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Z'iJ£ ARTICLE 3 - PRICES AND PAYMENT 3.1 Licensed Software and Desiqnated Equipment Fees. Client agrees to pay Sandpiper the Licensed Software fees ( "Licensed Software Fees") in Exhibit B in accordance with the payment schedules therein. 3.2 Taxes. Client shall be responsible for and shall pay or reimburse Sandpiper for any fees, assessments, charges, duties and taxes (including, but not limited to, sales or use taxes) which may now or later be paid or payable by Client or Sandpiper by virtue of this Agreement or the performance of any duty under this Agreement, excluding taxes based upon the net income of Sandpiper. Upon receipt of a valid tax exemption certificate from Client, Sandpiper will honor the certificate to the extent permitted by law. 3.3 Payment of Invoices. Client agrees to pay all invoices from Sandpiper within thirty (3 0) days of each invoice date; provided, however, that if Client is subject to a Maintenance Agreement by and between Sandpiper and Client then in effect, and such Maintenance Agreement provides for terms governing the payment of invoices which conflict with the foregoing sentence, then such terms shall govern the payment of invoices by' Client under this Agreement. Sandpiper reserves the ri~ht to charge and collect a service fee on any unpaid amount equal to the lesser of (a) one and one half percent (1-1/2%) per month or (b) the highest interest rate legally permitted. Client also agrees to reimburse Sandpiper for all reasonable collection expenses, including reasonable attorneys' fees and court cos ts, for delinquent amounts. Notwithstanding the foregoing, if Client has a bona fide dispute as to the amount of any invoice, Client agrees to pay Sandpiper the undisputed amount of any invoice and, within thirty (3 0) days or less of the invoice date, provide its Sandpiper with a detailed writt~n description of any disputed amounts and the basis for Client's claim that such amounts are not yet due and payable. Disputed charges withheld from payment by Client in accordance with the provisions of this Paragraph 3.3 shall not be subject to any service fees or collection expenses. 3.4 Third Party Financinq or Leasinq. Client shall remain liable to Sandpiper for all payments under this Agreement even if financing or leasing is being obtained from a third party whether or not Sandpiper has knowledge of the third party, or assisted Client in arranging for the financing or leasing. In the event that financing or leasing is being obtained from a third party, then Client shall provide Sandpiper with written confirmation of financing approval.