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Neither party shall be responsible for delays or failures in performance resulting from major substantive acts beyond the control of such party. Such acts shall include, for example, but not be limited to, acts of God, riots, acts of war, epidemics, governmental regulations superimposed after the fact, earthquakes or other natural disasters. 12. NOTICES; PARTY REPRESENTATIVES All notices required or permitted to be given hereunder shall be in writing and shall be delivered in hand or sent by first-class mail, postage prepaid, or by a nationally recognized overnight courier, to the parties at the following addresses or other such address or addresses as to which a party shall have notified the other party in accordance with this Section: If to S&S: Systems & Software, Inc. 40 I Water Tower Circle Colchester, Vermont 05446 Attention: Executive Vice-President If to Customer: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 9270 I Attention: Pamela Arends-King Pamela Arends-King shall act as representatives of the Customer, and Executive Vice-President shall act as representative of S&S with respect to this Agreement. These persons shall have the authority to transmit instructions, receive information, interpret and define policies and make decisions with respect to this Agreement. Additional and substitute representatives of S&S and the Customer may be added by written notice of one party to the other. 13. INDEPENDENT CONTRACTORS The relationship of the parties is that of independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have any authority to enter into agreements on behalf of the other or to bind or obligate the other in any manner. 14. NAMING THE CUSTOMER AS A REFERENCE; PRESS RELEASE Customer agrees that S&S may, at its option, name Customer as a reference for prospective customers and identify Customer as a customer for S&S' promotional purposes, including without limitation in press releases, on S&S' web site, and in presentations to prospective customers. Customer agrees to permit S&S to conduct demonstrations of the Application Software for prospective S&S customers at the Customer's offices; provided that S&S shall provide reasonable notice to Customer in advance and shall coordinate with Customer to ensure that the demonstration does not disrupt Customer's business. 15. GOVERING LAW; JURISDICTION; VENUE This Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of laws. 16. ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the Information System. Accordingly, all prior agreements, representations, statements, negotiations and undertakings are hereby superseded, except as otherwise specified in Section 7(B) above. 17. BINDING EFFECT; ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of S&S and the Customer and their permitted successors and assigns. Neither party may assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed hereunder, without the other party's prior written consent. Notwithstanding the foregoing, cither party may assign this Agreement to its successor, without the other party's consent, in the event of a sale of substantially all of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving cntity, as long as said successor assumes all liabilities and obligations hereunder. Systems & Software, Inc. Confidential 9