Common use of Fees and Payments Clause in Contracts

Fees and Payments. (a) The Organization agrees to pay Xxxxxx total fees as delineated in Schedule “B”. The fee structure and payment schedule is outlined in the attached Schedule “B”. (b) During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.

Fees and Payments. (a) The Organization agrees 7.1. SysAid offers three editions of the Main System: a Trial Edition and Free Edition which are charge-free, and a Full Edition which is subject to pay Xxxxxx total fees as delineated payments in Schedule “B”accordance with the Service Program You subscribed for. 7.2. In case You subscribe for any Service Program other than the Trial Edition or the Free Edition the following conditions shall apply: 7.2.1. Your use of the Services is subject, inter alia, to the full and accurate payment, by its due date of the relevant Annual Fee. The fee structure Annual Fee shall be paid to SysAid in advance for every year you subscribe for the Services and payment schedule is outlined in shall be non-refundable even if You stop using the attached Schedule “B”. (b) During Services before the term expiration of this Agreementthe Term, Xxxxxx shallor if You were, from time to timetime during the Term, deliver invoices under Admissible Suspension. 7.2.2. You shall provide SysAid with complete and accurate billing and contact information. This information includes Your legal company/organization name (if applicable), street address, telephone number, fax number (if applicable), e-mail address, and name of an authorized billing contact. You agree to Organizationupdate this information within 30 days of any change. Each invoice delivered If the contact information You have provided is false or fraudulent, SysAid reserves, without derogating from other remedies available to Organization by Xxxxxx it under applicable law or this Agreement to terminate Your access to the Services. 7.2.3. If You believe Your xxxx is incorrect, You must contact SysAid in writing within 60 days from the date stipulated in the relevant invoice, setting forth the details of the amount in question and Your basis for asserting its inaccuracy. If You fail to approach SysAid within such timeframe, such Invoice shall be due considered undisputable by You, and payable upon receipt thereof by Organizationshall not be eligible to any adjustment, credit or refund. (c) The Organization shall reimburse Xxxxxx 7.2.4. You are solely responsible for (1) its direct travel expenses includingpayment of any taxes applicable by any law, but not limited to hotelresulting from your acceptance of this Agreement and\or Your use of the Services, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate exclusive of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge taxes based on the current Internal Revenue Service recommended rate per mile; SysAid' income. You agree to hold SysAid harmless from all claims and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying liability arising from your failure to report or production. These costs are excluded from the total fees amount described in Section 4.1 (a)pay such taxes. (d) In the event Organization fails 7.2.5. Without derogating from any remedies available to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has Us under this Agreement or otherwiseany applicable law, Xxxxxx shall have You will be charged with interest of 1.5% per month (or the option to suspend or terminate maximum permitted by law, whichever is less) on any outstanding debt You owe Us, plus all Services under this Agreementexpenses suffered by Us, including without limitation legal fees, in connection with the collection of such debt. 7.2.6. Suspension or In case of termination of this Agreement for whatever reason You agree that We may charge Your credit card or any such Services shall not relieve the Organization other means of its obligation payment provided by You to pay its outstanding invoicesUs, including with any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, unpaid fees, assessments and premiums of or any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the other outstanding payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxesobligation You have with Us.

Fees and Payments. 9.1 Any quote given by the Licensor for the License shall not constitute an offer. Licensee shall pay to Licensor, its Declared Affiliates, or its Reseller as applicable, the Licence Fee and other charges and expenses without right of deduction or set-off as set out in the Order Form. 9.2 The Licensee shall be responsible to Licensor for ensuring the accuracy of the terms of any quote or Order Form submitted or accepted by the Licensee and for giving the Licensor any necessary information within a reasonable time to enable the Licensor to supply the License in accordance with the terms of this License. 9.3 Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Apps which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Apps. 9.4 Licensee shall pay to Licensor, its Declared Affiliates, or its Reseller as applicable, the License Fee and other charges and expenses without right of deduction or set-off as set out in the quote and/or the Order Form. The License Fee shall be payable in the currency shown on the invoice and shall be payable on the date set out in the Order Form unless such date is silent, in which case, 30 days from the invoice date prior to the Apps being provided to you, unless otherwise negotiated with Licensor, its Declared Affiliates, or its Reseller as applicable. In the event the Licensee pays by direct debit, the details of such direct debit payments shall be set out in the Order Form. 9.5 The Licensor reserves the right by giving written notice to the Licensee to amend the pricing of the Apps to reflect any increase in price that is due to: (a) The Organization agrees any delay caused by the failure of the Licensee to pay Xxxxxx total fees give the Licensor adequate information or instructions; (b) any factor beyond the control of the Licensor (including foreign exchange fluctuations, increases in taxes, levies, duties, withholding taxes, and increases in labour, materials and other applicable costs); or (c) any request by the Licensee to change the delivery/ performance date(s), functionality, quantities or types of Apps ordered or the Order Form. 9.6 Should you purchase this License from a Reseller, this License is contingent upon payment of the applicable License Fee by the Reseller to the Licensor. In the event that the Reseller fails to make payment of such License Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Apps. You agree to hold Licensor harmless for any such suspension or termination of the License. Any and all of your remedies for the suspension or termination of the Apps for failure to make payment of the applicable License Fee by Reseller will be solely against Reseller. 9.7 All payments by the Licensee hereunder shall be in Euros unless otherwise agreed or set out in the Order Form and shall be paid to the Licensor's bank account as delineated advised by the Licensor to the Licensee in Schedule “B”writing. 9.8 All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice. 9.9 Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the License, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form. 9.10 Without prejudice to any other remedy that the Licensor may have, if payment of the License Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Supplier may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above the Euro Interbank Offered Rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The fee structure and payment schedule is outlined in Licensee shall pay the attached Schedule “B”interest together with the overdue amount. 9.11 The Licensor reserves the right, on giving the Licensee 30 days’ notice, to increase the License Fees: (a) on an annual basis with effect from each Renewal Term or. (b) During the term of this Agreement, Xxxxxx shall, for a PAYG Subscription with effect from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization.each PAYG Subscription Term or (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses includinga Ramping Agreement, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel effective from the time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred intervals set out in the performance of Xxxxxx'x duties including courier services Order Form. If the Licensee does not agree with this increase, then they may terminate this License upon 30 days written notice and documentation copying or productionbefore such price increase takes effect. These costs are excluded from If the total fees amount described in Section 4.1 Licensor does not receive written notice within thirty (a)30) days, the Licensee is deemed to have agreed to the amendment to the License Fees. (d) In 9.12 Notwithstanding 9.11 above, the event Organization fails to pay all or any portion Licence Fees may increase on an annual basis with effect from each anniversary of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described Order in this Agreement shall be paid by Organization and are excluded from a line with the prices listed percentage increase in Schedule the Retail Prices Index (“B” and such sums RPI”) in the preceding twelve (including the payment of the taxes12) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxesmonth period.

