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i I f t to rho limitations and exclusions above);(2)dofenso obligations;or(3)violallon of the other parly's Intellectual prbperly rights. D. Term and forminAtion. This Amendment will romain In offoct until terminated. Either party may terminate this Amendment at any time without cause by giving the other party at least 60 calendar days prior written notice. Terminating this Amendmont will not affect any existing statements of Services but will terminate the ability of the parties to enter Into subsequent Statements of services, Customer may terminate a Statement of Services upon 90 days'notice. Either party Iq the Statement of i Services may terminate it If the other party is In material breach or default of any obilgatlon that Is not cured within 30 calendar days'notice of such breach. Microsoft May tomilnate a Statement bf services if CuMpmer rails to pay any invoice That Is more than 00 days outstanding. Customer agrees to pay all fees for ' Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified In a Statamoni of SorvIc6s: Upon Microsoft's receipt of payment for the Professional Services,Customer's Interests In the Services beilverabies will vest. 10, Miscellaneous. a, Notices. Notices must be sent to the address on the signature page of lhls Amondment or on ah appilooble Statement of Serviggs. All notices, wth0rizatton% and requests givon gr mode In connection with this Amendment must be In willing and will be treated as delivered on the date shown on the return receipt or on the courier or Fax oontinmation of delivery. Microsoft may provide Information to Customer about upcoming ordering deadllnee,services and subscription information In electrpnlc form,including by email to contacts provided try the Customer. Emallri will be treated as delivered on the Iransrolssion date. A Applicable law;dispate resolution. 'this Amendment together with the applicable,Statement of Servlcbs will be governed by the laws eel forth In the Agreement, r o, severabillty. if any provision of this Amendment fs held to be unenforceable,ilia balance 61'the, i Amendment will remain In full force and effect. d, Walvor, Failure to enforce any provision Qf this Amendment will riot constitute a waiver.Any waiver t must be made lit writing and signed by an authorized representeilv6 of the waiving party, e. Strrvlval. All provtsfans surviv®termination or expiration of this Amandmhnt,except those requiring pQrformance only during the term pf a Statement of Services, f Microsoft as Independent contractor. Tits parties are Independent contractors, Customer end Microsoft each may develop products Independently without using the other's Confidential Information. i g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsibla for their pbrfovance subject to the terms of this Amendment. A lnsurancb wbfle perfarming Professional Seivlces on Customer's promises. Mlcrosoft will maintain Indusky-appropriate Insurance coverage at all times when performing Professional Services on Cuustomer's premises under this Amendment via commercial Insurance,self-Insurance, or any other olmllar rlsl<financing alternative, Microsoft will p'rovlde Customer with evidence of cooroge on roquesl. 1, Amendments. Any modilicallon to this Amendment must be executed by both parties,except that Microsoft may change the Product Terris and Use Rights in accordance with the terms of the Agreement. Any addtional or conflicting terms and conditlons contoined In Customer's purchase order are expressly rejected and will not apply, J. No transfer of btvnalshlp. Microsoft does not transfer ownership rights in any Product. The Products are protected by copyright and other Intellectual property rights, laws ohd Inlemallonal lreatlos. ~ AmendmenfApp v4.O 07M•FVn CTC•AGR nf? Pegg a of a