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0 N(.,(" 10t,4111) 1484-2007
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<br />11,1 Nothing in this Clause 11 excludes at limits tiro liability o1 NCC Group for gross negligence or JAWA11Onai
<br />misootduel,
<br />11.2 Sub)0ot to Clause 1 I.I. NCO. Group shall not be liable for
<br />11.2.1 any loss or damage caused (a either Llconeor or Licenses except to Ills extent ilial such loss or
<br />damage Is caused by iho nogllgant note or omissions of or a branch of any contractual duty by NCC
<br />Group, Its ampiayess, agents or cub -contractors and in such event NCC Group's total liability Willi
<br />regard to all claims arising under or by virtue of title Agreement or In contraction Will ilio pottormance
<br />or contemplated porlormeneo of title Agreement, shalt not exceed iho sum of $100,000 (one hundred
<br />thousand Uta dollars); and
<br />11.2.2 any special, indlrecl,lncidont0l orconaaquenital damages whatsoever,
<br />11,3 NCC Group shell not be responsible In any Inonnor whalsoaver for pay failure or Inability of Licensor or Mconsae to
<br />partomt or comply vrlth any provision of this Agreement,
<br />11A NCC Group shall not be liable In any way to Licensor or Licensee (or acting In aceordonce with the forms of this
<br />Agreement and specl0oally (without lindtellon) for acting upon any notice, written request, waiver, 00oonnt, tecolpt,
<br />statutory daclarailon or any other document fumlahad to It pvrsuant to and in accordance will) this Agreement,
<br />11.5 NCC Group shall not be required to make any investigation Into and shalt be entitled in good faith w111101,11 incurring
<br />any Ilabillly to Licensor or Liconsoo to aosumo (Wilhout raquostIng evidence Ihoreoq the validity, authenticity,
<br />vorriolly and due and authorized exooutlon of any documents, written requests, waivers, consents, receipts,
<br />statutory declarations or nalleas resolved by It In respect of this Agreement.
<br />12 indemnify
<br />Licensor across to defend and Indemnity NCC Group and to hold NCC Group harmless from and against any dil lmo, suits
<br />or other proceedings, stollens, losses, costs, liabilities or expenses incurred in connection wllh the defense thereof (inctudino
<br />reasonable attorney's (000), in each case which may be imposed on, or tncutred by or asserted against NCC Group In
<br />any way arising out of or teleling to this Agreement, provided that Licensor sltaii not be liable for that portion of any each
<br />Indomnlcoation amount raoulgng from NCC Group's negligence or intentional misconduct.
<br />13 Term andlTerndualtau
<br />13,1 This Agreement shall continue until terminated in accordance with this Clause 13.
<br />13,2 if Licensor or Licensee, as the cuss may be, fells to pay an invoice addressed to h for services under this
<br />Agreement within 30 days of Ito lasuo, NCC Group teoorvee the right to glue 0101 pally Written notice to pay Ilia
<br />outolanding fnvoloo Within 30 days, If Llcenear has not paid its Invoice by ilia expiry of the 30 day notice period,
<br />NCC Group will give Licensee($) a period of So days to pay Licenser's invoice, If Llcansor or Licenses (as
<br />appropriate) line not paid its invoice offer being given notice, In oocordenoo with titre Clause, NCC Group shall have
<br />the right to terminate this Agreement or the teulshailon of Licenses (as appropriate) withotd further notice, Any
<br />amount$ owod by Licensor but paid by Licensaa(s) will he rocovefeble by Llconsee(s) directly from Licensor as a
<br />debt and, If requestod, NCC Group shall provide appropriato documentation to assist to such rocovary.
<br />13.3 Upon termination of this, Agreement in Ila entirely under the provisions o1 Clause 13.2, for 3n days from the dote
<br />of termination NCC Group wilt make the Escrow Material available (or collection by Licensor or Its agents from the
<br />premises of NCO Group during office hours. After such 30 day period NCC Group has (lib authority (o destroy site
<br />5evroW Motorial,
<br />13.4 Notwithstanding any other provision of this Clause 13, NCC Group mny resign as Escrow Agent hereunder and
<br />terminate this Agroamoht by olving alxty (00) days vnilten notice (a Licensor and Licensee(s), In ilia event that It
<br />Is terminated to entirely, Licensor slid Licensees) shall appoint a muivacy accoplable new custodian under
<br />a mutually acceptablo wrglen agreement, 11 a new custodian Is not appointed within 14 days of delivery of such
<br />note*, Lteonsor or Mconaeo(a) shall be entitled to request thb Amerlean Arbitration Association to appoint a outlaws
<br />neW ouelodlan upon forms and conditions consistent with those In (ills Agmamenl, Such oppolntment shall he final
<br />and binding on Licensor and Liconsee(s), if NCC Group to notified of the new custodian within Ilio notice period,
<br />NCC Group will forthwith deliver the Escrow Material to lite now custodian. if NCC Group is not nollfiod of the now
<br />custodian within Ills notice period and itis Agreement line been terminated In its entirety, NCC Group will tolurn the
<br />Escrow Motorial to Licensor.
<br />13,5 Licensee may terminate this Aorownent in respect of itself only at tiny limo by giving sixty (00) days pilar writton
<br />nodoa to NCC Group.
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