Fees and Payments. (a) The Organization 7.1. Distributor shall purchase the Licensed Software for distribution under this Agreement from a CyberGuard Authorized Master Distributor or directly from CYBG. 7.2. CYBG agrees to pay Xxxxxx total fees as delineated set aside 2% of the Distributor's net purchases for deposit into the Distributor's co-op promotion account per Exhibit D. 7.3. CYBG agrees to furnish Distributor limited advertising and promotional material in Schedule “B”connection with its activities hereunder. The fee structure and payment schedule is outlined Such materials shall be provided at no charge. Additional quantities shall reduce funds described in 7.2 by an amount equal to CYBG cost of the attached Schedule “B”materials. (b) 7.4. Distributor shall send all payments, referencing this Agreement to: CyberGuard Corporation, 2000 Xxxx Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000-0000. 7.5. During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due Agreement and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for one (1) year thereafter CYBG shall have the right, at its direct travel expenses includingexpense and upon not less than twenty (20) working days notice to Distributor and no more than once per year, but to have an examination and audit conducted of Distributor records specifically relating to payments hereunder to determine compliance with this section. Any such audit must be conducted during regular business hours and in such a manner as not limited to hotelinterfere unreasonably with Distributor's normal business activities. Such audit will be conducted by a member of the AICPA who has agreed to be bound by substantially similar terms and conditions as those set out in the attached Non-Disclosure Agreement in Exhibit E. 7.6. The fees payable by Distributor hereunder are exclusive of taxes. Distributor shall pay or reimburse CYBG for all taxes, airfareincluding sales or use taxes, car rentalhowever designated, tollsimposed as a result of the existence or operation of this Agreement, parking except income and airline and travel agent fees; franchise tax imposed on CYBG by any government entity. If applicable, Distributor may, in lieu of paying sales and/or use taxes, furnish to CYBG a tax exemption certificate which is acceptable to the appropriate taxing authority. 7.7. Payments shall be made within thirty (230) a travel time days from the date of each shipment without reduction or offset for returns. All amounts over due shall bear interest at the rate of $75.00 1.5% per hour; (3) a per diem month or, if lower, the highest rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a)permitted by applicable law. (d) 7.8. In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes payment is not made when due, in addition to CYBG may defer shipment of additional Licensed Software until all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoicesamounts, including any applicable late charges, are paid. 7.9. CYBG may change prices with (e30) Xxxxxx shall be responsible for paying all taxes, fees, assessments thirty days notification. Price changes will not affect purchase orders that are in process and premiums accepted. 7.10. Distributor is granted purchase discounts off of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described list prices as set forth in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.Exhibit C.

Fees and Payments. (a) The Organization agrees to pay Xxxxxx total fees as delineated in Schedule “B”. The fee structure and payment schedule is outlined in the attached Schedule “B”. (b) During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon thirty (30) days from receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of an non-disputed invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late chargescharges (late charges will not be levied on disputed invoices). (ed) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.

Fees and Payments. 7.1 In consideration of the provision of the Works by the Service Provider, the Customer shall pay the SoW Charges. 7.2 The Service Provider shall invoice the Customer at the end of each month for Works performed during that month. 7.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Service Provider any sum due under this agreement on the due date: (a) The Organization agrees to the Customer shall pay Xxxxxx total fees as delineated in Schedule “B”interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. The fee structure and payment schedule is outlined in Interest under this clause will accrue each day at 4% a year above the attached Schedule “B”. (b) During the term Bank of this Agreement, Xxxxxx shall, England's base rate from time to time, deliver invoices to Organization. Each invoice delivered to Organization but at 4% a year for any period when that base rate is below 0%; (b) the Service Provider may suspend part or all of the Works until payment has been made in full . 7.4 The Service Provider may increase the Reference Charges and any SoW Charges not calculated in accordance with the Reference Charges on an annual basis with effect from each anniversary of the date of this agreement in line with the percentage increase in the Consumer Prices Index (as published by Xxxxxx the Bank of England) in the preceding 12 -month period and the first such increase shall take effect on the first anniversary of the date of this agreement and shall be due and payable upon receipt thereof by Organizationthe latest available figure for the percentage increase in the Consumer Prices Index. (c) 7.5 The Organization Service Provider shall reimburse Xxxxxx invoice the Customer for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking SoW Charges and airline any other set out in a Statement of Wo rk and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred applicable pricing model set out in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a)Schedule 1. (d) In 7.6 Customer shall pay the event Organization fails SoW Charges to pay all or any portion the Service Provider in accordance with the provisions of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under Schedule 1 and this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organizationclause 7. The Organization shall be responsible for the payment fees are exclusive of any applicable duties VAT and sales/consumption taxesother taxes or other levies which are imposed or charged by any competent authority. 7.7 All payments required to be made pursuant to the agreement and any Statement of Work by the Customer shall be made within 7 Business Days of receipt of the relevant invoice unless otherw ise agreed by the parties. 7.8 All payments required to be made pursuant to the agreement shall be made in Sterling in cleared funds to such bank in the United Kingdom as the receiving party may from time to time nominate, without any set -off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law. 7.9 Where any payment pursuant to the agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

Fees and Payments. 22.1. Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified to the Centre by VTCT upon Approval and thereafter. 22.2. Unless otherwise stated, all fees notified to the Centre by VTCT are exclusive of VAT (aif applicable) The Organization agrees to pay Xxxxxx total fees as delineated and/or any equivalent sales tax in Schedule “B”the Territory. 22.3. The fee structure Centre shall make payment of all valid invoices presented by VTCT in accordance with the VTCT Policies and Procedures on invoicing and payment schedule (if any), and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by VTCT in writing. 22.4. All amounts due under the Centre Agreement from the Centre to VTCT shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 22.5. VTCT reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to VTCT against any liability of VTCT to the Centre, whether either liability is outlined present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. 22.6. Any fees payable by the Centre to VTCT are, unless otherwise stated in the attached Schedule “B”relevant VTCT Policies and Procedures, non-refundable. (b) During 22.7. The Centre acknowledges and agrees that it will be responsible for all expenses incurred by it or persons acting on its behalf in connection with the term of this Centre Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotelthe costs of recruitment and registration of Learners and the costs of examinations/assessments. 22.8. If any amount remains unpaid after the Payment Date VTCT reserves the right to charge interest on any outstanding fees on a daily basis at the Barclays Bank Plc Base Rate plus 4%. 22.9. Without prejudice to VTCT’s other rights and remedies, airfarefailure to pay any fees due may result in a sanction being imposed by VTCT under the Sanctions Policy, car rental, tolls, parking suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 23. 22.10. The Centre shall indemnify VTCT on demand for any costs and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in connection with the performance recovery of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from any fees due under the total fees amount described in Section 4.1 (a)Centre Agreement. (d) In 22.11. The Centre is solely responsible for the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes duecollection, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination remittance and payments of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, feescharges, levies, assessments and premiums other fees of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect imposed by governmental or pay upon other authority in the Territory in connection with the delivery of Qualifications. 22.12. VTCT offers regulated provision under both the VTCT and iTEC brands. iTEC is the trading name of Education & Media Services described in this Agreement shall be paid by Organization and are excluded from Ltd (EMS), a the prices listed in Schedule “B” and such sums (including the payment wholly owned subsidiary of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoiceVTCT. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.In accordance with clause

Fees and Payments. 4.1 SQC shall invoice the Client for the performance of the Services carried out in accordance with the Fees set out in the SOW. The provisions of clauses 4.2 to 4.4 inclusive shall only apply to Services carried out on a time and materials basis. 4.2 The Client shall make additional payments in respect of: (a) The Organization agrees to pay Xxxxxx total fees as delineated in Schedule “B”. The any Services provided outside the Normal Working Days which shall be charged at the fee structure and payment schedule is outlined rates set out in the attached Schedule “B”.SOW provided that no such charge for overtime or working outside Normal Working Days shall be made without the agreement of the Client; and (b) During the term cost of travel, accommodation and other expenses properly incurred by Assigned Personnel as defined in the SOW and supported by valid receipts. 4.3 Any work performed by SQC outside of that described in the SOW at the request or with the agreement of the Client shall unless otherwise agreed be performed and Fees relating thereto shall be paid in accordance with this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred 4.4 Unless otherwise agreed in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwisein the applicable SOW, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx SQC shall be responsible for paying all taxesreasonable costs and expenses incident to the performance of Services for the Client, feesincluding all costs incurred by SQC to do business. 4.5 Invoices, assessments supported by a record showing the time worked by Assigned Personnel shall be submitted monthly in respect of Services provided each month for Time and premiums Materials Work undertaken, and are due for payment 30 days after receipt of invoice. 4.6 Invoices, supported by a record showing the Deliverables provided to the Client, shall be submitted monthly in respect of Services provided each month for Deliverable Based Work undertaken, and are due for payment 30 days after receipt of invoice. 4.7 The Client shall pay to SQC the Fees and any additional fees or sums as specified in clauses 4.2 to 4.3 above and any other charges as specified in the SOW upon the due dates and in the currency of payment all as set out in this Agreement. All payments shall be made to the bank account notified by to the Client by SQC. 4.8 The Fees and any other sums payable by the Client are net amounts and exclusive of any kind payable on its employees and operations. Any value added tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the any other transaction taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization Client shall be responsible for pay to SQC the payment of value added tax and any applicable duties and sales/consumption taxesother transaction taxes valid at the relevant time.

Fees and Payments. a. LICENSEE agrees to pay LICENSOR a non-refundable deposit (made out to “Comcast Arena at the Xxxxxxx Events Center”) as follows: • Signed Agreement due May 1, 2008 • Deposit of $900 due July 31, 2008 b. LICENSOR will provide at its expense during the Event (a) The Organization heating/air conditioning ( not including move -in/move-out), and overhead light for ordinary use, (b) daily cleaning of all public areas at the Center, and (c) one standard seating setup per licensed room. LICENSEE shall pay for all additional expenses of LICENSOR in connection with the Event, including without limitation, expenses related to additional space, services, systems or equipment requested by LICENSEE, and those fees set forth in Sections 17 and 18 below. LICENSEE agrees to pay Xxxxxx total reset fees as delineated for changes made less than seventy-two (72) business day hours (Monday-Friday) prior to event. LICENSOR shall invoice LICENSEE for such amounts, and LICENSEE shall pay such amounts to LICENSOR by the earlier of the fifteenth (15th) day following the invoice date and the date of “final settlement”, which shall occur on the last day of the Event, unless otherwise agreed to by LICENSOR in Schedule “B”writing. The fee structure and payment schedule is outlined in LICENSEE shall make any such payments by certified check or credit card, unless otherwise agreed to by LICENSOR. All late payments of amounts owing by LICENSEE hereunder shall bear interests from the attached Schedule “B”. date due until paid at a rate equal to the lesser of (a) 1.5% per month, or (b) During the term highest rate allowable by law, and all accrued but unpaid amounts will remain owing after the termination of this Agreement. c. LICENSEE further agrees to pay deposits and other amounts, and meet the payment schedule, as set forth by any Food and Beverage Amendment to this Agreement. d. LICENSEE will, in addition to the prices quoted, be responsible for any and all federal, state, and municipal sales, use and other taxes imposed on LICENSEE and LICENSOR (excluding federal income taxes imposed on LICENSOR for the Base Rental Fee or other fees payable by LICENSEE to LICENSOR hereunder) by any authority as a result of the performance of this Agreement, Xxxxxx shallincluding without limitation LICENSOR providing the space, from time to timeequipment, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all mealservices, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount beverage described in Section 4.1 (a)herein. (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.

