Exhibit 10.14**AMENDED AND RESTATED AGREEMENT**THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and is effective as of the1st day of August, 2006 (the “Effective Date”), by and between Vocus, Inc., a Delawarecorporation (“Vocus”) and PR Newswire Association LLC, a Delaware limited liability company (“PRNewswire”; PR Newswire and Vocus sometimes individually referred to as “Party” and collectively as“Parties”).**RECITALS**WHEREAS, Vocus develops and hosts web-based applications for use on the Internet;WHEREAS, Vocus currently markets and sells Vocus Public Relations (the “VPR Service”), VocusProfessional Edition (the “VPE Service”) and Vocus Enterprise Edition online software solutionsfor corporate communications management;WHEREAS, PR Newswire operates a specialized news and information service, which, among otherthings, processes and transmits news releases and other information over electronic communicationssystems to news media and others throughout the United States and overseas and services investorrelations, public relations and other communications professionals;WHEREAS, PR Newswire wishes to continue to license from Vocus a certain web-based application (the“Original Application”) for use in the service marketed by PR Newswire and hosted by Vocus,currently known as MEDIAtlas (formerly known as Online MEDIAtlas) (the “MEDIAtlas Service”);WHEREAS, PR Newswire also wishes to license from Vocus a certain web-based application currentlyknown as Vocus Professional Edition (the “PE Application”, together with the “OriginalApplication,” the “Applications”) for use in the new MEDIAtlas Gold Service (the “PE Service”,together with the MEDIAtlas Service, the “Services”);WHEREAS, the parties are parties to that certain Agreement effective as of August 1, 2003 (the“Original Agreement”);WHEREAS, the term of the Original Agreement expires pursuant to its terms as of the date hereofand the Parties desire to extend the term of the Original Agreement; andWHEREAS, the parties desire to amend and restate the Original Agreement in its entirety to includethe license of the PE Application and to extend the term, as more particularly set forth herein.
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NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements containedherein, the Parties mutually agree as follows:l. Vocus’ Services and Responsibilities.     (a) The Applications. The Original Application provided by Vocus shallinclude all features and functionality available in the current version of the MEDIAtlasService. The PE Application shall include the features and functionality set forth in thefourth (4th) column entitled “PE Application” on Exhibit C attached hereto andmade apart hereof, and the optional add-ons set forth on Exhibit D attached hereto and made apart hereof (the “Add-Ons”), which shall be provided at an end-user’s election. In theevent Vocus adds a “projects functionality” to the VPE Service, it shall also add aprojects functionality to the PE Application at no additional cost to PR Newswire.     (b) Maintenance and Upgrades. Vocus shall be solely responsible for allupdates and maintenance of all versions of the Applications and for any mutually agreedupon enhancements with respect to the Applications. Vocus shall provide PR Newswirewith at least two (2) business days’ notice of all regularly scheduled maintenance thatwill require a Service to be inoperative for any period of more than eight consecutivehours. If a Service becomes inoperative for a total aggregate of forty-eight (48) hours inany seven (7) day period except for force majeure, then PR Newswire shall have the rightto terminate this Agreement immediately upon written notice to Vocus to such effect.Vocus shall at all times make available for use in the Services the most current and up-to-date version of the Applications and all upgrades thereto.     (c) Technical Support.     (i) Vocus shall provide technical support services to all PR Newswire supportrepresentatives, consisting of advanced help, troubleshooting, and “bug” fixes, whichshall be provided by the appropriate Vocus support services staff.     (ii) Vocus’ Director of Support Services or a designated representative will be PRNewswire’s primary management contact at Vocus for all support issues related to theAgreement. Vocus shall notify PR Newswire promptly in the event this contact changes.The escalation path for support related issues is as follows:     Level I — Support Services Representative     Level II — Support Services Tier II Representative or Supervisor     Level III — Support Services Manager     Level IV — VP Operations     Level V — CTO     (iii) The support services groups for both Vocus and PR Newswire shall providesupport services according to a mutually agreed upon schedule.
