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~te_2 Unisys may terminate SURETY Suppo rvicss a change sup- pai to Client for a Product upon srx mot~;~s written notice a at the expiration of the then-current term to SURETY Support Services, whichever occurs earlier 18.3 Either party may terminate any license fa Software or arty SURETY Support Services upon expiration of the applicable term by providing 30 days prior writltM notice. FaYure to give such notice wiU result in a renevwal or extertaion of the license a service in accordance with the provisions of this Agreement The licenses tar any Software automatlcalry terminate upon CtienCs discontinuance of use of the SPU on which itte Software was Ctcensed, at uArich time Client must either destroy a return the Softvrrrs and docurnenbtion to Unisys.. Upon termination a cancellation o15URETY Support Services. all diagnostics will be tattooed to Unisys. 16.4 Without prejudice to other remedies. Unisys may cancel this Agreement or any order placed under it. for default and repossess Products (excluding only equipment far which the purchase price has been fully paid). if, upon traitten notice, Clent tails to {s) make any payment identified as delinquent {includ'Ing payment of charges to services) within ten days or (b} cure any default relating to Sections 10 a 11 within 3o days. 18.5 Unisys may terminate SURETY Support Services on 30 days prig Witten notice if Unisys determines that any alterations, attachments, Client Software modification or failure to install a maintenance release will Interfere with the provision of such services. 18.6 Termiaa6on a canceNation of this Agreement will not affect any rights a duties arising under it with respect W Proprietary Information a security interest. '1T. Notices t i. f Alt notices required by this Agreement to be gitren to Client wiU be sent to its address on Me cover page of this Agreement. 17.2 AIt notices required by Sections 15 and 16.1 and aB requests for information under Section 8 wip be sent by certified a registered mail and, when given to Unisys. addressed to: Office of General Counsel Unisys Corporation URlsys Way Blue Bell PA 19424 cc: Regional Vice President 11.3 AN other notices to Unisys will tx sent to the Unisys office which has been servicing Client. 18. Dispute Resolution 18.1 Disputes and Demands ANY CLAIM OR CONTROVERSY RELATED TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT OR iN TORT ("DISPUTE'), MALL BE RESOLVED ON A CONFlDENTIAL BASIS ACCORDING TO THE FOLLOWING PROCESS. WHICH EITHER PARTY MAY STAttT BY DELNERING TO THE OTHER PARTY A WRITTEN NOTICE DESCRtB1Nfi THE DISPUTE AND THE AMOUNT INVOLVED (" 18.2 Negotiation and Wdlbrtlon -AFTER RECEIPT OF A DEMAND, AUTHORED REPRESENTATIVES OF THE PARTIES WILL MEET AT A MUTUALLY AGREED UPON T1YE AND PLACE TO TRY TO RESOLVE THE DISPUTE t3Y NEGOTIATION. IF THE DISPUTE REMAINS UN- RESOLVED AFTER THIS MEETING, EITHER PARTY MAY START MANDATORY NON-BIt~ING MEDIATION UN~R THE COMMERCIAL MEDIATION ROUES OF TIC AMERICAN ARBITRATION ASSOCWTK)N (AAA). 18.3 Arbitration - IF THE DISPUTE REMAINS UNRESOl.VEO 45 DAYS AFTER THE RECENT OF THE DEMAND, EITHER PARTY MAY START BINdNIG ARBITRATION Ut~ER THE COMMERCIAL ARBITRATION ROUES OF THE AAA. THE ARBITRATION WILL BE BEFORE ONE ARBITRATOR; HOWEVER, BEFORE THE SELECTION OF THE ARBITRATOR, A PARTY (NMOSE IDENTITY YNLL NOT BE REVEALED TO THE ARBITRATOttS) MAY REQUIRE, AT ITS SOLE ADdTIONAL EXPENSE, A THRE~''3BITRATOR PANEL. AT LEAST ONE AiiBl- TRATOR WILL BE`tiei ATTORNEY. f+IO STATEMENTS t3Y, OR COMMUFNCATKkIS BETWEEN, THE PARTIES DURING