Channel Intelligence, Inc ("CI") offers suites of commerce data interchange services, which enhance the online and offline sales process among manufacturers, retailers, value-added resellers (VARs) and consumers. The CI Services offered herein is:

Channel Intelligence Ad Network - CI Ad Network (CI-AN) is a Cost-Per-Action (CPA) advertising network that allows retailers to advertise their product offers on publisher web sites, as well as the web sites of product manufacturers. CI will host the display pages and the data to operate the service. CI also optimizes the data using patented data optimization processes in order to present the most appropriate retailer offers in the service. CI manages all advertiser financial services. The service is based upon Retailer catalog datafeeds sent to CI on a daily basis including product information, price, availability and other relevant attributes. CI optimizes this catalog datafeed and aggregates it with other datafeeds in order to create advertisement pages consisting of various retailer offers for the same product, usually linked on a manufacturer’s website product page. Publisher Selections Retailers can choose which publisher sites on which they choose to advertise. Retailers using CI SellCast can also include data in their inbound feeds to select/deselect which publishers to present offers on. Publishers can choose to subsidize retailer participation in the program. This is a dynamic situation and based upon the publishers’ choices and business needs, CI cannot control or influence this situation. When a publisher terminates subsidies for a retailer, the retailer will be given notice and they can choose to pay for the advertisement or be removed from the publisher website.

Fee Schedule Service will be provided to Retailer for the applicable percentage of Gross Revenues, from the Rate Card submitted, in addition to any bidding or other advertising fees that Retailer will submit in the CI-AN Portal. “Gross Revenues” includes the total cart sales on Advertiser’s website(s) (and any successor or substitute website of Advertiser) reported to CI that result from a click initiated at a Shopping Channel and which occurred within thirty (30) days of that click. Advertiser can choose to opt-out of categories, which will eliminate their advertising in that category. Sales made of uncategorized items or upsell items will be charged at the default run of network rate.

CI will send invoices on a monthly basis to the contact name and address submitted at enrollment. Each month’s fees will be based on a percentage of gross revenues (Total Sales minus shipping and taxes) from the previous month. CI will utilize its sales tracking technology to determine the gross revenues from Advertiser sales. Advertiser acknowledges that sales data derived from a Publisher lead will be shared with that Publisher. Advertiser agrees that the tracking code will be in operation on advertiser’s website throughout the billing period. CI reserves the right to charge a $.50 CPC for all clicks if the tracking code is not in operation at the advertiser’s website.

Monthly payments will be due to CI NET TEN (10) from the date of the invoice. If Advertiser is delinquent in payment in excess of two (2) times in a twelve (12) month period, CI reserves the right to invoice Advertiser on monthly prepayment terms based on an average from the previous months. Payment must be received prior to services rendered.

The fees for the CI Product Services provided to Advertiser are based on the levels or quantities specified herein. Any Product & Services provided to Advertiser by CI other than those specified or in excess of the specified levels or quantities will result in additional charges beyond the amounts listed above and will be billed separately. If Advertiser does not pay any invoice on a timely basis, CI may assess a finance charge of up to one and one-half percent (1 ½ %) per month on the unpaid balance. All charges, unless otherwise noted, are for calendar months commencing on the Effective Date.

Fee adjustments for Returns

1.    Retailer can provide a Returns File in the format described in the CIAN Implementation Guide by the 2nd of the month in order to net out those sales prior to CI invoicing.

2.    CI will take a 1% credit on the Gross Revenues number as an allowance for returns.

Support CI support can be reached at Support@channelintelligence.com. Support requests are routinely handled within two (2) business days.

Service AvailabilityCI uses redundant, geographically diverse datacenters, backed by a worldwide content distribution network in order to maintain optimal uptime. Routine service is scheduled to minimize impact, usually 3AM Eastern time, mid-week.

CI has delivered this service without major incident since Q4-2001, including through the 2004 hurricane season in Florida. This service currently delivers millions of page views daily, with successful linking, redirection, tracking and reporting for approximately 100 manufacturers and over 600 retailers.

