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SOW shall be attached to and incorporated into this Agreement as an Exhibit <br />through an Amendment to the Agreement signed by both Parties. Except as <br />otherwise provided, any Additional Services to be performed by Balancing Act <br />shall be subject to the terms of this Agreement. <br />C. Fees. Client shall pay Balancing Act pursuant to the Fee Schedule selected by <br />Client and attached hereto as Exhibit "C." The total amount to be expended <br />during the Tenn of this Agreement shall not exceed $55,000. <br />2. FEE PAYMENT AND TINTING. <br />A. Fees. In consideration of Balancing Act's granting of access to the Site and <br />performance of the Services, hereunder, Client shall pay Balancing Act fees, and <br />reimburse Balancing Act for expenses, each in the amounts and in accordance <br />with the payment terms and conditions specified in this Agreement and on <br />Exhibit C attached hereto (collectively, the "Fees"). <br />B. Late Payment. Except with respect to amounts disputed in good faith, all amounts <br />due under this Agreement, if not paid within 45 days of the due date, shall be <br />considered late and shall accrue interest at the rate of one and one-half percent per <br />month or the highest amount allowed by applicable law, whichever is less. <br />Should collection activities become necessary, Client agrees to pay all fees <br />relating to said activity. <br />C. Client's Failure to Pay. Client's incurring of a late payment (as determined in <br />accordance with Section 2(B)) shall be considered a material breach of this <br />Agreement. As such, until such breach is cured by way of full payment, Balancing <br />Act may (i) refuse to deliver the reports, materials, and other deliverables that it <br />would otherwise be obligated to deliver hereunder, (ii) cease performance of any <br />Services, (iii) issue a notice ofnon-payment to Client, which, if not satisfied within <br />15 days after the receipt thereof, shall constitute grounds for Balancing Act to <br />terminate this Agreement or the SOW applicable to the Services. These rights are <br />not exclusive, and Balancing Act reserves its right to seek any other rights or <br />remedies provided in law or equity. <br />D. Taxes. All amounts payable to Balancing Act as specified herein are in United <br />States dollars. Client shall be responsible for any taxes imposed on the transactions <br />contemplated by this Agreement, including all sales, use, value-added, excise and <br />other similar taxes (but specifically excluding taxes in, or measured by, Balancing <br />Act's income), <br />2 <br />