UNIVERSITY OF CALIFORNIA REGENTS- BERKELEY- 2-2007

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t:l.L/.Lb/:Ll:::Jt" 12:61 5Hl6653454 ITS TTP PAGE 64/67 attorneys' fees, or claims for injury or damages arising out of lJle performance of this Agreement but only in proportion to and to the extent that such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the University, its officers, agents, or employees. Th. The Sponsor shall indemnify, and hold the University, its officers, employees, or agents harmless from and against any and all ]iability, loss, or expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the performance of this Agreement, bul only in proportion to and to the extent that such liability, loss, expellSe, attorneys' fees, or claims for injury or damages arc caused by or result from the negligent or intentional acts or omissions of the Sponsor, its officers, agents, or employees. 8. TrademarklUDlvenity Name, The University's name and tradcmlllb are protected by California law and may not be used without prior written approval of the Regents of the University of California except to indicate identification or location. 9. Modification. This Agreement may be modified only by mutual written agreement of both parties. The University willllOtify the Sponsor in writing of any substitution in the instructional team identified herein. 10. Course cancellation or rescheduling. lOa. The University may upon five (5) businl1SS days written notice to the Sponsor cancel or reschedule the Course for any reason without penalty. lOb. The Sponsor may cancel the Course upon written notice to the University up until fifteen (15) days before the date of delivery named in Paragraph Ib without penalty. lfthc Sponsor cancels the Course after this date, the Sponsor agrees to pay the full filted fee for the Course. I Dc. The Sponsor may request the University to reschedule the Course delivery at II.llY time. The University will make a good faith attempt to accommodate the Sponsor's request. The Sponsor agrees to pay actual direct costs incurred by the University as a result of rescheduling the Course, up to a maximum of the full fixed fee. This cost for rescheduling shall be paid in addition to the fixed fee for Course delivery as described in Paragraph 4. The more notice and flexibility the Sponsor gives the University with regard to a request for rescheduling, the less likelihood there will be of incurring any extra fee. II. Disputes. In the event of a dispute, this Agreement will be governed by California law and the parties agree to non-binding arbitration in Alameda County under the rules of the American Arbitnalion Associalion. University of California,Berkeley Business Contracl OfficcJITS Contract Training: SANTA ANA 1/16/2007 Page 4