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     (d) Hosting Infrastructure. Vocus shall host and maintain the Services on itsservers (the “Vocus Server”). The Services, including any Add-Ons, shall be fullyaccessible, usable and functional in accordance with the specifications and requirementsof this Agreement at all times during the Term (as hereinafter defined), twenty-four (24)hours a day, three hundred sixty-five (365) days a year, other than for emergencymaintenance and regularly scheduled maintenance that may only be conducted duringnon-peak usage periods. If the Vocus Server becomes inoperative for a total aggregate offorty-eight (48) hours in any seven (7) day period except for force majeure, then PRNewswire shall have the right, at its sole election, to terminate this Agreementimmediately upon written notice to Vocus to such effect, or to host the Services on adifferent server and to deduct any costs in connection therewith from amounts otherwisedue and owing to Vocus hereunder.     (e) Training. As requested by PR Newswire, Vocus shall provide one (1)or more qualified instructor(s) to provide training and instruction, as jointly agreed uponby the parties, to PR Newswire, its employees and designees regarding support and salesfor the PE Application. Such training shall include one-half a day of training for theeight (8) member PE Application product team and one-half day of training for the eight(8) member PE Application sales team. In addition, Vocus shall provide one (1) or morequalified instructor(s) to provide training and instruction, as jointly agreed upon by theparties, to PR Newswire, its employees and designees regarding the set-up of the Newson Demand Add-On feature described on Exhibit D.     (f) Branding. Vocus shall brand the PE Application for PR Newswire atno additional charge. Such branding, which shall be subject to PR Newswire’s approval,shall include, but not be limited to, the following: (i) incorporation of the PR Newswireand MEDIAtlas Gold logo within the top banner of the site; (ii) inclusion of a “Send toPR Newswire” function — a link between the PE Service and PR Newswire’s distributionservices with necessary PR Newswire-specific field names; (iii) PR Newswire/PE Servicebranding in the “help” section; (iv) PR Newswire/PE Service branding on the “login”page; and (v) application of the PR Newswire color scheme to the entire PE Application.     2. PR Newswire’s Services and Responsibilities.     (a) Product Sales and Marketing. PR Newswire shall present and market theServices to PR Newswire’s clients through PR Newswire’s offices and salesrepresentatives worldwide. Such marketing shall include, without limitation, creatingbrochures or other literature in connection with the Services and performing marketresearch. Upon accessing the Services, the phrase “powered by Vocus” and the Vocusmark will be visible to the customer. The “powered by Vocus” phrase and mark will alsobe used whenever and wherever the Services are promoted.     (b) Technical Support. PR Newswire shall provide Level I technical supportservices, including reasonable technical assistance by telephone and e-mail, to all users ofthe Services, which shall be provided by PR Newswire representatives in the use andsupport of the Services.
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     (c) Administrative Services. PR Newswire shall provide all accountingservices in connection with the Services; including the invoicing and collection of allrevenues generated in connection with sales of the Services.     (d) Data. PR Newswire may offer the following three (3) different Datamodules for sale in connection with the PE Application: UK Data; European Data; andGlobal Data. For purposes of this Section 2(d), “Data” shall mean: Contact and Outletinformation owned or licensed by PR Newswire. “Contact” shall mean: journalists,financial analysts or politicians. “Outlet” shall mean: either media outlets, financialorganizations of political institutions. Contact information includes name, postal address,job title, outlet, phone number, fax number, email address, delivery preference, role,working language and coverage subjects. Outlet information includes name, postaladdress, phone number, fax number, email address, Web site URL, outlet type,frequency, news focus, coverage subjects, working language and circulation/audience.UK Data shall mean: Data where the country field set in PR Newswire’s global mediadatabase is either United Kingdom or Ireland. European Data shall mean: Data where thecountry field set in PR Newswire’s global media database is one of the countries listed onExhibit E attached hereto and made a part hereof (collectively, the “EuropeanCountries”). Global Data shall mean: Data where the country field set in PR Newswire’sglobal media database is one of the countries listed on Exhibit G attached hereto andmade a part hereof or the European Countries.     (e)Vocus Enterprise Service. In the event a PR Newswire customer requestsinformation about services similar to Vocus’ “Enterprise” service. PR Newswire shallrefer such PR Newswire customer to Vocus to provide the Enterprise Service.3. License. Subject to the terms and conditions of this Agreement, Vocus herebygrants to PR Newswire, its affiliates and subsidiaries, a non-exclusive (subject to Section4 below) limited, non-transferable, worldwide license during the Term (i) to access,market and use the Applications and any updates thereto or versions thereof inconnection with the marketing, sale and provision of the Services, (ii) to use Vocus’trademarks and logo (the “Vocus Trademarks”) solely in connection with the sale,advertising and promotion of the Services, and (iii) to sublicense the Applications tothose third parties listed on Exhibit A attached hereto and made a part hereof.4. Non-Compete; Exclusivity. During the Term, Vocus shall not license theOriginal Application or any substantially similar application, excluding the VPR Serviceand the VPE Service, to any of the direct competitors of PR Newswire listed on Exhibit Battached (as updated from time to time upon mutual agreement of the Parties) heretowithout the prior written consent of PR Newswire.5. Royalties and Payments.     (a) PR Newswire Payments and Royalties to Vocus. In return for the rights grantedherein and all obligations to be performed by Vocus hereunder, PR Newswire shall, subject toSection 5(c) below, pay to Vocus a royalty (the “Royalty”) for each consecutive twelve (12) monthperiod during the Term equal to the greater of (i) 35%
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(the “Royalty Rate”) of the aggregate gross revenues received for sales (including any add-ons) ofthe MEDIAtlas Service and Australian Associated Press’ sales of the Services in Australia(collectively, “Gross Revenues”) and (ii) a minimum royalty of $600 for each sale of the Service;provided that in the event the Royalty payable in the applicable twelve (12) month periodexceeds $1,500,000, the Royalty Rate shall be reduced to 30% in respect of all Gross Revenues forthe remainder of the applicable twelve month period; and further provided that in theevent the Royalty payable exceeds $2,000,000, the Royalty Rate shall be further reduced to 25%with respect of all Gross Revenues for the remainder of the applicable twelve (12) month period,and subject to the minimum royalty of $600 for each sale of the Service. Notwithstanding theforegoing, in the event the Royalty payable in respect of a twelve (12) month period is less than$1,200,000.00 (the “Minimum Guaranty”), PR Newswire shall pay Vocus an amount equal to thedifference between the Minimum Guaranty and the Royalty (the “Shortfall”) in accordancewith Section 5(c) below, in the event that an organization has access to any of the Services forless than one year, Vocus will credit back the unused portion as determined by the date in whichthe organization no longer had access to the subscription.     (b) PR Newswire Payments and Royalties to Vocus for the PE Application.Notwithstanding the foregoing Section 5(a), in return for the rights granted herein and allobligations to be performed by Vocus hereunder with respect to the PE Application, PRNewswire shall pay to Vocus a quarterly royalty (the “PE Royalty”) which shall be equalto the greater of (i) 50% of the aggregate gross revenues received for one-yearsubscriptions for the PE Service and (ii) the minimum royalty specified in Exhibit Hattached hereto and made a part hereof according to number of concurrent user seatspurchased, plus the greater of (x) 50% of the aggregate gross revenues for all Add-Onsfor a one-year subscription for the PE Service and (y) $780 per one-year subscription, orin the case of News on Demand Unlimited Clips, according to number of concurrent userseats purchased as specified on Exhibit H. In the event that an organization has access tothe PE Application for less than one year, Vocus will credit back the unused portion asdetermined by the date in which the organization no longer had access to thesubscription. Notwithstanding the foregoing, in the event any of the existing customersof the MEDIAtlas Service set forth on Exhibit F attached hereto and made a part hereofswitch their subscriptions from the MEDIAtlas Service to the PE Service, the royalty forsuch subscriptions to the PE Service shall be calculated in accordance with Section 5(a)above. For purposes of this Section 5(b), the number of “concurrent user seats” shallmean the number of users who can access the Services at the same time with suchsubscription.     (c) Payment Terms. Vocus shall issue an invoice for the Royalty and the PERoyalty at the end of each calendar quarter for the applicable quarter and PR Newswireshall pay such invoice within thirty (30) days following the end of each quarter. TheShortfall, if any, shall become due and payable within forty-five days after the end of theInitial Term or any renewal period, as the case maybe. All payments hereunder shall beaccompanied by detailed financial reports in such format as Vocus shall approve andcontaining such information as Vocus shall reasonably require. If any royalties on theinvoice are disputed by PR Newswire, PR Newswire shall pay the non-disputed royaltiesto Vocus pursuant to this Section 5 and shall promptly notify Vocus in writing of the
