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for time spent performing the Services, and shall reimburse E Team for expenses as set forth in Section 5.3. Any
<br /> monetary amount stated in the applicable Statement of Work for Services shall be an estimate only for Licensee's
<br /> budgeting and E Team's resources scheduling purposes and not a binding quote by E Team. Licensee shall
<br /> additionally reimburse E Team for costs and expenses incurred as a result of Licensee's failure to notify E Team or
<br /> cancel scheduled meetings,training, installation in a reasonable period of time.
<br /> 5.3 Expenses. In addition to payment for the Services, Licensee shall reimburse E Team for reasonable travel,
<br /> administrative, equipment, and out-of-pocket expenses incurred in performing the Services, in accordance with
<br /> Section 5. Such expenses are not included in any estimate in a Statement of Work unless expressly itemized.
<br /> 5.4 Effect of Termination During Services. Upon termination of this Agreement, E Team shall cease all
<br /> Services, the Statement(s) of Work for all Services shall terminate, and Licensee shall pay E Team for Services
<br /> performed prior to the date of termination.
<br /> 5.5 Termination of Statement of Work. Either party may terminate only the Statement of Work if the other
<br /> party is in breach of the terms contained in the Statement of Work and has not cured the breach within thirty (30)
<br /> days of written notice specifying the breach. Consent to extend the cure period for breaches other than for
<br /> nonpayment of fees shall not be unreasonably withheld, so long as the breaching party has commenced cure during
<br /> the thirty(30)day notice period and pursues cure of the breach in good faith.
<br /> 5.6 Change Requests. Licensee may request changes to a Statement of Work including but not limited to
<br /> requests for changes in project plans, scope, specifications, schedule, designs, or requirements. Any such request
<br /> must be in writing. E Team shall not be obligated to perform tasks described in Licensee's request unless and until
<br /> both parties agree in writing to the proposed changes.
<br /> 5.7 Cooperation. Licensee acknowledges and agrees that its cooperation with E Team is essential to
<br /> performance of any Services by E Team. Among other things, Licensee shall cooperate with E Team by providing
<br /> timely access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate
<br /> information and data from its officers, agents, and employees, and suitable configured computer products. E Team
<br /> shall not be liable for any deficiency in performing Services resulting from Licensee's failure to do so.
<br /> 6. Future Orders. E Team may offer additional software products and services from time to time. Licensee
<br /> may request such products or services from E Team. In the event that E Team, in its sole discretion, decides to
<br /> license such products or provide such services, such products and services shall be subject to the terms and
<br /> conditions of this Agreement,unless E Team specifies otherwise.
<br /> 7. Fees and Payment Terms.
<br /> 7.1 Payment Terms. Licensee shall pay to E Team the nonrefundable Fees set forth in the Order Form,
<br /> representing an initial portion of the total license fees and other Fees, upon the signing of this Agreement. Licensee
<br /> shall pay to E Team any other Fees payable hereunder within thirty(30)days of the E Team invoice date.
<br /> 7.2 Interest. E Team may charge a service Fee on late payments of the lesser of 2%per month or the highest
<br /> rate allowable under law.
<br /> 7.3 Taxes. All fees and charges set forth in the Order Form or in any Statement of Work are exclusive of any
<br /> sales, use, excise, value-added, or similar taxes, and exclusive of any duties or fees payable on the delivery of the
<br /> Software. Any such taxes (except taxes based on E Team's income), duties, or fees shall be paid directly by
<br /> Licensee or reimbursed by Licensee to E Team.
<br /> 8. Confidentiality and Publicity.
<br /> 8.1 Confidentiality Obligation. "Confidential Information" means all written or oral information designated as
<br /> confidential at the time of disclosure that is disclosed in connection with this Agreement including, without
<br /> limitation, computer programs, software, formulas, data, inventions, techniques, strategies, trade secrets, plans for
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