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12. Successors In Interest. Except as otherwise prohibited herein, this AGREEMENT shall be binding upon all successors in interest of the parties hereto. 13. Notices. All notices, demands, or requests made pursuant to or required by this AGREEMENT shall be in writing and shall be sent by United States certified mail, postage prepaid, addressed to the party hereto at the address set out herein for the parties being notified in this AGREEMENT. Such notices, demands or requests so mailed shall be deemed given at the time of mailing. 14. Entire Agreement. This AGREEMENT comprises the entire AGREEMENT between the parties hereto and no modification or amendment hereto shall be enforceable unless the same is in writing and signed by all parties hereto. 15. Invoicing and Payment. Payments shall be made by Licensee to Licensor as set forth in Appendices "A" & "B". All amounts due under any invoices shall be due and payable within forty-five (45) days after the date of said invoices. As set forth in Appendices "A" and "B", Licensor shall be reimbursed for the following out-of-pocket expenses: Per diem at $39 per day; Mileage to and from Licensor's office at a rate of $.89 per mile (includes personnel travel time and mileage expense); and travel expenses such as air fare, motels (billed at cost incurred). If travel is conducted via air transportation then Licensee will be billed $ 40.00 per hour for personnel travel time. Licensor reserves the right modify above rates at its discretion. 16. Changes. The Licensee may, by written change order, request changes within the general scope of this AGREEMENT, in the schedule, specifications, or quantity of work to be performed hereunder, and Licensor shall be entitled to a reasonable period of time to prepare, program and install said changes. Additional fees will be charged to Licensee for such changes as set out in Appendix "A". 17. Third Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of a third party beneficiary, and this Agreement shall not be construed so as to create such status. The rights, duties and obligations contained in this Agreement shall operate only between the parties to this Agreement, and shall inure solely to the benefit of the parties to this Agreement. The provisions of this Agreement are intended only to assist the parties in determining and performing their obligations under this Agreement. The parties to this Agreement intend and expressly agree that only parties signatory to this Agreement shall have any legal or equitable right to seek to enforce this Agreement, to seek any remedy arising out of a party's performance or failure to perform any term or condition of this Agreement, or to bring an action for the breach of this Agreement.. 18. Understanding. The parties hereto state that they have read this agreement and it accurately reflects the AGREEMENT between the parties hereto and each of them agree to be bound by the terms hereof. This Agreement is the parties' entire agreement relating to the Software. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. This Agreement is effective upon final acceptance by CSA, signified by the counter-execution and dating of this Agreement by an authorized representative as indicated below and the insertion of the Acceptance Date at the beginning of this Agreement. 7