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privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions <br /> and restorations of any of the foregoing, now or hereafter in force and effect worldwide. During the term of this <br /> Agreement, subject to the terms and conditions set forth herein, Client will have a personal, non-transferable, <br /> non-exclusive, right and license to use the Work Product solely for the Software and internal business purposes <br /> of Client. Client will at all times retain all intellectual property rights in all Client Data (as defined in the License <br /> Agreement) and any proprietary information and materials provided by Client in connection with the Services <br /> provided hereunder. <br /> b. For purposes of this Agreement, as between Innovative and Client, any intellectual property in the Innovative <br /> Products to the extent owned by any third party will be and remain the exclusive property of such third party. <br /> c. Client acknowledges that Innovative is engaged in the process of continuously improving its products which <br /> provide software solutions to manage libraries for a wide variety of clients and that Innovative will continue <br /> these activities. Nothing in this Agreement will be deemed to preclude or limit Innovative from using intellectual <br /> property developed in the provision of the Services hereunder and/or developing any products, end-user <br /> services, or other deliverable materials for itself or other clients, so long as such services and/or products do <br /> not incorporate Client's Confidential Information or Client Data. <br /> d. If, in the course of receiving the Services, Client Data is provided by Client or its vendors to Innovative, such <br /> Client Data will be managed in accordance with the License Agreement. <br /> 4. Fees; Expenses; Payment Terms. <br /> a. In consideration for the Services, Client agrees to pay the fees set forth in each applicable SOW or Pricing <br /> Exhibit(the"Fees"). Additionally, Client will be responsible for all reasonable out-of-pocket costs and expenses <br /> (e.g. travel, copying and courier services) incurred by Innovative in its performance of this Agreement. <br /> b. All Fees and expenses will be billed up to twice monthly in arrears or as may otherwise be specified in the <br /> applicable SOW or Pricing Exhibit. All Fees, expenses and any other amounts owing under this Agreement are <br /> due and payable on the terms set forth in the Pricing Exhibit. All amounts stated herein and all Fees determined <br /> hereunder are in U.S. dollars. <br /> c. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the <br /> delivery of the Services, all of which Client will be responsible for and will pay in full, other than taxes based on <br /> Innovative's net income. Client will provide Innovative its state-issued Direct Pay Exemption Certificate (or <br /> equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing <br /> authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this <br /> Agreement at any time, Client and not Innovative,will be solely responsible for payment of such additional taxes <br /> and all costs associated with such assessment, including without limitation, interest, penalties and attorney's <br /> fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to <br /> withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative <br /> will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would <br /> have received had no withholdings or deductions been made. <br /> d. Any invoices not paid when due will accrue interest at a rate of 1% per month or the maximum rate permitted <br /> by law, whichever is greater. <br /> 5. Limited Warranty. <br /> a. Innovative warrants, solely for the benefit of Client, that all Services rendered pursuant to this Agreement will <br /> be performed in professional manner consistent with industry practices. Innovative agrees to re-perform any <br /> Services not in compliance with this warranty brought to its attention within thirty(30) days after those Services <br /> are performed. <br /> b. Innovative warrants, solely for the benefit of Client that for a period of 30 (thirty) days after delivery, the Work <br /> Product delivered will perform in accordance with the specifications contained in the applicable SOW. <br /> Innovative agrees to correct any such Work Product not in compliance with this warranty brought to its attention <br /> within the foregoing warranty period. <br /> Page 4 of 13 <br />