Common use of Fees and Payment Clause in Contracts

Fees and Payment. On the Effective Date, the Licensee shall pay the Licensor a non-refundable sum of $[NUMBER] as an upfront payment. This amount shall not be credited toward any future royalties or other financial obligations unless expressly stated in this Agreement. The Licensee shall pay the Licensor a royalty ("Earned Royalty") of [NUMBER]% of the Net Sales Price of each Licensed Product that is: sold, distributed, or otherwise supplied by the Licensee to any third party; or put into use by the Licensee within the Territory. Only one royalty shall be owed per Licensed Product, and the obligation to pay royalties arises on the earliest of: the date of sale or distribution; the date of invoicing; the date of receipt of payment; the date of installation; or the date of delivery. If, in any Quarterly Period, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxes, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arose. If the Licensee fails to make timely payments, interest shall accrue at a rate of [1.5%] per month (or the maximum legal rate, if lower) from the original due date until full payment is received. At the time of each royalty payment, the Licensee shall submit a detailed royalty statement, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: the Quarterly Period covered; the total number of Licensed Products sold or distributed; the total number of Licensed Products manufactured but not yet sold; the Net Sales Price of each Licensed Product; the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by the Licensor. Additionally, within 30 days after the end of each calendar year, the Licensee shall provide an audited report confirming the total Net Sales Price of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfall, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain in effect for [one year] after the termination of this Agreement. If the Licensor wishes to purchase Licensed Products for its own use, the Licensee agrees to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:

Fees and Payment. On the Effective Date, the Licensee shall pay the Licensor a non-refundable sum of $[NUMBER] as an upfront payment. This amount shall not be credited toward any future royalties or other financial obligations unless expressly stated in this Agreement. The Licensee shall pay the Licensor a royalty ("Earned Royalty") of [NUMBER]% of the Net Sales Price of each Licensed Product that is: sold, distributed, or otherwise supplied by the Licensee to any third party; or put into use by the Licensee within the Territory. Only one royalty shall be owed per Licensed Product, and the obligation to pay royalties arises on the earliest of: the The date of sale or distribution; the The date of invoicing; the The date of receipt of payment; the The date of installation; or the The date of delivery. If, in any Quarterly Period, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxes, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arose. If the Licensee fails to make timely payments, interest shall accrue at a rate of [1.5%] per month (or the maximum legal rate, if lower) from the original due date until full payment is received. At the time of each royalty payment, the Licensee shall submit a detailed royalty statement, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: the Quarterly Period covered; the total number of Licensed Products sold or distributed; the total number of Licensed Products manufactured but not yet sold; the Net Sales Price of each Licensed Product; the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by the Licensor. Additionally, within 30 days after the end of each calendar year, the Licensee shall provide an audited report confirming the total Net Sales Price of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfall, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain in effect for [one year] after the termination of this Agreement. If the Licensor wishes to purchase Licensed Products for its own use, the Licensee agrees to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:

Fees and Payment. On (a) Licensor shall invoice Licensee on a monthly basis all per unit fees recorded in the Effective Date, the Licensee shall pay the Licensor previous month based upon a non-refundable sum of $[NUMBER] as an upfront payment. This amount shall not be credited toward any future royalties or other financial obligations unless expressly stated in this Agreement. The Licensee shall pay the Licensor a royalty ("Earned Royalty") of [NUMBER]% of the Net Sales Price of each Licensed Product that is: sold, distributed, or otherwise supplied by the Licensee to any third party; or put into use by the Licensee within the Territory. Only one royalty shall be owed per Licensed Product, and the obligation to pay royalties arises on the earliest of: the date of sale or distribution; the date of invoicing; the date of receipt of payment; the date of installation; or the date of delivery. If, in any Quarterly Period, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxes, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding certified statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arose. If the Licensee fails to make timely payments, interest shall accrue at a rate of [1.5%] per month (or the maximum legal rate, if lower) from the original due date until full payment is received. At the time of each royalty payment, the Licensee shall submit a detailed royalty statement, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: verifying the Quarterly Period covered; the total number of Licensed Products sold or distributed; units shipped, such statement to be dispatched electronically to the total Licensor no later than the 14th business day of the following calendar month. (1) In the event the Licensor disputes the certified number of Licensed Products manufactured but not yet units sold; , Licensee’s auditor will be requested to recertify the Net Sales Price certified statement. If the auditor certifies the number of each Licensed Product; units as being true and accurate, the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by cost of the audit will be for the account of the Licensor. AdditionallyIf the auditor certifies the number of units sold as being greater or lesser than the original certified statement, within 