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has administrative privileges and administrative access to the WebEOC Fusion software and (ii) Licensee <br />has paid to ESi all applicable connection fees. <br />6 Fees and Payment. <br />(a) License fees are due and payable according to the payment schedule set forth in Exhibit C <br />Additional license fees are required should Licensee elect to: (a) use the Software on more than one (1) <br />Licensed Machine; (b) increase the number of named users who may access the Software; (c) increase the <br />number of non -production instances of the Software; (d) license additional Software, (e) upon renewal; or <br />(0 as otherwise required by this Agreement. Such license fees shall be determined by the price list in <br />effect at the time of the transaction and are due and payable prior to installation of the Software or added <br />capacity. <br />(b) At least sixty (60) days prior to the expiration of this Agreement, ESi shall notify Licensee of the <br />current fees for Software, software maintenance and technical support, and hosting services and invoice <br />Licensee for an additional term of one (1) year at the stated price. Licensee shall pay to ESi the invoiced <br />amount on or before the anniversary date of this Agreement. <br />(c) ESi reserves the right to charge interest equal to one and one-half percent (1.5%) on all amounts <br />past due with interest accruing as of the day after the due date, or the maximum rate allowable by law, <br />whichever is less. Licensee shall reimburse ESi for all costs and expenses incurred by ESi in any actions <br />taken to collect any past due amounts including, without limitation, attorney's fees. <br />(d) ESi reserves the right to suspend Licensee access to Software and services if Licensee fails to pay <br />all fees owed and due in a timely manner. <br />7 Protection of Sofilvare. <br />Licensee agrees to take all reasonable steps to protect the Software and Documentation from unauthorized <br />copying or use The Software source code represents and embodies trade secrets of ESi and/or its third <br />party licensors The Software source code and embodied trade secrets are not licensed to the Licensee. <br />Licensee agrees not to disassemble, decompile or otherwise reverse engineer the Software, use reflection <br />or other mechanism to view, interpret, translate or try to understand the structure of the Software, or <br />otherwise attempt to discover the source code and/or the trade secrets contained in the source code, and <br />Licensee will not allow third parties to do so. Licensee may not, nor allow third parties to, modify or alter <br />the Software in any way <br />8 Confidentiality. <br />The Software and Documentation contain confidential information and trade secrets of ESi and/or its third <br />party licensors. Licensee agrees to hold in confidence, not disclose and not use the Software and <br />Documentation except as expressly provided herein, and Licensee shall ensure that there is no breach, <br />compromise or violation of such confidentiality by Licensee's employees, consultants, or independent <br />contractors. Licensee recognizes and agrees that there is no adequate remedy at law for a breach of this <br />Section or of Section 9 of this Agreement, that such breach would irreparably harm ESi, that monetary <br />damages would not be an adequate remedy, and that ESi is entitled to injunctive relief with respect to any <br />such breach, or potential breach, in addition to any and all other remedies available at law or at equity. <br />Rev 01/13/2014 <br />