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disputed royalties. The parties shall work to resolve the disputed amounts through friendlyconsultation.     (d) Books and Records. PR Newswire shall maintain books and recordsaccurately reflecting all matters affecting revenue due to Vocus and relating in any wayto the sale of the Services. Such records shall include customer name, amount ofroyalties owed and term of contract. Vocus, by its duly authorized representative, shallhave the right, at reasonable times and upon reasonable notice to PR Newswire to inspectand audit such books and records to verify the accuracy of any statement related to therevenue due to Vocus but no more than once during any twelve (12) month period. If anyinspection shall disclose an error of any amount, the parties shall promptly adjust thesame and PR Newswire shall immediately make payment to Vocus of all requiredamounts. In the event that a discrepancy is discovered of greater than five percent (5%),PR Newswire shall pay for the costs of the relevant inspection(s) and/or audit(s). PRNewswire shall maintain the books and records required herein for no less than a two (2)year period following expiration or termination of this Agreement.     (e) The Parties acknowledge and agree that in accordance with that certainagreement between Vocus and PR Newswire dated as of March 14, 2001, which wassuperseded by the Original Agreement, PR Newswire prepaid certain amounts in respectof the licensing of the Existing Application (“Existing Prepayment”), and any remainingamounts of the Existing Prepayment shall be hereby waived upon the execution of thisAgreement, however, Vocus agrees to continue to support any existing customers usingthe French or Spanish versions of the Applications.6. Service Trials. PR Newswire is permitted to provide prospective customers withtemporary and free use of the MEDIAtlas Service (the “Trial”) provided that: each Trialterm is limited to 72 hours; all Trial customers are identified as such in the OriginalApplication by a separate customer code, as assigned by PR Newswire; the aggregatenumber of Trials granted by PR Newswire shall be limited to a number deemedreasonable by Vocus.7. Warranty and Other Obligations.     (a) Warranty. Vocus warrants and represents that the Applications provided hereundershall conform to the corresponding specifications and requirements provided in connection with theOriginal Agreement and this Agreement during the Term (or any extension thereto) of this Agreement.If at any time an Application does not function pursuant to such requirements, PR Newswire shallprovide Vocus with written notice to such effect, and Vocus shall promptly respond within one (1)business day, and within three (3) business days following its receipt of PR Newswire’s writtennotice, use commercially reasonable efforts to remedy any such problems or deficiencies at its solecost and expense, or provide PR Newswire with a mutually acceptable plan for such remedy whichshall include a schedule for completion of such remedy. Notwithstanding the foregoing, Vocus shallnot be responsible for any such problems or deficiencies to the
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extent caused by the misuse of, or improper tampering with or modifications to, the Applicationsby PR Newswire or its customers, or any such problems related to data, services, or software toolsprovided by parties other than Vocus. The Parties agree at all times to work closely inconsultation with each other and to act reasonably so as to resolve any problems which may arisepursuant to this Section 7(a).     (b) Export Control. The term “technical data” used in this section is definedin the United States Export Administration Regulations (“Regulations”). The Partiesacknowledge that to the extent any tangible or intangible technical data provided underthis Agreement are subject to United States export laws and the Regulations, each Partyagrees that it will not use, distribute, transfer, or transmit technical data provided by theother Party under this Agreement except in compliance with United States export lawsand the Regulations. Each Party shall comply with the Foreign Corrupt Practices Act, asamended, and the rules and regulations thereunder.     (c) PR Newswire Customers. During the Term, Vocus shall not solicitactive customers of the MEDIAtlas Service in Europe. Notwithstanding the foregoing,in the event a MEDIAtlas Customer approaches Vocus and expresses an interest inpurchasing the Enterprise Service, provided Vocus has not in any manner solicited suchcontact; Vocus may sell the VPE Service to such MEDIAtlas Customer.8. Ownership.     (a) Vocus Applications and Trademarks. The Parties hereby acknowledgethat Vocus shall be the sole owner of all right, title and interest in and to theApplications,the source code contained therein, and the Vocus Trademarks, including withoutlimitation all intellectual property rights therein.     (b) Prohibition. PR Newswire shall not, and shall not authorize third partiesto, decompile, disassemble, reverse engineer, or make any derivative works,modifications or other use whatsoever of the Applications or any of Vocus’ proprietarymaterial or confidential information, except as expressly authorized herein.9. Confidential Information.     (a) Confidentiality Obligations. Vocus and PR Newswire shall each (i) hold theConfidential Information (as defined below) of the other in trust and confidence and avoid thedisclosure or release thereof to any other person or entity by using the same degree of care as ituses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information ofa similar nature, but not less than reasonable care, and (ii) not use the Confidential Informationof the other Party for any purpose whatsoever except as expressly contemplated under thisAgreement. Each Party shall disclose the Confidential Information of the other only to those havinga need to know such Confidential Information and shall take all reasonable precautions to ensurecompliance with the provisions of this Section 9.
