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