Fees and Payments. (a) The Organization agrees Borrower shall pay to pay Xxxxxx total fees as delineated the Administrative Agent for the accounts of the Banks, on the last Business Day of each calendar quarter hereafter, and upon the Maturity Date or the date upon which the Commitments are no longer in Schedule “B”. The effect, a commitment fee structure and payment schedule calculated at a rate per annum which is outlined in equal to three- eighths of one percent (0.375%) of the attached Schedule “B”average daily amount of the Maximum Unused Commitment of each Bank during the preceding calendar quarter or portion thereof. (b) During All payments to be made by the term Borrower hereunder or under any of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx the other Loan Documents shall be made in Dollars in immediately available funds to the Administrative Agent, for the accounts of the Banks and the Bank Agents, at the Administrative Agent's head office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, without set-off or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Banks or the Administrative Agent to receive the same net amount which the Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon receipt thereof the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Organizationthe Borrower hereunder or under such other Loan Document. (c) The Organization Bank Agents and the Banks shall reimburse Xxxxxx be entitled to charge any account of the Borrower with such Bank for (1) its direct travel expenses including, but not limited any sum due and payable by the Borrower to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate the Banks hereunder or under any of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a)Loan Documents. (d) In Except with respect to the event Organization fails payment of interest on LIBOR Loans, if any payment hereunder is required to pay all or any portion of an invoice be made on or before ninety (90) days after a day which is not a Business Day, it shall be paid on the date it becomes duenext succeeding Business Day, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx and interest and commitment fees shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any accrue during such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late chargesextension. (e) Xxxxxx All computations of interest or of the commitment fee or any Letter of Credit Fees payable hereunder shall be responsible for paying all taxes, fees, assessments made by the Bank on the basis of actual days elapsed and premiums on a 360-day year. Any change in the interest rate resulting from a change in the Base Rate is to be effective at the beginning of the day of such change. The Administrative Agent will inform the Borrower in writing of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon change in the delivery Base Rate but the failure of the Services described in this Agreement Administrative Agent to so inform the Borrower shall not affect the Borrower's obligations hereunder or under the Notes to make payments of principal of and interest on the Notes when due. The aggregate unpaid amount of Loans set forth on each Bank's internal records shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment prima facie evidence of the taxes) principal amount thereof owing and unpaid to such ----------- Bank, but the failure to record, or any error in so recording, any such amount on such Bank's records shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery not affect the obligations of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment Borrower hereunder or under any Note to make payments of principal of and interest on any applicable duties and sales/consumption taxesNote when due.

Fees and Payments. (a) The Organization agrees to pay Xxxxxx S&S total fees as delineated in Schedule “BISA-2”. The fee structure and payment schedule is outlined in the attached Schedule “BISA- 2”. (b) During the term of this Agreement, Xxxxxx shall, from time to time, S&S shall deliver invoices to the Organization. Each invoice delivered to the Organization by Xxxxxx S&S shall be due and payable upon within thirty (30) days of the Organization’s receipt thereof by Organizationthereof. (c) The Organization shall reimburse Xxxxxx S&S for (1) its reasonable direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hourfifty percent (50%) of the individual’s current standard hourly rate; (3) a per diem rate of $70.00 65.00 for week days weekd ays and a $125.00 110.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable direct expenses incurred in the performance of Xxxxxx'x S&S's duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event the Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx S&S has under this Agreement or otherwise, Xxxxxx S&S shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx S&S shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx S&S may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by the Organization and are excluded from a the prices listed in Schedule “BISA- 2” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon S&S within thirty (30) days of the Organization’s receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by the Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. (f) All invoices should be paid via wire transfer or via check sent to the following address: SYSTEMS & SOFTWARE, INC. 00000 Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000-0000

Fees and Payments. 10.1 The fee for the Software and Services performed hereunder during the Initial Term shall be as follows (“Initial Fee”): a) The Organization agrees to pay Xxxxxx total fees as delineated in Schedule “B”. The fee structure and payment schedule is outlined in the attached Schedule “B”Initial Cloud Hosting Fee of Six Thousand Dollars, ($6,000). (b) During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx 10.2 The Initial Fee shall be due and payable in the first year upon receipt thereof by Organizationcompletion of the Vision Servies specified in Sections 2.1-2.5 and 5. 1 . For each subsequent year of the Initial Term and any Renewal Term, the applicable fee shall be paid in full at least thirty (c30) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited days prior to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate the expiration of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying term, Provided that Customer's payment shall not be considered late or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of delinquent if Customer pays an invoice on or before ninety within thirty (9030) days after of receipt by the date it becomes due, in addition to Customer's Finance Department with all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges.necessary approvals (e) Xxxxxx 10.3 The Initial Fee shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described fixed as set forth in this Agreement for the Initial Term, but the fee for any Renewal Term (“Renewal Fee”) shall be paid as determined by Organization and are excluded from a Vision, which shall give Customer notice thereof not less than thirty (30) days prior to the prices listed in Schedule “B” and such sums (including the payment expiration of the taxes) then-current Renewal Term. 10.4 Any Renewal Fee hereunder shall be due and payable in full not later than two (2) business days prior to Xxxxxx upon the commencement of such Renewal Term. 10.5 Customer agrees to pay for Services provided at Customer’s request that are not covered by, or are expressly excluded from this Schedule within thirty (30) days of receipt of an invoice therefor at Vision’s then-current prices. 10.6 With Customer’s prior approval and if travel is necessary to perform the Services herein described, Customer shall pay to Vision, within thirty (30) days of receipt of an invoice. Any taxes levied after delivery of , all reasonable out-of-pocket expenses incurred by Vision in performing the Services described in for Customer under this Agreement shall be paid Agreement, including but not limited to expenses for travel, meals, lodging and parts, provided the customer pays an invoice within thirty (30) days of receipt by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxesCustomer's Finance Department with all necessary approvals.

