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(c) Thirty-Three Thousand, Eight Hundred Twenty-Two and 10/100 Dollars ($33,822.10) in consideration of all
<br />professional services will be invoiced according to the following schedule, and each payment will be due within
<br />thirty (30) days after receipt of the pertinent invoice:
<br />(1) Twenty percent (20%) of the total compensation for services will be due after the completion of the Start-up
<br />Phase of the Project;
<br />(2) Twenty percent (20%) of the total compensation for services will be due after the completion of the
<br />Infrastructure Phase of the Project;
<br />(3) Forty percent (40%) of the total compensation for services will be due after the completion of the Validation
<br />Phase of the Project; and
<br />(4) Twenty percent (20%) of the total compensation for services will be due after Project Closure
<br />The compensation terms contained within. this section of the Agreement supersede any contradictory compensation
<br />provisions found in any of the Agreement Documents.
<br />7: This Agreement may be terminated by either party upon thirty (30) days notice, in writing, delivered upon the other party
<br />prior to the effective date of termination. In the event of termination by either party, Licensee shall be responsible for
<br />payment of compensation for all hazdwaze, software, and services rendered by Northwoods through the' date of
<br />terminations The termination of this Agreement does not affect the existence and obligations of the Compass End User
<br />License Agreement (or "EULA") or the Compass Software Maintenance Agreement.
<br />8. This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors, administrators,
<br />successors, and assigns.
<br />9. This Agreement shall not be modified in any manner except by an instrument, in writing, executed by all parties to this
<br />Agreement:
<br />10 This Agreement and any modifications, amendments, or alterations, shall be governed, construed, and enforced under the
<br />laws of the State of North Carolina.
<br />11. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement, or
<br />the application of such term or provision to persons or circumstances other than those as to which it is held invalid or
<br />unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to
<br />the fullest extent permitted by law.
<br />12. Nothing in this Agreement is intended to, or shalt be deemed to constitute a partnership, association or joint venture
<br />between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times have the status of
<br />an independent contractor.
<br />13. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
<br />IN THE COMPASS END USER LICENSE AGREEMENT (OR "EULA") AND/OR THE COMPASS SOFTWARE
<br />MAINTENANCE AGREEMENT, NORTHWOODS HEREBY DISCLAIMS ALL WARRANTIES AND
<br />CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
<br />IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A
<br />PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF
<br />RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF
<br />NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE OR HARDWARE, AND THE PROVISION OF OR
<br />FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED
<br />CONTENT THROUGH THE $OFTWARE OR HARDWARE OTHERWISE ARISING OUT OF THE USE OF THE
<br />SOFTWARE OR HARDWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET
<br />ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT
<br />WITH REGARD TO THE SOFTWARE OR HARDWARE.
<br />All Rlghts Reserved ~ CONFIDENTIAL
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