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equivant COU ltV,evJJUs.ll ce Solutions Inc d/bfiJ equlv,mt the parties shall modify this Agreement to include the Additional Software on Exhibit A and associated license fee(s) and make any other changes necessary for coverage of the Additional Software hereunder. The terms and conditions of this Software License Agreement shall apply to the Additional Software upon execution of such modification. 4. LICENSE RESTRICTIONS CUSTOMER agrees that it will not itself, or through any parent, subsidiary, affiliate , agent or other third party : a) Sell, lease, license or sublicense the equivant Software or the Documentation, except as authorized by equivant; b) Decompile , disassemble , or reverse engineer the equivant Software , in whole or in part; c) Allow access to the equ ivant Software by any User other than CUSTOMER's employees for CUSTOMER's internal purposes, except as authorized by equivant; d) Write or develop any derivative software of any other software program based upon the equivant Software or any Confidential Information ; e) Use the equivant Software to provide processing services to third parties, or otherwise use the equivant Software on a 'service bureau' basis; f) Provide, disclose , divulge or make available to, or permit use of the equivant Software by any third party without equivant's prior written consent ; or g) Modify the equivant Software. 5 . FEES AND PAYMENTS a. In consideration of the license granted pursuant to Article II , CUSTOMER agrees to pay equivant the fees specified in Exhibit A. All license fees are due and payable in full upon the Effective Date . b. CUSTOMER shall reimburse equivant for all taxes and charges assessed or imposed with respect to amounts payable hereunder, including, without limitation, state and local , occupation, sales , VAT, GST, use or excise taxes paid or payable by equivant, exclusive, however, of taxes imposed on equivant's net income by the United States or any political subdivision thereof. c. equivant reserves the right to apply a late payment charge of 1.5% per month to amounts outstanding more than thirty (30) days after the due date of the invoice. 6 . NON-DISCLOSURE a. CUSTOMER acknowledges that the Confidential Information constitutes valuable trade secrets and CUSTOMER agrees that it shall use Confidential Information solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same, directly or indirectly , to any third party without equ ivant's prior written consent. CUSTOMER agrees to exercise due care in protecting the Confidential Rev. 06022016 3 of 10