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10. DISPUTE RESOLUTION. Upon the occurrence of any dispute or disagreement <br />between the parties hereto arising out of or in connection with any term or provision <br />of this Agreement, the subject matter hereof, or the interpretation or enforcement <br />hereof (the "Dispute"), the parties shall engage in informal, good faith discussions <br />and attempt to resolve the Dispute. In connection therewith, upon written notice of <br />either party, each of the parties will appoint a designated officer whose task it shall be <br />to meet for the purpose of attempting to resolve such Dispute. The designated <br />officers shall meet as often as the parties shall deem to be reasonably necessary. Such <br />officers will discuss the Dispute. If the parties are unable to resolve the Dispute in <br />accordance with this Section 10, and in the event that either of the parties concludes <br />in good faith that amicable resolution through continued negotiation with respect to <br />the Dispute is not reasonably likely, then the parties may mutually agree to submit to <br />binding or nonbinding arbitration or mediation. <br />11. Miscellaneous. <br />11.1. Assi ng ment. Neither party may assign all or any portion of this <br />Agreement without the prior written consent of the other, which consent shall not <br />be unreasonably withheld or delayed; provided, however, The Customer hereby <br />acknowledges and agrees that the execution (as outlined in Exhibit F), delivery <br />and performance of Redflex's rights pursuant to this Agreement shall require a <br />significant investment by Redflex, and that in order to finance such investment, <br />Redflex may be required to enter into certain agreements or arrangements <br />("Financing Transactions") with equipment lessors, banks, financial institutions <br />or other similar persons or entities (each, a "Financial Institution" and <br />collectively, "Financial Institutions"). The Customer hereby agrees that Redflex <br />shall have the right to assign, pledge, hypothecate or otherwise transfer <br />("Transfer") its rights, or any of them, under this Agreement to any Financial <br />Institution in connection with any Financing Transaction between Redflex and <br />any such Financial Institution, subject to the Customer's prior written approval, <br />which approval shall not be unreasonably withheld or delayed. The Customer <br />further acknowledges and agrees that in the event that Redflex provides written <br />notice to the Customer that it intends to Transfer all or any of Redflex's rights <br />pursuant to this Agreement, and in the event that the Customer fails to provide <br />such approval or fails to object to such Transfer within forty-five (45) business <br />days after its receipt of such notice from Redflex, for the purposes of this <br />Agreement, the Customer shall be deemed to have consented to and approved <br />such Transfer by Redflex. Notwithstanding the above, this Agreement shall inure <br />to the benefit of, and be binding upon, the parties hereto, and their respective <br />successors or assigns. <br />11.2. RELATIONSHIP BETWEEN REDFLEX AND THE CUSTOMER. <br />Nothing in this Agreement shall create, or be deemed to create, a partnership, <br />joint venture or the relationship of principal and agent or employer and employee <br />between the parties. The relationship between the parties shall be that of <br />independent contractors, and nothing contained in this Agreement shall create the <br />relationship of principal and agent or otherwise permit either party to incur any <br />IS <br />