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(c) One Hundred Five Thousand, Seventy-Five and 75/100 Dollars ($105,075.75) in consideration of all professional services will be invoiced according to the following schedule, and each payment will be due within thirty (30) days after receipt of the pertinent invoice: (1) Twenty percent (20%) of the total compensation for services will be due after the completion of the Infrastructure Phase of the Project; (2) Twenty percent (20%) of the total compensation for services will be due after the completion of the Start-up Phase of the Project; (3) Forty percent (40%) of the total compensation for services will be due after the completion of the Validation Phase of the Project; and (4) Twenty percent {20%} of the total compensation for services will be due after Project Closure. The compensation terms contained within this section of the Agreement supersede any contradictory compensation provisions found in any of the Agreement Documents. This Agreement may be terminated by either party upon thirty {30) days notice, in writing, delivered upon the other party prior to the effective date of termination. In the event of termination for convenience by the Licensee, Licensee shall be responsible for payment of compensation for all hardware, software, and services rendered by Northwoods through the date of termination. In the event of termination for convenience by Northwoods, Northwoods will return all monies paid to Northwoods by Licensee within thirty (30) days of the return to Northwoods by Licensee of all Software, Documentation, and Hardware {if applicable) provided to the Licensee pursuant to this Agreement. The termination of this Agreement for any reason does not affect the existence and obligations of the Compass SoftwareT~" EULA or the Compass SoftwareT"~ Maintenance Agreement. 8. This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors, administrators, successors, and assigns. 9. This Agreement shall not be modified in any manner except by an instrument, in writing, executed by all parties to this Agreement. 10 This Agreement and any modifications, amendments, or alterations, shall be governed, construed, and enforced under the laws of the State of North Carolina. 11. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shalt be valid and enforced to the fullest extent permitted by law. 12. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times have the status of an independent contractor. I3. LIMITED WARRANTY (a) For a period of sixty (60) days from the date of first installation of Northwoods' software at Licensee's site, Northwoods warrants to Licensee that the media on which the Northwoods' software is distributed are free from defects in materials and in workmanship. (b} For a period of sixty {60) days from the Maintenance Commencement Date (as defined below), Northwoods warrants to Licensee that Northwoods' software, when properly used, will operate substantially in accordance with the user documentation published by Northwoods related to Northwoods' software that is included in Northwoods' software, including user manuals, and that relates to the functional, operational or performance characteristics of Northwoods' software ("Documentation"}. The terms of this warranty shall not apply to, and Northwoods shall have no liability for any non-conformity related to, any software that has been (1) modified by Licensee or a third party, (2} used in combination with equipment or software other than that which is consistent with the ® 2008 NortMvoods Consulting Partners, Inc. 2 of 4 ,4t~gust I S 0~~ Atl IL'ghts Reserved CO I Attachment number 1 Page 117 of 199