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o. not, under any circumstances, create or permit the creation of any derivative work from <br />any Software Update or the reverse engineering or replication of any Software Update. <br />p. decide whether to install or not install Software Updates, Operating System Patches, and/or <br />VIDA Secure Sentry, as applicable, based on the risks and benefits involved and waive all <br />L3Harris liability for such decision. <br />q. comply with the Cl schedule for the performance of Services. <br />V. Keep Equipment current and compliant with all regulatory agencies' and manufacturers': <br />agreements, manuals, and licenses. <br />6. SERVICE REQUEST PROCEDURE. <br />Customer shall: <br />a. have personnel with sufficient Equipment related training to be able to i) carry out basic <br />operating system housekeeping, ii) work through complex procedures with remote <br />guidance provided by CI, and iii) carry out procedures as outlined by CI within a reasonable <br />time after such procedures have been received from CI. <br />b. provide a mutually agreed form of communications link for remote diagnostics and <br />promptly grant access rights to Cl/L3Harris and its subcontractors when required. <br />7. FEES AND PAYMENT TERMS. <br />a. Customer shall pay the Support Fees for Services and the Demand Services Fees for <br />Demand Services. <br />b. CI reserves the right to increase the Support Fees as Equipment is added or if Customer <br />requests an increased level of service, or if there is any other variation requested by <br />Customer to this Agreement. <br />C. Payment terms shall be net thirty (30) days from the date of invoice. Support Fees will be <br />billed in advance and in accordance with Section III. ("Services"). <br />d. All fees payable under this Agreement are exclusive of sales, use, value added, goods and <br />services taxes, or any customs, import or export duties, and should any such fees arise, <br />these shall be payable by Customer. Where appropriate, such taxes will be added to the <br />invoice, billed as a separate item, to the extent possible, and paid by Customer unless <br />Customer provides CI with evidence of payment or certificate of exemption. <br />e. To the fullest extent permissible by law, Customer waives its right of set-off. No payment <br />is considered received until CI has received cleared funds. <br />S. TERM AND TERMINATION. <br />a. The Term of this Agreement shall begin on the Commencement Date and shall continue <br />through the Expiration Date as indicated in this Agreement. <br />b. In the event of. i) Customer's material breach because Customer fails to make any payment <br />within thirty (30) days of the date of invoice, or ii) any other material breach of this <br />Agreement by Customer which shall continue for thirty (30) or more days after Notice of <br />such to Customer, CI shall be entitled to avail itself cumulatively of any and all remedies <br />available at law or in equity; and either: i) suspend performance of its obligations under this <br />Agreement for aslong as the breach remains uncorrected; or ii) terminate this Agreement <br />by written Notice to Customer if the breach remains uncorrected. <br />C. In the event of a material breach of this Agreement by CI, Customer shall provide CI 12>W <br />a reasonably detailed Notice of the breach. CI will have thirty (30) days to provide a written <br />plan to cure the default and begin implementing the cure plan immediately after the plan is <br />