This excerpt taken from the NDAQ 8-K filed Sep 9, 2005.
15.f. Intentionally Omitted.
15.g. Performance Until Termination; Payment Obligations Upon Termination. Notwithstanding the delivery of a notice of default or notice of termination by either party to the other, all obligations to perform hereunder and to make any required payments shall continue in effect and be duly observed and complied with by both parties until the effective date of any termination and up to the expiration of the Transition Period, if any.
15.h. Return of Documents and Data. Except with regard to Performance Reports which shall be governed by Section 6.d.4, upon termination of this Agreement for any reason and after the expiration of the Transition Period, if any,
Nasdaq shall, without additional cost to or demand from NASD, return to NASD in an orderly and expeditious manner all information, records, documentation, data (in a format which is mutually acceptable to the parties), in its possession that is owned by NASD and is related to this Agreement, and destroy all copies, including backup copies of Data and shall certify in writing that it has done so. Upon termination of this Agreement for any reason, the parties shall, without additional cost to or demand from the other party, return in an orderly and expeditious manner all information, records, documentation, data, and other property in its possession that is owned by the other party and is related to this Agreement and shall certify in writing that it has done so.
15.i. Liquidated Damages for Breach. In the event NASD terminates for Nasdaqs breach, Nasdaq shall pay to NASD Five Million Dollars ($5,000,000) within ten (10) business days of the effective date of termination (Liquidated Damages). The parties hereto agree that in the event of a Nasdaq uncured breach of this Agreement, damages would be difficult to ascertain and that the liquidated damages measure associated with Nasdaqs breach and contained herein is a reasonable and proper measure of damages which NASD will sustain for the failure of Nasdaq perform under this Agreement. In no way shall costs for liquidated damages be construed as a penalty on Nasdaq. Liquidated Damages shall be NASDs sole monetary remedy for Nasdaqs breach of this Agreement.