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submission of the invoice. Amounts not paid by either Party to the other when due hereunder shall bear interest, from the date payment was due to and including the date of payment at the Delayed Payment Rate. ARTICLE 16 - DISPUTES 16.1 No Set -Off. Anything to the contrary notwithstanding, all payments under this Master Agreement shall be made without set-off or deduction. Any payment not made by the date required by the Master Agreement shall bear interest from the date on which such payment was due and payable through and including the date such payment is actually received at the Delayed Payment Rate. If, as a result of a Dispute settled in favor of Customer, a refund is owed to Customer, then the amount of the overpayment shall bear interest from the date on which such payment was received by the Company through and including the date that the overpayment is refunded by the Company at an annual rate equal to the Delayed Payment Rate. 16.2 Pendency of Dispute. The existence of any Dispute, controversy or claim under this Master Agreement, or the pendency of the Dispute settlement or resolution procedures set forth in this Master Agreement, shall not in and of themselves relieve or excuse either Party from its ongoing duties and obligations hereunder or thereunder. 16.3 Alternative Dispute Resolution Process. Upon the written request of either Party, the Parties will meet for the purpose of resolving such Dispute. The Parties agree to discuss the problem and negotiate in good faith to attempt to resolve the Dispute. No formal proceedings may be commenced until either Party concludes in good faith that resolution of the Dispute through continued informal negotiations does not appear likely. Disputes that cannot be settled to in a manner described via informal discussions may be settled, but shall not be obligated to, mutually agree to non-binding mediation. Mediation must occur within twenty (20) business days after the Parties agree to submit the dispute to mediation, and the duration of the mediation shall be limited to one (1) business day. The Parties shall mutually select an independent mediator experienced in commercial information system contract disputes, and each Party shall designate a representative(s) to meet with the mediator in good faith in an effort to resolve the Dispute. The specific format of the mediation shall be left to the discretion of the mediator and the designated Party representatives. ARTICLE 17 - ASSIGNMENT 17.1 Master Agreement Binding. This Master Agreement and each Customer -authorized Feasibility Study and implementation of a Feasibility Report pursuant to a Customer -authorized Implementation Services Authorization Form entered into by the Parties shall be binding upon, and shall inure to the benefit of, the Parties and their successors and permitted assigns. 17.2 Permitted Assignment. (a) The Customer may not assign this Master Agreement without the prior written consent of the Company. No such assignment by the Customer or consent by the Company to the Customer's assignment shall release the Customer of any of its obligations under this Master Agreement or any associated supplements or Schedules. (b) The Company may, without notice to the Customer, assign this Master Agreement, any supplements, or Schedules, and any of the Company's rights hereunder or thereunder (i) in the event of a merger, acquisition or divestiture, the Company may assign to an entity or individual acquiring greater than fifty percent (50%) of the assets or voting securities of the Company and provided such assignee assumes the Company's obligations under this Master Agreement and the Company provides the Customer of such assignment and assumption, or (ii) to a third party financing institution upon notice to the Customer. Notwithstanding such assignment, the Company shall remain liable and responsible to the Customer for all of the Company's obligations and other performance requirements set forth in this Master Agreement and all exhibits, appendices, Schedules, supplements, and attachments hereto. No assignee shall be responsible for any obligations of the Company unless and until the Customer receives express written notice from such assignee which expressly states that such assignee has assumed the obligations of the Company, and assumption of any of the Company's obligations shall not bind any other assignee unless such assignee also expressly assumes such obligations in a written notice issued to the Customer. Any assignee shall have the right (but not the obligation) to cure any default or breach by the Company of its obligations to the Customer in accordance with the terms of this Master Agreement. No curing of any defaults or breaches by any assignee shall be construed as an assumption by any assignee of any of the obligations, Page 17 of 20 Rev 08/15/08