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09~l17/2009 11:11 91964Q3324 FINANCE PRGE 04
<br />4. PAYMENT OF l?EES
<br />4. T Upon execution of this Agreement, Cn•anicus shalt invoice and the Client agrees to
<br />pay fifty percent (SQ%) of the cost of Granieus Snflware and Professional Services as outlined in
<br />the Proposal.
<br />4.2 Upon delivery of any purchased Hardware to Client, Granicus shall invoice and the
<br />Client agrees to pay the cost of the Hardware (includinng shipping costs) in full, as outlined in the
<br />1'raposal.
<br />4.3 Upon the completion of ]?base 1 Traittixt.g, Gzatxicus shall irxvoice and the Client
<br />agrees to pay the remaining fifty percent {50%) of tl~e cost of Granieus Software axed Pro~'essional
<br />Services as outlined in the Proposal.
<br />4.4 Monthly billing fox Managed Services shall begin upon completion of Plaaso 1
<br />Traiuaing, as agreed upozz in the l?~rapasal.
<br />4.5 Client agrees to pay all invoices froth trranicus within thirty (30) days of receipt of
<br />invoice, provided that Client agrees to pay the Managed Services Fee to Grsnicus on a xrtonthly
<br />basis, no later than the first day of each month in advance of services. Granicus, lxxc. shall send all
<br />inVaiCeS t4:
<br />Name: Tc-dd F._ .Tnrtea
<br />Title: S:hieflnfp,~a~~ ,~'~ePr
<br />Address: P 28^x Rt R1
<br />~llst~e;sum,-~~G Z_'~27~
<br />4.5 Upon renewal of this Agxeenaettt, Granieus xctay include (in which case Client
<br />agrees to pay) a maximum increase of three (3) percent a year on Client's lvtanaged Services Fee.
<br />5. CONTENT PROVIpE~ Tp ~l2~TZCUS
<br />5.1 Responsibilityfor Content. The CIient shall have sole caniral and responsibility
<br />aver the determination of which data and in~orrnatian shall be iuncludetl in the Content that is to be
<br />transmitted, including, if applicable, the determination of which cameras and micraphanes shall be
<br />uperational at any particular time and at any particular location. However, Granicus has the right
<br />(but not the abligatiott) to remove any Cante,at that t;rranicus believes violates any applicable law
<br />or this Agreement.
<br />S.Z Restrictions. Client shall not provide Granicus with, qtly Caxateut that: (i) infringes
<br />azty third party's copyright, patent, trademark, trade secret ar other proprietary rights; (ii) violates
<br />any law, statute, ordinance or regulation, ixxcludixg without liaxaitatian the Laws and regulations
<br />governing export contro] and e-maiUspam; {iii) is defamatory or trade libelous; (iv) is pornographic
<br />ox obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
<br />defamatory, libelous, tlixeatening, imdecent, vulgar, or otherwise objectionable or constitutes
<br />unlawful content or activity; (v) is hatnn£ul to t~aixxars; ax (vi) coxatains any viruses, Trojan horses,
<br />worms, time bombs, or any other similar software, data, or pxogranas that xnay damage,
<br />detritnentally interfere with, izrtercept, or expropriate any system, data, information, or property of
<br />another.
<br />S.3 ~~de~jt cation_ Client agrees to indemnify, defend and hold harmless taranicus,
<br />GaANicus, INC. SSttv~CS,0.oxEEwtErtr 3 Version 4.Q.1
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