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Agreement between VISIPHOR Corporal/on and CIty oI Santa Ana [Exhibit FJ /system and/or any related data and information. Notwithstanding any assignment of this Customer Support Agreement as permitted by this Section, VISIPHOR will remain primarily responsible for the timely performance of all of its obligations hereunder. 30. ARBITRATION 10.1. If, at any time, there is a dispute, controversy or Claim (each a "Dispute") between the parties with respect to any matter azising out of or relating to this Agreement, then the party to the Dispute that wishes to initiate a resolution of the Dispute must give notice to the other party to the Dispute outlining the nature of the Dispute and the resolution proposed by the claimant and requiring that such Dispute be resolved pursuant to this Part 10. 10.2. If a Dispute is not resolved between the parties within 30 days (or such longer period as is agreed to in writing by the parties to the Dispute) after the date of the notice pursuant to §10.1, either party to the Dispute will be entitled to refer the Dispute to arbitration in accordance with the domestic azbitration rules of the British Columbia [ntemational Commercial Arbitration Centre (collectively, the "Rules") as modified by the provisions herein, within 30 days after such date. The Dispute will be submitted to one arbitrator in accordance with the Rules. 10.3. The arbitration will take place in English in Vancouver, British Columbia. 10.4. Each party will accept the award or decision of the arbitrator as fmal and binding and will diligently act in good faith to do all that is necessary or advisable to be done by it to implement the award or decision. 10.5. A party who commences a legal proceeding in respect of an issue or Dispute that may be arbitrated under this Agreement, (a) will cause the proceeding to be stayed until the time during which an arbitration may be initiated has expired or, if an arbitration is initiated, a decision or award by arbitration is delivered or the arbitration has otherwise ended, and (b) will promptly discontinue the proceeding once the arbitrator's decision or award is given. 11. GOVERNING LAW 11.1. This Customer Support Agreement will be governed, construed and interpreted by the laws of the Province of British Columbia. 12. AMENDMENT 12.1. No modification or amendment to this Customer Support Agreement may be made unless agreed to by the parties hereto in writing. 13. SEVERABILITY 13.1. The invalidity of any provisions of this Customer Support Agreement or any covenant herein contained on the part of any party will not affect the validity of any other Confidential Page 11 7/!7/2006 City oCSenta Ma-EzhibilF Copyright®2006-VISIPHOR Corporation