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4 <br /> C-r <br /> LI <br /> CONCENTRIC <br /> INTEGRATION <br /> Customer and Consultant shall each select a mediator and such mediators shall together unanimously select a neutral <br /> mediator who shall conduct the mediation. The mediation session shall be held within forty-five (45) days of the <br /> retention of the mediator,and last for at least one(1)full mediation day, before any party has the option to withdraw <br /> from the process. The parties may agree to continue the mediation process beyond one (1) day, until there is a <br /> settlement agreement,or the mediator states that there is no reason to continue because of an impasse that cannot <br /> be overcome and sends a "notice of termination of mediation." All reasonable efforts will be made to complete the <br /> mediation within thirty(30)days of the first mediation session. <br /> During the course of the mediation,no party can assert the failure to fully comply with Section 11.5(a)as a reason <br /> not to proceed or to delay the mediation.The service of the Notice of Mediation shall stay the running of any applicable <br /> statute of limitations regarding the Dispute until thirty(30)days after the parties agree that the mediation is concluded <br /> or the mediator issues a Notice of Impasse. Each side shall bear an equal share of the mediation costs unless the <br /> parties agree otherwise. <br /> All communications, both written and oral, during the parties' efforts under Sections 11.5(a) and 11.5(b) are <br /> confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, <br /> documents generated in the ordinary course of business prior to the Dispute,that would otherwise be discoverable, <br /> do not become confidential simply because they are used in the Negotiation and/or Mediation process.The process <br /> shall be confidential based on terms acceptable to the mediator and/or mediation service provider. <br /> 12. Representations and Warranties. <br /> 12.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: <br /> (a) it is a duly organized,validly existing,and in good standing as a corporation or other entity under the Laws of <br /> the jurisdiction of its incorporation or other organization; <br /> (b) it has the full right, power,and authority to enter into,and to perform its obligations and grant the rights and <br /> licenses it grants or is required to grant under,this Agreement; <br /> (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement <br /> has been duly authorized by all necessary corporate or organizational action of such party;and <br /> (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding <br /> obligation of such party,enforceable against such parry in accordance with its provisions. <br /> 12.2 Additional Consultant Representations and Warranties:Limited Remedy. <br /> (a) Consultant represents and warrants to Customer that Consultant will perform the Services using personnel of <br /> required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with <br /> generally recognized industry standards for similar services and will devote adequate resources to meet its obligations <br /> under this Agreement. <br /> (b) Consultant warrants that for twelve(12)months following Customer's acceptance of the System pursuant to <br /> Section 5.2, as installed in the Core System and used in accordance with the Documentation,the System will in all <br /> material respects function and otherwise be in conformity with the Specifications.In the event of Consultant's breach <br /> of the foregoing warranty, Consultant's sole and exclusive obligation and liability and Customer's sole and exclusive <br /> remedy shall be as follows: <br /> (i) Consultant shall use commercially reasonable efforts to cure such breach by either the repair or <br /> replacement of the defective Consultant Material without cost to the Customer, provided that Customer had <br /> not altered the System in any way and has maintained the System in accordance with Consultant's <br /> recommendations;further provided that, if Consultant cannot cure such breach within a reasonable time(but <br /> no more than sixty(60) days) after Customer's written notice of such breach, either party may, at its option, <br /> terminate the Agreement effective immediately upon written notice to the other parry. <br /> Concentric Integration,LLC I V10_Revised Decatur <br /> Page 10 of 14 <br />