Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California Arizona and the County of Pima (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("“AAA"”). There will be three (3) arbitrators (the "“Arbitration Tribunal"”), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) calendar days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) calendar days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoPima County, CaliforniaArizona, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's ’s failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under MSA and the rights and obligations of the parties created hereby will be governed by and construed in accordance with the internal laws of the State of California (except that body Texas without regard to its conflict of law controlling conflicts of law) rules and specifically excluding from application to this Agreement MSA that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this AgreementMSA. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this AgreementMSA, other than those related to ownership of Confidential Information, but including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("“AAA"”). There will be three (3) arbitrators (the "“Arbitration Tribunal"”), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement MSA will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoDallas, CaliforniaTexas, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's ’s failure to pay for Services in accordance with this Agreement MSA may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be he governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("“AAA"”). There These will be three (3) arbitrators (the "“Arbitration Tribunal"”), the first of which will be appointed by the claimant claiment in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive positive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's ’s failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This The validity, construction and enforceability of this Standby Purchase Agreement is made under and will all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsCalifornia. The parties will endeavor shall attempt to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute resolve all disputes between the parties arising under out of or relating to this AgreementStandby Purchase Agreement and all related agreements, including collectively or separately (other than disputes with respect to the existenceselection of the Accountant, validitywhich shall be governed by Section 4(b)) amicably through good faith discussions upon the written request of any party. In the event that any such dispute cannot be resolved thereby within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), interpretation, performance, termination or breach thereof, such dispute shall be finally be settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules (and if Customer is a non-U.S. entityProcedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the International Arbitration Rules) appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association arbitrators within fifteen ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (3015) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereaftersoftware industry. The language arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be Englishentitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The Arbitration Tribunal will not have Judgment upon the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any court award and an order of competent jurisdiction. The arbitration will be held in San Franciscoenforcement, California, USAas the case may be. Notwithstanding the foregoing, claims each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive reliefrelief pending a final decision by the arbitrator(s), other pre-judgment remediesprovided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 8, the parties consent to exclusive jurisdiction and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court venue in the United States with jurisdiction over federal Courts located in the subject matter Northern District of California. For the avoidance of doubt, the validity, construction, and partiesenforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by this Section 8, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of or relating to this Agreement are, or are asserted to, in any way relate to or be based on similar facts as disputes arising out of or relating to the Amended Master Alliance Agreement.

Governing Law; Dispute Resolution. This Agreement is made under and will shall be governed by and construed in accordance with the laws of the State of California (except that body Maryland, without giving effect to conflicts of law controlling conflicts principles. In the event of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputesmatter involving a complaint, differencesdisagreement, or claims whatsoever related dispute, we will notify each other by telephone or in writing and seek to resolve the matter promptly in good faith. If you send us such a notice we will acknowledge receipt within two (2) business days and respond to or resolve the substance of the notice within fourteen (14) business days. If you are dissatisfied with our response, you may request a review of the outcome by calling us or sending us physical or electronic mail within fourteen (14) days from the date of our response. In the event we cannot resolve the matter within sixty (60) days, we agree that the matter shall be submitted to binding arbitration in Baltimore County, Maryland or any other mutually agreeable location, subject to the limitation on liability section of this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally Any arbitration between us will be settled under the Federal Arbitration Act and administered by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("“AAA")”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. There will be three (3) arbitrators (The AAA Rules and filing forms are available online at xxx.xxx.xxx, by calling the "Arbitration Tribunal")AAA at 0-000-000-0000, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Unless both of us agree, the first arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USAa representative or class proceeding. Notwithstanding the foregoing, claims either of us may bring an action in Small Claims Court, pursue enforcement actions before federal or state agencies, pursue equitable relief for preliminary injunctive reliefarbitration (including an injunction to proceed with arbitration), other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought or file suit in a state or federal court in the United States connection with jurisdiction over the subject matter and partiesan intellectual property claim.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-party appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, final and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will shall be governed by and construed and enforced in accordance with the laws of the State of California (except that body of law controlling Arizona and the United States, without regard to its conflicts of law) laws rules. No U.S. Government Procurement Regulations are included in this Agreement, nor are binding on either party unless specifically agreed in writing. The United Nations Convention on Contracts for the International Sale of Goods and specifically excluding from application to this Agreement that law known as the United Nations Convention on the Limitation Period in the International Sale of Goods. The parties will endeavor , as amended from time to settle amicably by mutual discussions any disputestime, differences, or claims whatsoever related are excluded from application to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or Any and all disputes relating to this Agreement, including or the existence, validity, interpretation, performance, termination or breach thereof, shall be exclusively referred to and finally be settled resolved by one arbitrator in an arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, administered by the International Arbitration Chamber of Commerce (“ICC”) under the ICC arbitration rules in force when the notice of arbitration is submitted (“ICC Rules) of the American Arbitration Association ("AAA"”). