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Pro Suite Contract Confidential and Proprietary CentralSquare Technologies, LLC | 3 Copyright © 2020 All Rights Reserved judgment against Customer which does not arise, wholly or in part, from the actions or omissions of Customer, its officers, directors, employees, contractors, agents, or elected officials, or a third party, CentralSquare will, subject to Section 5.0 herein, indemnify Customer therefrom. Notwithstanding the above, CentralSquare shall have no duty under this Section 2.4 with respect to any claim, action or proceeding arising from or related to infringements (i) by Third Party Software, including operating system software, or hardware, (ii) arising out of modifications to the CentralSquare Software and/or Documentation not made by CentralSquare, (iii) resulting from use of the CentralSquare Software to practice any method or process which does not occur wholly within the CentralSquare Software, or (iv) resulting from modifications to the CentralSquare Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Customer. This Section 2.4 states the entire obligation of CentralSquare regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 3.0 Delivery, Fees and Payments 3.1 Delivery of Software to Customer The Software shall be delivered in executable object code form only. CentralSquare shall initially deliver and install copies of the Software as set forth in Exhibit A: Statement of Work, in the quantities set forth in Exhibit B: Pricing Detail. Except as stated in Exhibit D: Maintenance Agreement, CentralSquare shall not be responsible for providing any updates, enhancements, modifications, revisions, additions, replacements, conversions or maintenance to the Software. 3.2 Delivery of Server Hardware to Customer CentralSquare shall ship Server Hardware provided under this Agreement as set forth in Exhibit B: Pricing Detail to Customer’s location at a mutually agreeable time in the project timeline. Items shipped via commercial carrier are FOB destination at the fixed price stated in Exhibit B: Pricing Detail. It shall be Customer’s responsibility to install all Hardware and to perform proper facility preparation (such as appropriate uninterrupted power, air conditioning, space, electrical drops, security, network equipment, network drops, etc.) not specified in this Agreement as being provided by CentralSquare, but necessary to accommodate equipment as specified in the Statement of Work before, during, and/or after installation. 3.3 Delivery of Services to Customer CentralSquare will provide Services as set forth in Exhibit A: Statement of Work. 3.4 Fees Customer will pay CentralSquare the fees, without deduction or offset, on the dates set forth in Exhibit C: Payment Schedule. 3.5 Late Payment If Customer fails to pay any amount due within thirty (30) days of invoice date, Customer shall pay late 130