Fees and Payments. 4.1 In consideration of the Services to be provided by the TechM, the Customer shall pay TechM the Fees for Services performed to complete a SOW. TechM and Customer shall mutually have the right to revise the rates set out in its Fee Schedule at any time during the term of this Agreement upon not less than thirty (a30) The Organization agrees days prior written notice to pay Xxxxxx total fees as delineated the Customer. Notwithstanding anything to the contrary, TechM and Customer may by mutual agreement agree to revise the rates set out in its Fee Schedule “B”. The fee structure and payment schedule is outlined in the attached Schedule “B”. (b) During at any time during the term of this Agreement. The Customer agrees that, Xxxxxx shallfor any Time & Material model, after the first anniversary of this Agreement and annually thereafter, unless otherwise agreed to between the Parties in writing, TechM shall be entitled to revise the Fees set out in case of time and material engagements under the Fee Schedule or the applicable SOW/s, based on the prevailing Consumer Price Index of India or the applicable country (and in absence of such index, any other similar inflation measurement index) subject to minimum increase of five percent (5%) per annum for resources based in India/ offshore, and two percent (2%) per annum for resources based onsite. 4.2 Unless otherwise agreed in writing, TechM shall invoice the Customer monthly in arrears and payment shall be due within thirty (30) days of the invoice date. Customer shall within seven (7) days from the date of receipt of the invoice notify TechM if there is any dispute in respect of the invoice, failing which the invoice shall be deemed to be accepted by Customer. The Parties shall co- operate in good faith and take all the necessary initiative to settle any disputed invoices within agreed timeframe. 4.3 The Customer shall reimburse TechM on a thirty (30) days basis for all out of pocket expenses (including without limitation travel, subsistence and accommodation expenses) incurred by TechM in the course of performing the Services, provided TechM has furnished the Customer with adequate supporting documentation. 4.4 All sums referred to in this Agreement are payable in full without deduction, withholding or set-off for any reason whatsoever and are net of Value Added Tax and any other applicable taxes or duties, which (if and to the extent applicable) shall be for the Customer’s account. All invoices and all payments hereunder shall be in United States Dollars (USD$). Payments shall be made by direct credit to TechM’s nominated bank account from time to time, deliver invoices or by such other method as may be agreed in writing between the Parties. 4.5 If the invoice(s) is more than sixty (60) days overdue for payment, then without prejudice to Organization. Each invoice delivered to Organization by Xxxxxx TechM’s other rights or remedies, the Customer shall be due and payable upon receipt thereof by Organizationliable to pay interest on the overdue amount at rate of 2% per month, which interest shall accrue on a daily basis from the date payment becomes overdue until TechM has received payment of the overdue amount together with all interest that has accrued. (c) The Organization 4.6 TechM shall reimburse Xxxxxx be solely responsible for (1) its direct travel expenses includingall taxes, but not limited to hotelnational insurance or other withholdings or contributions which may be payable out of, airfareor as a result of the receipt of any Fees or other monies paid or payable in respect of, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a)Services. (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, 4.7 Except as otherwise expressly provided in addition to all other remedies Xxxxxx has under this Agreement or otherwiseotherwise agreed in writing between the Parties, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx each Party shall be responsible for paying all taxes, fees, assessments its own costs incurred in preparing and premiums of any kind payable on performing its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in obligations under this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxesAgreement.

Fees and Payments. (a) 9.1 The Organization agrees to Customer shall promptly pay Xxxxxx total all of Xxxxxxx Futures' fees and/or other charges at such rates and in such manner as delineated Xxxxxxx Futures may in Schedule “B”. The fee structure its sole and payment schedule is outlined in the attached Schedule “B”. (b) During the term of this Agreement, Xxxxxx shall, absolute discretion impose and stipulate from time to timetime with respect to the execution, deliver invoices performance and/or settlement of any Transaction or otherwise for the maintenance of any Account(s) or the provision of any service or facility to Organization. Each invoice delivered the Customer in connection with any Account(s). 9.2 The Customer shall make payment to Organization Xxxxxxx Futures' order promptly of any outstanding sum on the due date of the relevant Transaction, or upon demand by Xxxxxx Xxxxxxx Futures as provided for in this Agreement. 9.3 Xxxxxxx Futures shall be entitled to charge interest on any sum or payment due to Xxxxxxx Futures from the Customer at such rate and payable upon receipt thereof by Organizationcalculated and/or compounded in such manner as Xxxxxxx Futures may, in its sole and absolute discretion, impose and determine from time to time and to debit any Account(s) in respect of the interest due. 9.4 All payments to Xxxxxxx Futures shall be in the Currency in which they are due (cunless otherwise notified by Xxxxxxx Futures), in free and clear funds and free of deductions or withholdings. If the Customer is obliged by law to make such deduction, the Customer shall pay to Xxxxxxx Futures such greater amount which after deduction shall ensure that the net amount actually received by Xxxxxxx Futures will equal the amount which would have been received by Xxxxxxx Futures had no such deduction been required. 9.5 Any taxes, duties, disbursements, costs and/or other expenses incurred by Xxxxxxx Futures in connection with the Account(s) The Organization or otherwise in connection with the Customer shall reimburse Xxxxxx be reimbursed by the Customer. 9.6 All interest, fees, commissions and other charges of Xxxxxxx Futures are exclusive of any goods and services tax or any other applicable sales tax which shall be borne by and separately charged to the Customer. 9.7 Unless Xxxxxxx Futures otherwise agrees with the Customer, each obligation of Xxxxxxx Futures to make any payment to the Customer under this Agreement is subject to the condition precedent that there is no Default subsisting. 9.8 If for (1) its direct travel expenses includingany reason Xxxxxxx Futures cannot effect payment or repayment to the Customer in a particular Currency in which payment or repayment is due, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate Xxxxxxx Futures may effect payment or repayment in the equivalent of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge any other Currency selected by Xxxxxxx Futures based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred of exchange quoted by Xxxxxxx Futures in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery respect of the Services described in this Agreement shall be paid by Organization and are excluded from a relevant Currencies at the prices listed in Schedule “B” and such sums (including time the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxesor repayment is due.

