purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges.

economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the

Significant Added Functionality. All ​ Applications must have been developed by ​ or its Contractors. ​ Applications must have significant added functionality and custom features developed by ​ beyond those available in the Licensed Software as delivered to ​. The ​ Application must be designed such that Customer users of the ​ Application may modify input parameters, but the ​ Application may not allow Customer users to directly or indirectly modify the Licensed Software q code or otherwise create new functionality in the ​ Application. In addition, ​ may not accept code from the Customer for inclusion in the ​ Application or otherwise customize the ​ Application for a specific Customer.

It is recorded that the payment to the Principal as provided herein is not inclusive of Value Added Tax (VAT).

It is understood and agreed between the Parties that any payments made under this Agreement are exclusive of any value-added tax, sales tax, consumption taxes or other similar taxes (“Indirect Taxes”), which shall be added thereon as applicable. Where an Indirect Tax is properly added to a payment made under this Agreement, the Party making the payment will pay the amount of Indirect Tax only upon receipt of a valid tax invoice issued in accordance with the Laws and regulations of the jurisdiction in which the Indirect Tax is chargeable.

Prices. All prices are firm and shall not be subject to change. Seller’s price includes all payroll and/or occupational taxes; any value added tax that is not recoverable by Buyer and any other taxes, fees and/or duties applicable to the goods and/or service purchased under this Order; provided, however, that any value added tax that is recoverable by Buyer, state and local sales, use excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’ invoice, if Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if sue value added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller an provide to Seller a valid tax receipt in Seller’s name, If Seller is exempt from such withholding taxes or eligible for a reduced rate of withholding tax as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax residency certificate or other documentation, as required by the applicable government regulations, at a minimum of thirty (30) days prior to payment being due. Seller agrees that it will not sell \goods using comparable material systems and technology to other customers at more favorable gross margins than those given Buyer.

“Sales Tax Component” means that portion of the Receivable that comprises sales, goods and services, harmonized sales, value added, use, transfer or similar taxes payable by an Obligor.

Economic value added or economic value added momentum;

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to minimize tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by one Party to the other Party under this Agreement. Without limiting the generality of the foregoing, the withholding Party will provide the paying Party any tax forms and other information that may be reasonably necessary in order for to lawfully avoid tax withholding. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax.

“Tax” means any U.S. federal, state, local or non-United States income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, real property, personal property, capital stock, social security (or similar), unemployment or other tax and any interest, penalties or additions to tax in respect of the foregoing.