Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” attached hereto and incorporated herein (the “Schedule of Compensation”). Prices shall be firm as set forth in the Schedule of Compensation for the Term and, if the Board elects to exercise any renewal option, will be negotiated and agreed between the parties and approved by the Board. There will be no reimbursable expenses. The maximum compensation payable to Vendor for Products and Services during the Term shall not exceed the amount set forth in the authorizing Board Report, as referenced on the signature page of the Contract (as may be amended) (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contract. Vendor agrees not to perform beyond the above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not be obligated to pay for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contract. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract and the Board shall not be obligated to pay for any Products or Services not in compliance with this Contract. In the event the Contract is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided.