Fees and Payments. (a) The Organization agrees Unless otherwise agreed to pay Xxxxxx total by the Paities, (!) the fees and expenses in respect of the Support Services provided under this Agreement (such fees and expenses, the “Supp01t Services Fees”) and (2) the costs and expenses incun-ed by Laureate or one of its subsidiaries, to the extent applicable, in respect of its employment of the Seconded Employees in connection with the Secondment Services (the “Services Reimbursement”), in each case, shall be determined in accordance with the methodologies set fotih in Exhibit F hereto, as delineated in Schedule “B”the same may be amended by written agreement of the Patties from time to time. The fee structure Support Services Fees and payment schedule Services Reimbursement shall be paid by Institution or one of its subsidiaries, as determined by Institution. Notwithstanding anything herein to the contrary, the Support Services Fees and Services Reimbursement shall be determined in good faith by the Parties and shall be materially as favorable to Laureate and its subsidiaries as they would obtain in a comparable arm’s-length transaction with a person that is outlined in the attached Schedule “B”not an affiliate. (b) During On or before the term tenth (1o’h) business day after the last day of this AgreementFebruary, Xxxxxx shallMay, from time August and November in each year during the Term, Laureate shall send an invoice (along with any and all documentation and calculations used to time, deliver invoices determine the amount of the Support Services Fees artd the Services Reimbursement) to OrganizationInstitution for the Support Services Fees and the Services Reimbursement. Each invoice Such payments shall be delivered to Organization by the following address: Laureate Education, Inc. 000 Xxxxx Xxxxxx shall be due and payable upon receipt thereof by Organization.Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxx Xxxxxx Email: [ ] (c) The Organization Fees and payments under this Section 5 not paid or not reasonably disputed within thirty (30) days of sending of an invoice therefor shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time accrue simple interest at the prime rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred as quoted in the performance Wall Street Journal plus one percent per annum or, if lower, the maximum rate permitted by law. In the event Laureate gives notice to Institution of Xxxxxx'x duties including courier services non-payment of fees and documentation copying Institution does not cure such non-payment within ten (10) business days of the date of such notice, Laureate shall have no further obligation to Institution to provide the Support Services and may seek any other remedies available to it, whether legal, contractual, equitable or production. These costs are excluded from the total fees amount described in Section 4.1 (a)otherwise. (d) In This Agreement is based upon existing Financial Reporting platforms ( i.e., PeopleSoft 9.0) and any costs to perform material system upgrades or changes to the event Organization fails current system will require additional charges to pay all or any portion of an invoice on or before ninety (90) days after be mutually agreed upon by the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late chargesParties. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments Institution hereby acknowledges and premiums agrees that Laureate may subcontract some or part of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery of the Services described in obligations under this Agreement to third parties for providing services to the Business (as defined on Exhibit A). Laureate and Institution agree that all contact with third parties will be conducted in the name of Institution or its subsidiaries, as applicable. Such requirement shall be paid by Organization not restrict representatives of Laureate from fulfilling their operational responsibilities within Institution or its subsidiaries in a manner consistent with their assigned and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxespre-authorized duties.

Fees and Payments. (a) The Organization agrees to pay Xxxxxx total fees as delineated in Schedule “B”. The fee structure Fees and payment schedule is outlined in the attached Schedule “B”.Payments (b) During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). These fees and rates and those expenses that are reimbursable are specific to the first Statement of Work agreed to by the parties and thereafter the rates, fees, and applicable expenses shall be set separately for each then applicable Statement of Work as negotiated by the parties. (c) During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety thirty (9030) days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoicesinvoices and other ongoing fees, including any applicable late charges. Where the Services are suspended, all related scheduled time frames shall be suspended and extended as necessary. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums Any fees based on a fixed price agreement are provided based on the Statement of any kind payable on its employees and operationsWork in existence as of the Effective Date. Any tax delays that result from Organization’s actions, inaction, or requests for modifications – whether incorporated into a Change Order or not – will affect the basis on which Xxxxxx may be required provided the fixed price; and as such, Xxxxxx reserves the right to collect or pay upon charge for additional time and expenses where the delivery duration of the Services described in this Agreement shall be paid by Organization and are excluded from Statement of Work is extended as a the prices listed in Schedule “B” and such sums (including the payment result of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible ’s actions, inaction, or requests for the payment of any applicable duties and sales/consumption taxesmodifications.

Fees and Payments. (a) The Organization agrees Registry Operator shall pay to pay Xxxxxx total Escrow Agent the applicable fees and charges listed in Exhibit A to this Appendix 2 as delineated in Schedule “B”. The fee structure and payment schedule is outlined in the attached Schedule “B”. (b) During the term of compensation for Escrow Agent's services under this Agreement. In the event Escrow Agent is required to perform any additional or extraordinary services as a result of being an escrow agent including intervention in any litigation or proceeding, Xxxxxx shallEscrow Agent shall receive reasonable compensation for such services from Registry Operator and be reimbursed by Registry Operator for all costs incurred, including reasonable attorney’s fees. Escrow Agent shall be entitled to review and vary its standard fees and charges for its services under this Agreement from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due time but no more than once a year and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) at a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and more than five percent (5%) all other reasonable expenses incurred or at the rate equal to the most recently published increase in the performance Consumer Price Index for all Urban Consumers (CPI-U): U.S. City Average, for All Items, as published by the Department of Xxxxxx'x duties including courier services Labor's Bureau of Labor Statistics (on a not seasonally adjusted basis), whichever is greater, and documentation copying or productiononly upon 45 days written notice to the parties. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization If Registry Operator fails to pay all any established fees or charges invoiced by Escrow Agent by the due date(s), Escrow Agent shall give written notice to Registry Operator of non- payment of any portion of an invoice on or before ninety (90such past-due fees hereunder and, in that event, the Registry Operator shall pay the past-due fee(s) within ten business days after receipt of the date it becomes duenotice from Escrow Agent. If Registry Operator fails to pay in full all such past-due fees during the ten day period, Escrow Agent shall give notice of non-payment of any past-due fees to ICANN and, in addition to all other remedies Xxxxxx has under this Agreement or otherwisethat event, Xxxxxx ICANN shall have the option of paying the past-due fee within ten business days of receipt of such notice from Escrow Agent. In the event ICANN shall pay such past-due fees hereunder, ICANN may pursue a claim of recoupment of such fees from Registry Operator pursuant to suspend or terminate all Services under this Agreementthe Dispute Resolution Procedures. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (e) Xxxxxx shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may be required to collect or pay upon the delivery Upon payment of the Services described in past-due fee by either Registry Operator or ICANN, this Agreement shall be paid by Organization continue in full force and are excluded from a effect. If both Registry Operator and ICANN fail to pay the prices listed in Schedule “B” and such sums (including past-due fee(s) within the payment of applicable periods under this Section 15, Escrow Agent shall have the taxes) shall be due and payable right to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in terminate this Agreement shall be paid immediately by Organization. The Organization shall be responsible for sending notice of termination to all other parties, and, upon termination, Escrow Agent shall, at ICANN’s election, destroy all Deposits held by Escrow Agent or transmit the payment of any applicable duties and sales/consumption taxesDeposits to ICANN in accordance with Section 9.