General Terms & Conditions

1.  ADVERTISER DATA.

1.1  Advertiser shall provide to Channel Intelligence, Inc. ("CI"), through the Advertiser Website or otherwise datafeeds and sales reporting relating to the products and services offered by Advertiser to third parties (the "Advertiser Data"). CI will collect, compile, assemble and optimize the Advertiser Data and provide the commercial data management products and services described herein (the "CI Products and Services"), subject to the terms and conditions provided therein. In providing the CI Products and Services, CI will rely on the accuracy, completeness and currency of the Advertiser Data and on any other notice, instruction, list or other information furnished to CI by Advertiser or its authorized agents or posted on Advertiser's Website. CI shall provide to Advertiser the CI Products and Services described herein in accordance with the terms of this Agreement (the "Agreement").

1.2  Advertiser authorizes CI, if and to the extent necessary and appropriate to provide the CI Products and Services to Advertiser, to (a) review and copy those portions of Advertiser's Website, except for content or Web pages which may be excluded by Advertiser from time to time, if and to the extent needed to provide the CI Products and Services and (b) use the material and information so collected, together with the Advertiser Data, to provide the CI Products and Services to Advertiser. CI shall have no obligation to either validate or update Advertiser Data nor relieve Advertiser of its obligation in Section 1.1 to provide current, complete, and accurate Advertiser Data.

2.  FEES.    Advertiser agrees to pay CI as described above. CI shall maintain complete and accurate accounting records to substantiate all of CI's charges hereunder. CI shall retain such records, including any Advertiser's payments under this Agreement, for a period of two (2) years from the date of payment. With reasonable advance notice, Advertiser shall have access, during regular business hours, to such records.

3.  TERM.   Unless earlier terminated under Section 4, this Agreement has a term of twelve (12) months beginning on the Subscription Start Date. Each year, on the anniversary of the Subscription Start Date, this Agreement shall automatically renew for another twelve (12) month period unless Advertiser or CI shall have given written notice of termination at least thirty (30) days prior to the end of such twelve (12) month term. A failure by CI or Advertiser to give notice of termination before the end of any twelve (12) month term does not affect or limit either party's early termination rights under Section 4.

4.  EARLY TERMINATION.    This Agreement may be terminated before the end of its term:

4.1  By Advertiser, (i) immediately upon delivery of written notice to CI if CI commits a material breach of this Agreement, including but not limited to CI's failure to deliver the CI Products and Services, or (ii) upon providing CI thirty (30) days prior written notice, with or without cause.

4.2  By CI, (i) if Advertiser fails to pay CI any amounts due when required by this Agreement, and Advertiser does not cure such failure within thirty (30) days of its receipt of CI's written notice of nonpayment, or (ii) upon providing Advertiser thirty (30) days prior written notice, with or without cause.

4.3  Upon any termination of this Agreement, Advertiser shall (i) be liable to pay CI only the amounts due under this Agreement at the time of termination; (ii) forfeit all right to further use of any of the Products and Services; (iii) return to CI or destroy all copies of any kind of the Products and Services in Advertiser's possession or control; and (iv) remove CI's Marks, as defined below, from all Advertiser Websites. Upon any such termination, CI will (i) promptly refund to Advertiser any amounts already paid by Advertiser for Products and Services which were not provided before the date of such termination; (ii) remove all references to Advertiser's products and services from CI's Website; and (iii) if requested by Advertiser, remove Advertiser's Marks, as defined below, from all CI Web Pages.

