Agmt19 CherryRoad Technologies, Inc.

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12.9.3 Consul tan tsha I I not make public information releases or otherwise pub] is h any information obtained or produced by it as a result of, or in connection with, the performance of Services under the Agreement without priorwritten consentof City, whichshall not be unreasona blywithheld. 12.9.4 Consultantshal I not publish or useany advertising, sales promotion or publicity in matters relatingto services, equipment, products, reports, and material furnished by Consultantin which City's name is used or its identity is implied withoutprior written approval by City, which shall notbe unreasonably withheld. 12.9.5 Consultant will retain ownership of all intellectual property, knowledge, techniques, procedures, routines, templates, and methods which have been developed by Consul Cant i n its regular course of business and not for specific use in performance of this Agreement, and used in the provision of Services ("Consultant Tools"). Consultantshall grant City, upon full payment, including all retainage, a perpetual, irrevocable, non -assignable, non-excl usivelicenseto all Cons ulta ntTools that Consultant embeds in or provides with any deliverables or work productorthatareotherwiseused inconnection with the Services. 12.10 Dispute Resolution: 12.10.1 Any dispute,disagreement, claim or controversy between the parties arising outof or relatingto this Agreement ("Disputed Matter') shall be resolved by mutual agreement by firsthaving the Project Manager for Consultant and the Project Manager or Project Leader for City meet to endeavor to resolve such dispute. If a resolution to such parties is not reached, the Parties agree to elevate the disputeto a meeting of City's Project Steering Committee. If a resolution of such dispute does not occur duringsuch meeting or within five (5) business days thereafter, the parties agree to elevate the disputeto the Vice President or President level of Consultantand City's County Board Chairman. 12.10.2 If either of the representatives at this level concludes, after a good faith attempt to resolve the Disputed Matter, that amicable resolution through continued negotiation does not appear likely, then, the parties agree to try in good faith to settle the Disputed Matter by mediation by Judicial Arbitration and Mediation Services in San Mateo County. No formal proceedings for the judicial resolution of such Disputed Matter, except forthe seekingof equitableor injunctiverel ief, may begin until this dispute resolution procedureis completed. If anysuch Disputed Matter cannot be settled by mutual agreement as described hereinabove, the parties may decide to enter into binding arbitration or seek legal or equitable remedies 12.11 Jurisdiction and Venue. This Agreement shall begoverned bythe laws ofthe State of California without regard to its conflictof laws provisions. Exclusivejurisdiction for litigation of anydispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction over or located in San Mateo County, California, andthe parties hereby submitto the personal jurisdiction and venue therein. 12.12 Attorneys' Fees. If either party to this Agreement is required to initiate, defend or is made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, shall beentitled to reasonable attorneys' fees. GENERALTERMS AND CONDITIONS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 12 of 172 Page 12