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compliance with its obligations under this Exhibit A. Any such Software License, Maintenance and Support shall <br /> be provided at the fees to be agreed upon by the parties if and when the need for such Software License, <br /> Maintenance and Support arises. Replacement versions of Software requested by Customer as a result of items <br /> set forth in this Section 3 or as a result of Customer's actions or inactions shall be billable to Customer at ES&S' <br /> then current rates <br /> 4 Proprietary Rights. ES&S shall own the entire right, title and interest in and to all corrections, <br /> programs, information and work product conceived, created or developed, alone or with Customer or others, as a <br /> result of or related to the performance of this Exhibit A, including all proprietary rights therein or based thereon <br /> Subject to the payment of all Software License, Maintenance and Support Fees, ES&S hereby grants to Customer <br /> a non-exclusive license to use that portion of such corrections, programs, information and work product that ES&S <br /> actually delivers to Customer pursuant to this Exhibit A. All licensed items shall be deemed to be ES&S Software <br /> for purposes of this Exhibit A. Except and to the extent expressly provided herein, ES&S does not grant to <br /> Customer any right, license, or other proprietary right, express or implied, in or to any corrections, programs, <br /> information, or work product covered by this Exhibit A. <br /> 5 Reinstatement of Software License, Maintenance and Support. If the Initial Term or any <br /> Renewal Period thereof expires without being renewed, Customer may thereafter receive a Software License and <br /> resume receiving Software Maintenance and Support upon (a) notification to ES&S, (b) payment of all fees, <br /> including a reinstatement charge, which would have been due to ES&S had the Initial Term or any Renewal Period <br /> not expired, and (c) the granting to ES&S of access to the ES&S Software, so that ES&S may analyze it and <br /> perform such maintenance as may be necessary before resuming the Software License, Maintenance and Support <br /> services. <br /> 4 <br />