D.18. 18. MISCELLANEOUS

18.1. Headings are for convenience only and shall be ignored in interpreting this License Contract.

18.2. This License Contract and the rights granted in this License Contract may not be assigned, sublicensed or otherwise transferred in whole or in part by Licensee without Balasys's prior written consent. This consent shall not be unreasonably withheld or delayed.

18.3. An independent third party auditor, reasonably acceptable to Balasys and Licensee, may upon reasonable notice to Licensee and during normal business hours, but not more often than once each year, inspect Licensee's relevant records in order to confirm that usage of the Zorp Professional complies with the terms and conditions of this License Contract. Balasys shall bear the costs of such audit. All audits shall be subject to the reasonable safety and security policies and procedures of Licensee.

18.4. This License Contract constitutes the entire agreement between the parties with regard to the subject matter hereof. Any modification of this License Contract must be in writing and signed by both parties.