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5 <br /> 7. All Updates of the Software and all those services listed in Exhibit 2 which are included <br /> as part of Organization's Software support will be made available to Organization at no <br /> additional charge other than the payment of the Support and Maintenance Fee. <br /> 8. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or <br /> other governmental charges. Harris shall be responsible for paying all taxes, fees, <br /> assessments and premiums of any kind payable on its employees and operations. Any tax <br /> Harris may be required to collect or pay upon the sale, use or delivery of the support and <br /> maintenance services described in this Support and Maintenance Agreement shall be paid <br /> by Organization and such sums shall be due and payable to Harris upon receipt of an <br /> invoice therefore. Any taxes levied in relation to the services required for a Release shall <br /> be paid by Organization. For the sake of clarity, all of the fees listed in this Support and <br /> Maintenance Agreement are not inclusive of any applicable taxes: the Organization shall <br /> be responsible for the payment of any applicable duties and sales/consumption taxes. <br /> 9. The initial term of this Support and Maintenance Agreement shall be for one year <br /> beginning on the Start Date or as the initial term has been modified pursuant to Section 5. <br /> Thereafter, this Support and Maintenance Agreement shall automatically renew on an <br /> annual basis, unless terminated by either party upon giving to the other not less than 90 <br /> days' notice in writing prior to the end of the initial term or any subsequent anniversary <br /> of such date. Organization shall pay the then prevailing Support and Maintenance Fee in <br /> advance for each term of the Support and Maintenance Agreement and where the notice <br /> of non-renewal has not been provided in accordance with these terms, the Organization is <br /> obliged to pay the Support and Maintenance Fee for the then applicable term. The <br /> termination of this Support and Maintenance Agreement by Organization shall not affect <br /> the License or the Software License Agreement. Harris shall neither refund any Support <br /> and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement <br /> is terminated. Organization acknowledges that if this Support and Maintenance <br /> Agreement is terminated,then it will not be eligible to receive the benefits of this Support <br /> and Maintenance Agreement including the right to Releases or to access the source code <br /> in escrow upon the occurrence of any Event of Default. <br /> 10. Title to and ownership of all proprietary rights in the Releases and all related proprietary <br /> information supplied by Harris in providing the services pursuant to this Support and <br /> Maintenance Agreement shall at all times remain with Harris, and Organization shall <br /> acquire no proprietary rights by virtue of this Support and Maintenance Agreement. <br /> 11. Harris shall have the right to terminate this Support and Maintenance Agreement <br /> immediately if: <br /> (a) Organization attempts to assign this Support and Maintenance Agreement or any <br /> of its rights hereunder, or undergoes a Reorganization, without complying with <br /> the License Agreement; or <br /> (b) Organization has not paid an invoice within ninety (90) days of the start of a <br /> renewal term. <br /> -3- <br /> 13 <br />