Savings Clause. In the event that any provision or provisions of any of the covenants in Section 6, 7, 8 and 9 would otherwise be determined by any court of competent jurisdiction to be unenforceable in whole or in part by reason of being for too great a period of time or covering too great a geographical area or too broad a product market, or for any other reason, each such covenant shall nevertheless remain in full force and effect and be construed so as to be enforceable as to that period of time and geographical area and product market, and on such other conditions, as may be determined to be reasonable by the court.

Savings Clause. If this [Article VI] or any portion hereof shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, the Company shall nevertheless # indemnify each Indemnified Person as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and # advance expenses in accordance with [Section 2] of this [Article VI], in each case with respect to any Proceeding in connection with which he or she is an Indemnified Person, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this [Article VI] that shall not have been invalidated or held to be unenforceable and as permitted by applicable law.

Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, shall be inoperative.

In the event that any provision of this Agreement shall be held void or unenforceable by a court of competent jurisdiction which is affirmed on appeal, said judgment shall not affect, impair, or invalidate the remainder of this Agreement unless the provision declared totally or partially unenforceable destroys the release of claims provided to the Company in Section II.

Savings Clause. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. Notwithstanding any provision to the contrary in this Plan, each provision in this Plan shall be interpreted to permit the deferral of compensation in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and any provision that would conflict with such requirements shall not be valid or enforceable.

Clause 6.1(f)(ii) of the Receivables Transfer Agreement shall be amended in its entirety to read as follows:

Savings Clause. If at any time the interest rate set forth in this Note exceeds the maximum interest rate allowable under applicable law, the interest rate shall be deemed to be such maximum interest rate allowable under applicable law.

SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

Clause 1.1 hereof shall prevail, in the event that any inconsistency occurs between the relevant provisions concerning the calculation of Channel Fee formerly agreed upon by the Parties with those under Clause 1.1 hereof .

Each Party shall have the responsibility to keep confidential the information it becomes aware of during the Parties’ cooperation, including but not limited to sales data, marketing plan, business plan, financial information, customer information, supplier information, employee information, proprietary technology, trade secrets and other technical, technological or commercial information, etc.. Without the prior written consent of the other Party, each Party shall not disclose the other Party’s proprietary information to any third party by any means, except when necessary for normal performance of the obligations under this Agreement, and except when required by relevant laws, regulations, government departments, stock exchanges or other regulatory bodies and when needed for the work of the legal, accounting, business and other consultants, and authorized employees of the Parties.