Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 7 of 41 and in the manner permitted under applicable law provided that such Aggregated Statistics do not identify Organization or Organization’s Confidential Information. ARTICLE III FEES AND PAYMENT 3.1 Fees. (a) In consideration of receiving the Cayenta Offerings, Organization agrees to pay to Harris the Fees set out in the applicable CS Order, without setoff or deduction. (b) License Fees applicable to the Perpetual-Use Software and Annual Subscription Fees applicable to the Subscription Software are set out in the applicable CS Order. (c) Organization shall pay the then prevailing Support Fees (including any Third-Party Software related fees) in advance for each Support Term. Where notice of non-renewal of a Support Term has not been provided in accordance with Section 4.3, Organization is obliged to pay the Support Fees for the next applicable Support Term. (d) The Fees are exclusive of taxes. Organization agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on Harris’ net income). Organization will provide Tax-Exempt document as appropriate to justify waiver from certain taxes. (e) If any Fees remain unpaid for thirty (30) days after the due date set out in an invoice, Harris may assess a finance charge of one and one-half percent (1.5%) per month, or such maximum rate allowed by law, on any outstanding portion of the Fees. In addition, Organization shall be liable for any expenses reasonably incurred by Harris in collecting amounts owed by Organization under this Agreement. (f) If Organization fails to make any payment when due in accordance with a CS Order, then, without limiting Harris’ other rights and remedies, Harris may in its sole discretion suspend access to the Software and to the Support Services related to the applicable Software. 3.2 Audit Rights and Required Records. The Fees will be calculated by the Harris on an annual basis through an automatic audit process. Notwithstanding, Organization agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for period of three (3) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Harris may, at its own expense, on reasonable prior notice, periodically inspect and audit Organization’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Organization has underpaid Harris with respect to any amounts due and payable during the Term, Organization shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 3.1(d). Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.