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Professional Services Master Agreement Kittitas County Agreement is an essential basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations. No action arising out of this Agreement, regardless of the form thereof, may be brought by either party more than one (1) year following the date the cause of action arose, provided, however, that Tieton Group may bring an action for non- payment of amounts required to be paid by Client hereunder at any time. 11. Indemnification I Hold Harmless Tieton Group shall defend, indemnify and hold the Client, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Tieton Group in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Client. Moreover, Tieton Group will defend and indemnify the Client from any claimed action, cause or demand brought against the Client to the extent such action is based on the claim that information supplied by Tieton Group infringes any patent or copyright. Tieton Group will pay those costs and damages attributable to any such claims that are finally awarded against the Client in any action. 12. Notices All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified facsimile transmission) or mailed in the Continental United States by first class mail, postage prepaid, to a party at the following address, or to such other address as such party may hereafter specify by notice: If to Tieton Group Tieton Group LLC 603 Ferncrest Drive Yakima, WA 98901 Attn: Gene F Pugnetti 13. Miscellaneous If to Client Kittitas County 205 W 5th Avenue Ellensburg, WA 98926 Attn: Lisa Young This Agreement will be governed by the laws of the State of Washington, without reference to the principles of conflicts of law. Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party. Either party, however, without any requirement for prior consent by the other, may assign this Agreement and its rights hereunder to any party or entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if the succeeding party or entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement. This Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective Page 7 of 12