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Agreement between Vfsfphor Corporation and City o/Santa Ana [Exhlb/t E] 6.8 Except for the indemnification obligations of VISIPHOR incorporated into this Agreement under Section 4.2, except for the indemnification obligations of VISIPHOR under Section 6.9 of this License Agreement with respect to any Loss azising from the breach of any of the warranties in Sections 6.3, 6.4 and 6.5, and except as otherwise provided in the other Transaction Documents, th no event will either party, their assignees or their respective directors, officers, public officials, shareholders, employees or contractors be liable for any incidental, indirect, special or consequential damages, nor for any loss of use, revenues, profits or savings for any matter whatsoever, even if that party knew or should have known of the possibility or likelihood of such damages. The foregoing exclusion will not apply to any malicious or wilful misconduct by either party. 6.9 Except for the amount of any Loss payable to the Customer under Section 4.2, and except for the indemnification obligations of VISIPHOR under Section 6.9 of this License Agreement with respect to any Loss arising from the breach of any of the warranties in Sections 6.3, 6.4 and 6.5, for which there is no limitation and except as otherwise provided in the other Transaction Documents, the liability of either party arising out of this License Agreement shall not exceed the aggregate amount paid by the Customer to VISIPHOR under the Transaction Documents. The Customer acknowledges that the Software may be used in the suspect identification process by automatically retrieving from a database candidate facial images and textual information that are determined by the facial recognition algorithm and search utilities to "match" the facial image used to "probe" the database. The Customer further acknowledges that a "facial recognition" match is only one of many due diligence steps associated with the identification process, and that the responsibility and rationale for all final identification decisions rest with the officer and agency using the tool. Therefore, VISIPHOR will have no liability to any Person for any loss, liability or damage resulting from the mis- identification of asuspect or other individual resulting from the use of the Software. TERMINATION 7.1 The License will be perpetual unless terminated as provided herein. 7.2 VISIPHOR will have the right to terminate the License and this License Agreement immediately upon written notice to the Customer if the Customer breaches Sections 3.l(a), 3.1(b), 3.3, 3.6, 5.2 or 7.12 of this License Agreement, and Section 7.4 does not apply to such breach, and such breach is not cured to the satisfaction of VISIPHOR, acting reasonably, within 30 calendar days after notice in writing to the Customer describing the breach th reasonable detail, provided that if a breach specified in a notice under this section cannot be remedied with the exercise of due diligence by the Customer within such 30 calendar day period, then the Customer will have such additional period to remedy the breach as may be required, so long as the Customer diligently proceeds with such remedying process. 7.3 [n addition to the obligations of the parties under Section 7.10; upon termination of the License and this License Agreement by VISIPHOR pursuant to Section 7.2 all payments to VISIPHOR accrued pursuant to this Agreement will become due and payable by the Customer within two weeks after the effective date of termination. Confidential Pageb Ciry of Santa Ma-ExbibitE Copyright®2006-Visiphor Corporation Deleted: ]6/072006 J 17/0