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compliance with its obligations under this FAN A. Any such Software License, Maintenance and Support shall <br />be provided at the fees to be agreed upon by the partes if f and when the need for such Software Licerise, <br />Maintenance and Support arises.. Replacement versions of Software requested by Customer as a result of items <br />set forth in this SecUon 3 or as a result of Customer's actions or inactions shall be billable to Customer at ES&S' <br />then current rates. <br />. 1 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 andSupport 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 EW <br />actually delivers to Customer pursuant to this Exhibit 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 correcfions, programs, <br />information, or work product covered by this Exhibit <br />5. ReInstaternInt 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 h - ave been due to ES&S had the Initial Term or any Renewal.Penlod <br />not expired, and (c) the granting to ES&S of access to the F -S&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 />P14 <br />