HSW HEREUNDER AND THE RIGHTS GRANTED TO COMPANY IN CONNECTION
THEREWITH, COMPANY SHALL PAY HSW A FEE EQUAL TO (I) ONE (1%) PERCENT PER
TERRITORY OF HSW'S FULLY ALLOCATED COSTS DIRECTLY ATTRIBUTABLE TO PRODUCING THE
PURCHASED UPDATES (WHICH, FOR THE AVOIDANCE OF DOUBT, DOES NOT INCLUDE GENERAL
OR ADMINISTRATIVE OVERHEAD); AND (II) HSW'S ACTUAL COST IN TRANSFERRING THE
PURCHASED UPDATES TO COMPANY; PLUS (III) FIVE (5%) PERCENT OF (I) AND (II)
(COLLECTIVELY, (I), (II) AND (III) ARE REFERRED TO AS THE "UPDATE FEE"). HSW
SHALL PROVIDE A REASONABLY DETAILED INVOICE ON A QUARTERLY BASIS SPECIFYING THE
PURCHASED UPDATES AND THE ASSOCIATED UPDATE FEE. COMPANY SHALL PAY ALL SUCH
INVOICES, IN U.S. DOLLARS TO HSW WITHIN THIRTY (30) DAYS OF COMPANY'S RECEIPT OF
THE INVOICE.
4
5.2
RIGHT TO AUDIT.
FOR A PERIOD OF SIX (6)
MONTHS AFTER COMPANY RECEIVES AN INVOICE FROM HSW, COMPANY SHALL BE PROVIDED,
UPON ADVANCE WRITTEN NOTICE, REASONABLE ACCESS TO AND THE RIGHT TO AUDIT, AT
COMPANY'S COST AND EXPENSE, BY A MUTUALLY ACCEPTABLE NATIONALLY RECOGNIZED
ACCOUNTING FIRM (PROVIDED THAT SUCH FIRM HAS NOT PREVIOUSLY PROVIDED SERVICES TO
EITHER PARTY AND PROVIDED FURTHER THAT SUCH FIRM ENTER INTO A CONFIDENTIALITY
AGREEMENT) ALL OF HSW'S BOOKS AND RECORDS THAT PERTAIN TO THE UPDATE FEE. ANY
OVERPAYMENTS OR UNDERPAYMENTS SHALL BE CREDITED OR CHARGED, AS APPLICABLE, TO
COMPANY IN THE NEXT INVOICE FROM HSW TO COMPANY. IF THE AUDIT IDENTIFIES THAT
THE COMPANY WAS OVERCHARGED BY MORE THAN TEN PERCENT (10%) IN RESPECT OF THE
AUDITED INVOICES, HSW SHALL BEAR THE COSTS AND EXPENSE OF SUCH AUDIT.
5.3
TAXES.
THE FEES AND EXPENSES SHALL NOT
INCLUDE ANY APPLICABLE FOREIGN, FEDERAL, STATE OR LOCAL SALES, USE, EXCISE,
VALUE ADDED, CUSTOMS FEES OR OTHER TAXES, DUTIES, SURCHARGES OR ASSESSMENTS, AND
HSW SHALL PROVIDE COMPANY WRITTEN NOTIFICATION OF SUCH TAXES AND COMPANY SHALL
BE RESPONSIBLE FOR THE PAYMENT OF ALL SUCH TAXES. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS SECTION, HSW SHALL BE SOLELY RESPONSIBLE FOR ALL TAXES
BASED ON ITS INCOME.
5.4
LATE PAYMENTS.
ANY AMOUNT NOT PAID WHEN
DUE HEREUNDER SHALL BE SUBJECT TO AN INTEREST CHARGE AT THE LESSER OF 1.5% PER
MONTH OR THE MAXIMUM RATE PERMITTED BY LAW.
6.
WARRANTIES
6.1
BY HSW.
HSW REPRESENTS AND WARRANTS TO
COMPANY THAT (I) IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT; (II) IT HAS ALL RIGHTS NECESSARY RIGHTS TO TRANSFER THE CONTRIBUTED
UPDATES AND GRANT THE LICENSES SET FORTH HEREIN; AND (III) COMPANY'S USE OF THE
PURCHASED UPDATES AS AUTHORIZED HEREIN DOES NOT AND WILL NOT INFRINGE OR
MISAPPROPRIATE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
6.2
BY COMPANY.
COMPANY REPRESENTS AND
WARRANTS TO HSW THAT (I) IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT; (II) IT HAS ALL RIGHTS NECESSARY TO FULFILL ITS OBLIGATIONS
HEREUNDER; (III) IT WILL NOT USE THE PURCHASED UPDATES OR ANY PORTION THEREOF IN
VIOLATION OF ANY APPLICABLE LAW, RULE, STATUTE, REGULATION, OR ORDINANCE; (IV)
IT WILL NOT USE OR MODIFY THE PURCHASED UPDATES OR