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1 I . Limitation of Liability.
<br /> IN NO EVENT SHALL NC4 OR ITS LICENSORS OR SUBCONTRACTORS OR ANY OF THEIR
<br /> SUBSIDIARIES BE LIABLE FOR LOSS OF DATA OR SYSTEM USE, DOWNTIME, GOODWILL, PROFITS
<br /> OR OTHER BUSINESS LOSS, LOSS OR INACCURACY OF DATA, OR ANY OTHER INDIRECT,
<br /> INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH LICENSEE' S USE OF
<br /> THE SOFTWARE, NC4'S PROVISION OF THE SERVICES, OR THIS AGREEMENT, UNDER CONTRACT,
<br /> TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. THIS LIMITATION SHALL
<br /> APPLY EVEN IF NC4 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
<br /> NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED
<br /> HEREIN. IN NO EVENT SHALL THE TOTAL LIABILITY OF NC4 AND ITS SUBSIDIARIES, INCLUDING
<br /> BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF
<br /> WARRANTY, INFRINGEMENT OR OTHERWISE, EXCEED THE FEES PAID BY, OR ON BEHALF OF,
<br /> LICENSEE FOR THE APPLICABLE SOFTWARE OR SERVICES, ON A PER-ORDER BASIS, WHICH ARE
<br /> THE DIRECT CAUSE OF THE DAMAGES OR LIABILITY CLAIMED. IN NO EVENT SHALL NC4 HAVE
<br /> ANY LIABILITY FOR LICENSEE'S OR ANY AUTHORIZED END-USERS' USE, MISUSE, OR FAILURE TO
<br /> USE THE SOFTWARE.
<br /> 12. Term and Termination.
<br /> 12. 1 Term. This Agreement shall commence as of the Effective Date and continue in full force and effect unless
<br /> terminated in accordance with Section 12.2. Termination or expiration of the Support under this Agreement shall
<br /> not terminate, modify, or otherwise legally affect the license granted in Section 2. 1 hereof.
<br /> 12.2 Termination. This Agreement may be terminated as follows:
<br /> (a) Licensee Termination upon Notice. Licensee may terminate this Agreement in its entirety, or only
<br /> Support under this Agreement, at any time by sending a written notice of termination. Upon any such termination
<br /> by Licensee, all Fees owed by Licensee and unpaid as of the date of termination shall become due and payable to
<br /> NC4, upon presentation of an invoice for such Fees to Licensee.
<br /> (b) Licensee Termination for Material Breach. Licensee may terminate this Agreement if NC4 breaches
<br /> any of the material terms of this Agreement and fails to cure such material breach within thirty (30) days after
<br /> receipt of written notice of such material breach.
<br /> (c) NC4 Termination for Material Breach. NC4 may terminate Support, Optional Services, or any
<br /> Additional Services under this Agreement if Licensee breaches any of the material terms of this Agreement and fails
<br /> to cure such material breach within thirty (30) days, after receipt of written notice of such material breach.
<br /> Nothwithstanding anything herein to the contrary, NC4 may terminate this Agreement and the license granted in
<br /> Section 2. 1 hereof if Licensee materially breaches any of the confidentiality provisions set forth in section 8.
<br /> (d) Either party may terminate this Agreement if the other party (i) becomes insolvent, (ii) makes an
<br /> assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking
<br /> reorganization, (iv) has a receiver appointed, or (v) institutes any proceedings for the liquidation or winding up;
<br /> provided, however, that, in the case any of the foregoing is involuntary, such party shall only be in breach if such
<br /> petition or proceeding has not been dismissed within ninety (90) days.
<br /> 12.3 Effect of Termination. To the extent allowed by law, upon termination, Licensee shall de-install the
<br /> Software and, at NC4's sole discretion, either destroy or return all Software copies and documentation. Licensee
<br /> shall certify to NC4 in writing within five (5) business days of the termination notice that Licensee has complied
<br /> with this Subsection 12.2 and that no Software is being used or retained on any computer or storage device. Upon
<br /> termination, NC4 shall have the right, at any time, to terminate the license and take immediate possession of the
<br /> Software and all copies wherever located, without demand or notice.
<br /> NC4 Public Sector LLC 8
<br /> Standard License Agreement ( 10.05)
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