SOFTWARE AS A SERVICE AGREEMENT PLEASE READ THIS AGREEMENT BEFORE USING ARDENNA’S SERVICES. BY ACCESSING OR USING ARDENNA’S RAIL-INSPECTORTM SOFTWARE OR SERVICES OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR ARDENNA’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT. This Software as a Service Agreement (“Agreement”) is entered into between Customer and Bihrle Applied Research Inc. d/b/a Ardenna, a Virginia corporation (“Ardenna”), with its principal place of business at 81 Research Drive, Hampton, VA 23666. Ardenna and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder. 1. DEFINITIONS “Customer Content” means all data and materials provided by Customer to Ardenna for use in connection with the SaaS Services, including, without limitation, customer GIS information, imagery and associated metadata, LiDAR, data files, and graphics. Customer Content also includes the results created when using the SaaS Services. “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Ardenna to Customer regarding the use or operation of the SaaS Services. “SaaS Services” refer to the specific Ardenna internet-accessible service identified in a Purchase Order that provides use of Ardenna’s Rail-InspectorTM Software that is hosted by Ardenna’s services provider and made available to Customer over a network on a term-use basis. “Subscription Order" is a written document attached to this SaaS Agreement under Exhibit A or executed separately by Ardenna and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS Agreement. “Subscription Term” shall mean that period specified in a Purchase Order during which Customer will have on-line access and use of the Rail-InspectorTM Software through Ardenna’s SaaS Services. The Subscription Term shall renew for successive 12-month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term. “Technology” shall mean all of proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Ardenna in providing the SaaS Services. 2. SAAS SERVICES 2.1 During the Subscription Term, (a) Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement and (b) Ardenna will use commercially reasonable efforts to provide Customer the SaaS Services in accordance with the Purchase Order. 2.2 Customer acknowledges that this Agreement is a services agreement and Ardenna will not be delivering copies of the Rail-InspectorTM Software to Customer as part of the SaaS Services. 3. RESTRICTIONS Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services, (ii) make the SaaS Services available to any person other than authorized Customer users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or access to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Rail-InspectorTM Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Ardenna shall own all right, title and interest in and to the SaaS Software, Technology, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Ardenna. 4. CUSTOMER RESPONSIBILITIES 4.1 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content used or stored by the SaaS Services, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. 4.2 Customer Results. The SaaS Services are a tool for Customer to use, but interpretation and use of data and results remains the sole responsibility of Customer. 4.3 Assistance. Customer shall provide commercially reasonable information and assistance to Ardenna to enable Ardenna to deliver the SaaS Services. Upon request from Ardenna, Customer shall promptly deliver Customer Content to Ardenna in an electronic file format specified and accessible by Ardenna. Customer acknowledges that Ardenna’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. 4.4 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Ardenna exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. 4.5 Unauthorized Use; False Information. Customer shall: (a) notify Ardenna immediately of any any other known or suspected breach of security, (b) report to Ardenna immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and (c) not provide false information to gain access to or use the SaaS Services. 4.6 User Access. Customer shall be solely responsible for the acts and omissions of its users. Ardenna shall not be liable for any loss of data or functionality caused directly or indirectly by Customer users. 4.7 Customer Content License. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to Ardenna a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to Customer Content for the purposes of (a) coping, storing, configuring, performing, displaying and transmitting solely as necessary to provide the SaaS Services to Customer, (b) monitoring, improving or creating new SaaS Services, and (c) using, reproducing and disclosing SaaS Service-related information, data and material that is anonymized, de-identified or otherwise rendered not reasonably associated or linked to Customer. 4.8 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. In the event this Agreement is terminated (other than by reason of Customer breach), Customer’s right to access or use Customer Content immediately ceases, and Ardenna shall have no obligation to maintain or forward any Customer Content. 5. INTELELCTUAL PROPERTY OWNERSHIP Ardenna alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights in and to the SaaS Services, in and to the Ardenna Technology and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the SaaS Services. This agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Rail-InspectorTM Software, SaaS Services, Ardenna’s Technology or the intellectual property rights owned by Ardenna. The Ardenna name, the Ardenna logo, and the product names associated with the SaaS Service are trademarks of Ardenna or third parties, and no right or license is granted to use them. 6. ORDERS AND PAYMENT 6.1 Orders. Customer shall order SaaS Services pursuant to the Subscription Order. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Subscription Order. In the event of a conflict between the terms of a Subscription Order and this SaaS Agreement, the terms of the Subscription Order shall take precedence. 6.2 Invoicing and Payment. Unless otherwise provided in the Schedule, Ardenna shall invoice Customer in advance for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to Ardenna in United States Dollars. 