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\,., 8.2 Termination Due to Non.Payment: In the event of non~payment of any invoice when due. SourceHarbor will notify the Parties of such delinquency. Any Party to this Agreement bas the right to make payment to cure such default. If the past due fees are not received within thirty (30) days of such nalitieation, SourceHarbor has the right to terminate this Agreement at any time with immediate effect. 8.3 Disposition of Escrow Deposit. In case of a termination of this Agreement for any reason - except through a release procedure _ Licensor must within fifteen (15) calendar days from the termination notice issue SourceHarbor written directions as to the handling of the Escrow Deposit. SourceHarbor will follow those directions once all invoices are paid in fulL SourceHarbor is not obliged or responsible to destroy or return the Escrow Deposit if the Escrow Deposit is needed for the fulfillment of another continuing escrow agreement between SourceHarbor and Licensor. In the event of Non-Payment, SourceHarbor has the right to destroy the Escrow Deposit. 8.4 Right to Destroy: If a direction is not issued within the limited time period mentioned in Section 8.3, then Source Harbor has the right to destroy or delete the Escrow Deposit. 8.5 Survival of Terms Following Termination: The following provisions of this Agreement shall survive upon termination: a) Representations of Licensor, b) the rights granted to release, c) the obligation to pay fees. d) the provisions of Section 9, Section 10. and Section 11.2 and any provisions in this Agreement that specifically state they survive the termination of this Agreement. 8.6 Successors: This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. SourceHarbor must be provided clear instructions regarding any successors and assigns of Licensee or Licensor. Section 9: Arbitration "--' 9.1 Arbitration: All legal action (including any provisional and protective measures) or claims, which arise out of or in connection with this Agreement, its attachments and all subsequent amendments. including but not limited to disputes over the conclusion of this Agreement, its validity. binding effect, interpretation. fulfillment, presence of a Release Event and the associated obligation to consent of Licensor to release to Licensee pursuant to Section 3, violation of this Agreement or cancellation and non-contractual claims. will be decided through binding arbitration procedure pursuant to the expedited procedures under the Commercial Rules of the American Arbitration Association. 9.2 Arbitration Process; The arbitrator(s) must commence the arbitral procedure immediately after the initiation of the arbitration and must issue and send the orders regulating the procedure to the Parties. Within a limitation period to be determined by the arbitrator(s). the claimant must state its claim and the supporting facts. Also within a limitation period to be determined by the arbitrator(s), the respondent must respond. These limitation periods should not ordinarily be longer than one week each, but may be as short as two (2) days or as long as four (4) weeks. The location of any arbitration procedure pursuant to this Agreement shall be in the State of California.. Section 10: Liability Licensor and Licensee each agree to indemnify, defend and hold harmless Source Harbor from any and all claims, damages, actions, arbitration fees and expenses, attorney's fees. costs and other liabilities incurred by SourceHarbor relating in any way to this Agreement, except where it is adjudged that SourceHarbor acted with gross negligence or willful misconduct. In no case shall SourceHarbor be liable for lost protits Page 5 SourceHarbor HarborTcch Escrow A.greement e 2005 Source Harbor, Inc. 112005. A.ll Rights Reserved. '-'