Each party shall defend, indemnify and hold the other party harmless from any claim, suit, damages and expenses (including, but not limited to, attorneys’ fees) arising out of (i) the license, servicing and related activities pursuant to this Agreement with respect to the software programs or Technology provided by the Company; (ii) the failure of a party to comply with all applicable laws, rules, and/or regulations; (iii) the failure of a party to comply with the terms and conditions of this Agreement; or (iv) any negligent act or omission of a party. The Parties acknowledge that the Company and [SERVICE PROVIDER] and all of their affiliates are subject to the Foreign Corrupt Practices Act (“FCPA”). The FCPA makes it unlawful, among other things, for a U.S. company or anyone acting on its behalf to make or offer payment, promise to pay, or authorize the payment of anything of value to: (i) any officer or employee of, or any person acting in an official capacity for, a foreign government or any department, agency or corporation thereof, or any foreign political party, party official or candidate, or (ii) any person, while knowing that all or a portion thereof will be offered, given or promised, directly or indirectly, to anyone described in (i) above, for the purpose of: (a) influencing any act of decision by such person in his official capacity, or (b) inducing him to use his influence with a foreign government to affect, either by action of inaction, any act or decision of such government to obtain or retain business for any person. In performing its obligations hereunder, [SERVICE PROVIDER] and its owners, employees and agents will conduct no activities which might cause the Company, or any of its affiliates, owners, employees or agents, to be in violation, directly or indirectly, of the FCPA. [SERVICE PROVIDER] further agrees to comply with all relevant provisions of the FCPA regarding its actions in relation to this Agreement and any agreement of the Company with any [FOREIGN COUNTRY] or other counter party and with all relevant laws of the U.S.A. and the [FOREIGN COUNTRY] and any other national or international governing bodies with jurisdiction over the subject matter of this Agreement. Should [SERVICE PROVIDER] cause the Company, directly or indirectly, be in violation of the FCPA or other applicable laws, the Company shall have the right to modify this Agreement, and any agreements resulting from this Agreement, and to recover damages from [SERVICE PROVIDER], based upon the ruling of the administrative body or court finding such violation.

If at any time a Member desires to sell any of his Membership Interests the Member (the “Selling Member") shall submit a written offer (the “Offer”) to sell such Membership Interests (the “Offered Interests”) to the remaining Member ("Remaining Member") on terms and conditions, including price, not less favorable to the Remaining Member than those on which the Selling Member proposes to sell such Offered Interests to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Interests proposed to be sold and the price thereof, the total number of Membership Interests owned by the Selling Member, and the terms and conditions of, and any other material facts relating to, the proposed sale. The Remaining Member shall have an option for a period of thirty (30) days (the “Option Period”) following its receipt of the Offer to purchase some or all of the Offered Interests in place of the Proposed Transferee. If the Remaining Member desires to purchase any of the Offered Interests, it shall notify the Selling Member of such election during the Option Period, stating the number of Offered Interests it desires to purchase. Such notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Interests.

[FIRST OPTION]Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, riot, fire, flood, natural disaster, war, [actual or threatened] act of terrorism or other similar cause beyond such party’s control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of [ ] days.[SECOND OPTION]Both parties shall not be liable to the other for any loss, injury, delay (except for any payment obligations), expenses or damages arising out of any cause or event not within its reasonable control including, but not limited to: riots, wars or hostilities between any nations; acts of terrorism; acts of God, fires, storms, floods or earthquakes; strikes, labor disputes, vendor delays, or shortages or curtailments of raw materials; labor, power or other utility services; governmental restrictions or trade disputes; manufacturing delays; or other contingencies.[THIRD OPTION]