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5. Price and Payment. City shall pay to Licensor the annual maintenance fee designated for the Software in Schedule A attached hereto and incorporated herein by this reference (the "Maintenance Fee"). The Maintenance Fee shall be payable annually in advance in full without any right of set-off or deduction. Any other amounts payable by City to Licensor under this Agreement shall be paid to Licensor within Sixty (60) days from the date of install. As the price of the software is waived for this install as specified in the attached Software License Agreement, full payment of the amount specified in Schedule "A" of this document for maintenance is due in full upon the date of install. 6. Travel Expenses. City shall reimburse Licensor for any out-of-pocket expenses incurred at City's request, including travel to and from City's site, lodging, meals, telephone and shipping, as may be necessary in connection with the duties performed under this Agreement by Licensor. 7. Adjustments to Terms and Conditions. At any time after the expiration of the initial one year term of this Agreement, Licensor may change its Maintenance Fees, time and material charges and other terms and conditions of this Agreement upon sixty (60) days advance written notice to City. S. Title to Software Systems and Confidentiality. Any changes, additions, and enhancements in the form of new or partial programs or documentation as may be provided under this Agreement shall remain proprietary to Licensor. The Software or any improvements, modifications or changes to the Software provided hereunder and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All applicable rights to patents, copyrights, trademarks, and trade secrets in the Software and the improvements, modifications and changes thereto are and shall remain the proprietary property of Licensor. City shall not sell, transfer, publish, disclose, display or otherwise make available the Software or improvements, modifications or changes thereto or copies thereof to any third parties. City agrees to secure and protect each program, software product and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees who are permitted access to each program or software product to satisfy its obligations hereunder. All copies of the Software, or improvements, modifications or changes thereto made by the City including translations, compilations, partial copies with modifications and updated works are the property of Licensor. Violation of any provisions herein shall be the basis for immediate termination of this Agreement. Termination of this Agreement shall be in addition to and not in lieu of any equitable remedies available to Licensor under applicable law. 9. Exclusion of Liability. LICENSOR MAKES AND CITY RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED BY CITY OF THE POSSIBILITY OF SUCH DAMAGES. 10. Termination. In the event of the termination of the Licensing Agreement, and the end of its term or otherwise, all maintenance fees or charges payable for the term of this 2