5.  USE OF MARKS    CI and Advertiser hereby each grant to the other party to this Agreement a non-exclusive, revocable license to use the other party's trade names, trademarks or service marks (collectively, "Marks") if and to the extent necessary and appropriate for such party to perform its obligations under this Agreement, including the use of Advertiser's Marks on Web pages produced by CI for any of CI's manufacturer/distributor Companies ("Manufacturers") for the purpose of referring the Manufacturer's on-line customers to Advertiser for the purchase of the Manufacturers' products and services offered by Advertiser (such uses referred to herein as the "Licensed Use"). Each party agrees that it has no right to sublicense any or all of the other party's Marks and that such other party retains all right, title and interest in its Marks. Each party shall have the right to review samples and approve as to quality the Licensed Use of its Marks by the other party at no cost to the owner of the Marks. Failure of the party who owns the Marks to approve such samples within any given time shall not be deemed approval. Each party agrees that it shall promptly cease all use of any Mark owned by the other party immediately upon the request of the other party. During the term of this Agreement, CI grants to Advertiser a limited license to access and use CI's proprietary software and the related functionalities and features on CI's website if and to the extent necessary for Advertiser to receive the CI Products and Services. Advertiser shall not knowingly, and shall not knowingly allow others in its control to, exceed its scope of use and access to the CI software or other CI products or services, shall not harm or jeopardize CI's products or services, Website or proprietary software, and shall not reverse engineer, decompile, or otherwise attempt to discern proprietary information embodied in CI's website, software, products or services. Subject to the foregoing, and notwithstanding any other provision of this Agreement or any prior agreement, arrangement or understanding between the parties, each party hereto reserves all of its right, title and interest in its intellectual property rights, including trademarks, patents, copyrights, software, trade secrets and other intellectual property rights. Any purported transfer or other conveyance of such rights by one party to the other in any prior discussions, arrangements, agreements, or understandings between the parties is null and void.

6.  PATENT LICENSE.    CI hereby grants to the Company, and the Company hereby accepts, a Patent License. CI has and shall retain all responsibility with respect to the application, maintenance, reexamination, reissue, opposition and prosecution of any kind relating to the Patent; all rights not expressly granted by CI in this Agreement are hereby expressly reserved by CI, and CI shall retain the right to license, assign, sell and otherwise exploit in any manner whatsoever, all of its rights in and to the Patent; CI shall have the sole and absolute right to enforce the Patent against any infringement thereof, and the Company shall cooperate in any such enforcement. As used in this Agreement: (i) "Field of Use" shall mean, and shall be restricted to, the use of the CI Products and Services; (ii) "Patent" shall mean U.S. Patent Serial No. 6,917,941, and all divisions, continuations, continuations-in-part, reissues, reexaminations and extensions thereof, and any patents that issue thereon; and (iii) "Patent License" shall mean a royalty-free, fully paid-up, worldwide, revocable, non-exclusive, non-transferable license in the Patent in the Field of Use during the term of this Agreement, solely to the extent as may be required or otherwise necessary for the performance by the Company under this Agreement, provided that the Company shall have no right to sublicense or assign to any third party any of the rights granted to the Company in this Agreement.

7.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

7.1  Advertiser represents and warrants to CI that: (i) to the best of its knowledge, the Advertiser Data and all other information it provides or makes accessible to CI, including information on Advertiser's Website, do not infringe upon the intellectual property rights (including but not limited to patent, copyright, trademark, trade secret or other proprietary rights) of any other party and are not defamatory, libelous, fraudulent, misleading, or otherwise illegal; and (ii) all links from Advertiser's Website, and all links to Advertiser's Website that are provided to CI by Advertiser, are authorized. CI represents and warrants to Advertiser that: (i) the information, data and related services it provides or makes accessible to Advertiser, including the CI Products and Services, do not infringe upon the intellectual property rights (including but not limited to patent, copyright, trademark, trade secret or other proprietary rights) of any other party and are not defamatory, libelous, fraudulent, misleading, or otherwise illegal except if and to the extent that any such infringement may be derived from infringing Advertiser Data provided to CI; (ii) all links to or from CI's Web pages produced for Advertiser are authorized; (iii) the CI Products and Services will be provided in a good and workmanlike manner, in accordance with industry standards; and (iv) the CI Products and Services will accurately reflect and will not misrepresent any of the information in the Advertiser Data provided to CI.

