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assignment shall be voi~ and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party under any bankruptcy, insolvency or reorganization proceedings. 4.4 Subject to the conditions of Article 4.2, if this Agreement is suspended or terminated by the LIBRARY, whether for cause or convenience, then, effective upon the date of suspension or termination, the LIBRARY shall be relieved of further payment obligations, and shall be liable for payment only for those goods and Services satisfactorily received prior to the date of suspension or termination. If the Agreement is terminated, any pre-paid maintenance fees shall be refunded to the LIBRARY to the date of termination on a pro-rated basis. If the Agreement is mutually reinstated, then the LmRARY shall reassume its payment obligations. 5. Return or Destruction of Licensed Software . If this Agreement is terminated, whether for cause or convenience, and the right to continued use of the Software and Software Materials under the conditions set forth herein is withdrawn, then all Software and Software Materials must be returned to GIS, or if so requested in writing by GIS, destroyed. Within one (1) month after the date of discontinuance of any license granted hereunder, the LIBRARY will furnish to GIS if requested, a certification that through the LIBRARY's best efforts and to the best of the LIBRARY's knowledge, the original and all copies of the Software and Software Materials received from GIS or made in connection with such license have been returned or destroyed. This requirement will apply to all copies in any form, including translations, whether partial or complete, and whether or not modified or merged into other Software Materials as authorized herein. 6. Payment 6.1 Fees enumerated in Schedules B through G are summarized in Schedule H herein. 6.2. Payment for all deliver abies shall be made in accordance with the terms set forth in Schedule H herein. 6.3 Payment in full on all invoices is due according to the terms of this contract or within 30 days of the invoice date, whichever date is later. Within twenty (20) days of receipt of the invoice, the LIBRARY may serve GIS with written notice disputing any charge. If the dispute is not resolved within twenty- five (25) days of receipt of said written notice, then either party may file for arbitration. 6.4. In the event that payment is not made in full according to the specified terms, a service charge will be added to the undisputed balance after deducting all payments and credits. For any payment considered past due and undisputed by the LIBRARY, the LIBRARY agrees to pay interest at 1 % per month (effective annual rate of 12%) on the unpaid balance or the highest rate permitted by law, whichever is less. 6.5. If failure to pay according to the terms of this Agreement causes this account to be assigned for collection, or causes legal action to be taken, the LmRARY agrees to pay all costs of collection incurred by GIS, including court costs and reasonable attorney fees, if the LIBRARY is found to be at fault. 6.6. In the event the Operational Date is other than the first day of the month, maintenance and subscription fees will be pro-rated accordingly. Maintenance and subscription fees are subject to change annually, such change commencing one (1) year from the Operational Date and effective upon one hundred and twenty (120) days written notice to the LIBRARY. If the charge for any service provided under this Agreement is increased by GIS, the LIBRARY may, with ninety (90) days prior written notice, terminate this agreement upon the effective date of such increase. Otherwise the new POLARIS ~ II