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11.3. AUDIT RIGHTS. Each of parties hereto shall have the right to audit to <br /> audit the books and records of the other party hereto (the "Audited Party ") solely <br /> for the purpose of verifying the payments, if any, payable pursuant to this <br /> Agreement. Any such audit shall be conducted upon not less than forty -eight <br /> (48) hours' prior notice to the Audited Party, at mutually convenient times and <br /> during the Audited Party's normal business hours. Except as otherwise provided <br /> in this Agreement, the cost of any such audit shall be borne by the non - Audited <br /> Party. In the event any such audit establishes any underpayment of any payment <br /> payable by the Audited Party to the non - Audited Party pursuant to this <br /> Agreement, the Audited Party shall promptly pay the amount of the shortfall, and <br /> in the event that any such audit establishes that the Audited Party has underpaid <br /> any payment by more than twenty five percent (25 %) of the amount of actually <br /> owing, the cost of such audit shall be borne by the Audited Party. In the event <br /> any such audit establishes any overpayment by the Audited Party of any payment <br /> made pursuant to this Agreement, non - Audited Party shall promptly refund to the <br /> Audited Party the amount of the excess. <br /> 11.4. FORCE MAJEURE. Neither party will be liable to the other or be <br /> deemed to be in breach of this Agreement for any failure or delay in rendering <br /> performance arising out of causes beyond its reasonable control and without its <br /> fault or negligence. Such causes may include but are not limited to, acts of God <br /> or the public enemy, terrorism, significant fires, floods, earthquakes, epidemics, <br /> quarantine restrictions, strikes, freight embargoes, or Governmental Authorities <br /> approval delays which are not caused by any act or omission by Redflex, and <br /> unusually severe weather. The party whose performance is affected agrees to <br /> notify the other promptly of the existence and nature of any delay. <br /> 11.5. ENTIRE AGREEMENT. This Agreement represents the entire <br /> Agreement between the parties, and there are no other agreements (other than <br /> invoices and purchase orders), whether written or oral, which affect its terms. <br /> This Agreement may be amended only by a subsequent written agreement signed <br /> by both parties. <br /> 11.6. SEVERABILITY. If any provision of this Agreement is held by any court <br /> or other competent authority to be void or unenforceable in whole or part, this <br /> Agreement shall continue to be valid as to the other provisions thereof and the <br /> remainder of the affected provision. <br /> 11.7. WAIVER. Any waiver by either party of a breach of any provision of this <br /> Agreement shall not be considered as a waiver of any subsequent breach of the <br /> same or any other provision thereof. <br /> 11.8. CONSTRUCTION Except as expressly otherwise provided in this <br /> Agreement, this Agreement shall be construed as having been fully and <br /> completely negotiated and neither the Agreement nor any provision thereof shall <br /> be construed more strictly against either party. <br /> 11.9. HEADINGS. The headings of the sections contained in this Agreement <br /> are included herein for reference purposes only, solely for the convenience of the <br /> parties hereto, and shall not in any way be deemed to affect the meaning, <br /> interpretation or applicability of this Agreement or any term, condition or <br /> provision hereof. <br /> 11.10. EXECUTION AND COUNTERPARTS. This Agreement may be <br /> executed in any number of counterparts, each of which when so executed and <br /> 16 <br />