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SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT <br />Payment to the CONTRACTOR shall be made in accordance with the estimated schedule of <br />billings for work items as shown on Exhibit "E". Invoices shall be due and payable to the <br />CONTRACTOR within thirty (30) days of each billing. <br />Once this Agreement expires, or final payment has been requested and made, the <br />CONTRACTOR shall have no more than thirty (30) days to present or file claims against the <br />CLIENT concerning this Agreement. After that period, the CLIENT shall consider the <br />CONTRACTOR to have waived any right to claims against the CLIENT concerning this <br />Agreement. <br />The Fees and Payment provisions for the PROJECT, applicable to the Lucky software program <br />licenses, provided in this Section V, supersede the License Fee payment provisions provided in <br />Section 6(a) of Exhibit "A". <br />SECTION VI — OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES <br />If mutually agreeable to all parties, the issuance of any resulting contract/purchase order <br />referencing these specifications and modified by mutual agreement between all parties may be <br />extended to other government or publicly funded agencies. It shall be understood that all terms <br />and conditions as specified herein shall apply. <br />SECTION VII — TERMINATION <br />A. The obligation to provide further services under this Agreement may be terminated by <br />either party upon seven (7) days' written notice in the event of substantial failure by the <br />other party to perform in accordance with the terms hereof through no fault of the <br />terminating party. <br />B. In the event of termination by the CLIENT, the CONTRACTOR shall be paid for all <br />services rendered up to and including the date of termination. <br />C. In the event that the CLIENT, for any reason, decides not to proceed with the PROJECT, <br />this Agreement shall then be considered terminated; the CONTRACTOR shall be <br />entitled to payment as described herein for all services provided under this Agreement. <br />In such event, the CLIENT shall promptly notify the CONTRACTOR in writing of its <br />decision not to proceed with the PROJECT so that the CONTRACTOR can reassign his <br />personnel and revise work schedules as may be required. <br />The Termination provisions for the PROJECT provided in this Section VII are applicable to the <br />Scope of Services as described in Section II of this Agreement. The Term and Termination <br />provisions provided in Section 12 of Exhibit "A" are applicable to the LucityTM software program <br />licenses. <br />SECTION VIII — INDEMNIFICATION <br />The CONTRACTOR shall defend, indemnify and hold harmless the CLIENT, its officers, <br />officials, employees and volunteers, from any and all liability, loss or damage the CLIENT may <br />suffer arising out of this Agreement. <br />Page 3of5 <br />9 <br />