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

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interpret and define policies and make decisions with respect to the Project. Additional and substitute representatives of S&S and the Customer may be added by written notice of one party to the other. 18. INDEPENDENT CONTRACTORS The relationship of the parties is that of independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have any authority to enter into agreements on behalf of the other or to bind or obligate the other in any manner. 19. NAMING THE CUSTOMER AS A REFERENCE; PRESS RELEASE Customer agrees that S&S may, at its option, name Customer as a reference for prospective customers and identify Customer as a customer for S&S' promotional purposes, including without limitation in press releases, on S&S' web site, and in presentations to prospective customers. Customer agrees to work with S&S to plan and conduct demonstrations of the Application Software for prospective S&S customers at the Customer's offices; provided that S&S shall provide reasonable notice to Customer in advance and shall coordinate with Customer to ensure that the demonstration does not disrupt Customer's business. S&S agrees that timing and number of requests for demonstrations to prospective S&S customers at the Customer site shall be not be unreasonable. 20. GOVERING LAW; JURISDICTION; VENUE This Agreement shall be governed by the laws of the State of Indiana, without giving effect to the principles of conflicts of laws. Each party consents to exclusive jurisdiction and venue in the state and federal courts sitting in St. Joseph County, Indiana. Each party waives all defenses of lack of personal jurisdiction and forum nonconveniens. 21. ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the Information System. Accordingly, all prior agreements, representations, statements, negotiations and undertakings are hereby superseded, except as otherwise specified in Section 10(B) above. 22. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of S&S and the Customer and their permitted successors and assigns. Neither party may assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed hereunder, without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement to its successor, without the other party's consent, in the event of a sale of substantially all of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving entity, as long as said successor assumes all liabilities and obligations hereunder. 23. COUNTERPARTS This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original document, but all of which counterparts shall together constitute one and the same instrument. 24. EXHIBITS The following Exhibits, attached hereto and incorporated herein by reference, form a part of this Agreement: Exhibit 1 - Budget Detail and Notes Exhibit 2 - Milestone Criteria and Payment Schedule Exhibit 3 - S&S Support General Guidelines Exhibit 4 - Statement of Work (SOW) Exhibit 5 - Certificate of Insurance Exhibit 6 - RFP Functional Requirements (including S&S response) Exhibit 7 - Hosting Agreement Systems & Software, Inc. 10