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t a: <br />Penalties shall take the form of credits which the Customer may apply against existing and future ETA invoices. A <br />cumulative maximum of 25% of total monthly fees shall apply. <br />Customer system maintenance obligations <br />In addition to the responsibilities identified in this Section 5, the Customer shall: <br />• Answer questions regarding custom¢ation, such as route configuration, schedules, and standard operating <br />procedures <br />■ Provide a meeting facility to train staff <br />■ Provide custom graphics for traveler information systems (i.e. corporate colors, logos, etc.) <br />■ Review and accept agency -speck design documentation and acceptance test procedures <br />■ Participate in scheduled project status and customer satisfaction calls <br />■ Pay all invoices according to the applicable payment terms <br />■ Provide 24-hour access to the Customer's facilities, vehicles and systems required for ETA to perforin <br />required tasks (subject to Customer's security requirements) <br />■ Provide technical and administrative support to ETA's on-site personnel (office supplies, photocopying, <br />network access, etc.) <br />General provisions <br />Intellectual property <br />Retention of ETA rights in hardware products <br />All proprietary and intellectual property rights, including copyrights or trademarks in the Hardware Products, if any, <br />and any modifications thereto shall remain the sole and exclusive property of ETA. <br />Retention of ETA rights in software products <br />As between ETA and Licensee, all proprietary and intellectual property rights, title and interest in the Software <br />Products and any Updates, Upgrades, and any other modification to the Software Products and associated <br />documentation shall be and remain the sole and exclusive property of ETA. The Licensee has no proprietary or <br />intellectual property rights title or interest in the Software Products or any Updates, Upgrades, or any modification <br />to the Software Products or associated documentation. Unless ordered by a court ofjudsdiction, or if required by <br />law, Licensee not at any time disclose, furnish, or make available to anyone the source and executable code of the <br />software or related documentation or other confidential information of ETA. Licensee's use of the Software <br />Products and any Updates, Upgrades, and any other modification to the Software Products and associated <br />documentation shall be subject to the terms and conditions of the Software Subscription Agreement. <br />20 • Agreements ® System support agreement > General provisions Initials: <br />