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provided further, that the indemnifying party shall not take any action in defense or settlement of the claim that would
<br /> negatively impact the indemnified party without the consent of the indemnified party. The indemnified party shall reasonably
<br /> cooperate with the indemnifying party in the defense of the third-party claim,including making its files and personnel reasonably
<br /> available to the indemnifying party,all at the cost and expense of the indemnifying party.
<br /> ARTICLE 10—FORCE MAJEURE EVENTS
<br /> Neither Party shall be liable for any failure of performance hereunder (other than Customer's payment obligations
<br /> under Article 4)due to causes beyond such Party's reasonable control including, but not limited to, acts of God,fire, explosion,
<br /> vandalism,cable cut,flood,storm,or other similar natural disaster,terrorist acts, insurrection, riot, national emergency,war or
<br /> other catastrophe, inability to obtain equipment, material or other supplies due to strike,lockout or work stoppage,or any law,
<br /> order, regulation, direction, action or request of any civil or military governmental authority (each, a "Force Majeure Event").
<br /> The Party claiming relief under this Article shall notify the other Party of the occurrence or existence of the Force Majeure Event
<br /> and of the cessation of such event. If the delay in performance caused by the Force Majeure Event exceeds thirty (30) days,
<br /> either Party may terminate this Agreement or the applicable Service Order(s)immediately on written notice to the other Patty,
<br /> without incurring any liability in connection with such termination.
<br /> ARTICLE 11—DISPUTE RESOLUTION
<br /> 11.1 Good Faith Negotiations. Except for actions seeking a temporary restraining order or injunction, in the event any
<br /> controversy, disagreement or dispute (each, a "Dispute")arises between the Parties in connection with this Agreement,the
<br /> Parties shall use good faith efforts to resolve the Dispute through negotiation. In the event of a Dispute,either Party may give
<br /> the other Party written notice of the Dispute (each, a "Dispute Notice"). The parties will meet and attempt to resolve the
<br /> Dispute within sixty (60) days of the date on which the Dispute Notice is delivered. All discussions occurring and documents
<br /> exchanged during negotiations under this Section are confidential and inadmissible for any purpose in any legal proceeding
<br /> involving the Parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or
<br /> non-discoverable as a result of its use in the negotiation process. If the Parties do not resolve the Dispute within the sixty(60)
<br /> day period,either of the Parties may pursue any remedy available to it under this Agreement,at law or in equity.
<br /> 11.2 Governing Law. This Agreement and all matters arising out of this Agreement shall be governed by the laws of the State
<br /> of Washington. Any judicial action arising in connection with this Agreement shall be in the Superior Court of the State of
<br /> Washington in and for Snohomish County,or in the Federal District Court for the Western District of Washington,as applicable.
<br /> ARTICLE 12—ASSIGNMENT AND ASSUMPTION
<br /> Except as otherwise provided in this Article 12, neither Party shall assign, delegate or otherwise transfer this
<br /> Agreement or its obligations under this Agreement, in whole or in part,without the prior written consent of the other Party.
<br /> Notwithstanding the foregoing, either Party may, without the necessity of obtaining the other Party's consent, assign its
<br /> interest in and to the Agreement to: (i) any entity acquiring such Party, whether by merger or through
<br /> purchase of substantially all the assets of such Party; (ii)a lender as an asset securing indebtedness; or (iii) an
<br /> Affiliate of such Party; provided,that in the event of a transfer to an Affiliate,the transferring Party shall continue to remain
<br /> liable for the obligations under the Agreement.
<br /> ARTICLE 13—NOTICES
<br /> Unless otherwise provided elsewhere in this Agreement, any notice to be given to either Party under the Agreement
<br /> will be in writing and directed to the addresses set forth below. Notices will be deemed received (i)the next business day,
<br /> when sent by reliable,commercial overnight courier; (ii) three (3) business days after being sent by certified mail, postage
<br /> prepaid and return receipt requested; (iii) when actually received, if sent by email during the business hours of 9:00 a.m.to
<br /> 5:00 p.m.(recipient's time). Notices received after 5:00 p.m.(recipient's time)will be effective the next business day.
<br /> MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.6
<br /> Wave Business Solutions,LLC/City of Everett 06/13/2016
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