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. . , {B.2 Unisys mlY ttmlinate SURETY ~0rviCAs or change sup- port to Cliellt far a Product IC)On silc.,':i's .itten notice Of at lhe expiration of the lIIen,current term for SURETY Suppor1 Services, whichlNer occurs ..rtier 18.3 Either party may terminate any licensl for Software 01 any SURETY Suppcx1 Serve. upon expiratiol\ of the ajlplieeble term by providing 30 dayS prior.itIIn neb. Faiure to give such nodc.win result in a renewal or exleneion of Iht license or service in accordlllC8 with the pl'owlsions of lIIis Ageemenl The licenses for any Software automatically terminate upon ClIenrs discontinuanc. of USl of the SPU on which ttw Software was f1censed, atlllhich lime Client must either destroy or re(lI1l !he Software and dOcumentation to Unisys. Upon termination 0( cancellallon of SURETY Support Services. all diagnostics . will b. relUmed to Unisys. . 16.4 Without prejudice to olher remedies. Unisys mlY cancel tllis ~eement or any order placed under it. for dllault and repoSllAlSS Products (lllCeluding only equipment for which the purchl$8 price has been fully paid). if. ~ \llrittan notice, Client "Is 10 (a) make any payment identified as delinquent (including payment 01 ch.gn I" . services) within ten d8y$ or (b) cure any derault relating to S~tions 10 or 1 1 IlIittlin 30 days. I e.s Unisys may lerminate SURElY Support Services on 30 days prior 'Mitten notice if Unisys determines lIIat any altl!'llions, attaclmenls, Client Software modiflcalion or failll'e to install 8 maintenance releasl wllllnt.fere with ltIe provilion of such services. 18.8 T ermillltion or cancellation of tllis Agteement will not afflct any rights or dulies arising under it with respect to Proprie1alY Inlormation or . seell'ity int<<est. / '17. Notic;.. 17.1 AU notices required by ItIis Agreement 10 be ~en to Client wilt be sent to its address on ltIe cOlIer page of lhis ~eemenl. 11.2 All nolicn required by Sections 16 and 18.1 and al reqUK15 for information under Section 8 wiD be sent by certifted or registered mail and, When given III Unjs~s. adctessed to: Office of General Counsel Unisys Corpontion Unisys Way BlueBell PA 19424 cc; Regional VICe Presidetlt 17.3 All oltler notices to Unisys will be sent 10 lIIe Unisys offiCI which has been servicing Clilnl. 18. Dispute Resolution 18.1 Disputes and Demands 0 ANt ClAII OR CONTROVERSY RfLATED TO OR ARISING OUT Of THIS AGREEMENT WHETlER IN CONTRACT OR IN TORT ("DlSPUTE1, WILL BE RESOlVED ON A CONADENTIAL. BASIS ACCORDING TO TIE FOllOWING PROCESS. WHICH EITHER PNtTY lAY START BY DELM!R1NG TO THE OTHER PARTY A WRITTEN NOnCE DESCRHING THE DISPUTE AND THE AMOUNT INVOLVSJ ("DEIIAND"). 18.2 Negotiation and IIedItIItJaft 0 AFTER RECEIPT Of A DEMAND, AUTHORiZED REPRESENTATlVE& OF THE PNtTIES WlU.IlEET AT A MUTUALLY AGREED UPON TIlE AND PLACE TO TRY TO ReSOL.VE THE DISPUTE BY NEGOTIATION. IF THE DISPUTE REMAINS UN- RESOLVED AFTER THIS MEETING, EITHER PARTY UAY&TART MANDATORY NON-SINDlNG IEDlATION UNDER THE COMMERCIAL MEDIATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (A.M). 18.3 Ar'Oltrlllon. IF THE DISPUTE REMAINS UNRESOlVED 45 DAYS AFTER THE RECEIPT OF THE DEMAND, ElnB PARTY MAY START BINDING ARBITRATION lJU)ER THE COMMERCIAL ARBITRATION RULES OF TIE AM. THE ARBITRATION WlU. Be BEFORE ONE ARBITRATOR; HOWEVER. BEFORe THE SELECTION OF THI!! ARBITRATOR. A PARTY ~OSE IDENTITY WlLJ. NOT BE RMALEO TO THE ARBITRATORS) MAY REQUIRE, AT ITS sa.e ADDITIONAL EXPENSE, A T~BITRATOft PNEL. AT lEA.ST ONE Mil- TRATOR WILL .