CASHTAX CONTRACT DATE AUGUST 2000

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7. GENERAL 7.1 Neither this Agreement nor any license hereunder may be assigned (whether by operation of law or otherwise) by either panty without the other party's prior written consent. In the event that Customer and/or one or more Affiliates, if any, is reorganized such that the Affiliate(s) and/or a portion of the Customer is no longer qualified for Use, Customer may request assignment, which shall not be unreasonably withheld. Any fees for additional users or accounts shall be paid to Vendor. 7.2 From time to time, Vendor may request Customer to provide a certification to the effect that actual Use of the Program is In compliance with the terms of this Agreement and any Supplement. In addition, Vendor may, upon reasonable notice, perform an audit to determine compliance with the terms of this Agreement. If the number of accounts, copies, or users is found to be greater than that specified in the License Supplement or the computer system on which the Program Is in use differs from the Hardware and Operating System Software specified on any Agreement, Vendor shall have the right to charge Customer the applicable current list prices therefore. 7.3 On termination of any license granted pursuant to the Agreement, Customer shall cease Using the Program and Documentation, and Customer shall certify in writing to Vendor that all copies of the Program and Documentation, whether or not modified or incorporated into other materials have been destroyed or returned to Vendor. Termination of this Agreement or any license shall not relieve Customer's obligation to pay all fees Incurred prior to such termination and shall not limit either party from pursuing any other remedies available to it. Each party's obligations under Section 3 hereof shall survive termination of any license or this Agreement. 7.4 Each party's obligations under Section 3 hereof are of a unique character and each agrees that any breach may result in irreparable and continuing damage to the other party. In the event of such a breach, the damaged party will be entitled to injunctive relief and/or a decree for specific performance and such future relief as may be proper. 7.5 This Agreement is subject -to any governmental laws, orders, or other restrictions on the export of Programs and related information and Documentation that may be imposed by governmental authorities. 7.6 If either party materially breaches any of its obligations hereunder and falls to remedy such breach (if such breach can be remedied) within thirty (30) days of written notice of such breach, the other party may terminate any license or this Agreement, Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified, or deleted except by an instrument, in writing, signed by the parties hereto. All such instruments shall be delivered by overnight delivery service or certified mail, return receipt requested, to the address specified above. Either party may change its address by providing notice in accordance with this Section. 7.7 Any provision of this Agreement which is prohibited by law or is unenforceable will be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 7.8 Subject to the limitations herein before expressed, this Agreement will endure to the benefit of and be binding upon the parties and their respective successors and assigns. M