10-24-11 Regular Meeting of La Porte City Council

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3.5 No Transfer of Title This Agreement does not transfer to Client title to any Software, intellectual property contained in any Software, or Confidential and Proprietaiv Information. Title to Hart Proprietaiv Software and all copies thereof, and all associated intellectual property rights therein, will remain in Hart. Title to Non -Hart Software and all copies thereof, and all associated intellectual property rights therein, will remain in the applicable third -party licensor. 3.6 Inherently Dangerous Applications The Software is not developed or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous applications. Client shall not use the Software in any inherently dangerous application and agrees that Hart and any third - party licensor will not be liable for any claims or damages arising from such use. 4. ANNUAL FEE 4.1 Amount of Annual Fee The Annual Fee is a combined licensing, sublicensing, and support fee. Client will pay Hart an Annual Fee upon execution of this Agreement and annually thereafter before each Anniversaiv Date. The amount of the Initial Annual Fee, payable upon execution of this Agreement, is the amount specified as the "Initial Annual Fee" on Schedule D, Initial Annual Fee. Subsequent Annual Fees are due annually before each Anniversaiv Date of this Agreement. Hart may adjust the amount of the Annual Fee payable on each Anniversaiv Date by notifiTing Client of any price changes with the invoice in which the adjustment is made. Unless adjusted by Hart, each Annual Fee will be the same as the immediately preceding Annual Fee. 4.2 Invoices Hart will invoice Client annually ninety (90) calendar days before the due date of the Annual Fee. 4.3 Pay- inents Client must pay each invoiced Annual Fee before the Anniversaiv Date immediately following the date of invoice. If Client elects not to or fails to timely pay an Annual Fee, this Agreement and the licenses, sublicenses, and software support services will automatically terminate on such Anniversaiv Date. All payments are to be made to Hart at its principal office in Austin, Texas, as set forth on the Signature Page or to such other location as may be designated by Hart in a notice to Client. 4.4 Additional Charges Additional charges may apply to services rendered outside contracted hours or beyond normal coverage at Client's request, e.g., travel expenses, and premium and minimum charges. There will be an additional charge at Hart's current technician's rate per hour for any technical work required as a result of other than Hart- recommended equipment purchased by the Client for use with the HVS. Any other additional charges must be mutually agreed to by Hart and Client and documented in an amendment to this Agreement. 4.5 Payment Disputes If any dispute exists between the parties concerning the amount due or due date of any payment, Client shall promptly pay the undisputed portion. Such payment will not constitute a waiver by Client or Hart of any of their respective legal rights and remedies against each other. 4.6 Taxes If Client is tax - exempt, Client will provide Hart with proof of its tax - exempt status. If Client is not tax - exempt, (a) Client will pay any tax Hart becomes obligated to pay in connection with this Agreement, exclusive of taxes based on the net income of Hart and (b) Client will pay all personal property and similar taxes assessed after shipment. If Client challenges the applicability of any such tax, Client shall pay the tax and may thereafter seek a refund. Client is responsible for all Page 7 of 21 HVS License Agreement — Rev. 09 -2011