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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 the
<br />dispute by means of mediation. Except as otherwise stated in this Section, any dispute, issue, conflict, or controversy arising
<br />from, under or in relation to this Agreement which cannot otherwise be resolved by the parties shall be subject to mediation.
<br />The mediation shall occur at a location in St. Joseph County in the State of Indiana (or another mutually agreeable state) agreed
<br />to by the parties. The mediation shall be conducted by an impartial mediator who has experience with computer software
<br />contract disputes and who is acceptable to both parties. The parties shall engage in mediation in good faith and use
<br />commercially reasonable efforts to resolve their dispute via mediation. If, after using such efforts, the parties have not resolved
<br />their dispute, either party may, at its option, resort to litigation. The mediation will commence upon 90 days' written notice of
<br />a 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 (including
<br />reasonable attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property to the extent
<br />that the same arise out of the work or activities of S&S or its employees, subcontractors, or agents in connection with the
<br />Project. Notwithstanding the foregoing, S&S shall have no obligation under the foregoing sentence if the claim, cost or other
<br />item was due to the negligence of the Customer or any of the other Customer Indemnified Parties.
<br />B. Customer agrees to indemnify, defend and hold harmless S&S, its directors and officers, and its employees
<br />and agents (collectively, the "S&S Indemnified Parties") from any and all claims, costs, expenses (including reasonable
<br />attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property to the extent that the
<br />same arise out of the work or activities of Customer or its employees, subcontractors, or agents in connection with the Project.
<br />Notwithstanding the foregoing, Customer shall have no obligation under the foregoing sentence if the claim, cost or other item
<br />was due to the negligence of S&S or any of the other S&S Indemnified Parties.
<br />15. INSURANCE
<br />S&S represents that the Certificate of Insurance attached hereto as Exhibit 5 (Certificate of Insurance) (the "Certificate of
<br />Insurance") properly reflects the insurance coverage that S&S currently has in place for commercial general liability, workers'
<br />compensation, and errors and omissions policies.
<br />16. FORCE MAJEURE
<br />Neither party shall be responsible for delays or failures in performance resulting from major substantive acts beyond the control
<br />of such party. Such acts shall include, for example, but not be limited to, acts of God, riots, acts of war, epidemics,
<br />governmental regulations superimposed after the fact, earthquakes or other natural disasters.
<br />17. NOTICES; PARTY REPRESENTATIVES
<br />All notices required or permitted to be given hereunder shall be in writing and shall be delivered in hand or sent by first-class
<br />mail, postage prepaid, or by a nationally recognized overnight courier, to the parties at the following addresses or other such
<br />address or addresses as to which a party shall have notified the other party in accordance with this Section:
<br />If to S&S:
<br />Systems & Software, Inc.
<br />10 E Allen Street, Suite 201
<br />Winooski, Vermont 05404
<br />Attention: EVP, Cameron Mahbubian
<br />If to Customer:
<br />City of South Bend, Utility Billing Office
<br />209 N Main Street, Suite #207
<br />South Bend, Indiana 46601
<br />Attention: Director of Utilities
<br />The City of South Bend's Project Manager shall act as representatives of the Customer, and the EVP shall act as representative
<br />of S&S with respect to this Agreement. These persons shall have the authority to transmit instructions, receive information,
<br />Systems & Software, Inc.
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