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OBLIGATIONS SET FORTH IN SECTIONS 6 (DATA AND INTELLECTUAL PROPERTY) AND SECTION 7 (CONFIDENTIALITY). SECTION 10. DISPUTE RESOLUTION DUTY TO NEGOTIATE IN GOOD FAITH PRIOR TO FORMAL DISPUTES. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party's position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place, or by teleconference. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non - discoverable as a result of its use in the negotiation. The foregoing notwithstanding, ImageTrend acknowledges that client is a public entity and written communications may be public records subject to the California Public Records Act. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. The Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. SECTION 11. NON -EXCLUSIVITY This Agreement does not establish any exclusivity of service, contract, customer relationship, or otherwise between the parties. SECTION 12. AMENDMENTS This Agreement may only be modified by a mutually executed writing including but not limited to Work Orders, signed by a person having authority to sign. REV: 06-15-2020 PR ATTY/AGR.2020.099/ImagTrend, Inc. (Page 11 of 32)