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Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of
<br />such breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach
<br />or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate of the
<br />time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party
<br />and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in a
<br />timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to
<br />terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and
<br />avail itself of any and all remedies available under this Agreement.
<br />C. Upon termination of this Agreement, Customer shall cease use of the Application Software and return to
<br />S&S or destroy all copies of the Application Software and all Documentation in the Customer's possession or under its
<br />control. Within ten (10) days after termination of this Agreement, Customer shall send written confirmation to S&S, by first
<br />class certified mail, return receipt requested, that Customer (i) has completed such destruction or return of the Application
<br />Software and Documentation; (ii) has not permitted any improper disclosure, use of, or access to the Application Software or
<br />Documentation; and (iii) acknowledges and agrees that Customer remains bound by the confidentiality provisions set forth in
<br />Section 10 of this Agreement. Customer agrees that S&S shall have the right to disable the Application Software upon the
<br />termination of this Agreement; provided that S&S shall not disable the Application Software if the Customer is contesting the
<br />termination of this Agreement in good faith and Customer continues to pay all fees required by this Agreement and any
<br />future agreements when due. In the event that the Customer contests the termination in good faith, the parties shall use their
<br />best efforts to promptly resolve the dispute.
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<br />In the event that a court of competent jurisdiction holds that a particular provision or requirement of this Agreement is in
<br />violation of any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation
<br />of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full
<br />force and effect.
<br />13, DISPUTE RESOLUTION
<br />In the event of a dispute under this Agreement (except any dispute involving confidentiality or infringement, in which case
<br />the non -breaching party is not barred from directly pursuing any legal remedy available to it, including litigation), S&S and
<br />Customer agree that they will work together in good faith in the following manner: first, to resolve the matter internally by
<br />discussions among the persons who are responsible for the particular issue; second, to resolve the matter internally by
<br />discussions among the executives of the parties; and third, if the first two methods are not successful, to attempt to resolve
<br />the dispute by means of mediation. Except as otherwise stated in this Section, any dispute, issue, conflict, or controversy
<br />arising from, under or in relation to this Agreement which cannot otherwise be resolved by the parties shall be subject to
<br />mediation. The mediation shall occur at a location in the State of Alabama (or another mutually agreeable state) agreed to by
<br />the parties. The mediation shall be conducted by an impartial mediator who has experience with computer software contract
<br />disputes and who is acceptable to both parties. The parties shall engage in mediation in good faith and use commercially
<br />reasonable efforts to resolve their dispute via mediation. If, after using such efforts, the parties have not resolved their
<br />dispute, either party may, at its option, resort to litigation. The mediation will commence upon 90 days' written notice of a
<br />demand for mediation or such other date agreed to by the parties. If one party unilaterally refuses to commence mediation
<br />within said time frame, the other party shall no longer be bound to mediation and may, at its option, initiate litigation. Each
<br />party shall be responsible for its own attorneys' fees and all costs of mediation shall be borne equally by the parties.
<br />14. MUTUAL INDEMNIFICATION
<br />A. S&S agrees to indemnify, defend and hold harmless the Customer, its directors and officers, and its
<br />employees and agents (collectively, the "Customer Indemnified Parties") from any and all claims, costs, expenses
<br />(including reasonable attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property
<br />to the extent that the same arise out of the work or activities of S&S or its employees, subcontractors, or agents in connection
<br />with the Project. Notwithstanding the foregoing, S&S shall have no obligation under the foregoing sentence if the claim, cost
<br />or other item was due to the negligence of the Customer or any of the other Customer Indemnified Parties. Notwithstanding
<br />the final sentence of section S(F), S&S total liability under this section 14(A) shall be limited to the amount of insurance
<br />coverage available to S&S under its insurance policy described in section 15 below.
<br />Systems & Software, Inc. Confidential
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