5. MAINTENANCE AND SUPPORT
5.1 Company Support
For the maintenance and support fee set forth in Section 5.3, Company will provide Distributor with
the maintenance services described in Schedule F attached hereto ("Company Support"). Company
reserves the right to designate any modified or updated versions of the Product as new Products,
which are not required to be provided under Company Support. Such new Products will only be
provided to Distributor for distribution to End-Users under maintenance subject to the payment of
additional license and support fees as designated by Company. Company will use reasonable efforts
to respond to Distributor's inquiries regarding support in a timely manner, however, Company does
not guarantee the timeliness of its responses or that it will be able to answer all of Distributor's
inquiries.
5.2 Distributor Support
Except for the explicit support obligations of Company set forth in Section 5.1, Distributor shall remain
solely responsible for all installation, maintenance and support services to the End-Users with regard
to the Products. Company agrees to deliver to Distributor together with the first Order delivered to
Distributor a maintenance version of such Products which shall include certain modules of the
software Products in source code form (the "Maintenance Version"). The Maintenance Version shall
be used solely by Distributor's personnel providing maintenance services to End-Users and shall only
be used at Distributor's site. Distributor's failure to use or maintain the confidentiality of the
Maintenance Version pursuant to the terms of this Agreement shall be deemed a material breach of
this Agreement.
5.3 Maintenance and Support Fee
For the Company Support, Distributor shall pay to Company annually, in advance, a maintenance and
support fee equal to [%] of the Prices for the Products licensed to all current End Users, or such
amount as may otherwise be agreed to in writing by Company (the "Company Support Fee"). With
each annual payment of the Company Support Fee, Distributor shall include a list of all current End-
Users and a report showing the additions and deletions of End-Users from the previous list, and the
date of such addition or deletion.
5.4 Audit Rights
Distributor shall maintain accurate books and records of all licenses granted for the Products, End-
Users receiving maintenance and the Company Support Fees payable. Upon reasonable notice to
Distributor, and no more frequently than twice a year, Distributor shall make such books and records
available to Company, at Distributor's place of business during normal business hours, to audit the
payments being made by Distributor hereunder.
5.5 Distributor Training
For a period of [NUMBER] days after the date of this Agreement, Distributor may request Company to
provide [NUMBER] day of on-site training and assistance to [NUMBER] of Distributor's personnel who
attend such training. After the [NUMBER] day period and for any additional on-site training and
assistance requested by Distributor, Distributor agrees to pay Company's then current standard rates.
Distributor shall reimburse Company for any out-of-pocket expenses, including travel-related
expenses incurred by Company to attend the training sessions.
5.6 End-User Training and Company Consulting Services
Distributor shall be solely responsible for the training of End-Users. Company shall be available at its
then current standard rates to provide training, special enhancements, customization and other
special work or services which are not covered by this Agreement.
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