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B. Subscriber Contact. Seller requests that Subscriber identify its Subscriber Contact in <br />Exhibit A. Subscriber shall designate a person with sufficient technical expertise to be able to <br />interact knowledgeably with Seller's technical support personnel. To the maximum extent <br />practicable, Subscriber's communications with Seller (with regard to the Software Updates <br />provided under this Agreement) should be through the Subscriber Contact. <br />C. Installation. Subscriber agrees to properly install the Software Updates provided by Seller <br />in order of receipt from Seller. Subscriber understands that Software support provided by Seller is <br />limited to Seller's Current and current minus 1 Software Release Levels of Licensed Programs for <br />the Designated System. <br />D. Media Labeling. Subscriber agrees that if it makes copies of any Software Update supplied <br />by L3Harris, for backup purposes, Subscriber will reproduce any copyright notice and/or <br />proprietary notice appearing on and/or in such Update and will label all copies with all information, <br />including part numbers and revision levels, provided on the set of media provided by L3Harris. <br />Nothing herein grants Subscriber any right to sublicense any Software or to distribute copies to any <br />other person, and such sublicensing and distribution is expressly prohibited. <br />E. No Modification of Software. The subscriber agrees not to modify, enhance, or otherwise <br />alter any Software unless specifically authorized in the user documentation provided by L3Hanis <br />with such Software Update or unless the prior written consent of L3Harris is obtained. Under no <br />circumstance shall Subscriber create or permit the creation of any derivative work from any <br />Software or the reverse engineering or replication of any Software. <br />F. L3Harris's obligations under this Agreement are conditional upon Subscriber's compliance <br />with the terms of this Agreement and any Contract then in effect between L3Harris and Subscriber. <br />G. Delegation of Authority. The Subscriber hereby delegates, grants, and assigns to the Seller, <br />acting as the Subscriber's agent or to a person or entity authorized by the Seller, all approval rights <br />relating to the selection of Vendor Patches. All approvals given to third -party vendors by the seller <br />acting as the subscriber's agent under the terms of this AGREEMENT shall be deemed as being <br />granted by the Subscriber. <br />10. FEES, TERMS OF PAYMENT & TAXES <br />A. SOFTWARE Services Fee. Subscriber agrees to pay L3Harris an annual Software Services <br />Fee, in the amount set forth in Exhibit A to this Agreement, plus taxes pursuant to Subsection E <br />below, for Software Services provided during the term as defined in Exhibit A. Subsequent years' <br />Software Services Fees, beyond Subscriber's fust -year fee specified in Exhibit A, may or may not <br />remain at the same rates. Any significant changes made to Subscriber's Designated System(s) <br />configuration will be reflected in the following year's Software Services Fee. <br />If L3Harris's rates for Software Services should increase, Subscriber will be notified in writing of <br />any such increases at least one hundred twenty (120) days prior to the end of Subscriber's yearly <br />Software Services period then in effect. <br />B. Other Charges. Subscriber understands that if it chooses to delay its enrollment in Software <br />Services beyond the deadline described in Section 9.A. of this Agreement, Subscriber will need to <br />license, at the applicable fees then in effect, the initial Software Updates needed to bring its System <br />up to WHarris's Current Software Release Levels, as well as any hardware which may be required <br />to accommodate such Updates. <br />29 <br />