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NEO SO profits (collectively "Special Damages") even if the first party was given prior notice of the possibility of such damages or if they were reasonably foreseeable, and no parry to this Agreement will have an obligation to indemnify, defend, or hold harmless the other parry for Special Damages alleged in or arising out of claims brought by a party to this Agreement. In no event will any Member's or Participant's damages for any failure of NORTH AMERICAN to perform hereunder be in excess of amounts paid by the Member or Participant to NORTH AMERICAN for the six (6) months directly prior to the date that the Member or Participant claims NORTH AMERICAN so failed to perform. Members and Participants will have no right of set-off. Section 2.8 Audit of North American . (a) Producfs Audit. NEO(SO will have the right to physically inspect the Products being provided by NORTH AMERICAN, and to perform audits, including inspection of books, records, and computer data relevant to provision of the Products, to ensure that pricing, inventory, quality, process, and business controls are maintained; provided, however, that such inspections and audits will be conducted upon reasonable notice to NORTH AMERICAN and so as not to unreasonably intertere with NORTH AMERICAN's business or operations. (b) Personnef. If NEOSO, any Member, or any Participant has a legitimate basis for concern, then NEOISO, any Member, or any. Participant may request that NORTH AMERICAN'S employees or independent contractors providing Products or related services at any Member's or Participant's location(s) must submit to a criminal history background check. Following a review of the criminaf history background ofi any such employee or independent contractor, NEOISO, in its sole discretion and after consulting with the Members and Participants, will determine the suitability of such employees or independent contractors to provide the Products or related services at Member's or Participant's location(s). Section 2.9 Force Maieure This Agreement will be temporarily suspended during any period to the extent that NORTH AMERICAN or NEOISO during that period is unable to carry out its obligations under this Agreement or the Appendices by reason of an Act of God or the public enemy, fire, flood, labor disorder, civil commotion, closing of the public highways, government interference, government regulations, or any other event or occurrence beyond the reasonable control of the affected party, and neither party will have any liability to the other party for delay in performance or failure to perform to the extent this Agreement or any Appendix is so temporarily suspended; qrovided that nothing contained herein shall apply to payment obligations with respect to obligations which have already been performed under this Agreement. If deliveries are impeded due to an event of force majeure, then NORTH AMERICAN may apportion deliveries of Products among its present and future customers (including itself for its own manufacturing operation and for the manufacturing operations of its affiliates) on a fair and reasonable basis that would not reasonably be expected to disproportionately affect the Members and Participants. Section 2.10 Notices All notices, claims, certificates, requests, demands and other communications required or permitted hereunder must be in writing and will be deemed given if delivered personally or mailed (registered or certified United States mail, postage prepaid, return receipt requested) or sent by facsimile with eonfirmation copy by mail delivered in the aforesaid manner to the parly's address set forth in "Appendix A or to such other address as the party to whom notice is to be given may have previously furnished to the other in writing in the -7- Nonheast Ohio Sourcing Office I 4829 Galaxy Parkmay Suice A I p ? 216.839.1500 I ? www.neoso.org Cleveland> OH 44128 f ? 216.503.4247 ??