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to affect the required licensing of any additional quantities or levels. Reasonable costs of SAP's audit shall be paid by Licensee if the
<br />audit results indicate usage in excess of the licensed quantities or levels. SAP reserves all rights at law and equity with respect to
<br />both Licensee's underpayment of License fees or SAP Support fees and usage in excess of the license quantities orlevels.
<br />4. PRICE, PAYMENT, AND DELIVERY.
<br />4.1 Fees. Licensee shall pay to SAP license fees for the Software and fees for SAP Support on the terms in Software Order Forms
<br />hereto. Fees for consulting services will be paid as set forth in the Professional Services Schedule. Any fees not paid when due
<br />shall accrue interest at the rate of 18% (eighteen percent) per annum, but not to exceed the maximum amount as allowed bylaw.
<br />4.2 Taxes. Fees and other charges described in this Agreement do not include federal, state or local sales, foreign withholding,
<br />use, property, excise, service, or similar transaction taxes ("Tax(es)") now or hereafter levied, all of which shall be for Licensee's
<br />account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to SAP prior to the execution of this
<br />Agreement. If SAP is required to pay Taxes, Licensee shall reimburse SAP for such amounts. Licensee hereby agrees to indemnify
<br />SAP for any Taxes and related costs, interest and penalties paid or payable by SAP.
<br />4.3 Delivery of the Software and SAP Support. SAP will deliver the Software and SAP Support by making it available for electronic
<br />download through the SAP ServiceMarketplace (htto://service.sao.com/swdc) to Licensee. Risk of loss passes at the time of such
<br />electronic delivery. Licensee agrees not to request any physical delivery of Software or SAP Support and should it occur that any
<br />such delivery will be rejected by Licensee. Licensee agrees and understands that the calculation of Taxes may be affected by the
<br />delivery method and delivery location of the Software and corresponding SAP Support.
<br />5. TERM.
<br />5.1. Term. This Agreement and the license granted hereunder shall become effective as of the date first set forth in the first
<br />Software Order Form issued under these GTCs, and shall continue in effect thereafter unless this Agreement is terminated upon the
<br />earliest to occur of the following: (i) thirty days after Licensee gives SAP written notice of Licensee's direction to terminate this
<br />Agreement, for any reason, but only after payment of all license and SAP Support fees then due and owing; (ii) thirty days after SAP
<br />gives Licensee notice of Licensee's material breach of any provision of the Agreement (other than Licensee's breach of its obligations
<br />under Sections 6, 10 or 11, which breach shall result in immediate termination), including more than thirty days delinquency in
<br />Licensee's payment of any money due hereunder, unless Licensee has cured such breach during such thirty day period; (iii)
<br />immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors. For the
<br />avoidance of any doubt, termination of the Agreement shall strictly apply to all licenses under the Agreement, its appendices,
<br />schedules, addenda and order documents and any partial termination of the Agreement by Licensee shall not be permitted in respect
<br />of any part of the Agreement, its appendices, schedules, addenda, orderdocuments.
<br />5.2 End of Term Duties. Upon any termination hereunder, Licensee and its Affiliates shall immediately cease Use of all SAP
<br />Materials and Confidential Information. Within thirty (30) days after any termination, Licensee shall irretrievably destroy or upon
<br />SAP's request deliver to SAP all copies of the SAP Materials and Confidential Information in every form, except to the extent it is
<br />legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period. Licensee
<br />must certify to SAP in writing that it has satisfied its obligations under this Section 5.2. Licensee agrees to certify in writing to SAP
<br />that it and each of its Affiliates has performed the foregoing. Sections 3, 4, 5.2, 6, 7.2, 8, 9, 10, 12.4, 12.5, 12.6 and 12.8 shall
<br />survive such termination. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments
<br />made by Licensee. Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid.
<br />6. INTELLECTUAL PROPERTY RIGHTS.
<br />6.1 Reservation of Rights. The SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and
<br />exclusive property of SAP, SAP AG (the parent company of SAP) or its or their licensors, subject to any rights expressly granted to
<br />Licensee in Section 2 and 6.3 herein. Except for the rights set forth in Section 6.3 herein, Licensee is not permitted to modify or
<br />otherwise make derivative works of the Software. Any such unauthorized works developed by Licensee, and any Intellectual
<br />Property Rights embodied therein, shall be the sole and exclusive property of SAP or SAP AG.
<br />6.2 Protection of Rights. Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source
<br />code from the object code of the Software in any manner. Reverse engineering of the Software and other SAP Materials is
<br />prohibited. Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to
<br />create the necessary backup copies of the Software. Backup copies on transportable discs or other data media must be marked as
<br />backup copies and bear the same copyright and authorship notice as the original discs or other data media. Licensee must not
<br />change or remove SAP's copyright and authorship notices.
<br />6.3 Mod ifications/Add-ons.
<br />6.3.1 Conditioned on Licensee's compliance with the terms and conditions of this Agreement, Licensee may make Modifications
<br />and/or Add-ons to the Software in furtherance of its permitted Use under this Agreement, and shall be permitted to use Modifications
<br />and Add-ons with the Software in accordance with the License grant to the Software set forth in Section 2.1.1 herein. Licensee shall
<br />comply with SAP's registration procedure prior to making Modifications or Add-ons. All Modifications and all rights associated
<br />therewith shall be the exclusive property of SAP and SAP AG. All Add-ons developed by SAP (either independently or jointly with
<br />Licensee) and all rights associated therewith shall be the exclusive property of SAP and SAP AG. Licensee agrees to execute those
<br />documents reasonably necessary to secure SAP's rights in the foregoing. All Add-ons developed by or on behalf of Licensee without
<br />SAP's participation ('Licensee Add -on"), and all rights associated therewith, shall be the exclusive property of Licensee subject to
<br />SAP's rights in and to the Software; provided, Licensee shall not commercialize, market, distribute, license, sublicense, transfer,
<br />assign or otherwise alienate any such Licensee Add-ons. SAP retains the right to independently develop its own Modifications or
<br />Add-ons to the Software, and Licensee agrees not to take any action that would limit SAP's sale, assignment, licensing or use of its
<br />own Software or Modifications or Add-ons thereto.
<br />6.3.2 Any Modification developed by or on behalf of Licensee without SAP's participation or Licensee Add -on must not (and subject
<br />to other limitations set forth herein): enable the bypassing or circumventing any of the restrictions set forth in this Agreementand/or
<br />provide Licensee with access to the Software to which Licensee is not directly licensed; nor permit mass data extraction from
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<br />SAP General Terms and Conditions enUS.v.5-2011
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