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2. PERMITTED CUSTOMIZATIONS Questice also grams the Licensee anon-sublicensable, non-exclusive, non-transferable dgM to create, or to have created on its behalf, "Permitted Customizations" to the executable code components of the Software solely for internal use and only for use as part of and in conjunction with the related Software. "Permitted Customizations" iscustom software or reports which are developed that access or interact with the Software or its assodated database(s). The Licensee may only create Permitted Customizations that do not require access and changes to the source code. The Licensee may only create Permitted Customizations that do not require the source code of the Software to create the Permitted Customizations, and access the executable code version of the Software or its assodated databases in a way that is reasonably practical without access to the source code of the Software at any time. Permitted Customisations Do Not Inhibit Quesiica's Rioht to Innovate. Independently, Questice is corninually innovating and improving its software to meet the needs of its customers. The Licensee acknowledges that, while it has the ability to create its own Permitted Customizations, Questica must not be prevented from continuing to develop and enhance its software in any respect, even if such modifications may be similarto the Permitted Customizations in functionality, appearance or otherwise. Therefore, if Questica develops any modif cations which may be similar to the Permitted Customizations, Licensee agrees to not make any claim against Questica for infringement of any of its (or its subcontractors) rights in or to the Permitted Customizations. Questica shall not directly incorporate irno its modifiptions any original source code independently developed by the Licensee. 3. RESTRICTIONS ON USE Except as set forth herein, Licensee shall (a) not copy the Software except to copy it onto the site computers being used by Licensee and to make one copy of the Software solely for backup or testing purposes; (b) not copy any of the Documentation for any use outside the site; (c) not assign this Agreement or transfer, lease, export orgrant asub-Licensee of the Work or the license contained herein to any Person or organization except as and when authorized to do so by Questica in writing; (d) not reverse engineer, decompile or disassemble the Software; (e) not use the Work except as authorized herein; (f) take such precautions with respect to the Software, as it would take to protect its own proprietary software or hardware or information. For the purposes of this Agreement, "Person" indudes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any otherjudicial entity recognized bylaw. 4. PRICING AND PAYMENT . c'~. x...;,4.1 LICENSE FEE ... ~ ,- ,.~ ., .. _x . For the right and license granted to Licensee pursuarn to the terms of and for the term of this agreement, ~~_ .,,, Licensee shall pay a fee in the amount of 38 625. This fee shall be,paid tq questice with the following terms: Net payable 38 625 Such fees shall be paid by Licensee within thirty (30) days from the later of a) the date of receipt of invoice or b) the invoice date. The 38 625 fee includes: The TEAMBUDGET Solution Framework $7,500 5 Per-User Licensed Users- Capital $6,000 25 Per-User Licensed Users- Operating $30,000 Actual Cost Module $5,000 Email Notification Module $3,000 Promotional Discount ($12,875) Page 2 of 11