25C - FINANCE AND UTILITY SOFTWARE

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A. This Agreement shall automatically terminate, and the license granted hereunder shall be automatically revoked, at such time as (i) Customer ceases to use the Application Software; (ii) Customer breaches this Agreement in such manner that adversely impacts S&S' proprietary rights in the Application Software and fails to cure such breach upon notice pursuant to Section 8(B) below. B. This Agreement may not be canceled or modified except by the written mutual consent of both parties or as otherwise provided in this Agreement. If either party is in material breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in a timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement. C. Upon termination of this Agreement, Customer shall cease use of the Application Software and return to S&S or destroy all copies of the Application Software and all Documentation in the Customer's possession or under its control. Within ten (10) days after termination of this Agreement, Customer shall send written confirmation to S&S, by first class certified mail, return receipt requested, that Customer (i) has completed such destruction or return of the Application Software and Documentation; (ii) has not permitted any improper disclosure, use of, or access to the Application Software or Documentation; and (iii) acknowledges and agrees that Customer remains bound by the confidentiality provisions set forth in Section 7 of this Agreement. Customer agrees that S&S shall have the right to disable the Application Software upon the termination of this Agreement; provided that S&S shall not disable the Application Software if the Customer is contesting the termination of this Agreement in good faith and Customer continues to pay all fees required by this Agreement and any future agreements when due. In the event that the Customer contests the termination in good faith, the parties shall use their best efforts to promptly resolve the dispute. SEVERABILITY In the event that a court of competent jurisdiction holds that a particular provision or requirement of this Agreement is in violation of any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full force and effect. 10. DISPUTE RESOLUTION In the event of a dispute under this Agreement (except any dispute involving confidentiality or infringement, in which case the non-breaching party is not barred from directly pursuing any legal remedy available to it, including litigation), S&S and Customer agree that they will work together in good faith in the following manner: first, to resolve the matter internally by discussions among the persons who are responsible for the particular issue; second, to resolve the matter internally by discussions among the executives of the parties; and third, if the first two methods are not successful, to attempt to resolve the dispute by means of mediation. Except as otherwise stated in this Section, any dispute, issue, conflict, or controversy arising from, under or in relation to this Agreement which cannot otherwise be resolved by the parties shall be subject to mediation. The mediation shall occur at a location in the State of California (or another mutually agreeable state) agreed to by the parties. The mediation shall be conducted by an impartial mediator who has experience with computer software contract disputes and who is acceptable to both parties. The parties shall engage in mediation in good faith and use commercially reasonable efforts to resolve their dispute via mediation. If, after using such efforts, the parties have not resolved their dispute, either party may, at its option, resort to litigation. The mediation will commence upon 90 days' written notice of a demand for mediation or such other date agreed to by the parties. If one party unilaterally refuses to commence mediation within said time frame, the other party shall no longer be bound to mediation and may, at its option, initiate litigation. Each party shall be responsible for its own attorneys' fees and all costs of mediation shall be borne equally by the parties. 11. FORCE MAJEURE Systems & Software, Inc. Confidential 25C-12