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2. Risk of Loss. BRC will relieve Licensee of responsibility for all risk of loss or damage to the Licensed Programs and Support documentation occurring during shipment. If the licensed Programs or Support Documentation are lost or damaged after delivery to the licensee, BRC will replace the licensed Programs or Support Documentation at BRC's then applicable charges for such replacement. 3. Installation and Trainina. (a) BRC shall assist the licensee in installing the licensed Programs on the Designated Machine and shall train Licensee's ~loyees in the use of the licensed Programs for the period and in the manner set forth in Attachment A-3. Additional training and installation will be provided by BRC if requested by licensee at BRC's then applicable charges for such training and installation. (b) licensee shall prepare the Designated Site in such a manner as to permit proper installation of the licensed Programs, particularly with respect to electric power and ambient conditions. licensee shall be responsible for the compatibility of the Designated Machine with the licensed Programs, except and unless the Designated Machine was supplied to licensee by BRC or an affiliate or subsidiary of BRC. 4. Acceptance. Licensee shall be deemed to have accepted the Licensed Programs when BRC has installed the Licensed Programs and they are in operating condition. Upon acceptance, BRC shall have no obligation to return the initial license fee or any other amounts paid pursuant to this license. If licensee shall rightfully reject the licensed Programs, then the licensed Programs shall be returned immediately to BRC and BRC shall have no obligation or liabilities except to return the initial license fee. 5. Modifications and Updates. (a) In the event BRC makes any Updates to the licensed Programs during the term of this license, BRC agrees to provide such Updates to licensee, along with related Support Documentation, free of charge. (b) In the event BRC makes any Enhancements to the licensed Programs during the term of this license, BRC agrees to offer such Enhancements to licensee if such offer would not violate any agreement with other customers of BRC. Additional license fees for each such Enhancement will be negotiated with the Licensee at the time the Enhancement is so offered. (c) licensee agrees to use the updated licensed Programs delivered to licensee by BRC. If new copies of the licensed Programs with Updates or Enhancements are delivered to licensee by BRC, licensee shall return all old copies of the licensed Programs to BRC within ten (10) days of such delivery. 6. Source Code Escrow BRC agrees to maintain a current copy of the source code of the Licensed Programs as well as any new releases in escrow with The Office of the Secretary of State of Texas during the term of this Agreement. Within ten (10) days from the date of any new release of the licensed Programs to Licensee, BRC agrees to place an updated copy of the source code with The Office of the Secretary of State of Texas. All costs of escrow, if any, shall be paid by licensee. A copy of the source code in escrow shall be released to Licensee during the term of this Agreement within thirty (30) days of the occurrence of anyone or more of the following events, if licensee shall request a copy and such event shall not be cured within ten (10) days of such request: (a) BRC ceases doing business without assigning this license to an affiliated corporation; (b) BRC declares bankruptcy, seeks protection under the Bankruptcy Act, or is forced into bankruptcy by its creditors; or (c) BRC fails to dispense the maintenance obligations set forth is Subsection C(S) of this license. D. Price and Payment. In consideration for this license, licensee shall pay BRC: 1. An initial License fee of $ 19.000 (the "License Fee"), which shall be invoiced on the date the Licensed Programs are delivered to Licensee and which shall be nonrefundable after Licensee accepts the Licensed Programs as provided in subsection C.4; 2. Within thirty (30) days after each anniversary of the delivery of the Licensed Programs until termination of this License, a subscription fee of $ 2.375 (the "Subscription Fee") which shall extend the term of this Agreement for an additional 12 months and which entitles Licensee to receive updates as provided in subsection C.5, provided that BRC may increase the Subscription Fee by giving Licensee at least one month written notice before the due date for payment of the fee, and Licensee shall then have the right to terminate this Agreement and its obligation to pay the new subscription fee by giving BRC ten (10) days written notice; 3. Interest at the highest lawful rate of interest in effect at such time and from time to time thereafter, on any payments due under this License if BRC shall not have received payment from licensee by the date such payment is due.