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foregoing,if a final injunction is,or Cassidian Communications believes,in its sole discretion,is likely to be,entered
<br /> prohibiting the use of the software by Licensee as contemplated herein, Cassidian Communications will, at its sole
<br /> option and expense, either(a)procure for Licensee the right to use the infringing software as provided herein or(b)
<br /> replace the infringing software with noninfringing, functionally equivalent products, or (c) suitably modify the
<br /> infringing software so that it is not infringing; or (d) in the event (a), (b) and (c) are not commercially reasonable,
<br /> terminate the license,accept return of the infringing software and refund to Licensee an equitable portion of the license
<br /> fee paid therefor. Except as specified above, Cassidian Communications will not be liable for any costs or expenses
<br /> incurred without its prior written authorization. Notwithstanding the foregoing,Cassidian Communications assumes no
<br /> liability for infringement claims with respect to software(i)not supplied by Cassidian Communications, (ii)made in
<br /> whole or in part in accordance to Licensee's specifications, (iii) that is modified after delivery by Cassidian
<br /> Communications, (iv)combined with other products,processes or materials where the alleged infringement relates to
<br /> such combination,(v)where Licensee continues allegedly infringing activity after being notified thereof or after being
<br /> informed of modifications that would have avoided the alleged infringement, or (vi) where Licensee's use of the
<br /> software is not strictly in accordance with this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION
<br /> STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CASSIDIAN COMMUNICATIONS AND THE
<br /> EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF
<br /> ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY
<br /> RIGHT BY THE SOFTWARE.
<br /> 11 Injunctive Relief. Each party acknowledges that a violation or threatened violation by it of Section 8 or 9 hereof
<br /> would result in damage that is largely intangible but nonetheless real and that is incapable of complete remedy by
<br /> award of damages. Thus,such violation or threatened violation will give the injured party the right to a court-ordered
<br /> injunction to specifically enforce such covenant or obligation. The party in violation of any such section shall pay as
<br /> damages reasonable expenses,including but not limited to attorney fees,incurred in obtaining specific enforcement.
<br /> 12 Term. This Agreement will commence upon the Effective Date and shall end June 30,2014. During the Initial
<br /> Service Term, this Agreement shall not be terminable by Licensee, except in instances of material breach(described
<br /> below). Immediately following the Initial Service Term,this Agreement shall automatically renew for additional one
<br /> (1)year terms("Renewal Term")in accordance with Paragraph 2.3,above.
<br /> 13 Termination.
<br /> 13.1 Cassidian Communications may terminate this Agreement without further obligation or liability to Licensee
<br /> if.
<br /> 13.1.1 Licensee fails to timely pay any amounts due under this Agreement and fails to make such
<br /> payments within ten(10)days of notice from Cassidian Communications;
<br /> 13.1.2 Licensee commits any material breach of this Agreement and fails to remedy such breach within
<br /> ten(10)days of notice from Cassidian Communications;or
<br /> 13.1.3 Licensee becomes the subject of a petition in bankruptcy; is or becomes insolvent; or admits a
<br /> general inability to pay its debts as they become due.
<br /> 13.2 Licensee may terminate this Agreement if Cassidian Communications commits any material breach of this
<br /> Agreement and fails to remedy such breach within sixty(60)days of notice from Licensee.
<br /> 13.3 Upon termination or expiration of this Agreement, Licensee shall be prohibited from further use of the
<br /> services, Software and Documentation and shall immediately return copies of the Software and Documentation in its
<br /> possession,if any,to Cassidian Communications. All amounts owed to Cassidian Communications,including but not
<br /> limited to amounts due for setup services provided by Cassidian Communications, shall be immediately due and
<br /> payable, and Cassidian Communications will cease performance of all obligations hereunder without liability to
<br /> Licensee. Sections 2, 7,8,9, 11, 13.3, 14 and 19 will survive termination or expiration. Upon termination,Licensee
<br /> shall have thirty(30)days to notify Cassidian Communications if it opts to have Licensee Data returned by Cassidian
<br /> Communications at the expense of Licensee. If Licensee does not contact Cassidian Communications during such
<br /> timeframe,Cassidian Communications may destroy the Licensee Data.
<br /> 14 Other Remedies. Cassidian Communications'rights and remedies under this Agreement will be cumulative and
<br /> in addition to all other rights and remedies available to Cassidian Communications in law and in equity.
<br /> 15 Assignment. Neither this Agreement nor any rights or duties hereunder may be transferred,assigned,sublicensed
<br /> or otherwise disposed of by Licensee to a third party, by operation of law or otherwise, without Cassidian
<br /> Communications' prior written consent. Notwithstanding the foregoing, Cassidian Communications may assign its
<br /> interests to a parent or affiliate company in the event of sale or merger of its assets so long as the acquiring entity
<br /> agrees to assume all of Cassidian Communications'duties and obligations hereunder.
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