C.) None of the parties will be liable for delays or failure in its performance hereunder (other than the payment of monies) to the extent such delay or failure is caused by any act of God, war, pandemic, natural disaster, strike, lockout, labor dispute, work stoppage, fire, third-Party criminal act or act of government, or any other event beyond the reasonable control of that Party. Upon prompt notice of such event, all obligations under this Agreement shall be suspended for the duration of the Force Majeure event.

D.) The headings have been inserted for convenience only and are not to be considered when interpreting the provisions of this Agreement.

E.) The waiver by one party of a breach of any provision of this agreement by the other party shall not operate or be construed as a waiver of any subsequent breach. No waiver shall be valid unless in writing and signed by an authorized representative of the party agreeing to the waiver.

F.) This Agreement may be executed in multiple counterparts, any of which may be a facsimile or "pdf", each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.

G.) The parties agree that any termination of this Agreement shall not release nor discharge the parties from their respective obligations specified in Sections 2(c) and 3 through 7 of this Agreement, which shall survive termination or expiration of this Agreement in accordance with their terms.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

Kentucky State University

By: ___ Dr. Gerald Patton Kentucky State University Board of Regents Date

Collegiate Enterprise Solutions, LLC

By: _____ Bryan E. Carlson President and COO

___

Date