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with CG4's then current published license fees. In addition, if the audit concludes that Licensee has exceeded the usage
<br />limits by more than ten percent (10%), Licensee shall reimburse CG4 for all costs associated with such audit.
<br />U.S. GOVERNMENT RESTRICTED RIGHTS: Pursuant to DEAR section 252.227,7202 and FAR section 12.212, any
<br />use, modification, reproduction, release, performance, display; disclosure or distribution of the Product by the U.S.
<br />government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent
<br />expressly permitted herein. If permitted, such modification, reproduction, release, performance, display, disclosure or
<br />distribution of the Product by the U.S. government is further subject to the restrictions set forth in subparagraph (c)(1) of
<br />the Rights and Technical Data and Computer Software clause of DFARS 252.227-7013, subparagraph (c)(1) and (2) of
<br />the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19 of FAR, and clause 18-52.227-86(d)
<br />of NASA supplement to the FAR, as applicable. Contractor/Manufacturer is CG4 Solutions, Inc., 555 East 5300 South,
<br />Suite 2, South Ogden, UT 84405.
<br />DISPUTES: In the event of any dispute, claim, or disagreement arising from or related to this Agreement, or a breach of
<br />this Agreement ("Dispute"), the parties agree to use their best efforts to settle the Dispute through good faith
<br />consultation and negotiation. If resolution of a Dispute through negotiation is unsuccessful, either party may initiate an
<br />arbitration for final resolution of the Dispute after sending a written notice to the other party specifying In reasonable
<br />detall the nature of the Dispute and relief sought (an "Arbitration Notice"), The Arbitration Notice must specifically
<br />reference this Section, In no event shall the request for arbitration be made after the date when the institution of legal or
<br />equitable proceedings based on such claims would be barred by the applicable statute of limitations or the terms of this
<br />Agreement. If Initiated by Licensee, the arbitration will be conducted in the city of CG4's election in the State of Utah. If
<br />initiated by CG4, the arbitration will be conducted in the city of Licensee's election in the state specified for Licensee to
<br />receive notices. Subject to the terms of this Section, the arbitration will be conducted in accordance with the
<br />Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Either party may apply to the arbitrator
<br />seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also
<br />may, without waiving any other remedy available to the party, seek from any court having jurisdiction any interim or
<br />provisional relief that is necessary to protect the rights or property of that party pending the appointment of the arbitrator
<br />(or pending the arbitrator's determination of the merits of the controversy). No written or oral statements of position or
<br />offers of settlement made in the course of the Dispute resolution process will be (i) offered Into evidence for any
<br />purpose, or (11) constitute an admission or waiver of rights by either party. The parties will attempt to select a single
<br />arbitrator by mutual agreement. If they are unable to do so within ten (10) business days after the Arbitration Notice is
<br />received, either party may request the AAA to appoint a neutral arbitrator that is (1) a retired judge (first preference), or
<br />(ii) a lawyer with at least eight year's experience in technology law (second preference). The arbitrator will agree in
<br />advance in writing to abide by and be bound by the terms set forth in this Section. The arbitrator will (I) Issue a
<br />judgment in writing, (11) sign It, and (Ili) Include a reasoned opinion with findings of fact and a breakdown as to specific
<br />cialms. The judgment of the arbitrator will be final and binding and either party may enter it in any court with jurisdiction.
<br />The arbitrator shall have no power to award (f) punitive damages, or (11) damages Inconsistent with the terms of this
<br />Agreement. In no event, even if any other of these provisions Is held to be Invalid or unenforceable, shall the arbitrator
<br />have the power to make an award or impose a remedy that could not be made or imposed by a court deciding the
<br />matter in the same jurisdiction. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the
<br />arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or
<br />regulatory requirements. Before making any such disclosure, a party shalt give written notice to the other party and
<br />shall afford the other party a reasonable opportunity to protect its Interests. Each party will bear its own costs and
<br />expenses and an equal share of the arbitrator's fees and the administrative fees of arbitration,
<br />GENERAL: Licensee's rights in and to the Product pursuant to this Agreement are personal to Licensee and may not
<br />be assigned, sub -licensed, leased, sold, offered for sale; charged a fee for usage by a third party, or otherwise
<br />transferred by Licensee without the prior written approval of CG4. Notwithstanding the foregoing, Licensee may assign
<br />Its rights, duties and obligations pursuant to this Agreement to any entity (1) of which Licensee is affiliated, (i1) Into which
<br />Licensee may be merged or reorganized or (iii) to which all or a portion of Licensee's capital stock or assets may be
<br />sold or assigned. This Agreement is governed by the taws of the State of Utah without regard to conflict of laws, rules
<br />and principles. Application of the United Nations Convention on Contracts for the International Sale of Goods is
<br />expressly excluded. If Licensee is a United States government agency, Utah law will apply except where preempted by,
<br />or in conflict with federal law. The party prevailing in any action or proceeding between the parties arising under or
<br />related to this Agreement or the subject matter hereof shall be entitled to recover its reasonable attorneys, fees and
<br />expenses in addition to costs of suit and such other recovery and relief as may be authorized by law. Notices to either
<br />party shall be in writing to the address indicated in the applicable Product Schedule(s), and deemed effective when
<br />42016 C049Nudme,, Ine. All Rights Ramwed. Thd0coment 6 PROPRIEVARY and CGNF(aallokL and may not be dplicalm,
<br />exlkrbntW, ar dkpk,yed many third petly'Anent the exprmw e rOmn ponMesiodof CCA.
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