30 then the cost of the audit will be for the account of the Licensee. (b) In consideration for granting the license rights and services to be provided hereunder, Licensee will pay any applicable royalty fees listed on Exhibit A to this Agreement. All royalty fee payments are due thirty (30) calendar days after the end receipt by Licensee of electronic invoice. Minimum value of each calendar yearinvoice is USD 1,000. In case the minimum invoice amount is not reached in one month, the due amount shall be accumulated until the minimum amount is reached. Payments are to be made by wire transfer without deduction for bank charges or other deductions of any kind whatsoever. Past due amounts will bear interest of the then-prevailing prime lending rate as determined by the Bank of America NA plus 1.5% (one and one-half percent) per month or part thereof, from the due date until receipt of payment by Licensor. (c) If amounts remain unpaid for fifteen (15) days or more beyond the due date, Licensor may, at its option, terminate the License, and refuse to perform additional Services. Licensee agrees to pay all costs and fees incurred by Licensor in collecting any unpaid amounts. All payments made hereunder are nonrefundable. (d) As further set forth in Section 5 above, Licensee agrees to reimburse Licensor for all reasonable out-of-pocket expenses Licensor incurs in providing Service, but not limited to, transportation costs, airfare, rental vehicles, lodging, meals, and incidental charges. (e) Licensee shall provide an audited report confirming the total Net Sales Price be responsible for all taxes (including sales, use, property, excise, value added and gross receipts but not including taxes based on Licensor’s net income) levied on Software, and/or Services, training and maintenance provided under this Agreement. Licensee agrees that if any of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfallforegoing is paid by Licensor, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain in effect for [one year] after the termination of this Agreement. If the Licensor wishes to purchase Licensed Products for its own use, the Licensee agrees to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:amount paid plus any related expenses incurred and interest assessed.

Fees and Payment. On the Effective Date, the 8.1. Licensee shall pay the Licence Fee as set out in the Order Form. 8.2. Licensor a non-refundable sum shall invoice Licensee monthly at Licensee's nominated email address. Licensee will pay Licensor within 30 days of $[NUMBER] as an upfront paymentreceiving each invoice. 8.3. This amount shall Licensor may increase the Licence Fee at the start of each Renewal Period upon not less than 90 days' prior notice to Licensee and the Order Form will be credited toward deemed to have been amended accordingly. 8.4. In the event that the Licensee disputes any future royalties or other financial obligations unless expressly stated in this Agreement. The Licensee portion of the Licence Fees, it shall pay the undisputed portion of such Licence Fees to Licensor a royalty ("Earned Royalty") of [NUMBER]% of prior to the Net Sales Price of each Licensed Product that is: sold, distributed, or otherwise supplied due date. 8.5. The License Fees and any other amounts payable by the Licensee to the Licensor do not include any third party; domestic or put into foreign taxes, VAT, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). 8.6. Licensee is responsible for paying all Taxes associated with purchasing the Licensee within Services. If Licensor holds the Territory. Only one royalty shall be owed per Licensed Product, and the legal obligation to pay royalties arises on or collect Taxes for which Licensee is responsible under this clause 8, Licensor will invoice Licensee the earliest of: net amount including tax and Licensee will pay that amount unless it can provide Licensor with a valid tax exemption certificate authorized by the date of sale appropriate tax authority. 8.7. Without prejudice to any other right or distribution; the date of invoicing; the date of receipt of payment; the date of installation; or the date of delivery. If, in any Quarterly Period, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to remedy that the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxesmay have, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arose. If if the Licensee fails to make timely payments, pay the Licensor on any due date: 8.7.1. the Licensor may suspend use of the Services until payment has been made in full; and 8.7.2. the Licensor may charge the Licensee interest shall accrue on unpaid fees at a rate of [1.5%] per month (or the maximum legal rate, if lower) 3% above EURIBOR from time to time in force from the original date on which such amount fell due date until payment (whether before or after judgment). 8.8. All amounts payable under this Agreement shall be paid in full payment without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.9. If any amount owing by Licensee under this or any other agreement for services between the Parties ("All Agreements") is received. At 10 or more days overdue, Licensor may, without limiting its other rights and remedies, immediately suspend the time of each royalty payment, Services and by not less than five days' notice to Licensee may accelerate Licensee's unpaid fee obligations so that all fees owed to the Licensor by the Licensee shall submit a detailed royalty statementunder All Agreements become immediately due and payable, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: the Quarterly Period covered; the total number of Licensed Products sold or distributed; the total number of Licensed Products manufactured but not yet sold; the Net Sales Price of each Licensed Product; the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by the Licensor. Additionally, within 30 days after the end of each calendar year, the Licensee shall provide an audited report confirming the total Net Sales Price of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfall, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain until such amounts are paid in effect for [one year] after the termination of this Agreement. If the Licensor wishes to purchase Licensed Products for its own use, the Licensee agrees to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:full.