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     (b) Confidential Information. The term “Confidential Information” shallmean any and all information or proprietary materials (in every form and media) notgenerally known in the relevant trade or industry and which has been or is hereafterdisclosed or made available by either Party (the “Disclosing Party”) to the other (the“Receiving Party”) in connection with the efforts contemplated hereunder, including (i)all trade secrets, including, without limitation, the PR Newswire database; (ii) existing orcontemplated products, services, designs, technology, processes, technical data,engineering, techniques, methodologies and concepts and any information related thereto;and (iii) information relating to business plans, sales or marketing methods and customerinformation, including without limitation, customer lists or requirements.     (c) Exceptions. The obligations of either Party under this Section 9 will notapply to information that the Receiving Party can demonstrate (i) at the time of disclosureis generally available to the public or after disclosure becomes generally available to thepublic through no breach of agreement or other wrongful act by the Receiving Party; (ii)is independently developed by the Receiving Party without regard to the ConfidentialInformation of the other Party; or (iii) is required to be disclosed by law or order of acourt of competent jurisdiction or regulatory authority, provided that the Receiving Partyshall furnish prompt written notice of such required disclosure and reasonably cooperatewith the Disclosing Party, at the Disclosing Party’s expense, in any effort made by theDisclosing Party to seek a protective order or other appropriate protection of itsConfidential Information.10. Representations and Warranties.     (a) By PR Newswire. PR Newswire represents and warrants as follows:     (i) it has the full corporate right, power and authority to enter into this Agreementand to perform the acts required of it hereunder;     (ii) its execution of this Agreement and performance of its obligations hereunder donot and will not violate any agreement to which it is a party or by which it is bound;     (iii) when executed and delivered, this Agreement will constitute the legal, validand binding obligation of such Party, enforceable against it in accordance with its terms;and     (iv) it shall not make any use of the Applications, the Vocus Trademarks or any otherintellectual property of Vocus (the “Vocus Intellectual Property”), or authorize any thirdparty to make any use of the Vocus Intellectual Property, except as specifically permittedpursuant to the terms of this Agreement.     (b) By Vocus. Vocus represents and warrants as follows:     (i) it has the full corporate right, power and authority to enter into this Agreementand to perform the acts required of it hereunder;
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     (ii) its execution of this Agreement and performance of its obligations hereunder donot and will not violate any agreement to which it is a party or by which it is bound;     (iii) when executed and delivered, this Agreement will constitute the legal, valid andbinding obligation of such Party, enforceable against it in accordance with its terms;     (iv) in its performance under and related to this Agreement, it shall comply with allapplicable laws, rules and regulations, including, without limitation, all intellectualproperty and export control laws;     (v) it shall not make any use of PR Newswire’s media database, PR Newswire’strademarks or any other intellectual property of PR Newswire (the “PR Newswire IntellectualProperty”), or authorize any third party to make any use of the PR Newswire IntellectualProperty, except as specifically permitted pursuant to the terms of this Agreement;     (vi) it shall, at its sole cost and expense, secure and maintain all necessarylicenses, permits, authorizations and/or other approvals necessary for its performancehereunder, and shall comply with all applicable laws, rules and regulations in theoperation of the Applications and the Services; and     (vii) it shall utilize technology and security features consistent with reasonableapplicable industry standards and will make commercially reasonable efforts to utilizesystems that incorporate recent advances and developments in technology.11. Indemnification. Each Party (the “Indemnifying Party”) will defend (or settle,as applicable), indemnify and hold harmless the other Party (the “Indemnified Party”), andthe respective directors, officers and employees of the Indemnified Party, from and against any andall claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees)arising out of or in connection with any third-party claim alleging any breach of such Party’srepresentations or warranties set forth in this Agreement. The Indemnified Party agrees that theIndemnifying Party shall have sole and exclusive control over the defense and settlement of anysuch third party claim. However, the Indemnifying Party shall not acquiesce to any judgment orenter into any settlement that adversely affects the Indemnified Party’s rights or interestswithout the prior written consent of the Indemnified Party. The Indemnified Party shall promptlynotify the Indemnifying Party of any such claim of which it becomes aware and shall: (i) at theIndemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party inconnection with the defense or settlement of any such claim; and (ii) at the Indemnified Party’sexpense, be entitled to participate in the defense of any such claim. Any failure on the part ofthe Indemnified Party to promptly notify the Indemnifying
