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9. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or <br />other governmental charges. Harris shall be responsible for paying all taxes, fees, <br />assessments and premiums of any kind payable on its employees and operations. Any tax <br />Harris may be required to collect or pay upon the sale, use or delivery of the support and <br />maintenance services described in this Support and Maintenance Agreement shall be paid <br />by Organization and such sums shall be due and payable to Harris upon receipt of an <br />invoice therefore. Any taxes levied in relation to the services required for a Release shall <br />be paid by Organization. The Organization shall be responsible for the payment of any <br />applicable duties and sales/consumption taxes. <br />I.O. The initial term of this Support and Maintenance Agreement shall begin on the Start Date <br />and end on December 31" of the same year. Thereafter, this Support and Maintenance <br />Agreement shall automatically renew on an annual basis, unless terminated by either <br />party upon giving to the other not less than 90 days' notice in writing prior to the end of <br />the initial term or any subsequent anniversary of such date. Organization shall pay the <br />then prevailing Support and Maintenance Fee in advance for each term of the Support <br />and Maintenance Agreement and where the notice of non -renewal has not been provided <br />in accordance with these terms, the Organization is obliged to pay the Support and <br />Maintenance Fee for the then applicable term.. The termination of this Support and <br />Maintenance Agreement by Organization shall not affect the License or the Software <br />License Agreement. Harris shall neither refund any Support and Maintenance Fees nor <br />any Billable Fees if this Support and Maintenance Agreement is terminated. <br />Organization acknowledges that if this Support and Maintenance Agreement is <br />terminated, then it will not be eligible to receive the benefits of this Support and <br />Maintenance Agreement including the right to Releases or to access the source code in <br />escrow upon the occurrence of any Event of Default. <br />1 1. Title to and ownership of all proprietary rights in the Releases and all related proprietary <br />information supplied by Harris in providing the services pursuant to this Support and <br />Maintenance Agreement shall at all times remain with Harris, and Organization shall <br />acquire no proprietary rights by virtue of this Support and Maintenance Agreement. <br />12. Harris shall have the right to terminate this Support and Maintenance Agreement <br />immediately if - <br />(a) Organization attempts to assign this Support and Maintenance Agreement or any <br />of its rights hereunder, or undergoes a Reorganization, without complying with <br />the License Agreement; or <br />(b) Organization has not paid an invoice within ninety (90) days of the start of a <br />renewal term. <br />13. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in <br />accordance with the provisions of the License Agreement. <br />14. Either party's lack of enforcement of any provision in this Support and Maintenance <br />Agreement in the event of a breach by the other shall not be construed to be a waiver of <br />-3- <br />