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(c) 'In the event of the nonpayment of undisputed Service Fees owed to Iron Mountain, Iron Mountain shall provide all
<br />Parties to this Agreement with written notice of iron Mountain's intent to terminate this Agreement Any Party to this
<br />Agreement shall have the right to snake the payment to iron Mountain to cure the default. If the past due payment is
<br />not reoelved in full by Iron Mountain within forty-five (45) calendar days of the date of such notice, then Iron
<br />Mountain shall have the right to terminate this Agreement at any time thereafter by sending written notice to all
<br />Parties. Iron Mountain shall have no obligation to take any action under this Agreement (except to those obligations
<br />that survive termination of this Agreement) so long as any undisputed Service Fees due Iron Mountain under this
<br />Agreement remain unpaid.
<br />General Inudenmity.
<br />Subject to Section 10 and 11, each Party shall defend, indemnify and hold harmless the others, their corporate affiliates
<br />and their respective officers, directors, employees, and agents and their respective successors and assigns from and against
<br />any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees),
<br />arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its
<br />subcaartractors, or the officers, directors, employees, agents, successors and assigns of any of them.
<br />S. Warran#Ics.
<br />(a) IRON MOUNTAIN WARRANTS ANY AND ALL SERVICES PROVIDED IUREUNDER SHALL BE
<br />PERFORMED INA WORKMANLIKE MANNER.. EXCEPT AS sPEaFm IN THIS SECTION, ALL EXPRESS
<br />OR IM uo) CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, 'WITHOUT
<br />LIMITATION, ANY EvIPL1ED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FORA
<br />PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A
<br />COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT
<br />ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY IRON MOUNTAIN
<br />PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND
<br />.EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE
<br />FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON -CONFORMING SERVICES. THIS
<br />DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED
<br />REMEDY SET FORTH ABOVE FAILS OF ITS F-SSI?NTIAL PURPOSE, TFM WARRANTY PROVIDED IS
<br />SUBJECT TO THE LH&TATION OF LIABILITY SET FORTH IN THIS AGREEMEbI'l'.
<br />(b) Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to
<br />promptly correct and update such Depositor Information during the Term of this Agreement
<br />(c) Beneficiary warrants that all Beneficiary information provided hereunder is accurate and reliable aid undertakes to
<br />promptly correct and update such BeneFxclary lnformadon during the Term of this Agreemennt.
<br />(d) Ownership Warranty. Depositor warrants that it is the owner or legal custodian of the Deposit Material and has felt
<br />authority to store the Deposit Material and direct their disposition in accordance with the terms of this Agreement.
<br />Depositor shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including
<br />reasonable legal fees) by reason of Iron Mountain's compliance with the instructions of Depositor in the event of a
<br />dispute concerning the ownership, custody or disposition of Deposit Material stored by Depositor with Iron Mountain,
<br />Confidential Information.
<br />iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as
<br />provided in this Agreement Iron Mountain shall not use of disclose the Deposit Material. Iron Mountain shall not disclose
<br />the terms of this Agreement to any third party. If von Mountain receives a subpoena or -any other order from a court or
<br />other judicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron Mountain will immediately
<br />notify the Parties to this Agreement unless prohibited by law. Ater notifying the Parties, Iron Mountain may comply in
<br />good faith with such order. It shall be the responsibility of Depositor or Beneficiary to challenge any such order; provided,
<br />however, that Iron Mountain does not waive its rights to present its position with respect to any such order. iron Mountain
<br />will cooperate with the Depositor or Beneficiary, as applicable, to support efforts to quash or limit any subpoena, at such
<br />party's expense. Any Party requesting additional assistance shall pay Iron Mountain's standard charges or as quoted upon
<br />submission ofa detailed request.
<br />1.0. Limitation ofLiabili
<br />NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALL LIABILITY, IF ANY, WDETHER ARISING
<br />IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT
<br />SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OF, OWED TO IRON
<br />MOUNTAIN UNDER. THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN 11BLATION TO A SPECIFIC
<br />DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO
<br />SUCH DEPOSITS. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR. (I) ANY CLAIMS OF
<br />M3P D Rev. 06/01/08 02008 Iron Mountan Incorporated Page 3 of 13
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