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and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management coordination and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after chan,es in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (i) provide timely answers to lvew World's requests for information; (ii) coordinate a mutually agreeable training schedule; (iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and service dates; exclusive of additional financial obligations which requires approval from City Council. (iv) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILLING AND ADDITIONAL AUTHORIZED USER CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. Past due amounts are subject to a service charge of no more than 10% annually, which charge Customer agrees to pay. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjushnents that maybe necessitated. Before performing these additional services, New World will notify Customer that the services are subject to additional charge. 7.2 If Customer wishes to add additional authorized users beyond the number(s) specified on Exhibit A, Customer agrees to pay the additional user fees at the then current user-based prices in effect. SSMA fees shall be increased according to the upgraded user-based charges on the next annual billing date after the additional authorized users are added. With said payments, the license provided in Section lI, Paragraph 1.0 permits Customer's use of the Licensed Software for the specified users. 7.3 Customer shall notify New World if additional authorized users need to be added to access the Licensed Software and will pay the additional authorized user fees promptly when invoiced. 7.4 Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by Customer, an exemption certificate must be submitted to New World. 8.0 NON-RECRUITiY1ENT OF PERSONNEL 8.1 During the team of this Agreement and for thirty-six (36) months thereafter, each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. 9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, including The California Public Records Act, Government Code Section 6250, et. Seq., each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information other than for the benefit ofthat party. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. CONFIDENTIAL Page 5 (Revised 02/l 0/04) City of San Leandro, CA