Agmt21 CentralSquare Technologies, LLC

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breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non -breaching Party provides the breaching Party with written notice of such breach. 16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this Agreement has continued more than ninety (90) days after delivery of written notice of non-payment. 16.3. By Customer, without cause, upon sixty (60) days' prior written notice to CentralSquare. In the event of termination by Customer, CentralSquare shall be entitled to compensation for services performed prior to the date of notice of termination. Customer may condition payment of such compensation upon CentralSquare delivering to Customer all materials described in Section 5.4.3. In the event that Customer Terminates this Agreement early for any reasons other than for cause under Section 16.1, Customer shall not be entitled to reimbursement of any annual fees paid in advance. 17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement: 17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such Confidential Information in confidence pursuant to Section 9; and 17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and through the date of termination of this Agreement. 18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare's executory obligations hereunder, as evidenced by an express written assumption of the obligations hereunder by the assignee, and following prior written notice to Customer. 19. Dispute Resolution. The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, using mediation prior to litigation in a court of competent jurisdiction. 19.1. Exclusive Dispute Resolution Mechanism. The Parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of this Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if necessary. 19.2. Good Faith Negotiations. The Parties agree to first send written notice to the other Party of any Dispute ("Dispute Notice"). After the other Party receives the Dispute Notice, the parties agree to undertake good faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended Vice Presidents of each Party (or employees of equivalent or superior position). 19.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations either Party may initiate mediation under Section 19.4. 19.4. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the mediation. The parties agree the mediator's fees and expenses, and the mediator's costs incidental to the mediation will be shared equally between the parties. The parties shall bear their own fees, expenses, and costs. 19.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result of its use in the mediation. 19.6. Litigation as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then once an impasse is issued by the mediator either Party may initiate litigation in a court of competent jurisdiction. 20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 21. Conflict of Interest. CentralSquare may serve other customers, but none whose activities within the corporate limits of Customer or whose business, regardless of location, would place CentralSquare in a "conflict of REV: 12-22-2020 PR ATTY/AGR.2020.307/Central Square (Page 10 of 26)