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4.6 ADDITIONAL CUSTOMIZATION AND OTHER FEES Questice may provide other customization or support services in addition to those outlined in this Agreement. Such customization and other fees shall be paid by Ucensee within thirty (30) days from the later of a) the date of receipt of invoice or b) the invoice date. Questica will not begin any customisation or other services without the written approval of the Licensee. Below are Questica's standard rates: Hours Data Conversion $175/hr Custom Services $175/hr Business Consultation $175/hr Travel Costs Travel Time Not Applicable Travel -via auto $.70/km Travel /Rental Car Actual Cost Per Diem $75 per Day Lodging Actual Cost 4.7 ESCALATION OF FEES Questica may, in its sole discretion, increase the Annual Product Maintenance Fee and/or the Customization and Other Fees, as referred to in Section 4.6, upon two months prior written notice thereof to the Licensee. Such increases shall not exceed the annually adjusted All-items Consumer Price Index (CPI) of the Toronto area. 4.8 WAIVER OF FEE ESCALATION Questice may, in its sole discretion, waive the escalation provided for in Section 4.7 for any particular year, years, or part of a year. No such waiver shall preclude Questica from applying the escalation to any subsequent year or part of a year, and from making the subsequent application as if all subsequent escalations had been duly made over the period since the date of the last increase. 4.9 GENERAL Theticense Fee, P.nnual Product Maintenance Fees and,all c4stortlization and other fees are exclusive of i ~ -._ ` `I 'all sales, use or other taxes, customs duties grid slmila~'levies,rf'any; payable in or to any judsdiction dr authority ~.vhatsoever, which taxes, duties and levies shalt be the responsibility of the Licensee (other than . taxes on the net income ofQuestica). - All monetary references made in this Agreement are expressed in US dollars 5. OWNERSHIP AND COPYRIGHT Questica is the owner of all intellectual property dghts in the Work, related written materials, logos, names and other support materials provided pursuant to the terms of this Agreement. No title to the intellectual property in the Work or in any magnetic media or other physical media provided therewith is transferred to the Licensee by this Agreement. Questica shall defend Licensee against any claim that the Work infringes a patent, copyright, trademark or other intellectual property right of any third party and Questica will pay resulting cost, damages and reasonable legal fees finally awarded, provided that: (A) Licensee promptly notifies Questica in writing of the claim; and (B) Questica has sole control of the defense and all related settlement negotiations. Page 4 of 11