Hosting Service and Information System Agreement - Systems & Software Inc - Utility Billing System Implementation

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A. S&S and Customer shall each hold the other's Confidential Information in confidence. Neither party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. Information shall not constitute Confidential Information if it is publicly known or in the public domain through no breach of this Agreement by Customer or S&S. Neither party's obligations of non -disclosure and non-use shall extend to information that is required to be disclosed or requested in connection with any judicial or quasi-judicial proceeding, including, but not limited to, any administrative proceedings or public records requests, provided the disclosing party shall give the other party reasonable notice of its intention to disclose information. B. This Agreement does not diminish, revoke or supersede any existing confidentiality, non -disclosure or similar agreement between the parties. The obligations of the parties set forth in this Section are in addition to the obligations of the parties set forth in any existing confidentiality, non -disclosure or similar agreement or otherwise arising under applicable law. In the event that this Section is in conflict with any provision of an existing agreement covering confidentiality or non- disclosure obligations, the provision that provides stronger protection to the disclosing party shall govern. 11. TERMINATION, CANCELLATION OR MODIFICATION A. This Agreement shall automatically terminate, and the license granted hereunder shall be automatically revoked, at such time as (i) Customer ceases to use the Application Software in a production environment; or (ii) Customer breaches this Agreement in such manner that adversely impacts S&S' proprietary rights in the Application Software and fails to cure such breach upon notice pursuant to Section 11(B) below. B. This Agreement may not be canceled or modified except by the written mutual consent of both parties or as otherwise provided in this Agreement. If either party is in material breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in a timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement. C. Upon termination of this Agreement, Customer shall cease use of the Application Software and return to S&S or destroy all copies of the Application Software and all Documentation in the Customer's possession or under its control. Within ten (10) days after termination of this Agreement, Customer shall send written confirmation to S&S, by first class certified mail, return receipt requested, that Customer (i) has completed such destruction or return of the Application Software and Documentation; (ii) has not permitted any improper disclosure, use of, or access to the Application Software or Documentation; and (iii) acknowledges and agrees that Customer remains bound by the confidentiality provisions set forth in Section 10 of this Agreement. Customer agrees that S&S shall have the right to disable the Application Software upon the termination of this Agreement; provided that S&S shall not disable the Application Software if the Customer is contesting the termination of this Agreement in good faith and Customer continues to pay all fees required by this Agreement and any future agreements when due. In the event that the Customer contests the termination in good faith, the parties shall use their best efforts to promptly resolve the dispute. *�3WI&ITA. In the event that a court of competent jurisdiction holds that a particular provision or requirement of this Agreement is in violation of any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full force and effect. 13. DISPUTE RESOLUTION In the event of a dispute under this Agreement (except any dispute involving confidentiality or infringement, in which case the non -breaching party is not barred from directly pursuing any legal remedy available to it, including litigation), S&S and Customer agree that they will work together in good faith in the following manner: first, to resolve the matter internally by Systems & Software, Inc.