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(iv) The other Party (a) terminates or suspends its business activities, (b) becomes insolvent,
<br />admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit
<br />of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or
<br />(c) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes
<br />which is not rescinded within sixty (60) days.
<br />7.5 Acceleration of Payments. In the event CUSTOMER is in default in making any payment to
<br />COMPANY when due, COMPANY may suspend CUSTOMER's access to, and COMPANY's performance of, the
<br />Services until CUSTOMER has cured such default and made the required payments, and arrangements have
<br />been made reasonably satisfactory to COMPANY that ensure the payment of future invoices. At COMPANY's
<br />sole option, at any time CUSTOMER is in default of any payment due under this Agreement, and regardless
<br />of whether COMPANY terminates this Agreement for Cause, COMPANY will have the right to declare all
<br />amounts payable hereunder, under Schedule A, and including, without Iimitation, all costs, expenses,
<br />interest charges and fees, to be immediately due and payable without notice to CUSTOMER; and, COMPANY
<br />will have all remedies available to it at law or in equity for collection of such amounts payable. COMPANY's
<br />failure to exercise such option to accelerate will not constitute a waiver of such right to accelerate at any
<br />subsequent time or waive any future right to accelerate. In addition, CUSTOMER agrees that if it is in default,
<br />and regardless of whether COMPANY terminates this Agreement for Cause, damages will be difficult to
<br />ascertain such that COMPANY will be entitled to: (i) all amounts due and owing under all uncompleted Services
<br />hereunder, and; (ii) all amounts which would have become due hereunder had this Agreement continued
<br />for the entire Initial Term or any Renewal Term, as applicable, including, without limitation, all costs,
<br />expenses, interest charges and fees, to compensate COMPANY for lost opportunities, as liquidated damages, and
<br />not as a penalty, in addition to all other rights and remedies available to COMPANY.
<br />7.6 Return Of Materials. Upon termination of this Agreement consistent with the terms herein,
<br />COMPANY may immediately discontinue CUSTOMER's access and use of the Services. CUSTOMER will
<br />promptly discontinue use of any Services, and return any Software and Confidential Information that
<br />CUSTOMER has received from COMPANY.. Notwithstanding the foregoing, CUSTOMER may request that
<br />COMPANY a) erase and destroy or b) export and deliver to CUSTOMER the Submitted Data. COMPANY will
<br />provide CUSTOMER with an estimate of the costs and amount of time required to export and deliver the
<br />Submitted Data and, upon CUSTOMER's payment of the estimate, COMPANY will commence with such
<br />project.
<br />7.7 . Effect of Termination. Notwithstanding any termination of this Agreement, Section 6
<br />("Confidentiality") will survive for a period of five (5) years, Section 10.3 ("Employee Solicitation") will
<br />survive for a period of one (1) year, while Sections 5 ("Proprietary Rights"), 7.4 ("Acceleration of
<br />Payments"), 8 ("Disclaimer; Limitation of Liability"), 9 ("Indemnification") and 10.5 ("Governing Law and
<br />Enforcement of Agreement") will survive termination of this Agreement indefinitely. All other rights
<br />granted hereunder will cease upon termination.
<br />8. DISCLAIMER; LIMITATION OF LIABILITY
<br />8.1 Disclaimer. TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS UNAMBIGUOUSLY
<br />AND EXPRESSLY SET FORTH IN ANY SCHEDULE FORMING A PART OF THIS AGREEMENT, THE SERVICES
<br />ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES
<br />CONNECTED WITH, RELATED TO OR ARISING OUT OF THIS AGREEMENT. COMPANY EXPRESSLY
<br />DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ACCESS OR USE OF THE SERVICES, SOFTWARE
<br />OR SERVICE DATE WILL BE ERROR -FREE, SECURE OR UNINTERRUPTED, OR THAT INFORMATION OR
<br />SUBSCRIPTION AGREEMENT FOR:
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