and computer viruses. CVI shall Work Plan . Unless otherwise stated in the not be responsible for any security breach or applicable Work Plan , all invoices shall be virus and expressly disclaims any liability for payable in accordance with the Local loss or damage caused by the unauthorized Government Payment Act F. S . 218 . 70 et seq . access or virus to CLIENT ' s computer systems . 5 . 7 Late Payments : CVI may assess a late fee for 6 . 3 Security Policy . CVI agrees to abide by the unpaid invoice each month for all Late CLIENT ' s published security policies . Payments . 5 . 8 Increases in Fees . Increases in Recurring Fees 7 . OWNERSHIP AND LICENSES. shall take place only on the first day of the 7 , 1 Ownership by CVI . The Deliverables and all month of CLIENT ' s Fiscal Year and shall not elements of all Deliverables shall be exclusively exceed CPI plus 2% for the first ten ( 10) Fiscal owned by CVI . CVI shall exclusively own all Years from the effective date of the Agreement. Proprietary Rights embodied in or pertaining to CVI will provide written notification of fee the Deliverables and any portions of the increases at least thirty (30) days prior to the Deliverables made or conceived by CVI new Fiscal Year in which the fees will become including the right to Copyright or Patent except effective . only that Web Site Content shall be jointly 5 . 9 Fee Period . Service Fees and rates stated owned by CVI and CLIENT . under any Work Plan shall remain in effect for 7 . 2 LICENSES . All software originating with CVI 12 months from the date of Work Plan unless shall be provided to CLIENT under a software otherwise specified in the applicable Work Plan . License to CLIENT to allow CLIENT to use the 5 . 10 No Cost to self host. In the event CLIENT software. In no event shall CLIENT have the elects to host the licensed software, CVI shall right to grant sublicenses for use or copy of the not charge any additional fees, except only that CVI software. Upon full payment of License CVI may charge fees , either under a fixed price and Project Fees under a Work Plan, CVI shall or time and materials at CLIENT ' s request to grant a perpetual , non-exclusive, irrevocable assist CLIENT with setup and configuration of License to use the Licensed Software . CVI ' s software on CLIENT ' s computers . Such 7 . 3 Third-Party Rights. In performing services under this Agreement, CVI agrees not to design , Agreement No: Page 3 of 6 2127/1013 Clear Village, Inc. I