Both Creative and Distributor agree that any direct action hereafter arising out of the relationship between Creative and Distributor, including any action for alleged breach of this Agreement, shall be barred unless commenced by the agreed party within two (2) years of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Distributor by Creative arising from any delinquencies in payments for Products or any other material breach of this Agreement by Distributor, including but not limited to breaches of Clauses 4 and/or 5.