Fees and Payment. On 5.1 In consideration of the Effective Datelicences and authorisations granted under this Agreement, the Licensee shall pay to the Licensor a non-refundable sum Licensors the Royalty Fees. 5.2 Except where stated otherwise on the cover sheet of $[NUMBER] as this Agreement, the Royalty Fee shall be payable (by electronic bank transfer or cheque, or where agreed by the parties, direct debit) Quarterly in advance within 28 days of receipt of an upfront paymentinvoice from PRS for Music (who shall be entitled to invoice on the Licensors’ behalf). This Except where stated otherwise on the cover sheet of this Agreement, PRS for Music shall be entitled to invoice prior to the beginning of the relevant Quarter, provided that the amount shall not be credited toward become due any future royalties earlier than the first day of the relevant Quarter. 5.3 All licence fees and payments referred to in this Agreement are subject to VAT or other financial obligations unless expressly stated in this Agreementequivalent sales tax. The Licensee shall pay to the Licensor a royalty Licensors VAT or other equivalent sales tax ("Earned Royalty"if applicable) at the rate or rates from time to time in force on any sums payable under this Agreement. 5.4 Except as expressly set out in these terms and conditions, no deduction in respect of [NUMBER]% any tax, or any other deduction or set-off of whatsoever nature, shall be made in calculating or paying any sum due under this Agreement. 5.5 Without prejudice to any other right or remedy of the Net Sales Price Licensors, and without imposing an obligation to accept late payment, where any fees payable under this Agreement are not paid by the due date (or the date on which such fees should ordinarily have been paid in circumstances where the Licensors have been unable to submit an invoice) due to default of each Licensed Product that is: soldthe Licensee, distributedthe Licensee shall (if required by the Licensors) pay interest on such late payment calculated on a daily basis at an annual rate of 3% over the base rate, or current from time to time, of National Westminster Bank Plc payable from the date on which the payment should have been made to the date on which the payment was made. 5.6 All payments made under this Agreement shall be in Sterling unless otherwise supplied agreed by the parties in writing. Where it is necessary to convert an amount payable to Sterling from another currency, the exchange rate used shall be the Financial Times closing mid market rate on the first working day of the Quarter to which the payment relates. The Licensee shall pay all bank charges on transfers of sums payable by the Licensee to the Licensors. 5.7 The Licensee shall notify the Licensors promptly of any third party; change in the Licensed Service details provided in the Application for Licence (or put into use by set out on the Licensee within the Territory. Only one royalty shall be owed per Licensed Product, Cover Sheet) and the obligation to pay royalties arises on the earliest of: the effective date of sale or distribution; the date of invoicing; the date of receipt of payment; the date of installation; or the date of delivery. If, in any Quarterly Period, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxes, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arosesuch change. If the Licensee fails to make timely payments, interest shall accrue at a rate of [1.5%] per month (or the maximum legal rate, if lower) from the original due date until full payment is received. At the time of each royalty payment, the Licensee shall submit a detailed royalty statement, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: the Quarterly Period covered; the total number of Licensed Products sold or distributed; the total number of Licensed Products manufactured but not yet sold; the Net Sales Price of each Licensed Product; the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by the Licensor. Additionally, within 30 days after the end of each calendar year, the Licensee shall provide an audited report confirming the total Net Sales Price of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfall, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain in effect for [one year] after the termination of this Agreement. If the Licensor wishes to purchase launch an additional Licensed Products for its own useService, it shall not be licensed under this Agreement until the Licensee agrees parties have agreed an appropriate increase to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:Royalty Fees.

