VISIPHOR CORPORATION (KCC) KNOWLEGE OF COMPUTING (CANADA) 1B-2009

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Agreement between KCC Knowledge Computing (Canada) LImIted and City of Sant" AnII [Exhibit F] resolution proposed by the claimant and requiring that such Dispute be resolved pursuant to this Part lO. . 10.2. Ifa 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 ~IO.l, either party to the Dispute will be entitled to refer the Dispute to arbitration in accordance with the domestic arbitration rules of the British Columbia International Commercial Arbitration Centre (coll~ctively, 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 final 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 promplly 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 ofthe 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 provision or covenant hereto or herein contained. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for any invalid provision or covenant, which substitute will be as consistent as possible with the original intent oftbe parties. 14. NON-WAIVER 14.1. The waiver or failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further right hereunder. Confidenfial Page II 8/18/2009 City of Santa Ana - Exhibit P Copyright 0 2006 - KCC Knowledge Computing (Canada) Umited