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its own act, omission or negligence. The limitation of liability contained in paragraph 5.3 and the waiver contained in Paragraph R are not applicable to the provisions of this Paragraph 9 10. TERMINATION. The following events shall_ at the nondefaulting Party's option. constitute a default and result in the termination of this Agreement 10.1 Breach or default of any of the terms, obligations, covenants, or representations under this Agreement, which is waived in writing by the nondefaulting party. 10.2 Either Party makes a general assignment for the benefit of creditors. 103 A receiver of all or substantially all of the property of either Party shall be appointed and not removed within thirty (30) days. 10.4 Either Party files a petition for reorganization under the provision of federal bankruptcy laws. 10.5 Either Party tiles a petition for an arrangement under federal bankruptcy laws. 10.6 Either Party becomes or is declared insolvent. 10.7 Either Part- tiles a petition in bankruptcy or is adjudged to be bankrupt. II PROTECTION OF SEC'rRAN'S CONFIDENTIAL TRADE SECRETS AND PROPRIE fARY INFORMATION. 11.1 For purpose of this Provision, the term "Confidential Information - shall mean any information or compilation of information that CUSTOMER Icarus or develops during the course of its relationship with SECTRAN that derives independent economic value from not being generally known, or readily ascertainable by proper means, by other persons who can obtain economic value front it disclosure or use, It includes, but is not limited to, trade secrets and may relate to such matters as research and development, management systems, customer lists, techniques, sales and marketing plans and information. 112 CUSTOMER agrees not to directly or indirectly use or disclose or aid or abet the use of Confidential Information for the benefit of anyone other than SECTRAN, including CUSTOMER, either during or after the term hereof and for as long as the Confidential Information retains the characteristics described in paragraph I 1 1 above. I l.3 All documents and tangible items provided to CUSTOMER by SECTRAN are the property SECTRAN and shall be promptly returned to SEC IRAN on termination of this Agreement or any time requested by SECTRAN together with all copies. recordings abstracts, notes or reproductions of any kind made from or about the documents and tangible items or the information they contain. 11 4 CUSTOMER'S failure to comply with the provision of this Paragraph 1 I shall give SECTRAN the right. in addition to all other remedies, SECTRAN may have to seek injunctive relief and to terminate any benefit or compensation to which CUSTOMER may be otherwise entitled following termination of this Agreement. 12. CONTROLLING LAW - 'I he AW.'Ihe validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, the State in which this Agreement is being executed, not including the choice of law provisions. 13. ASSIGNMENT. Neither party shall have the right to assign this Agreement without the prior consent of the other party in writing. 14. ATTORNEYSFEES. In the event either party shall commence litigation to enforce any term or condition of this Agreement, the prevailing party shall be entitled to reimbursement of the actual attorneys' fees and costs incurred, in addition to any other damages determined by the Court. 15. COMPLETENESS OF INSTRUMENT.