Fees and Payment. On a. Upon the Effective Datecompletion of a milestone as described in Exhibit B, Consultant shall submit a payment request (“Payment Request”) to Devereux for approval using the form in Exhibit B. The Payment Request must include all supporting documentation required in Exhibit B to ensure completion of each milestone. b. To the extent provided by law, all invoices for payment must be accompanied by a lien release. c. Final Payment Request approval will not be provided by Devereux until the Consultant has delivered to Devereux a complete release of all liens arising out of this Agreement or receipts in full covering all labor, materials and equipment for which a lien could be filed, or a bond satisfactory to Devereux to indemnify Devereux against such lien. If such lien remains unsatisfied after payments are made, the Licensee Consultant shall refund to Devereux all money that Devereux may be compelled to pay in discharging such lien, including costs and reasonable attorney’s fees. PADEP Facility ID #: 15-25097 PAUSTIF Claim # :2012-0058(I) ▇. ▇▇▇▇▇▇▇▇ shall, within thirty (30) days, review and approve, deny, or modify the Licensor a non-refundable sum Payment Request for PAUSTIF reimbursement. The Devereux approved or Devereux modified Payment Request shall then be submitted by Devereux to the PAUSTIF for payment of $[NUMBER] as an upfront paymentreasonable and necessary costs. This amount Devereux denied Payment Request shall not be credited toward submitted to PAUSTIF. ▇. ▇▇▇▇▇▇▇▇ shall use the PAUSTIF to satisfy the Payment Request in connection with the performance of the Scope of Work under the following conditions: i. Should the PAUSTIF be temporarily suspended or permanently terminated, Devereux shall pay Consultant for any future royalties or other financial obligations unless expressly stated in this Agreementunpaid Payment Request plus interest, within thirty (30) days. Interest is calculated as 0.75% per month on outstanding amounts; ii. All payments made by PAUSTIF shall be subject to the claim aggregate and shall be subject to applicable laws and regulations. Devereux is responsible to pay any applicable deductible and/or proration. The Licensee shall pay claim is not prorated and the Licensor a royalty ("Earned Royalty") of [NUMBER]% applicable deductible has been met by Devereux; iii. With the exception of the Net Sales Price Devereux’s applicable deductible or proration, Consultant accepts payment from Devereux of each Licensed Product that is: sold, distributed, or otherwise supplied by PAUSTIF covered items as payment in full and cannot seek to recover any difference from the Licensee to any third party; or put into use by the Licensee within the TerritoryDevereux. iv. Only one royalty Reimbursement shall be owed per Licensed Product, and adjusted from stated fixed costs in Exhibit B for elements of the obligation Scope of Work not actually performed. ▇. ▇▇▇▇▇▇▇▇ shall issue payment to pay royalties arises on the earliest of: the date of sale or distribution; the date of invoicing; the date Consultant within fifteen (15) days of receipt of payment; reimbursement from PAUSTIF. f. The BCP may not be increased except upon the date occurrence of installation; or a “New Condition” as defined in the date of delivery. IfSection titled “New Conditions” below and only in accordance with, in any Quarterly Periodand subject to, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxes, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arose. If the Licensee fails to make timely payments, interest shall accrue at a rate of [1.5%] per month (or the maximum legal rate, if lower) from the original due date until full payment is received. At the time of each royalty payment, the Licensee shall submit a detailed royalty statement, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: the Quarterly Period covered; the total number of Licensed Products sold or distributed; the total number of Licensed Products manufactured but not yet sold; the Net Sales Price of each Licensed Product; the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by the Licensor. Additionally, within 30 days after the end of each calendar year, the Licensee shall provide an audited report confirming the total Net Sales Price of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfall, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain in effect for [one year] after the termination provisions of this Agreement. If the Licensor wishes to purchase Licensed Products for its own use, the Licensee agrees to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:.

