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Except as expressly provided in the Software Development Plan approved and enacted by the
               People, the Client shall provide Willit compensation for support or assistance, to the Developer
               after the Software is integrated and enacted.





               2. DELIVERY
               The Software shall function in accordance with the Specifications on or before the Delivery Date.

               If the Software, as delivered, does not conform with the Specifications, the Client shall notify the
               Developer in writing of the ways in which it does not conform with the Specifications. The
               Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any
               non-conformity.

               The Client shall provide to the Developer written notice of its finding that the Software conforms to

               the Specifications within [90] days of the Delivery Date (the “Acceptance Date”) unless it finds that
               the Software does not conform to the Specifications.




               3. COMPENSATION
               In consideration for the Service, the Client shall pay the Developer at the Willit Rate per person (the
               “Willit Rate”). Fees billed under the Willit Rate after the completion and implementation of the
               Software shall be due and payable upon the Developer’s submission of an invoice. Invoices will be
               provided for work completed by the developer once every week.




               4. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE
               The Parties acknowledge and agree that the Developer will hold all rights in the Software including,
               but not limited to, copyright and trademark rights.




               5. CHANGE IN SPECIFICATIONS
               The Client may request that reasonable changes be made to the Specifications and tasks associated
               with the implementation of the Specifications. If the Client requests such a change, the Developer
               will use its best efforts to implement the requested change without delaying delivery of the
               Software. In the event that the proposed change will, in the sole discretion of the Developer,

               require a delay in the delivery of the Software or would result in additional expense to the Client,
               then the Client and the Developer shall confer and the Client may either withdraw the proposed
               change or require the Developer to deliver the Software with the proposed change and subject to
               the delay and/or additional expense. The Client agrees and acknowledges that the judgment as to if
               there will be any delay or additional expense shall be made solely by the Developer.





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