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6. DISPUTE RESOLUTION. In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the parties' project managers shall use every reasonable effort to resolve such dispute in good faith within ten (10) business days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be escalated to the next escalation level. At each escalation level, the designated executives shall negotiate in good faith to resolve the dispute. Escalation Questica Management Licensee Period of Level Management Resolution Efforts First Level Customer Success Associate Project Manager 10 business days Second Level Customer Success Manager Finance Department 10 business days Manager Third Level President Director of Finance or 10 business days Treasurer IRREPERABLE HARM. Licensee acknowledges and agrees with Questica that the breach by it of any of the provisions of Sections 1- 4, 8 or 10 of this Agreement would cause serious harm to Questica which could not adequately be compensated for in damages and in the event of a breach by Licensee of any of such provisions, Licensee understands that an injunction may be issued against it restraining it from any further breach of such provisions, but such actions shall not be construed so as to be in derogation of any other remedy which Questica may have in the event of such breach. 8. TERMS OF SERVICE. Terms, provisions, or conditions on any purchase order, acknowledgement, or other business form or writing that Customer may use in connection with the provision of Services (or software) by Questica will have no effect on the rights, duties, or obligations of the parties hereunder, regardless of any failure of Questica to object to such terms, provisions, or conditions. 9. FEES. Licensee agrees to pay the fees as specified in Appendix A. The total amount to be expended under this Agreement shall not exceed $231,804.31 during the term of this Agreement. This sum shall be comprised of $205,404.31 for the three-year term with a contingency amount of $26,400 for additional custom reporting needs. 10. PRODUCT MAINTENANCE AND SUPPORT. For the first year of this Agreement, upon paying the Licensee Fee and for each year thereafter, provided that Licensee continues to pay the Product Maintenance and Support Fees in accordance with the fees set out in Appendix A, Questica shall provide the Maintenance and Technical Support Services (the "Services") for the software as outlined in Appendix B, if the Licensee is not otherwise in breach of the provisions of this Agreement. If payment of the annual fee is not received by Questica before the first business day of the next additional year, Questica's obligation to provide the Services shall be terminated. Questica may, in its sole discretion, increase the Annual Product Maintenance or Support Fees upon 30 days prior written notice. It may elect not to increase these fees in any year, however no such waiver shall preclude Questica from applying the escalation to any subsequent year or part of a year, and from making the subsequent application as if all subsequent escalation had been duly made over the period since the lastincrease. 11. ACCEPTANCE OF CUSTOM WORK. Within fifteen (15) business days from the delivery of each individual Custom Work, the Customer/Licensee shall, In its sole discretion, review the Product 4)Page