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1 1 and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software.This support includes upper level priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign upper level employee(s)to serve as the Customer Liaison(s)for the duration of the Licensed Software implementation.If Customer must replace the Customer Liaison(s)for reasons beyond its control,Customer will assign new Customer Liaison(s)as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison(s).In addition to other duties and responsibilities,the Customer Liaison(s)shall: (i) provide timely answers to New World's requests for information; (ii) coordinate a mutually agreeable training schedule; (iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents,performance test documents and/or delivery and service dates; (iv) in situations where Customer participation is required, provide timely input for systems definition,detail design,and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry,accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILLING AND ADDITIONAL AUTHORIZED USER CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. The parties acknowledge and agree that the terms of the Florida Prompt Payment Act, Florida Statutes 218.70 el.seq shall control payments under this Agreement. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjustments that may be necessitated. Before performing these additional services, New World will notify Customer in writing that the services are subject to additional charge;and Customer must agree with the additional charges as a written amendment to this Agreement. 7.2 If Customer wishes to add additional authorized users beyond the number(s)specified on Exhibit A and Exhibit A 1,Customer agrees to pay the additional user fees at the then current user-based prices in effect. SSMA fees shall be increased according to the upgraded user-based charges on the next annual billing date after the additional authorized users are added. With said payments,the license provided in Section 11, Paragraph 1.0 permits Customer's use of the Licensed Software for the specified users. 7.3 Customer shall notify New World if additional authorized users need to be added to access the Licensed Software and will pay the additional authorized user fees set forth in this Agreement for a period ending 12-31-2005,and thereafter,as set forth in the then current New World Software Price List,promptly when invoiced in accordance to the terms of the Florida Prompt Payment Act,Florida Statutes 218.70 e[.seq 7.4 Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by Customer,an exemption certificate must be submitted to New World. 8.0 NON-RECRUITMENT OF PERSONNEL 8.1 During the term of this Agreement and for twenty-four(24)months thereafter,each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. 9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable CONFIDENTIAL Page 5 (Revised 02/10/04) Indian River Co.,FL SmeadSoft Reprint Date:Wednesday,July 13,2016-13:01:54-OfficialDocuments:3530,Attachment 1d 1,Page 5