3. Termination by the Customer for Default of the Supplier. Should the Supplier default in the performance of
this Agreement or materially breach any of its provisions, the Customer, at the Customer's option, may
terminate this Agreement by giving written notification to the Supplier.
4. Termination for Failure to Make Agreed-Upon Payments. Should the Customer fail to pay the Supplier all
or any part of the fees set forth in this Agreement on the due date, the Supplier, at the Supplier's option,
may terminate this Agreement if the failure is not remedied by the Customer within thirty (30) days from
the date payment is due.
XV. NOTICES: All notices and demands of any kind which Customer or Supplier may be required or desire to
serve upon the other under the terms of this Agreement shall be in writing and shall be served by personal
service or by mail at the address of the receiving party set forth above (or at such different addresses as may be
designated by either party by written notice to the other party). All notices or demands by mail shall be by
certified or registered mail, return receipt requested, and shall be deemed complete three days after mailing.
Notices sent to Supplier shall be addressed to the attention of "Legal Services."
XVI. UNENFORCEABLE PROVISIONS: In the event that any of the provisions of this Agreement shall be held
by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions of this
Agreement shall remain in full force and effect, provided that in such event the parties agree to negotiate in
good faith substitute enforceable provisions which most nearly effect the parties' intent in entering into this
XV. WAIVER: The failure of either party to enforce at any time, or for any period of time, the provisions hereof
shall not be construed to be a waiver of such provisions or of the right of such party to enforce each and every
ENTIRE AGREEMENT: This Agreement, including any attachments hereto, constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements
heretofore existing between the parties hereto are expressly canceled. Each party acknowledges that it is not
entering into this Agreement on the basis of, and has not relied on, any representations not expressly contained
herein. Any modifications of this Agreement must be in writing and signed by both parties hereto.
fP Technologies, Inc. Customer:
By: ________ _____________________ By: _____________ ______________________
Title: Director of Marketing Title: ____________________________________
Printed Name: Lauren J. Kelly Printed Name: _____ _______________________
Date: _______ _____________________ Date: ___________________________________
fP Technologies, Inc. Form 200 Page 3 of 5 09/20/06