Fees and Payment. On (a) Licensor shall invoice Licensee on a monthly basis all per unit fees recorded in the Effective Date, the Licensee shall pay the Licensor previous month based upon a non-refundable sum of $[NUMBER] as an upfront payment. This amount shall not be credited toward any future royalties or other financial obligations unless expressly stated in this Agreement. The Licensee shall pay the Licensor a royalty ("Earned Royalty") of [NUMBER]% of the Net Sales Price of each Licensed Product that is: sold, distributed, or otherwise supplied by the Licensee to any third party; or put into use by the Licensee within the Territory. Only one royalty shall be owed per Licensed Product, and the obligation to pay royalties arises on the earliest of: the date of sale or distribution; the date of invoicing; the date of receipt of payment; the date of installation; or the date of delivery. If, in any Quarterly Period, the total Earned Royalty is less than the Minimum Royalty, the Licensee must pay the difference to the Licensor to satisfy the minimum royalty obligation. All payments under this Agreement exclude applicable taxes, including but not limited to sales tax, withholding tax, or similar levies. Payments shall be made free of deductions, unless legally required. If withholding is mandated by law, the Licensee shall: gross-up the payment to ensure the Licensor receives the full amount due; and provide a written tax withholding certified statement to the Licensor within five (5) business days of making the deduction. All royalties and financial obligations must be paid within [30] days following the close of each Quarterly Period. Payments shall be made in U.S. dollars via wire transfer to a Licensor-designated bank account. If foreign currency conversion is required, the exchange rate shall be determined based on the rate published in [Wall Street Journal / another agreed source] on the date the payment obligation arose. If the Licensee fails to make timely payments, interest shall accrue at a rate of [1.5%] per month (or the maximum legal rate, if lower) from the original due date until full payment is received. At the time of each royalty payment, the Licensee shall submit a detailed royalty statement, certified as accurate by the Licensee’s Chief Financial Officer (or an equivalent officer). This statement shall include: verifying the Quarterly Period covered; the total number of Licensed Products sold or distributed; units shipped, such statement to be dispatched electronically to the total Licensor no later than the 14th business day of the following calendar month. (1) In the event the Licensor disputes the certified number of Licensed Products manufactured but not yet units sold; , Licensee’s auditor will be requested to recertify the Net Sales Price certified statement. If the auditor certifies the number of each Licensed Product; units as being true and accurate, the royalty amount due; any applicable tax deductions; and any other supporting details reasonably requested by cost of the audit will be for the account of the Licensor. AdditionallyIf the auditor certifies the number of units sold as being greater or lesser than the original certified statement, within 30 then the cost of the audit will be for the account of the Licensee. (b) In consideration for granting the license rights and services to be provided hereunder, Licensee will pay to Licensor a licensing fee in accordance with the license fee and royalty schedule in Exhibit A to this Agreement. Licensee will pay any applicable services fees listed on Exhibit B to this Agreement. All royalty fee payments are due thirty (30) calendar days after receipt by Licensee of electronic invoice. The license payment is due on an allocated basis across the end first 200,000 licensed units delivered by the Licensee and paid concurrent with the monthly royalty fee (see Exhibit A). Minimum value of each calendar yearinvoice is USD 1000. In case the minimum invoice amount is not reached in one month, the due amount shall be accumulated until the minimum amount is reached. Payments are to be made by wire transfer without deduction for bank charges or other deductions of any kind whatsoever. Past due amounts will bear interest of the then-prevailing prime lending rate as determined by the Bank of America NA plus 1.5% (one and one-half percent) per month or part thereof, from the due date until receipt of payment by Licensor. (c) If amounts remain unpaid for fifteen (15) days or more beyond the due date, Licensor may, at its option, terminate the License, and refuse to perform additional Services Licensee agrees to pay all costs and fees incurred by Licensor in collecting any unpaid amounts. All payments made hereunder are nonrefundable. (d) As further set forth in Section 5 above, Licensee agrees to reimburse Licensor for all reasonable out-of-pocket expenses Licensor incurs in providing Service, but not limited to, transportation costs, airfare, rental vehicles, lodging, meals, and incidental charges. (e) Licensee shall provide an audited report confirming the total Net Sales Price be responsible for all taxes (including sales, use, property, excise, value added and gross receipts but not including taxes based on Licensor’s net income) levied on Software, and/or Services, training and maintenance provided under this Agreement. Licensee agrees that if any of the Licensed Products and the corresponding royalty obligation for the year. If the annual audit reveals a shortfallforegoing is paid by Licensor, the Licensee must remit any outstanding balance within [7] days, including accrued interest. The Licensee shall maintain complete and accurate financial records of all Licensed Products, including pricing, sales volume, and manufacturing data. These records must be kept separate from unrelated financial records and made available for inspection by the Licensor (or its appointed auditor) during regular business hours. If an audit determines that the Licensee underpaid royalties, the Licensee shall immediately pay the outstanding balance, including accrued interest and reimburse the Licensor for the audit costs, if the discrepancy exceeds [NUMBER]% of the total royalties owed. The Licensor’s right to audit the Licensee’s records shall remain in effect for [one year] after the termination of this Agreement. If the Licensor wishes to purchase Licensed Products for its own use, the Licensee agrees to sell such products at cost price. No royalty payments shall be due for these purchases. For the purposes of this Agreement:amount paid plus any related expenses incurred and interest assessed.