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(ii) In accordance with applicable manufacturer authorizations, ePlus grants to Customer a non-
<br />exclusive, non-transferable, perpetual license to use any Product(s) provided hereunder. Customer
<br />agrees to abide by all product licensing provisions or end user agreements imposed by the
<br />manufacturer or publisher. Customer shall not reverse engineer, disassemble, decompile, or
<br />otherwise attempt to discover the source code for the computer software or remove or alter any
<br />trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the software.
<br />Customer represents and warrants that any Product(s) purchased according to the terms of this
<br />Agreement are for Customer's internal use only and are not for resale or further distribution.
<br />Customer agees to indemnify, defend and hold harmless ePlus from and against any and all third
<br />party claims, liabilities, costs and expenses relating to or arising from a breach of this Section
<br />2(A)(ii). ~;
<br />B. Cancellations or partial cancellations for a Product(s) or Services will only be accepted by ePlus after prior
<br />written agreement by ePlus. All cancellations are subject to manufacturer policies and guidelines and
<br />ePlus' ability, pursuant to those policies and guidelines to cancel orders to its manufacturers. Customer
<br />agrees to indemnify the ePlus in full against all expense and to§s related to cancellations.
<br />3. PURCHASE OF SERVICES.
<br />A. Customer may, from time to time, purchase ePlus' Services by executing a written Statement of Work
<br />(hereinafter referred to as a "Statement of Work" or "SOW"). The sole authority to commence effort by
<br />ePlus or to obligate payment by Customer shall be a written SOW executed by both Parties hereto and/or
<br />ePlus' acceptance of Customer's Purchase Order. The Services shall be provided in accordance with the
<br />provisions of this Agreement and the applicable SOW, which shall contain, where applicable, the following
<br />information:
<br />(i) Scope of Work. A statement clearly defining the effort to be performed by ePlus, referencing any
<br />required specifications, proposals, drawings or other documents, along with, if applicable, any named
<br />personnel to be used, including tests to be performed and/or documents to be delivered and
<br />corresponding due dates.
<br />(ii) Price. The total cost of a fixed-price effort or the hourly labor rates of the effort plus a description of
<br />any other costs to be paid by Customer for ePlus' Services, as defined in the SOW. If ePlus is to
<br />receive reimbursement for travel, expenses, per diem and other related charges, appropriate terms and
<br />conditions for such reimbursement of those charges shall be defined in the SOW.
<br />(iii) Payment Terms. A statement of the date and/or event upon which occurrence payment shall become
<br />due and payable to ePlus. As full and complete consideration of the Services to be performed by
<br />ePlus and, for the rights granted/assigned herein, Customer agrees to pay ePlus such fees as mutually
<br />agreed to and set forth in the SOW(s) and corresponding invoice(s), as provided by ePlus. Customer
<br />shall have no right to withhold payment to ePlus for any; reason, nor does it have the right to offset
<br />any amounts paid hereunder with any other obligations'to ePlus or its affiliates, except as provided
<br />herein.
<br />(iv) Performance Period. The dates upon which the performance of ePlus shall commence and be
<br />completed.
<br />(v) Customer or ePlus Supplied Personnel, Eguipment/Facilities. All personnel, equipment, tools,
<br />space or other items to be supplied by either ePlus or Customer pursuant to agreement of the Parties
<br />shall be listed with the date such personnel, equipment, tools, space and other items to be made
<br />available.
<br />B. Maintenance Services. In the event that Customer desires to procure maintenance Services, Customer and
<br />ePlus will execute a mutually acceptable SOW and include such election in an applicable PO that will
<br />include, at a minimum, the following information: (a) the Location where the Products are to be
<br />maintained; (b) the total cost plus a description of any other costs to be paid by Customer for such ePlus
<br />maintenance Services as defined in the SOW; (c) a description of the maintenance Services to be provided,
<br />including identification of equipment type, model number, serial number, quantity, and whether under
<br />©2010 ePlus Technology, inc.
<br />09/01/10
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