7.2  Advertiser covenants that it will utilize the CI Products and Services for its own legitimate business purposes, and Advertiser (i) shall not transfer, assign, distribute, license or rent the CI Products and Services to any third party, or modify, merge or otherwise combine the CI Products and Services, in whole or in part, for use by a third party, nor otherwise make the benefits of the CI Products and Services available to any third party, (ii) shall not remove or permit to be removed from CI Products and Services any notice indicating the copyright or confidential nature of ownership thereof; and (iii) shall take reasonable measures to protect the confidentiality of the CI Products and Services. For purposes of this subsection, a subsidiary or commonly controlled Advertiser of Advertiser shall not be deemed to be a "third party".

7.3  Each party represents and warrants that in performing its obligations in connection with this Agreement, it will comply with all applicable governmental laws and regulations, including local fair debt collection laws, if and to the extent applicable to the Advertiser, in connection with the collection of any past due Advertiser account.

7.4  Each party represents and warrants that it has and shall have full right and authority to enter into this Agreement.

7.5  CI represents and warrants that it is not and will not be under any obligation or restriction which would present a conflict of interest with respect to the performance of its obligations under this Agreement, provided, however, that nothing herein restricts CI's right to provide similar or different products and services to other manufacturers, distributors and retailers, including but not limited to customers, suppliers and competitors of Advertiser, provided further, however, that CI shall not disclose any Confidential Information (as defined below) of Advertiser to any other person or entity in the course of providing such products or services or otherwise.

8.  INDEMNIFICATION.   (a) Each party (the "Indemnifying Party") shall indemnify the other party (the "Indemnified Party"), its affiliates and their respective officers, directors, employees and agents, from and against all loss, damages, costs, expenses, claims and liabilities (including costs of litigation and attorney fees) arising out of this Agreement on account of: (i) a breach of any representation or warranty given by the Indemnifying Party in this Agreement, (ii) the sale, delivery, or quality of the Indemnifying Party's products and services (except to the extent that the claim arises out of a breach of representation or warranty by the Indemnified Party), (iii) the actual or alleged infringement, misappropriation or other violation of any patents, copyrights, trademarks, trade secrets, or other intellectual property rights that may exist now or in the future ("Infringement") by the Indemnifying Party, (iv) any dispute or disagreement between the Indemnifying Party and its suppliers, retailers, resellers, or customers, (v) personal injury or death to persons and damage to property (including the Indemnified Party's property) to the extent that such injuries, deaths or damage are caused by the Indemnifying Party or any of its subcontractors or by anyone directly or indirectly employed by any of them. (b) The foregoing indemnification obligations shall not apply to claims, actions or suits resulting from the negligence or intentional wrongful acts of the Indemnified Party, its affiliates, partners, employees or agents. (c) The Indemnified Party shall promptly notify the Indemnifying Party in writing of any demand, action, arbitration, investigation or other proceeding brought or threatened to be brought against the Indemnified Party. (d) The Indemnifying Party shall defend such claim, and pay all costs and expense of such defense, including attorneys' fees (excluding any attorneys fee incurred by Indemnified Party for retaining its own counsel), and any resulting liability. (e) The Indemnifying Party shall be entitled to exercise exclusive control over any such defense and all negotiations for its settlement or compromise. No settlement or compromise that adversely affects the rights or obligations of the Indemnified Party, however, shall be binding on the Indemnified Party without its written consent, which consent shall not be unreasonably withheld.

9.  DISCLAIMER.   TO THE FULLEST EXTENT PERMITTED BY LAW, CI AND ADVERTISER DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE PROVIDED IN SECTION 7 OF THIS AGREEMENT. Notwithstanding the foregoing, however, CI agrees that, if an interruption of service, error or defect occurs, CI will make its best efforts to correct such interruption, error or defect.

