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<br /> <br /> <br /> <br /> <br /> <br /> <br />Rev. 06022016 4 of 15 <br /> <br />9. TERMINATION FOR DEFAULT <br /> <br />a. Either party may terminate this Agreement if (i) the other party fails to perform a <br />material obligation of the Agreement and such failure remains uncured for a period of <br />30 days after receipt of notice from the non-breaching party specifying such failure, or <br />(ii) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, <br />is the subject of any proceeding relating to its liquidation or insolvency which is not <br />dismissed within 90 days or makes an assignment for the benefit of creditors. In <br />addition, may terminate this Agreement effective immediately upon written <br />notice to CUSTOMER if CUSTOMER fails to make any payment in full as and when <br />due hereunder. <br /> <br />b. Upon termination for whatever reason and regardless of the nature of the default (if <br />any), CUSTOMER agrees to pay in full for all goods and/or services provided <br />to, and accepted by, CUSTOMER under this Agreement and/or any task order hereto <br />as of the effective date of the Agreement within 30 days of the invoice date. <br /> <br />10. INDEMNIFICATION <br /> <br /> agrees to defend, indemnify, and hold harmless CUSTOMER from and against <br />third party claims, judgments, and awards, as well as the reasonable costs related thereto <br />(hereinafter collectively referred to as "Damages") to the ext ent such Damages result from <br />the gross negligence or willful acts or omissions of occurring in the performance of <br />its obligations hereunder; provided, such defense and payments are conditioned on the <br />following: (1) that shall be notified in writing by CUSTOMER within 5 business days <br />following its receipt of any such claim, and (2) that shall have sole control of the <br />defense of any action on such claim and all negotiations for its settlement or compromise . <br /> shall not be responsible for any Damages or liability resulting, in whole or in part, <br />from the negligence or willful misconduct of CUSTOMER its employees, consultants or <br />agents. <br /> <br />11. LIMITED WARRANTY <br /> <br /> a. warrants that the Services provided under this Agreement shall be performed <br />with that degree of skill and judgment normally exercised by recognized professional <br />firms performing the same or substantially similar services . In the event of any breach <br />of the foregoing warranty, provided CUSTOMER has delivered to timely <br />notice of such breach as hereinafter required, shall, at its own expense, at its <br />discretion either (1) re-perform the non-conforming Services and correct the non- <br />conforming Deliverables to conform to this standard, or (2) refund to CUSTOMER that <br />portion of the Price received by attributable to the non-conforming Services <br />and/or Deliverables. No warranty claim shall be effective unless CUSTOMER has <br />delivered to written notice specifying in detail the non-conformities within 90 <br />days after performance of the non-conforming Services or tender of the non - <br />conforming Deliverables. The remedy set forth in this section 11(a) is the sole and <br />exclusive remedy for breach of the foregoing warranty. <br /> <br /> b. SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED <br />STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY <br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR