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NEO SO (a) The other party ceases to exist. (b) The institution of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against the other party under the United States Bankruptcy Code or other applicable law, if such proceedings have not been dismissed or discharged within 30 days after they are instituted. (c) The other party's insolvency or making or an assignment for the benefit of creditors or an appointment of a receiver for all or substantially all of the other parry's assets. (d) A material breach by the other party of this Agreement that is not cured within 30 days after the breaching party's receipt of written notice from the non-breaching party with respect thereto. (e) The party provides the other party 60 days written notice of termination and, in the case of the Governmental Entity, either (i) withdraws as a member of NEOSO in the manner provided in NEOSO's Code of Regulations or (ii) terminates its membership in NEOSO as provided under the Governmental Entity's Authorizing Legislation. Section 5.4. Terrn of Service under OfferinLr Addendum. Notwithstanding anything to the contrary in this Agreement, as to any particular requested Service under an Offering Addendum, the duration of the Service (and the terms of this Agreement as it relates to that Service) will be set forth in the applicable Offering Addendum and will remain in force even if the duration of the Service extends beyond the Term of this Agreement. All obligations of the parties which arise prior to the termination of this Agreement under any Offering Addendum will remain in effect notwithstanding the termination. Article VI Miscellaneous Section 6.1. Survival. The provisions of Sections 1.4, 2.4, 3.1, 3.4, 5.4, and 6.2 will survive termination of this Agreement. Section 6.2. Limitation of Liabilitv. (a) NEOSO will have no liability or responsibility to the Governmental Entity for (i) the failure of purchased Services to be delivered or delivered in a timely manner, or (ii) the availability to the Governmental Entity of warranties (including any Warranty of Merchantability or Fitness for a Particular Purpose) pertaining to its purchase of Services. (b) In no event will NEOSO be liable for any consequential, incidental, special, indirect, or punitive damages with respect to any Service performed under this Agreement or airy Offering Addendum, or any similar and dissimilar losses, costs, Northeast 06io Sourcing OfFice www.ncoso.vrg -7- 5422 Last9Cth St. Suite 150 ? p? 216.581.6200 Clevcland, OH h/ 125 f ? 216.581.6213