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Blue ,Techflologles Smart Solutions Legal and Professional Services 13. NONDISCLOSURE: The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. 14. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, clause, sentence or other provision thereof should be held to be unenforceable or Invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law. 15. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and BTSS. No employee, representative or agent of BTSS has any authority to bind BTSS to any affirmation, representation, modification or warranty concerning the services or material provided hereunder unless specifically Included within this agreement as a written amendment executed by BTSS. This agreement cannot be modified unless both parties agree and a written modification Is made. 16. REMEDIES,ATTORNEY'S FEES AND CONSENT TO JURISDICTION: A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of Sections 11 and/or 13 of this Agreement, BTSS shall have the right to Institute and prosecute proceedings in equity, or in any court of competent jurisdiction, to obtain an Injunction to enforce the provisions of such Sections and to pursue any other remedy to which BTSS may be entitled. The City acknowledges that BTSS's remedy at law for any of the City's obligations under such Sections and such other terms of this Agreement as may be applicable will be inadequate, and the City agrees and consents that temporary and permanent Injunctive relief may be granted In any proceeding which may be brought to enforce any provision thereof, without the necessity of proof of actual damage. S. If BTSS seeks a restraining order, an injunction or any form of equitable relief and Is awarded or recovers such relief. City agrees to reimburse BTSS for reasonable attorney fees, court costs and other costs and expenses as may be incurred by BTSS in enforcing any of the terms of this Agreement. The parties agree that this Is reasonable. C. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City shall be entitled to recover, in addition to any award of damages, reasonable attorneys' fees, court costs and other costs and expenses Incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection C shall be in addition to any relief awarded under subsection B. D. If it is judicially determined that City has violated any of its obligations under Section 11, then the Nonsolicitation Period shall be restarted as of the date of such judicial determination and shall run for a period of two years (2) from that date. E. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located In the County of Cuyahoga and the State of Ohio for any proceeding against City for anyobligation under this Agreement and waives any objection that it may now or hereafter have to venue or to the jurisdiction of any such court in any such action or proceeding or any claim that any such court Is an inconvenient forum. 17. ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising under or out of this Agreement shall be settled by arbitration In accordance with the commercial arbitration rales of the American Arbitration Assoclation as administered through the Cleveland, Ohio office. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including a federal district court, pursuant to the Federal Arbitration Act. In preparation for the arbitration hearing each parry may utilize all methods of discovery in the manner provided by said rules and/or by the Ohio Arbitration law. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter. 18. CONSTRUCTION PERMITTED BY UAW: If the obligation of any covenant of the Employee contained herein is held to be too broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law. 19. WAIVER OF BREACH: The Waiver by BTSS of a breach of any provision of this Agreement by City shall not operate or be construed as a waiver of any subsequent breach by City. 20. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against wherever enforcement of any action, change, modification or extension Is sought. 21. INSURANCE Prior to undertaking performance of work under this Agreement. BTSS shall maintain and shall require Its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. BTSS shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited Blue Technologies Smort Solutions LLC, Confidential Page 14 of 15 25A-17