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SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT <br />Any items beyond the basic Scope of Services shall be considered as Additional Services. If <br />authorized in writing by CLIENT, CONTRACTOR shall furnish, or obtain from others, services <br />resulting from significant changes in the basic Scope of Services. <br />The cost to perform Additional Services shall be based on the rates outlined in the Schedule of <br />Costs and Invoicing attached as Exhibit "E". <br />SECTION III — RESPONSIBILITIES OF THE CLIENT <br />The CLIENT shall provide information and assistance as follows: <br />1. Assist CONTRACTOR by placing at their disposal all available information <br />pertinent to the PROJECT including data, standards, specifications, processes, <br />workflows, and reports relative to the CONTRACTOR'S services. <br />2. Give prompt written notice to CONTRACTOR whenever CLIENT observes or <br />otherwise becomes aware of any development that affects the Scope or timing of <br />CONTRACTOR'S Services. <br />3. Bear all costs incident to compliance with the requirements of this Section III. <br />SECTION IV — SCHEDULE OF SERVICES <br />It is anticipated that the PROJECT as described in Section II will be completed and submitted to <br />the CLIENT in accordance with the estimated schedule for major work items as shown on <br />Exhibit "D". <br />The work items described shall be carried out as expeditiously as possible. The <br />CONTRACTOR shall not be liable to the CLIENT, if delayed in, or prevented from performing <br />the work as specified herein through any cause beyond the control of the CONTRACTOR, and <br />not caused by his own fault or negligence including acts of nature or the public enemy, <br />inclement weather conditions, acts, regulations, or decisions of the Government or regulatory <br />authorities after the effective date of this Agreement, fires, floods, epidemics, strikes, <br />jurisdictional disputes, lockouts, and freight embargoes. <br />SECTION V — FEES AND PAYMENTS <br />The CLIENT shall compensate the CONTRACTOR for the Scope of Services as described in <br />Section II of this Agreement in an amount not exceeding the total cost as shown on Exhibit "E". <br />The maximum compensation shall not be exceeded without further authorization of Additional <br />Services. <br />Labor costs, costs associated with subcontract work, bonding costs, and direct expenses such <br />as shipping, printing, telephone and commercial computer software are included in the <br />maximum compensation. <br />Page 2 of 5 <br />8 <br />