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Vp SMART � Gov- SMARTGov Community® Subscription Agreement Community 3.2 PALADIN Trademarks. O 9 SMARMeoPI Community and SMARTGov"' are registered trademarks of PALADIN (the "Paladin Trademarks'). PALADIN hereby grants to CLIENT a non - exclusive, non - transferable, right to use the Paladin Trademarks as long as such use is solely to identify and promote SMARTGov Community, and CLIENT complies with the trademark usage policies and guidelines provided by PALADIN, as may be updated or revised by PALADIN from time to time. CLIENT receives no ownership right in the Paladin Trademarks and agrees not to take any action inconsistent with such ownership. All use of the Paladin Trademarks by CLIENT will inure to the benefit of PALADIN. 3.3 Client Data and Trademarks. CLIENT hereby grants to PALADIN, during the Term, a non- exclusive, non - transferable, license to display the CLIENT name and logo designated by CLIENT for use on the user interface of SMARTGov Community through which CLIENT accesses and uses SMARTGov Community and for the marketing and promotion of SMARTGov. PALADIN receives no ownership right in the CLIENT Data or CLIENT Trademarks. PALADIN may, with CLIENT's consent, use excerpts of CLIENT Data in demonstrations and presentations regarding the SMARTGov Community. 3.4 Ad Hoc Report Writer Software. Exago Inc. is the owner of the ad hoc report writer software (eWebReports) that PALADIN uses as part of SMARTGov Community. Exago Inc. requires End -Users to agree to the provisions listed in the EULA. 4. FEES and PAYMENT 4.1 Fees. (a) Subject to Section 4.1(b), Fees for use of SMARTGov Community are based on the number of add on modules and the number of End -Users licensed hereunder. CLIENT will pay the Fees set forth in the Sales Order. All Fees are payable in United States dollars and are exclusive of any and all taxes. If PALADIN is required to pay any federal, state or local taxes based on the services provided under this Agreement, the taxes shall be invoiced and paid by Client (excluding taxes based on PALADIN's gross receipts or net income). (b) If PALADIN determines based on its electronic monitoring of CLIENT and End -Users under Section 2.1(b) that the actual number of End -Users exceeds the number licensed under this Agreement, then the parties agree that PALADIN reserves the right to amend the Sales Order for any successive Renewal Term to increase the number of End - Users, and the Fees, subject to Section 4.4 herein. 4.2 Expenses. Fees do not include travel, lodging or other expenses related to SMARTGov Community. CLIENT will reimburse PALADIN for all travel, lodging, communications, incidentals and other out -of- pocket expenses as they relate to the services rendered hereunder by PALADIN to CLIENT. CLIENT shall not be responsible for any expenses exceeding the amount estimated in the approved statement of work without prior written authorization and approval by the CLIENT 4.3 Payment PALADIN shall invoice CLIENT, and CLIENT shall pay such invoice within thirty (30) days of invoice date and shall be deemed overdue if they remain unpaid thereafter. All overdue invoices are subject to an interest charge of one and one -half percent (1.5 %) per month, or the maximum rate allowed bylaw, whichever is lower. In addition to any other rights and remedies of PALADIN hereunder, if payment is past due, PALADIN may, in its sole discretion, elect to suspend SMARTGov Community and any other services provided by PALADIN to CLIENT under this Agreement or any other agreement between CLIENT and PALADIN. CLIENT shall make all payments of Fees or expenses in United Slates dollars and directed to: Page 5 Initials — Paladin Client