6.3 Expenses. Customer will reimburse Ardenna for its reasonable, out-of-pocket travel and related expenses incurred in delivering SaaS Services. Ardenna shall notify Customer prior to incurring any such expense. Ardenna shall comply with Customer’s travel and expense policy if made available to Ardenna prior to the required travel. 6.4 Taxes. Ardenna shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Ardenna’s net income, capital or corporate franchise. 7. TERM AND TERMINATION 7.1 Term of SaaS Agreement. The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until the Subscription Term’s expiration listed in the Subscription Order. Any renewal of the Subscription Term shall be addressed in a new Subscription Order. 7.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach. 7.3 Suspension for Non-Payment. Ardenna reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Ardenna under this SaaS Agreement, but only after Ardenna notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Ardenna shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment. 7.4 Suspension for Ongoing Harm. Ardenna reserves the right to suspend delivery of the SaaS Services if Ardenna reasonably concludes that Customer’s use of the SaaS Services is causing immediate and ongoing harm to Ardenna or others. In the extraordinary case that Ardenna must suspend delivery of the SaaS Services, Ardenna shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Ardenna shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 7.4. Nothing in this Section 7.4 will limit Ardenna’s rights under Section 7.5 below. 7.5 Effect of Termination. (a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, Ardenna shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate. (b) If Ardenna terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to Ardenna all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by Ardenna, then Ardenna shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date. (c) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties. 8. WARRANTIES 8.1 Warranty. Ardenna represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 7, Term and Termination. 8.2 ARDENNA WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. ARDENNA DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ARDENNA WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT ARDENNA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY ARDENNA (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER ARDENNA NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL ARDENNA OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS. 9. LIMITATIONS OF LIABILITY NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF ARDENNA) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”. 10. INDEMNIFICATION 10.1 Indemnification by Ardenna. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Ardenna’s negligence or willful misconduct has caused bodily injury or death, Ardenna shall defend Customer and its directors, officers and employees against the claim at Ardenna’s expense and Ardenna shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Ardenna, to the extent arising from the claim. Ardenna shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by Ardenna, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. Ardenna may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date. 10.2 Indemnification by Customer. If a third party makes a claim against Ardenna that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Ardenna and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim. 10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim. 11. CONFIDENTIALITY 11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. Ardenna software and Documentation are deemed Confidential Information of Ardenna. 11.2 Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. 11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors. 12. GENERAL PROVISIONS 12.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Ardenna’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties. 12.2 Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement. 12.3 Notices. Except as otherwise permitted in this SaaS Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as identified in the Schedule (or to such other address or such other person that such party may designate from time to time). Notices under this SaaS Agreement shall be in writing and shall be deemed to have been given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. 12.4 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures. 12.5 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach. 12.6 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force. 12.7 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms. 12.8 Survival. Sections 3, 4, and 7 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason. 12.9 Publicity. Ardenna may identify Customer as a customer and use Customer’s logo and trademark in Ardenna’s promotional materials. Customer may request that Ardenna stop doing so by submitting an email to marketing@ardenna.com at any time. Customer acknowledges that it may take Ardenna up to 30 days to process such request. Notwithstanding anything herein to the contrary, Customer acknowledges that Ardenna may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence. 12.10 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws. 12.11 No Third Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity. 12.12 Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. 12.13 Statistical Information. Ardenna may anonymously compile statistical information related to the performance of the Services for purposes of improving or marketing the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name. 12.14 Governing Law. This SaaS Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the city of Hampton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. 12.15 Compliance with Laws. Ardenna shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical data. 12.16 Dispute Resolution. Customer’s satisfaction is an important objective to Ardenna in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it. 12.17 Signatures. This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth below. BIHRLE APPLIED RESEARCH INC. CSX TECHNOLOGY, INC. (d/b/a Ardenna) By: ____________________________ By: _____________________________ Name: __________________________ Name: __________________________ Title: ___________________________ Title: ____________________________ Date: ___________________________ Date: ___________________________ *** End of Page ***