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language location of the arbitration shall be EnglishPhoenix, Arizona, USA, and the arbitration shall be conducted in the English language. The Arbitration Tribunal will not have award of the authority to award punitive damages to either party. Each party arbitrator shall bear its own expensesbe made in writing, but shall be final and binding on the parties will share equally and their successors, shall be the expenses of sole and exclusive remedy between the Arbitration Tribunal Parties regarding any and the AAA. This Agreement will be enforceableall claims and counterclaims, and any arbitration award will shall not be finalsubject to appeal, and judgment thereon may be entered as a final judgment in any court of competent jurisdiction, including without limitation pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York 1958). In any action filed or commenced pursuant to this provision, the parties further waive all objections to personal jurisdiction or venue. The award shall be payable in U.S. dollars, free of any tax and other deduction, and within the timeframe ordered by the arbitrator. By agreeing to arbitrate, both parties waive all right to bring a court action and have a jury trial. The parties agree that service of process may be made by a law firm in the Territory or the United States, as applicable, or by internationally-recognized express delivery services (e.g., FedEx or DHL). The prevailing party in any arbitration or other legal action between the parties relating to this Agreement will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remediesentitled to an award of its reasonable attorneys’ fees and arbitration and court costs, and claims the arbitrator or court shall specifically identify the “prevailing party” for Customer's failure this purpose in the arbitration or other award. The parties shall keep confidential the existence and details of any proceedings under this Section, including the parties’ submissions and evidence, and any awards (their content, reasons and result), except to pay for Services the extent that such documents or information are in the public domain or their disclosure is required by a statutory duty or is reasonably necessary to protect or pursue a legal right or remedy relating to any award or this Agreement. Prior to the appointment of the arbitrator pursuant to this Section, the parties may request provisional and urgent measures to any court having jurisdiction over the parties, or to the ICC Emergency Arbitrator in accordance with the ICC Rules, including requesting an emergency, telephonic hearing. After appointment of the arbitrator, the arbitrator shall have authority to uphold, overturn or modify measures previously granted by the relevant court or by the Emergency Arbitrator. The request of such judicial measures shall not be construed as a waiver of this Agreement may be brought in a state arbitration agreement or federal court in of the United States with jurisdiction over arbitration as the subject matter and sole dispute settlement mechanism between the parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"AAN'). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will shall be governed by by, construed and construed enforced in accordance with with, the laws of the State of California (except that body California, without reference to its choice of law controlling conflicts of law) and specifically excluding from application rules to this Agreement that law known as the contrary. The United Nations Convention on Contracts for the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related and the Uniform Computer Information Transactions Act as enacted shall not apply to this Agreement. Failing such amicable settlementAny dispute, any controversy, claim, or dispute claim between the parties arising under out of or relating to this AgreementAgreement or the breach, including termination, or invalidity of this Agreement (a “Dispute”) shall be resolved by final, binding and confidential arbitration, by a single arbitrator mutually agreed upon by the existenceparties in writing, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Rules of Arbitration Rules (and if Customer is a non-U.S. entity, of the International Arbitration Rules) Chamber of Commerce in force as of the American Arbitration Association date such Dispute is referred for arbitration ("AAA"the “Rules”). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first The location of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be EnglishSanta Clara County, California, unless otherwise mutually agreed upon by the parties in writing. The Arbitration Tribunal Notwithstanding the foregoing, to the extent feasible, the parties agree the arbitration may be conducted by video conference, telephone, or other telecommunication means. To the extent there is any conflict between the provisions set forth in this Section 16 and the Rules or any procedural or other rules issued by the arbitrator, this Section 16 will not have the authority to award punitive damages to either partycontrol. Each party shall bear its own expensesattorney's fees, but costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitration award shall be final and binding upon the parties will share equally the expenses of the Arbitration Tribunal without appeal or review, and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in by any court of competent jurisdiction, and each of the parties irrevocably submits to the jurisdiction of such court for confirmation or recognition or enforcement of any award rendered by the arbitral tribunal in accordance with, inter alia, the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitration will be held in San Franciscoparties agree that no party shall have any right to commence or maintain any suit or legal proceedings (other than for interim or conservatory measures, California, USA. Notwithstanding or as otherwise stated herein) until the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services dispute has been determined in accordance with the arbitration procedure provided in this Agreement may be brought in a state or federal court paragraph and then only for enforcement of the award rendered in the United States arbitration. Notwithstanding anything to the contrary herein, either party may seek injunctive or other appropriate relief in any court with competent jurisdiction over in any country, without first referring such claim to arbitration, in the subject matter and partiesevent of any actual or alleged violation of such party’s intellectual property rights or Confidential Information by the other party.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be be, final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USAUSA or Boston Massachusetts. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will These Terms shall be governed by and construed in accordance with the laws of the State of California (except that body Delaware, USA, excluding its conflict of law controlling conflicts laws principles. The United Nations Convention on Contracts for the International Sale of law) Goods and specifically excluding from application to this Agreement that law known as the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to these Terms. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, Any controversy or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute claim arising under out of or relating to this Agreementsale, including the existence, validity, interpretation, performance, termination any such controversy or breach thereofclaim relating to Product involving any affiliate of a party (a “Dispute”), shall finally first be settled by arbitration submitted to mediation to be held in accordance with Wilmington, Delaware, according to the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) Commercial Mediation Procedures of the American Arbitration Association ("“AAA"”) (see xxx.xxx.xxx). There will Such mediation shall be three attended on behalf of each party for at least one session by a senior business person with authority to resolve the Dispute. Any period of limitations that would otherwise expire between the initiation of a mediation and its conclusion shall be extended until 20 days after the conclusion of the mediation. Any Dispute that cannot be resolved by mediation within 45 days of notice by one party to the other of the existence of a Dispute (3unless the parties agree to extend that period) arbitrators shall be resolved by binding, non-appealable arbitration before a single arbitrator appointed in accordance with the Commercial Arbitration Rules of the AAA (“AAA Rules”; see xxx.xxx.xxx and the "Federal Arbitration Tribunal"Act, 9 U.S.C. §1 et seq.. The arbitration shall be conducted in Wilmington, Delaware. The arbitrator shall decide the Dispute in accordance with the substantive law of Delaware. The arbitrator may not award special, indirect, incidental, punitive or consequential damages (including, but not limited to loss of profits or loss of opportunity), nor may the first arbitrator apply any multiplier to any award of which will actual damages, except as may be appointed required by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days statute. The award of the appointment of the first arbitrator and the third of which will shall be jointly appointed by the party-appointed arbitrators issued within thirty (30) 30 days thereafter. The language after completion of the arbitration hearing, and such hearing shall, unless otherwise agreed to by both parties, be completed within 30 days after commencement. All discovery disputes shall be Englishheard by the arbitrator, who may limit discovery in order to permit a timely commencement of the hearing. The Arbitration Tribunal will not have the authority to arbitrator’s award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAAAAA "). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USAUSA if Customer is the party initiating the arbitration, and in Boston, Massachusetts, USA if C&W is the party initiating the arbitration. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that the body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) , of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California Texas (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, . the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoDallas, CaliforniaTexas, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, California USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.for

Governing Law; Dispute Resolution. This The validity, construction and --------------------------------- enforceability of this Agreement is made under and will the Amended Agreements (except the Amended Master Alliance Agreement only to the extent that an action completely arises solely between Nihon Ariba K.K. and Softbank Commerce Corporation and solely out of the Amended Master Alliance Agreement), collectively or separately, shall be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsCalifornia. The parties will endeavor Parties shall attempt to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute resolve all disputes between the Parties arising under out of or relating to this AgreementAgreement and the Amended Agreements amicably through good faith discussions upon the written request of any Party. In the event that any such dispute cannot be resolved thereby within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), including the existence, validity, interpretation, performance, termination or breach thereof, such dispute shall be finally be settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules (and if Customer is a non-U.S. entityProcedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the International Arbitration Rules) appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association arbitrators within fifteen ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (3015) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereaftersoftware industry. The language arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing Party in the arbitration shall be Englishentitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. The Arbitration Tribunal will not have Judgment upon the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any court award and an order of competent jurisdiction. The arbitration will be held in San Franciscoenforcement, California, USAas the case may be. Notwithstanding the foregoing, claims each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive reliefrelief pending a final decision by the arbitrator(s), other pre-judgment remediesprovided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 4, the Parties consent to exclusive jurisdiction and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court venue in the United States with jurisdiction over federal Courts located in the subject matter Northern District of California. For the avoidance of doubt, the validity, construction, and partiesenforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by this Section 4, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of or relating to this Agreement are, or are asserted to, in any way relate to or be based on similar facts as disputes arising out of or relating to the Amended Master Alliance Agreement.

Governing Law; Dispute Resolution. This The validity, construction and enforceability of this Standby Purchase Agreement is made under and will all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsCalifornia. The parties will endeavor shall attempt to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute resolve all disputes between the parties arising under out of or relating to this AgreementStandby Purchase Agreement and all related agreements, including collectively or separately (other than disputes with respect to the existenceselection of the Accountant, validitywhich shall be governed by Section 4(b)) amicably through good faith discussions upon the written request of any party. In the event that any such dispute cannot be resolved thereby within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), interpretation, performance, termination or breach thereof, such dispute shall be finally be settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules (and if Customer is a non-U.S. entityProcedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the International Arbitration Rules) appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association arbitrators within fifteen ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (3015) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereaftersoftware industry. The language arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be Englishentitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. The Arbitration Tribunal will not have Judgment upon the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any court award and an order of competent jurisdiction. The arbitration will be held in San Franciscoenforcement, California, USAas the case may be. Notwithstanding the foregoing, claims each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive reliefrelief pending a final decision by the arbitrator(s), other pre-judgment remediesprovided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 8, the parties consent to exclusive jurisdiction and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court venue in the United States with jurisdiction over federal Courts located in the subject matter Northern District of California. For the avoidance of doubt, the validity, construction, and partiesenforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by this Section 8, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of or relating to this Agreement are, or are asserted to, in any way relate to or be based on similar facts as disputes arising out of or relating to the Amended Master Alliance Agreement.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services Service(s) in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.