~ ATTORNEY. NO STATEMENTS SV, OR COMMUMCATICNS BETWEEN, THE PARTIES CURING NEGOTIATION OR MEDIATION, OR SOTH, UNDER SECTION 11.2, ABOVE. WIll BE ADMISSIBLE FOR Am PURPOSe IN ARSITRAnON, THE ARSITRA- TOR(S) WILL HAVE NO AUTHORITY TO AWARD PUNlTIVI! DAMAGES OR A14Y OTHER MONET MY RELIEF NOT MEASURED BY THe PREVAILING PARTY'S ACTUAl. DAMAGES (ADJUSTMENTS FOR TIMe v AWE OF MONEY PERMITTED), AJ#D WIlL NOT MA.I<E Nff tECISION INCONSISTENT WITH THe TERMS AND CCIOTIONS OF TIo1IS AGREEMENT. EACH PARTY WILL SEM ITS OWN INTERNAL EXPENSES AND ATTORNEY'S FEES. 1ll.4 Court . NOTHING IN THIS SECTION 18 WIU. PRECLUDE A PARTY'S RECOURSE TO A COURT '* COMPETENT J\RSOlCTlON TO (II ENFORCE THE TERMS OF, OR AN AJUrRATION AWAIm UNDER, THIS SECTION; (b) SEEK TEMPORARY EQUITABlE RJ:UEF NECESSARY TO PROTECT ITS INTERESTS; OR (c) RECOVER SPECIFIC PROPERTV,INa.UOING 1M ACTION IN REPLeVIN. 18.5 Time LimIt, NEITHER ARBITRATION UNDfR THIS SfCTION NOR NIY LEGAL ACTION, REGAAa..ESS OF ITS FORM. RELATeD TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHr MORE THAN 2 YEARS AfTER THE CAUSE Of ACTION FIRST ACCRUED, EXcePT IF A DEMAND IS MADE WITHIN 45 DAYS BEFORE THE END OF THIS 2 YEAR PERIOO, THE PMTIES 'MLL HAVE 60 AOOlTIONAl DAYS FROM THe DEMAND TO STNtT ARBITRATION UNDER THS AGREEMENT. 19, Other Provisions t 9' All risk of loss or damage to Products w~1 pass to Client upon delivlll)' to Clienfs localion. . t 92 Neitl\er party w~1 be liable f<< failure to lulfia its obliga1lcns wilen due to causes beyond ill reasonable control. 19.3 Any 'allure or delay by either patty in ellerc:ising any right or remedy wiR not constitute 8 waiver. 19.4 THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL LAW OF THE COMMONWEAl. TH Of PENNSYLVANIA. 19.5 This ~eement constitutes tile entre agreement between the parties wi1h respect to the Products and services pC'ovided hereunder and $upenedes all prior proposals and alJtements, bolh v.ritten and CInII, and all other written and oral communications bet.wen the parties. Statements made to you in the course 01 th~ sala are subject to the Year 2000 Informalion and Readiness Disclosure Act (15 U,S.C. t.note). In the 1:8$' of a dispute. this Act mlY reduce your legal ri~ts regarding 111. use of any such stelem.nt., unless olllerwise specified by your contractor tarin. The terms and conditions of this Agreement win supersede all other terms and conditions submitted by CUent, including any preprinted terms on any Client purcllase orders. 19.e Unisys may assign lhis Agreement or its interest in any equipment 01 assign the right to receive payments, WIthout Client's c:onseflt. Ally such assignment. hOW8'ller. wUI not change the obligations of lJnlays to Clie~t. Cticnt will not assign or trans'" its rights or obligations undlt this AlJeement \iAthout prior v.fitten consent of Unisys. Any assignment or transfer prohibited by this provision will be void. Unisys mlY subconlract any serviCes desCfibed In this Agreement to third parties selected by Unisys. 19.7 The terms and conditions of this Agreement may be modified only by a lM'iting Signed by a Uni$Ys Vice President, General Manager or Contracts Manager. 19.8 Each paraf1aph and prOVIsion of this A,.eement is severable, and il one or more p8r&g1llPhs or provisions IIrll declared invalid. the remaining provisions of ltIls Agreement will remain in full tace and effect. 19.9 Prodllcls and services provided under this 1qeement may be subjllC! Ie U.S. and other govllfTlment export eonltol regula1ion.. Client assures ttlIt it will comply with all applicable export laws and regulations ",elated to lIIe use, disclosure. IXPort. or reexport of these Products and services. 6 of 14 430~ 3982.006 (3188)