Fees and Payments. 2.1 For the use of any Self-owned Property as provided by the Provider, the fees or rentals to be paid by the Recipient shall be determined in accordance with the lower of the depreciation costs of such property and the market price for using similar property in the place where the property is located. Notwithstanding the above provisions, the Provider may choose to charge the fees in accordance with the market price of the place where the relevant property is located. 2.2 For the lease of buildings, apart from paying the building rentals, the Recipient shall separately pay the expenses (ahereinafter referred to as “Miscellaneous Expenses”) The Organization agrees for water, electricity and air conditioning actually consumed or used by the Recipient and the property management fees for the leased buildings on schedule in accordance with the price or charge standards set by the relevant pricing authorities. Except the aforesaid rentals, Miscellaneous Expenses, property management fees and any other expenses incurred as a result of the violation of this provision by the Recipient, the Provider guarantees that it shall not ask the Recipient to bear and/or pay Xxxxxx total any other fees (including any tax payable by the Provider) in connection with the buildings lease. 2.3 For the use of any Third-party Property by the Recipient, the Parties shall share the fees actually paid to any third parties proportionally based on their respective use of the relevant property. 2.4 For any building leases, the relevant rental, miscellaneous expenses and property management fees shall be paid as delineated in Schedule “B”follows: 2.4.1 During the valid term of a lease agreement, the Recipient shall pay the rentals to the Provider on a quarterly basis. The fee structure and payment schedule is outlined in the attached Schedule “B”. (b) During the term of this Agreement, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx rentals shall be due and payable upon receipt thereof by Organization. (c) The Organization shall reimburse Xxxxxx for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) paid within 5 days after the date it becomes due, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination end of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late chargeseach quarter. (e) Xxxxxx 2.4.2 During the valid term of a lease agreement, the Miscellaneous Expenses shall be responsible for paying all taxespaid on a monthly basis. Upon receipt of the invoice of the Miscellaneous Expenses from the relevant property management company, fees, assessments and premiums the Provider shall submit the invoice to the Recipient within five days. The Recipient may pay the Miscellaneous Expenses directly to the property management company pursuant to the requirements of any kind payable the property management company or may make a payment to the Provider who will pay on its employees and operationsbehalf. Any tax Xxxxxx may be required If the Provider is to collect or pay upon make the delivery payment on behalf of the Services described in this Agreement Recipient, the Provider shall submit the relevant receipt to the Recipient for filing. 2.4.3 During the valid term of a lease agreement, the property management fee for the leased buildings shall be paid on a monthly basis. The property management fee shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including Recipient at the end of each month pursuant to the requirements of the relevant property management company to the property management company through the Provider or directly. If the provider is to make the payment on behalf of the taxes) Recipient, the Provider shall be due and payable submit the relevant receipt to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible Recipient for filing. 2.5 For the payment use of any applicable duties and sales/consumption taxesother property other than buildings, the Recipient shall pay the fees to the Provider within 15 days after the end of each month on a monthly basis. 2.6 For any overdue fees or rentals, the Recipient shall pay an overdue fine to the Provider at 0.05% of any outstanding amount for each day overdue.

Fees and Payments. A. In consideration of the provision of the Services by Cylanda and the rights granted to Client under these Terms and Conditions, Client shall pay the fees set forth in the applicable MSA (the “Fee”). B. Where Services are provided for (a) The Organization agrees to pay Xxxxxx total fees as delineated in Schedule “B”. The fee structure and payment schedule is outlined in the attached Schedule “B”. a fixed price, (b) During a fee based on the term number of this Agreementusers/devices, Xxxxxx shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organization. or (c) The Organization a fee for recurring software or other solutions, the amount for such fee shall be the amount stated in the MSA). C. Where Cylanda provides Out of Scope Services, (a) the fees payable for such Services shall be calculated in accordance with Cylanda’s daily or hourly fee rates set forth in the MSA; (b) Client shall reimburse Xxxxxx Cylanda, at Cylanda’s actual cost, for any reasonable travel, along with materials, machinery, equipment, and third-party services (1collectively, “Materials”) its direct reasonably necessary for the provision of the Out of Scope Services (Cylanda shall obtain Client’s written consent prior to incurrence of travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate in excess of $75.00 per hour; (3) a per diem rate 100.00 and the purchase of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all mealMaterials, food and telecommunications expenses (no receipts will which consent shall not be providedunreasonably withheld, conditioned or delayed); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5c) all other reasonable expenses incurred Cylanda shall issue invoices to Client monthly in the performance arrears for its fees for time and Materials for such Out of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded from the total fees amount described in Section 4.1 (a). (d) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes dueScope Services, in addition to all other remedies Xxxxxx has under this Agreement or otherwise, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination together with a breakdown of any such time and Materials. D. Cylanda shall issue invoices for any and all fee structures at Client’s email address set forth below in accordance with the terms of this Section. E. Invoices for Fees shall be sent on the fifteenth (15) day of the month prior to the month in which Services are to be provided. In the case of Out of Scope Services, Cylanda shall not relieve issue such invoices promptly following the Organization of its obligation to pay its outstanding month in which such Services or Materials are incurred. F. All invoices, regardless of the fee structure, are Net 15. All late Payments are subject to a finance charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law on all balances past due, along with all of Cylanda’s fees and costs, including attorney fees, incurred in connection with its collection of any applicable late chargessuch amounts. G. All payments hereunder (eeach a “Payment”) Xxxxxx shall be in US dollars and made in accordance with this Section. Client shall be responsible for paying all sales, use, and excise taxes, feesand any other similar taxes, assessments duties, and premiums charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable on its employees and operationsby Client hereunder. Any tax Xxxxxx such taxes, duties, and charges currently assessed, or which may be required assessed in the future, that are applicable to collect or pay upon the delivery of the Services described are for Client’s account, and Client hereby agrees to pay such taxes; provided, that, in this Agreement no event shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall Client pay or be responsible for any taxes imposed on, or with respect to, Cylanda’s income, revenues, gross receipts, personnel, or real or personal property or other assets. H. Services may be suspended if Payment is not received within ten (10) days following notice to Client. In the payment event Cylanda abates Services for a late Payment of any applicable duties kind, and salesdoes not otherwise terminate the Agreement, Cylanda will resume the Services on the next business day of receipt of Payment from Client for all past due amounts, and interest if applicable, if such Payment is received by 1:00 pm PT. I. Cylanda reserves the right, without advance notice, to modify the fees chargeable under the MSA to reflect any inflationary or cost-of-living/consumption taxesdoing-business increases (“Adjusted Cost”), including up to a 4% increase per each Term. The Adjusted Cost shall be measured during the period from the Effective Date up until the beginning of any Term, and then from the date of the start of a Renewal Term to the beginning of the next Renewal Term. A downward change in inflation or cost of living shall not create a decrease in the Adjusted Cost. Any cost of living increases not reflected from time to time shall not be “banked”; Cylanda agrees that any such increases not implemented are waived.