10.  LIMITATION OF LIABILITY.   NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S SOLE OBLIGATION, AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY, FOR ANY ACTION OR CLAIM FOR DAMAGES ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE ADVERTISER DATA, THE CI PRODUCTS AND SERVICES OR ANY SERVICE OR PRODUCT OF ADVERTISER SHALL BE LIMITED TO (I) TERMINATION OF THIS AGREEMENT AND THE SUBSCRIPTION TO THE CI PRODUCTS AND SERVICES OR THE PROVISION OF THE SERVICE TO ADVERTISER, AS APPLICABLE, AND (II) THE AMOUNT WHICH HAS BEEN PAID BY ADVERTISER TO CI UNDER THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO ANY THIRD PARTY CLAIM FOR PERSONAL INJURY OR DEATH TO PERSONS, DAMAGE TO PROPERTY OR INFRINGEMENT OF INTELLECTUAL PROPERTY UNDER SECTION 8 (INDEMNIFICATION). THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

11.  NONDISCLOSURE.

11.1  All Confidential Information disclosed by one party ("Disclosing Party") to the other Party ("Receiving Party") in conjunction with this Agreement shall be held in confidence by Receiving Party in accordance with the terms of this Section 11. "Confidential Information" shall mean that information that: (1) is disclosed to Receiving Party by Disclosing Party in connection with, and during the term of, this Agreement; and (2) relates to Disclosing Party's past, present and future research, development and business activities; and (3) has been identified to Receiving Party at the time of disclosure as the Confidential Information of Disclosing Party or that a reasonable person would otherwise understand to be confidential. Disclosing Party may disclose Confidential Information to Receiving Party either orally or in writing and such information may include graphic material, models or parts. The term "Confidential Information" shall not mean any information which was previously known to Receiving Party without obligation of confidence or without breach of this Agreement, is publicly disclosed by someone other than Receiving Party either prior or subsequent to Receiving Party's receipt of such information, is rightfully received by Receiving Party from a third party without obligation of confidence or is independently developed by Receiving Party without use of any Confidential Information. For a period of five (5) years from the date of disclosure, Receiving Party agrees to hold all such Confidential Information in confidence and in trust for Disclosing Party and not to use such Confidential Information other than for the benefit of Disclosing Party. Except as may be authorized by Disclosing Party in writing, for such period of time, Receiving Party agrees not to disclose any such Confidential Information, by publication or otherwise, to any person other than those employees and other persons whose services Receiving Party requires to fulfill its obligations under this Agreement, who have a need to know such Confidential Information in order to provide such services, and who are bound by, and comply with, nondisclosure obligations substantially similar to the provisions of this Section. Receiving Party will provide copies of any such agreements to Disclosing Party upon request. The Receiving Party may not subcontract any work or request any action by third parties involving the disclosure or use of Disclosing Party's Confidential Information without prior written approval of Disclosing Party. In the event Receiving Party becomes aware of a loss or compromise of Confidential Information, Receiving Party shall immediately notify Disclosing Party in writing. Upon termination or expiration of this Agreement, Receiving Party will deliver to Disclosing Party all written or descriptive matter, including but not limited to drawings, blueprints, descriptions, or other papers, documents, tapes, or any other media which contain any such Confidential Information. Receiving Party agrees not to make copies of any writings, documents or other media containing the Confidential Information provided to Receiving Party by Disclosing Party except when it is necessary to fulfill its obligations under this Agreement and to destroy any such copies upon termination hereof. Advertiser acknowledges that the pricing and fees payable under this Agreement, and any password and login ID assigned to Advertiser, shall be the Confidential Information of CI and Advertiser, which may not be disclosed to any third party without the approval of both CI and Advertiser. Receiving Party may disclose Disclosing Party's Confidential Information if and to the extent required by law or court order so long as, if and to the extent practicable under the circumstances, (i) Disclosing Party is given sufficient notice prior to such disclosure to allow Disclosing Party to seek a protective order or equivalent protection from disclosure; (ii) Receiving Party at all times uses diligent, reasonable efforts to limit such disclosure and obtain confidential treatment for the Confidential Information, and (iii) Receiving Party allows Disclosing Party to participate and, whenever practicable under the circumstances, assume control of any legal proceedings to seek such order or equivalent protection.

