Professional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal

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or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on EmNet's income. 8.5 Pam. Customer shall pay all Fees and Reimbursable Expenses on or prior to the due date set forth in Schedule A. Customer shall make all payments hereunder in US dollars by ACH or other immediately available funds. Customer shall make payments to the address or account specified in Schedule A or such other address or account as EmNet may specify in writing from time to time. 8.6 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: EmNet may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; Customer shall reimburse EmNet for all costs incurred by EmNet in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and if such failure continues for 5 days following written notice thereof, EmNet may suspend performance of the EmNet Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. 8.7 No Deductions or Setoffs. All amounts payable to EmNet under this Agreement shall be paid by Customer to EmNet in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law). 9. Intellectual Prooertv Riahts. 9.1 EmNet Services and EmNet Materials. All right, title and interest in and to the EmNet Services and EmNet Materials, including all Intellectual Property Rights therein, are and will remain with EmNet and the respective rights holders in the Third -Party Materials. Customer has no right, license or authorization with respect to any of the EmNet Services or EmNet Materials (including Third -Party Materials) except as expressly set forth in Section 3.1 or the applicable third -party license, in each case subject to Section 3.3 All other rights in and to the EmNet Services and EmNet Materials (including Third -Party Materials) are expressly reserved by EmNet and the respective third - party licensors. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to EmNet an assignment of all right, title and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. 9.2 Customer Data. As between Customer and EmNet, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 9.3. 9.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data to EmNet, its Subcontractors and the EmNet Personnel. 10. Confidentiality. E