25D - AGMT AND AMEND FOR UTLILITY BILLING SOFTWARE

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iv. not to disclose or release such Confidential Information to any third person without the prior written consent of the disclosing party, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of perfomlance under this Master Renewal Agreement and exercising its rights under this Master Renewal Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party's Confidential Information as this Master Renewal Agreement; and to take such actions as may be reasonably necessary to enforce its Master Renewal Agreements with its employees and agents, including commencing legal proceedings. 14. GENERAL (a) Mediation. The PARTIES agree to submit any claim, controversy or dispute arising out of or relating to this Master Renewal Agreement or the relationship created by this Master Renewal Agreement to non -binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the PARTIES. Such mediator shall be knowledgeable in software system Master Renewal Agreements. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney's fees incurred by either party), is to be shared by the PARTIES equally. Ifthe PARTIES are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written Amendment to Master Renewal Agreement. Nothing in this section shall inhibit a parry's right to seek injunctive relief at anytime. (b) Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Master Renewal Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the appropriate address set out below: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702-1988 Facsimile: (714) 647-6956 25D-18