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<br />9.7 Notices. All notices and other communications required or permitted under this
<br />Agreement must be in writing and must be hand delivered or sent by registered first-class mail,
<br />postage prepaid or by overnight courier service. Such notices or other communications shall be
<br />effective upon receipt if hand delivered, and ten (10) business days after mailing (or, for overnight
<br />courier, the number indicated in the mailing instructions) if sent, in the case of the Client, to the
<br />address set f0l1h below and, in the case of Granicus, Inc., to its principal executive offices to the
<br />attention of the Chief Executive Officer, or at such other address for a par1y as may be specified by
<br />like notice.
<br />
<br />9.8 Mediation and Arbitration. It is the intention of the parties that whenever possible,
<br />if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by
<br />arbitration in accordance with the procedures, rules and regulations of the American Arbitration
<br />Association. The decision rendered by the Arbitrator shall be final and binding upon the parties
<br />and judgment upon the award rendered by the arbitrator may be entered in any court having
<br />jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and
<br />attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party
<br />prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and
<br />their respective attorneys' fees as may be determined by the court on confirmation.
<br />
<br />9.9 Indemnitication. Granicus agrees to indemnify, defend and hold harmless the City,
<br />its officials, employees and agents from and against any and all judgments, suits, costs, and
<br />expenses resulting from any alleged infringement of any patent or copyright arising from the
<br />I icensing of the software pursuant to th is Agreement.
<br />
<br />10. DEFINITIONS.
<br />
<br />In addition to the capitalized terms otherwise detined herein, the following additional
<br />capitalized terms shall have the meanings set forth below, unless the context clearly otherwise
<br />req UI res:
<br />
<br />10.1 "Confidential Information" shall mean all business, technical and other
<br />information (including without limitation, all product, services, financial, marketing, engineering,
<br />research and development information, product specifications, technical data, data sheets,
<br />programs, software, inventions, processes, know-how, chip designs, mask works, designs,
<br />drawings and any other documentation), disclosed from time to time by the disclosing pal1y to the
<br />receiving party, directly or indirectly in any manner whatsoever (including without limitation, in
<br />writing, orally, electronically, in all types of disks, diskettes, computer memory or storage or other
<br />media, or by drawings or inspection of physical items, and whether or not modified or merged into
<br />other materials); provided, however, that the term "Confidential Information" shall not inclucle the
<br />Content that is intended to be published on the Website.
<br />
<br />10.2 "Content" shall mean any and all. documents, graphics, video, audio, images,
<br />sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of,
<br />the Client to Granicus, Inc.
<br />
<br />10J "Granicus Solution" shall mean the product specified 111 Client's proposal
<br />henceforth identified as Proposal hereto.
<br />
<br />I 0.4 "Equipment" shall mean the hardware components of the Granicus Solution.
<br />
<br />10.5 "Purchase Date" shall mean the date on which Granicus purchases Equipment
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