11.2  Advertiser acknowledges that (i) CI utilizes data it collects from the Internet and elsewhere, including but not limited to Advertiser's Website, concerning sales, inventory, pricing and transactions by manufacturers, distributors, retailers, Advertisers and other third parties, including transactions involving Advertiser or Advertiser's products or services, in connection with other CI services, and (ii) CI may utilize transactional data involving Advertiser or Advertiser's products as part of aggregate data collections compiled by CI and provided to Advertiser or other CI Companies in order to analyze product and service trends, monitor product and service efficiencies, and perform other analyses of products and services so long as Advertiser's Confidential Information is not disclosed and cannot be deduced, inferred, derived or otherwise extracted from such aggregate data. Advertiser further acknowledges that Advertiser has no proprietary interest in any transactional data involving third parties that is gathered or compiled by CI, nor any right to confidential treatment thereof. CI represents and warrants that CI will not gather personally identifying information concerning individual customers of Advertiser or disseminate any such information.

12.  RELATIONSHIP OF THE PARTIES.   The parties are entering into this Agreement as non-exclusive independent contractors, and this Agreement will not be construed to create a partnership, joint venture, franchise or employment relationship between them. Neither party, nor any of their respective officers, employees or agents, will represent itself or themselves to be an employee or agent of the other or enter into any agreement on the other's behalf or in the other's name. Each party agrees to be solely responsible to pay, collect and remit all taxes as may be imposed upon such party on account of this Agreement.

13.  NOTICES.   Notices under this Agreement shall be given in writing, addressed to the Advertiser in accordance with the contact information provided with this Agreement, or to CI as detailed below, and shall be deemed to have been given: (i) one (1) day after deposit with a national express overnight carrier; (ii) upon transmission by a transmission confirmed facsimile; (iii) five (5) business days after having been mailed postage prepaid by United States registered or certified mail; or (iv) upon final delivery when sent by e-mail.

Email:        contracts@channelintelligence.com

                 and/or

Address:    Channel Intelligence, Inc
                 1180 Celebration Blvd, Suite 101
                 Celebration, FL 34747
                 Attn: Contracts Department

14.  ORDER OF PRECEDENCE.   If Advertiser issues purchase orders to authorize the delivery of services or payment under this Agreement, and the terms contained in such purchase order conflict with the terms of this Agreement, the terms of this Agreement shall control.

15.  MISCELLANEOUS.   
(a) This Agreement shall be governed by the laws of the State of Delaware without regard for its conflict of laws rules. Both parties irrevocably consent and stipulate to the jurisdiction of the State of Florida and the U.S. state in which Advertiser's principal place of business is located (the "Advertiser's State") over any disputes or controversies arising hereunder and agree that the federal or state courts in either Florida or the Advertiser's State are appropriate venues for any legal action to resolve any such disputes or controversies. (b) If any provision of this Agreement is found by a court to be unenforceable or invalid, then such provision shall be severed and the Agreement amended to the extent necessary to render same lawful or reasonable, and this Agreement shall be enforced as amended. (c) No waiver of any breach of, or performance under, this Agreement, shall be effective unless given in writing, and no waiver of any breach or performance shall be deemed a waiver of the same breach or performance in the future or of any other breach or performance. (d) No extension of time for performance of any obligation hereunder shall be deemed an extension of time for performance of any other obligations. (e) This Agreement shall be binding upon the parties hereto, and their approved successors, and assigns, provided; however, that any such successor or assign shall expressly assume in writing the performance of all the terms and conditions of the Agreement required to be performed by the assigning party, and provided further that notwithstanding the foregoing, neither party may assign this Agreement or delegate its obligations hereunder to a third party (except for affiliates) without the other party's prior written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in derogation of the foregoing shall be null and void. (f) Neither party shall be liable for failure to perform its obligations hereunder, except the obligation to make payment, if such failure is the result of strikes, riots, fires, explosions, acts of God, war, governmental action, labor conditions, or any other cause beyond the reasonable control of such party. (h) This Agreement and the exhibits hereto, together with Advertiser purchase orders, if any, constitute the entire understanding of the parties, replace all prior agreements of the parties with respect to the subject matter hereof, and may only be amended by an instrument in writing executed by both parties (i) The headings of the several sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. (j) Sections 5, 6, 7.2, 8, 9, 10, 11 and 12 hereof, as well as this subsection 15(j), shall survive any termination of this Agreement.