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MASTER SERVICES AGREEMENT -1 <br />56428.0002.14325562.1 <br />an annual business review meeting with representatives designated by each party either via <br />teleconference or in person within 60 days before each anniversary of the Effective Date.Client <br />may request that these meetings occur more frequently. <br />1.4 Client’s Responsibilities.Client’s Representative will be responsible for exercising <br />general oversight of LIV’s activities in completing each SOW.Specifically,the Client ’s <br />Representative will represent the Client ’s interests in resolving day-to-day issues that may arise <br />during the term of this Agreement,shall participate regularly in conference calls or meetings for <br />status reporting,shall promptly review any written reports submitted by LIV,and shall approve <br />all invoices for payment,as appropriate.The Client ’s Representative shall give LIV timely <br />feedback on the acceptability of progress and task reports. <br />SECTION 2.COMPENSATION <br />2.1 Management Fee. <br />2.1.1 Unless a certain report type is noted as an exception on applicable SOW <br />(each,an “Exception”),LIV will collect and retain from each user submitting an inspection report <br />a fixed fee of $15.00 US for each system inspection submitted (the “Fixed Fee”).The Fixed Fee <br />will be due and payable by the end user upon uploading an inspection report.The Fixed Fee for <br />any Exceptions will not exceed $15 per report.The parties will meet and review the Fixed Fee on <br />or about each anniversary of the Effective Date.For clarity,the Fixed Fee is paid by the end user <br />(e.g.,the inspector)and the Client is not billed for any fees. <br />2.1.2 As part of the Services,LIV will collect all fees including the Fixed Fee,due <br />and payable by third party inspectors in connection with activities relating to Vault and the <br />Services,plus any additional fees that Client charges in connection with the activities relating to <br />the premises in question (the “Inspection Fees”).The Inspection Fees will be determined solely <br />by Client.If Client elects under the applicable SOW,it may add an administration fee to the <br />Inspection Fees charged to the Client ’s customers.If so,LIV will collect that administration fee in <br />addition to the Inspection Fees. <br />2.1.3 If Client elects to include any Inspection Fees,then within 30 days following <br />the end of each calendar quarter,LIV will remit to Client the amount by which the amount of <br />Inspection Fees collected during such quarter exceeds the amount of Fixed Fees due and <br />payable to LIV under this Agreement for such quarter. <br />SECTION 3.TERM AND TERMINATION <br />3.1 Term of Agreement.The term of this Agreement will be for an initial period <br />commencing on the Effective Date and running through the date that is Three year from the <br />Effective Date (“Initial Term”).Thereafter,the Term will automatically be renewed for 2 <br />additional one-year terms (each,a “Renewal Term,”and collectively with the Initial Term,the <br />“Term”)if,no later than 60 days before the expiration of the initial Term or any successive <br />Page 121 of 211