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4.5 Right to Use Foilowing Release. Upon release of the Software in accordance with Article 4, CITY shall have the right to use and make copies of the Software for CITY's internal use only. C�TY shall be obligated to maintain the confldentiality of the released Software. r ARTICLE 5—TERM AND TERMINATION 5.1 Term of Agreement. The initial term of this Agreement is for a period of one year. Thereafter, this Agrsement shall automatically renew from year-to-year unless (a) CITY instructs DSI in writing that the Agreement is terminated, or (b) the Agreement is terminated by DSl for nonpayment in accordance with Section 5.2. 5.2 Termination for Nonpayment by CITY. In the event of the nonpayment of fees owed to DSI by CITY, DSI shall provide written notice of delinquency to CITY. CITY will have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month of the date of such notice, then at any time thereafter DSI shall have the right to terminate this Agreement by sending written notice of termination to CITY. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI from CITY remains unpaid. 5.3 Disposition of Software Upon Termination. Upon termination of this Agreement by joint instruction of Lucent and CITY, DSI shall destroy, return, or othenivise deliver the Soflware in accordance with such instructions. Upon termination for nonpayment, DSI may, at its sole discretion, destroy the Software or return it to Lucent. 5.4 Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive: a. Lucent's Representations (Section 1.5); b. The obfigations of confidentiality with respect to the Software; c. The rights granted in the sections entitled Right to Transfer Upon Release (Section 3.3) � and Right to Use Following Release (Section 4.5), if a release of the Software has occurred prior to termination; d. The obligation to pay DSI any fees and expenses due; e. The provisions of Article 7; and f. Any provisions in this Agreement which specifically state they survive the termination or expiration of this Agreement. ARTICLE 6—DSI'S FEES 6.1 Fee Schedule. DSl is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify CITY of DSI's fees at least 90 days prior to any increase in fees. For any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to rendering the service, if requested. 6.2 Payment Terms. DSI shall not be required to perform any service unless the payment for such service and any outstanding balances owed to DSI are paid in full. All other fees are due upon receipt of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 5.2. Late fees on past due amounts shall accrue at a rate of one and one-half percent per month (18% per annum)from the date of the invoice. ARTICLE 7—LIABILITY AND DISPUTES 7.1 Indemnification. DSI shall be responsible to perform its obligations under this Agreement and to act in a reasonable and prudent manner with regard to this escrow arrangement. Provided DSI 4 _ . _ __ _..._.. . ___ __. __