Fees and Payments. (a) The Organization agrees fees and expenses to pay Xxxxxx total be paid by Sylvan in respect of the Purchaser Shared Services provided under this Agreement shall be as set forth in Exhibits A-2 and C (Exhibit C contains fees for Purchaser Shared Services and Exhibit A-2 contains expenses which will be billed separately) hereto, as delineated the same may be amended by written agreement of the parties from time to time. The fees and expenses to be paid by the Purchaser in Schedule respect of the Seller Shared Services provided under this Agreement shall be as set forth in Exhibits B-2 and C hereto, (Exhibit C contains Seller Shared Services and Exhibit B-2 contains expenses which will be billed separately) as the same may be amended by mutual written agreement of the parties from time to time. The fees and expenses provided for in this Section 4 are referred to herein as the “BFees”. The fee structure Sylvan and Purchaser shall pay in advance on the first day of every month for such month, without prior notice or demand and without offset or reduction, as service payment schedule is outlined the monthly sum equal to the shared service fees detailed on Exhibit C hereto or any amended amounts attributable to increases in service level as described in Section 4(c) during the attached Schedule “B”.term of this agreement. Such payment shall be delivered to the following address: Purchaser: Educate Operating Company, LLC 0000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Facsimile: (000) 000-0000 Sylvan: Sylvan Learning Systems, Inc. 0000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxx X. Xxxxxxx Facsimile: (000) 000-0000 (b) During Fees and payments not paid or not reasonably disputed within thirty days of the term date such payment was due shall accrue simple interest at the prime rate as quoted in the Wall Street Journal plus one percent per annum or, if lower, the maximum rate permitted by law. At any time after the expiration of this Agreementthe thirty-day grace period, Xxxxxx shallthe party that has not received payment may demand payment by providing written notice to the non-paying party. In the event either party gives such notice to the other party and the receiving party does not cure such non-payment within ten Business Days of the date of such notice, from time the providing party shall have no further obligation to timethe receiving party, deliver invoices with respect to Organization. Each invoice delivered the provision of the Shared Services, and may seek any other remedies available to Organization by Xxxxxx shall be due and payable upon receipt thereof by Organizationit, whether legal, contractual, equitable or otherwise. (c) The Organization shall reimburse Xxxxxx All fees assume that the recipient’s service volume in each Shared Service category, taken individually, does not increase by more than 10% from the Base Service Volume as defined in Exhibit D. If the rolling twelve -month service volume for (1) its direct travel expenses includingany Shared Service category measured as of the end of each three month period during the Term of the Agreement is greater than the Base Service Volume by more than 10%, but not limited to hotelthe Fees for each such increased Shared Service category, airfaretaken individually, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour; (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on adjusted upward by the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred percentage change in the performance excess of Xxxxxx'x duties including courier services and documentation copying or production. These costs are excluded 10% from the total Base Service Volume (each such individual increase the “Periodic Fee Increase” and all such individual increases the “Cumulative Periodic Fee Increase”). If the rolling twelve month service volume for any Shared Service category measured as of the end of each three month period during the Term of the Agreement is less than the volume during the preceding three month period by more than 10%, the Fees for each such decreased Shared Service category, taken individually, will be adjusted downward by the percentage change in excess of 10% from such prior period volume (“Periodic Fee Decrease”) but in no case will the fees amount described in Section 4.1 (a)be reduced below the fees set forth with respect to the Base Service Volume. (d) In Xxxxxx E-Learning, Inc. (“Walden”) and the event Organization fails to pay all or National Technological University (“NTU”) are included in the scope of this Shared Services Agreement and any portion of an invoice on or before ninety (90) days after the date it becomes dueother Ventures entities will maintain separate agreements, in addition to all other remedies Xxxxxx has under this Agreement or otherwiseif any, Xxxxxx shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of for any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late chargesShared Services. (e) Xxxxxx Additional usage based service charges including but not limited to PeopleSoft customized systems enhancements, centralized recruiting fees on a success fee basis, and Website support “Cost Per Inquiry” and “Cost Per Enrollment” fees are charged outside the scope of this arrangement on a usage basis as agreed on an individual basis. (f) This Agreement is based upon existing financial reporting platforms (i.e. PeopleSoft 7.52) and any costs to perform material system upgrades or changes to the current system would require additional charges. The parties agree to negotiate in good faith an addendum to this Agreement to determine those charges, and each party shall be responsible for paying all taxesuse its reasonable best efforts to provide the services outlined herein following any modification or upgrade of such party’s systems and financial reporting platforms. (g) Unless this Agreement is terminated pursuant to the terms hereof, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Xxxxxx may each party shall be required to collect or pay upon make the delivery requisite payments under this Agreement during the Term, even if such party shall have ceased to require any of the Shared Services described in this Agreement shall be paid by Organization and are excluded from a the prices listed in Schedule “B” and such sums (including the payment of the taxes) shall be due and payable to Xxxxxx upon receipt of an invoice. Any taxes levied after delivery of the Services described in this Agreement shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxesother party.