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H. Term and Termination. 1. The term of this Agreement shall begin on the Effective Date and shall continue until and terniinate on the date that is Syears after the Effective Date, unless tenninated earlier in accordance with this Section H. 2. Without limiting any other remedies which inay be available to ICC, ICC may terminate this Agreement in the event of a material breach by the Licensee which remains uncured after five (5) days written notice of such breach to Licensee. Upon any termination, Licensee shall immediately cease reproduction and dish•ibution of the Licensed Material and destroy all copies of the Licensed Material in its possession or control. I Assignment. ICC may freely assign this Agreement or its rights and/or obligations under this Agreement. Licensee may not assign this Agreement or all or part of its rights and/or obligations under this Agreement without ICC's prior written consent. Any attempted assignment by Licensee of this Agreement or all or part of its rights and/or obligations under this Agreement without ICC's prior written consent is void and constitutes a material breach by Licensee of this Agreement. This Agreement is binding upon Licensee's successors and permitted assigns, and inures to the benefit of ICC and its successors and pennitted assigns. J. Entire A�reement; Amendments. This Agreement is not an offer by ICC and it is not effective until signed by both parties. This Agreement, including Schedule I attached hereto, constitutes the entire agreement between the parties with respect to the suUject matter hereof and merges all prior and contemporaneous corrunuiucations and proposals, whether electronic, oral or written, between the parties with respect to such subject matter. This Agreement may not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of ICC and Licensee by their respective duly authorized representatives. K. Limitation on Liabilitv. IN NO EVENT SHALL ICC BE LIABLE TO THE LICENSEE, ITS AFFILIATES OR ANY THIIZD PARTY FOR ANY LIQUIDATED, INDII2ECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUi�TITIVE OR 1NCIDENTAL DAMAGES OR INJURY ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, WHETHER NEGLIGENCE, STRICT LIABILITY OR OTHERWISE AND WHETHER SUCH LIABILITY IS ASSERTED IN CONTRACT, TORT UR OTHERWISE, REGARDLESS OF WHETHER LICNESEE HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. L. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, and the Commonwealth of Virginia shall have jurisdiction over the parties to any dispute arising out of this Agreement. Page 4 of 5