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Party of any such third party claim shall only relieve the Indemnifying Party to the extent thatthe Indemnifying Party is actually prejudiced thereby. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BELIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES(EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THETHEORY OF LIABILITY), ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLYNOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.12. Term and Termination.     (a) This Agreement shall commence on the Effective Date and end on July31st, 2007 (the “Initial Term”) unless sooner terminated as set forth hereunder.ThisAgreement shall automatically renew for successive one (1) year periods, unless eitherParty gives the other Party at least ninety (90) days’ prior written notice of its intent notto renew. Upon any such renewal, “Term” shall be deemed to include the Initial Termand such renewal period.     (b) This Agreement may be terminated, without waiver of any or all legalremedies available at law and in equity, as follows:     (i) At any time after the Initial Term, either Party may terminate this Agreement bygiving ninety (90) days prior written notice to the other Party of its intention toterminate.     (ii) Either Party may terminate this Agreement, effective immediately, at any timeupon thirty (30) days prior written notice upon the happening of any of the followingevents:     a Party ceases to function as a going concern or to conduct its operation inthe normal course of business, or     a Party becomes involved in financial difficulties resulting in theappointment of a receiver or trustee, establishment of a moratorium for thepayment of indebtedness, a petition in bankruptcy or an assignment on behalf of aParty’s creditors.     (iii) If either Party commits a material breach of any provisions of this Agreementfor any reason, the other Party may terminate the Agreement at any time, if afterproviding written notice to the breaching Party of the alleged breach or failure, thebreach or failure remains uncured for a period of thirty (30) business days after receiptof such notice; provided, however, that a Party shall not be entitled to more than one (1)cure period for the same or similar categories of breaches during the Term of thisAgreement.     (c) After termination or expiration of this Agreement, Vocus will fulfill ordersfor the Services received by Vocus prior to the event giving rise to the termination. In
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order to enable PR Newswire to meet any contractual obligations to its customers for the Services,in the event of termination or expiration of this Agreement, both Parties agree to continue tooperate under the terms and conditions of this Agreement as it relates solely to and for the fullterm of any PR Newswire customer agreement for the Services.13. Relationship of the Parties. The relationship of the Parties hereto shall be that ofindependent contractors with respect to this Agreement. Nothing in this Agreement shallbe construed to place the Parties in the relationship of partners, joint venturers or agents,and no Party shall have the power to obligate or bind any other Party in any mannerwhatsoever nor shall any Party have or be deemed to have any fiduciary obligations toany other Party.14. Force Majeure. If a Party is prevented from performing any of its obligations setforth in this Agreement by reason of an act of God, strike, labor dispute, injunctions,judgments, adverse claims, fire, flood, embargo, delay in transportation, systems failures,including without limitation, public disaster or any other cause or reason beyond thecontrol of a Party, as the case may be, such condition shall be deemed a valid excuse forfailure on its part to perform or for delay in the performance of such obligations.Notwithstanding the foregoing, in the event that such failure or delay persists for thirty(30) days, the affected Party may terminate this Agreement immediately upon receipt ofwritten notification of termination.15. Miscellaneous Provisions.     (a) Notices. Any notice required or permitted to be given under the terms of thisAgreement shall be sufficient if in writing and if sent postage prepaid by registered or certifiedmail, return receipt requested; by overnight delivery; by courier; or by confirmed facsimile,addressed as follows:If to PR Newswire:810Seventh Avenue