SYSTEM INNOVATORS 1 - 2001 - Laserfiche WebLink

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Customer but not specifically listed in this Agreement by providing notice of such change at least 60 days prior to performing such Services. (c) The Enterprise License for Software and Services entitles Customer to process a defined number of payments per year ("Authorized Annual Payment Quantity") as listed in Exhibit 1 of this Agreement. Payments processed in excess of the Authorized Annual Payment Quantity are subject to an additional charge ("Payment Sumharge") of twenty five cents ($0.25) per payment unless this Agreement is amended to increase the Authorized Annual Payment Quantity. 11. Payment Terms. (a) Customer shall pay SII twenty five percent (25%) of the Enterprise License fee specified in this Agreement upon delivery of unmodified SII Software to the Customer and as invoiced by SII. (b) Customer shall pay SII the total price for all Hardware and third-party Sottware licenses specified in this Agreement, as amended, upon delivery of Hardware and third-party SoPavare to the Customer and as invoiced by SII. (c) Customer shall pay SII twenty five percent (25%) of the Enterprise License fee specified in this Agreement upon delivery of customized Software and as invoiced by SII. (d) Customer shall pay SII the remaining fifty percent (50%) of the Enterprise License fee specified in this Agreement upon Acceptance of the customized Software and as invoiced by SII. (e) Customer shall pay SII the total fee for Hardware Support Services and Software Support Services in advance of each Support Period and as invoiced by SII. If Customer terminates Support Services under this Agreement prior to the end of a Support Period, SII shall promptly send a pro-rata refund of the Support fee therefor to the Customer. (f) Customer shall pay SII for all other Customer authorized charges (e.g.: other Services, travel expenses, other billable charges) as Services are provided and as invoiced by SII. (g) If Customer exceeds the Authorized Annual Payment Quantity in any twelve month period following Acceptance, Customer shall (i) pay SII the Payment Surcharge described in paragraph 10.(c) above, or (ii) pay SII an additional Enterprise License fee to increase the Authorized Annual Payment Quantity. (h) All invoiced charges are due upon receipt. Interest, at the rate of one and one half percent (1.5%) per month, will be charged by SII on ail amounts unpaid and outstanding afier thirty (30) days fi.om the date of SIPs provision of an invoice to Customer. 12. Title. SII shall own all rights, title and interest in and to the SotY, vare (including copyright, trade secret, patent, trademark and other proprietary rights) including all customizations, enhancements, modifications, improvements, derivations or other changes thereto, whether made by SII, Customer, or jointly by SII and Customer. Any copies of the Sottware, in whole or in part, which are made hereunder, shall also remain the sole property of SII. 13. License. SII grants Customer, subject to the terms and conditions of this Agreement, a perpetual, nontransferable, non-exclusive license to use the SII Software for its own internal business purposes. 14. Term. This Agreement shall commence on the Effective Date and shall remain in force until terminated according to the provisions of this Agreement. 15. Use and Copying Restrictions. (a) Customer understands that the SII Sof~ware provided under this Agreement contains trade secrets and proprietary information belonging to SII. Customer agrees to hold the SII Sott3vare in trust and confidence and will safeguard the SII Sot~vare to the same extent that Customer safeguards other trade secret information related to its business. SII - Purchase and Software License Agreement 3