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granted herein are reserved by SmartWorks. Customer may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software, the Documentation, Third Party Software and related material supplied by SmartWorks. Customer shall report to SmartWorks any infringement or misappropriation of SmartWorks Intellectual Property Rights or other rights in the Software or the Documentation of which Customer becomes aware. Customer hereby grants to SmartWorks a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into the Software, and any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer relating to the Software. (b) In order to assist SmartWorks with the protection of its proprietary information and Confidential Information and to enable SmartWorks to ensure that the Customer is complying with its obligations, during the Term and for a period of two (2) years thereafter, Customer shall permit Harris, upon reasonable notice, but in no event less than 15 business days, to visit during normal business hours any premises at which the Software is used or installed and shall provide SmartWorks with access to its Software. Such audit shall be at SmartWorks' expense, however, in the event that the audit reveals that Customer is in violation of the usage terms of this Agreement, Customer shall reimburse SmartWorks for such expenses and promptly pay any additional License Fees and Maintenance and Support Fees not properly licensed or paid, such fees will be invoiced at SmartWorks' then current rate. However, in the event that the audit reveals that the Customer is in full compliance of the usage terms of this agreement, SmartWorks shall reimburse the Customer for its reasonably incurred expenses. 6. Required Programs and Hardware (a) Customer acknowledges that the use of the Software shall require that Customer obtain and install additional required minimum third -party software programs as set out in the Documentation and modified from time to time by SmartWorks (the "Required Programs"). Customer agrees that the purchase of the Required Programs shall be at Customer's sole cost and that the cost thereof is not included in the fees herein, including for any future updates about which Customer is provided with commercially reasonable advance notice. (b) Customer acknowledges that the use of the Software requires that Customer have, at a minimum, hardware necessary to run SmartWorks programs as set out in the Documentation and modified from time to time by SmartWorks (the "Required Hardware"). Third Party Software (a) In the event that SmartWorks shall distribute to Customer any Third Party Software, Customer shall pay to SmartWorks in full in advance the license fees listed on the SmartWorks website at www.SmartWorks.com for the Third Party Software. Such license fees are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks' net income). It is acknowledged by the parties that in the event that any Third Party Software is provided by SmartWorks to Customer pursuant to this Agreement, such Third Party Software shall be distributed to Customer by SmartWorks subject to the terms and conditions of the applicable license agreement for such Third Party Software to be entered into directly between Customer and the owner/licensor of such Third Party Software. SmartWorks makes no warranties, express or implied, with respect to the Third Party Software, including, without limitation, their merchantability or fitness for a particular purpose and SmartWorks accepts no liability of any kind whatsoever with respect to the Third Party Software. Any warranty Customer has with respect to the Third Party Software shall be solely provided by the Third Party Software licensor except where this Agreement may expressly state otherwise. Customer shall be responsible for the installation of any Third Party Software unless otherwise agreed by SmartWorks in writing. 8. Maintenance and Support Services Subject to the payment of the Maintenance and Support Fees, Maintenance and Support Services will be provided by SmartWorks in accordance with the Standard Maintenance and Support Services Terms for SmartWorks Products set forth in Schedule "B". 9. Confidential Information. Customer agrees: