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(b) Train n.g. Licensor shall provide Licensee with the training services described on Exhibit A, if any,
<br />for one (1) year following the Effective Date and thereafter during each Renewal Term. Additional
<br />training services may be available for an additional fee.
<br />(c) Data Migration. Licensor shall assist Licensee with the migration of certain Licensee client data to
<br />the Software, as reasonably necessary to onboard Licensee's Authorized Users, subject to payment by
<br />Licensee of the data migration fee set forth in Exhibit A, if any.
<br />5. Dees and [!Unj i)t.
<br />(a) Fees. Licensee shall pay Licensor the fees ("Fees") set forth in Exhibit A without offset or deduction.
<br />Licensee shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A.
<br />If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i)
<br />Licensor may charge interest on the past due amount at the rate of 1.5% per month calculated daily and
<br />compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Licensee shall
<br />reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including
<br />reasonable attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for
<br />ninety (90) days following written notice thereof, Licensor may prohibit access to the Software until all
<br />past due amounts and interest thereon have been paid, without incurring any obligation or liability to
<br />Licensee or any other person by reason of such prohibition of access to the Software.
<br />(b) Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and
<br />similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes,
<br />duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority
<br />on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor's income.
<br />(c) Auditing Rights bhts and Recwired Records. Licensee agrees to maintain complete and accurate records in
<br />accordance with generally accepted accounting principles during the Term and for a period of two (2) years
<br />after the termination or expiration of this Agreement with respect to matters necessary for accurately
<br />determining amounts due hereunder. Licensor may, at its own expense, on reasonable prior notice,
<br />periodically inspect and audit Licensee's records with respect to matters covered by this Agreement,
<br />provided that if such inspection and audit reveals that Licensee has underpaid Licensor with respect to any
<br />amounts due and payable during the Term, Licensee shall promptly pay the amounts necessary to rectify
<br />such underpayment, together with interest in accordance with Section 5(a). Licensee shall pay for the costs
<br />of the audit if the audit determines that Licensee's underpayment equals or exceeds five percent (5%) for
<br />any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and
<br />continue for a period of two (2) years after the termination or expiration of this Agreement.
<br />6 Confidential Information. From time to time during the Term, Licensor may disclose or make available to
<br />Licensee information about its business affairs, products, confidential intellectual property, trade secrets,
<br />third -party confidential information, and other sensitive or proprietary information that is marked, designated
<br />or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential
<br />Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known
<br />to Licensee at the time of disclosure; (c) rightfully obtained by Licensee on a non -confidential basis from a
<br />third party; or (d) independently developed by Licensee. Licensee shall not disclose Licensor's Confidential
<br />Information to any person or entity, except to Licensee's employees who have a need to know the
<br />Confidential Information for Licensee to exercise its rights or perform its obligations hereunder.
<br />Notwithstanding the foregoing, Licensee may disclose Confidential Information to the limited extent required
<br />in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply
<br />with applicable law, provided that Licensee, making the disclosure pursuant to the order, shall first have given
<br />written notice to Licensor and made a reasonable effort to obtain a protective order. On the expiration or
<br />termination of the Agreement, Licensee shall promptly return to Licensor all copies, whether in written,
<br />electronic, or other form or media, of Licensor's Confidential Information, or destroy all such copies and
<br />certify in writing to Licensor that such Confidential Information has been destroyed. Licensee's obligations of
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