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DocuSign Envelope ID:552AC7A3-1BOC-4D85-823C-370394803F33 <br /> 4_j Indemnification <br /> Client shall indemnify, defend, and hold Custom Controls Unlimited, Inc, and its parents, <br /> �__i subsidiaries, affiliates, officers, employees, and licensors, harmless from any and all claims, <br /> Udemands, actions, damages, losses, liability, costs, and expenses, including actual attorney <br /> fees, arising out of or by virtue of ( I ) any breach or default in the performance of any <br /> obligation on Client's part to be performed under the terms of this Agreement; ( ii ) any <br /> direct or indirect act of negligence of Client; ( iii ) Client's failure to comply with any <br /> requirements of any governmental authorities; or (iv) any failure of the applicable cellular <br /> network or equipment whereby the critical alarming data is not transmitted. <br /> Payments and Service Disconnection <br /> b1c Monthly access fees and featured charges are billed in advance, while overage and other <br /> usage charges are billed in arrears.The Client shall have the choice of a Quarterly or Annual <br /> billing cycle for VerSCADA Service; a $25.00 billing administration fee will be added per <br /> billing cycle (example: Quarterly Billing $25/quarter at a cost of $100/year for <br /> administrative services, or Annual Billing $25/annually at a cost of $25/year for <br /> administrative services). <br /> Orange County,NC agrees to pay each bill in full within thirty(30) days (NET30) of invoice <br /> date. Late payments shall incur a 15% late fee. At 12:OOPM Eastern Time, on the 61't day <br /> from the initial invoice date, service shall be suspended to all cellular modems. VerSCADA <br /> access will not be disabled for any associated Client Logins, but current remote-site data <br /> acquisition will be unavailable until payment has been received in-full by the Contractor. <br /> VerSCADA access and cellular service for remote-site data acquisition, however, shall not <br /> V be suspended due to an expired contract in good standing, but rather convert to a month- <br /> to-month, out-of-contract payment term. <br /> V J Overages <br /> An overage shall be defined as any data amount surpassing the allotted data amount — <br /> allotted data amount shall be defined as the sum of data allotted for each Client modem (see <br /> "Fee Schedule" to determine the allotted monthly data). Overages shall be calculated <br /> monthly, based on the allotted monthly data as noted in the "Fee Schedule," and shall be <br /> rounded up to the nearest whole Megabyte (MB).An overage charge will be$2.00 per 1 MB <br /> to be billed in arrears.To prevent overages,the Client shall not make configuration changes <br /> to any cellular modem nor attach devices to the modem or the modem network. In the <br /> event the Client notices atypical network performance, the Client shall contact the <br /> Contractor, as noted in the "Client Responsibilities," to investigate and ensure there is no <br /> cause for data overages. In the event the Contractor determines an overage is occurring, <br /> whether Client or Contractor initiated, the Contractor will investigate the modem network <br /> to prevent potential or increased overages. <br /> VerSCADA Agreement for Orange County,NC Page 3 00082719JDH <br />