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<br />v. Ongoing access to the system via an Internet connection acceptable to Harris, from Customer’s
<br />remote access server to the Harris datacenter, to enable monitoring; and
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<br />vi. A representative with authority to approve the plans and deliverables described in Schedule “A”
<br />if so required.
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<br />(c) Ownership. Customer agrees that Harris may install, access, and run certain scripts and other software
<br />tools on Customer’s hardware as required by Harris to perform the Services (the “Harris Tools”). Customer
<br />acknowledges and agrees that Harris is and shall remain the sole owner of all such Harris Tools, including all
<br />copyright, patents, trademarks, trade secrets, and other intellectual property rights therein, and Customer is
<br />granted no license to access or use the Harris Tools. Customer may retain a paper or pdf copy of any reports
<br />provided by Harris to Customer as part of the Services, however Harris is and shall remain the owner of all
<br />copyright, patents, trademarks, trade secrets, and other intellectual property rights in and to such reports.
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<br />3. Fees.
<br />(a) Fees. In consideration of providing the Services, Customer agrees to pay the fees set out in Schedule “A” (the
<br />“Fees”) to Harris. During the term of this Agreement, Harris shall, from time to time, deliver invoices to Customer. Each
<br />invoice delivered to the Customer by Harris shall be due and payable upon receipt thereof by the Customer.
<br />(b) Taxes. The Fees are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or
<br />local income taxes, value added taxes, use, personal, property, sales, and any other taxes, tariff, duty or similar charges
<br />that may be levied by a taxing authority (excluding taxes on Harris’s net income) (“Taxes”) unless it provides Harris with
<br />a tax exemption certificate acceptable to the applicable taxing authorities. Harris will reimburse Customer to the extent
<br />Taxes paid by Customer are recovered by Harris from the taxing or governmental authority. To the extent that Taxes
<br />may only be refunded to Harris, Harris agrees to cooperate reasonably with Customer’s obtaining a refund or
<br />reimbursement of the Taxes. In the event that Customer is obliged by law to withhold any tax with respect to a
<br />payment to Harris, Customer will (a) withhold the appropriate amount from the payment; (b) pay the withheld amount
<br />to the applicable authority, as required by law, and (c) furnish to Harris certified copies of tax receipts and any other
<br />documentation reasonably requested by Harris as proof of Customer’s payment of the withholding tax.
<br />(c) Late Payment. In the event Customer fails to pay all or any portion of an invoice on or before thirty (30) days
<br />after the date it becomes due, in addition to all other remedies Harris has under this Agreement or otherwise, Harris
<br />shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any
<br />such Services shall not relieve the Customer of its obligation to pay its outstanding invoices, including any applicable
<br />late charges.
<br />4. Warranty
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<br />(a) Warranty. Harris warrants that the Services will be performed in a professional and diligent manner by
<br />personnel who are competent in performing their individual tasks.
<br />(b) DISCLAIMER. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE LIMITED WARRANTY
<br />PROVIDED IN SECTION 4(a), THE SERVICES ARE PROVIDED TO THE CUSTOMER “AS IS” AND THERE ARE
<br />NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL,
<br />ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,
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