NEGOTIATION OR MEDUTION, OR 80TH, UMOER SECTION 18.z ABOVE, WILL BE ADMISSIBLE FOR ANY PURPOSE IN ARBITRATION. THE ARBITRA- TOR(S) WILL HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES OR ANY OTHER MONETARY RELIEF NOT MEASURED t3Y THE PREVAILING PARTY'S ACTUAL DAMAGES {ADJUSTMENTS FOR TIME VALUE OF MONEY PERMITTED}, AND WILL NOT MAKE ANY DECISION INCONSISTENT WITH THE TERMS AND CCNOITIONS OF THIS AGREEMENT. EACH PARTY WILL BEAR ITS OWN INTERNAL EXPENSES AND ATTORNEY'S FEES. 18.4 Court .NOTHING IN TIES SECTION 18 WILL PRECLUDE A PARTY'S RECOURSE TO A COURT OF COMPETENT JURISDICTION TO (a) ENFORCE THE TERNS OF, OR AN ARI3RRATtON AWARD UNDF.Ft, THIS SECTION; (b) SEEK TEMPORARY EQUITABLE RELIEF NECESSARY TO PROTECT ITS INTERESTS; OR (c) RECOVER SPECIFIC PROPERTY, I1Vq.UDIPIG AN ACTION IN REPLEVIN. 18.5 Time Limit -NEITHER ARBRRATION UNDER THIS SECTK)N NOR ANY LEt3AL ACTION, REGAR~ESS OF ITS FORM, RELATED TO OR ARISING OUT OF THS AGREEMENT MAY BE BROUGHT MORE THAN 2 YEARS AFTER THE CAUSE OF ACTION FIRST ACCRUED, EXCEPT IF A DEMAND 1S MADE WtTHN 45 DAYS BEFORE THE END OF THS 2 YEAR PERI00, THE PARTIES WILL HAVE ti0 ADDITIONAL DAYS FROM THE DEMAND TO START ARBITRATION UNDER THS AGREEMENT. 19. Atlter Provisions 15.1 All risk of toss a damage to Products will pass to Client upon delivery to Clients location. f9.2 Neither parry wilt De liable for failure to fulfill its obliga0orts when due to causes beyond its reasonable control. 19.3 Any (allure a delay by either party in exercising soy right a remedy will not constitute a waiver. 19.4 THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL. LAW OF THE COMMONWEALTH OF PENNSYLVANUI 19.5 This Ageement constitutes the entire agreement between the parties with respect to the Products and services prov'~ded hereunder and supersedes aU prior proposals and agreements, both written and Drat, and all other written and orel communications between the parties. Statements made to you in the course of this sate are subject to the Year 2000 Infomtation and Readiness Oiscbsure Act (15 U.S.C. 1-note). In the case of a dispute. this Act may reduce your legal rights regarding the use of arty such statements, unless oMerwise spxlned by your contract a tariff. The terms and conditions of this Agreement trrt8 supersede all other terms and conditions submitted try Client, including any preprinted terms on any Client purchase orders. t 9.8 Unisys may assign this Agreement a its interest in any equipment. a assign the right to receive payments, without Clients consent. Any such assignment, however, w~l not change the obligations of Unisys to Client. Client urill not assign or transfer its rights or obligations under this Agreement without prior written consent of Unisys. Any assignment or transfer prohibited by this provision will be void. Unisys may subcontract any services desaibed in this Agreement to third parties selected by Unisys. 19.7 The terms and conditions of this Agreement may be modified Dory by a writing signed by a Unisys Vice President, General Manager a Contracts Manager. t9.8 Each paragraph and provision of this Agreement is severable, and if one or more paragraphs or provisions ~e declared invalid. the remaining provisions of this Agreement wilt remain in full farce and effect. 19.9 Products and services provided under this Agreement may be subject to U.S. and other gov~rtment export control regulations. Client assures that it vdll compry with all appHcabte export lays and regulations Kelated to the use, disclosure, export. a reexport of these Products and services. 6of14 1305 3982-006 (3x661 25F-9