Common use of Mediation and Arbitration Clause in Contracts

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, shall first be submitted to non-binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”). If any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcement.

Mediation and Arbitration. Any controversyIf any dispute, dispute controversy or claim arising out of arises in connection with the performance or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope breach of this Agreement between the parties, a party hereto may, upon written notice to arbitratethe other parties, request facilitated negotiations. Such negotiations shall first be submitted assisted by a neutral facilitator acceptable to non-binding mediation all parties and shall thereafter require the best efforts of the parties to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute. A party may disclose any facts to the other parties or to the facilitator which such party believes, in good faith, to be determined necessary to resolve the dispute. All such disclosures shall be deemed in furtherance of settlement efforts and thus confidential. Except as agreed to by final binding arbitration, and not litigationall parties, the agreed venue for mediation and arbitration being in Houston, Texasfacilitator shall keep confidential all information disclosed during the negotiations. The mediation process facilitator shall not act as a witness for either party in any subsequent arbitration between the parties. Such facilitated negotiations shall conclude within sixty days from receipt of the written notice, unless extended by mutual consent of the parties. The costs incurred by each party in such negotiations shall be administered borne by a mutually acceptable mediator selected it. Any fees or expenses of the facilitator shall be borne equally by all parties. If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement which cannot be resolved by facilitated negotiations, then such dispute, controversy or claim shall be settled by arbitration in accordance with the laws of the State of New York and the then current Commercial Mediation Arbitration Rules of the American Arbitration Association (“AAA”). If any dispute remains unresolved between the parties after the mediation process has been completedAssociation, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to except that no pre-hearing discovery will be governed permitted unless specifically authorized by the Federal Arbitration Act, 9 U.S.C. Section 1-16arbitration panel. The Arbitration Tribunal confidentiality provisions applicable to facilitated negotiations shall also apply to arbitration. The award issued by the arbitration panel may be formed confirmed in a judgment by any federal or state court of three competent jurisdiction. All reasonable costs of both parties, as determined by the arbitration panel, including (3i) arbitrators each the fees and expenses of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require Association and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses (ii) the costs, including reasonable attorneys' fees, incurred to confirm the award in conducting the arbitration (but excluding the parties’ respective attorneycourt, witness and related costs and expenses) shall be borne entirely by the non-prevailing party against whom (to be designated by the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted panel in the English language. The arbitration award shall award) and may not be final and binding upon allocated between the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon by the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcementarbitration panel.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating that may arise between the Company and Executive in reference to this Agreement or any Related Agreement, or the performanceinterpretation, enforcement, breach, termination application or validity construction thereof, including and any matter, without limitation, arising out of Executive’s employment with the determination of the scope of this Agreement to arbitrateCompany, shall first be submitted to non-binding mediation using a mediator or mediators and procedures that are mutually acceptable to Executive and the Company. If mediation is not successful, the dispute shall thereafter be determined settled exclusively by final binding arbitration, and not litigationconducted before three arbitrators in Fort Xxxxx-Xxxxx County, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected Indiana in accordance with the Commercial Mediation National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”)then in effect. If any dispute remains unresolved between the parties after the mediation process has been completed, either party Judgment may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if entered on the arbitration panel is appointed pursuant to a petition filed award in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction; provided, however, that the Company or applications Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 4 and 5 of this Agreement, and Executive and the Company hereby consent that such restraining order or injunction may be made granted without requiring the other party to such court for post a bond. Only individuals who are on the AAA register of arbitrators may be selected as an order arbitrator. Within twenty (20) days of enforcementthe conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrators shall be valid, binding, final and non-appealable; provided, however, that the Company and Executive agree that the arbitrator shall not be empowered to award punitive damages against any party. The arbitrator or mediator, as the case may be, shall require the non-prevailing party to pay the arbitrator’s or mediator’s full fees and expenses or, if in the arbitrator’s or mediator’s opinion there is no prevailing party, the arbitrator’s or mediator’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 14, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties to the extent determined to be appropriate by the arbitrator or the mediator, acting in its sole discretion.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination Except for breaches of the scope Executive's obligations under Section 9(c)(i)(A) or Section 9(c)(i)(B) for which the Company may seek injunctive and monetary relief in a court of law of competent jurisdiction, any dispute which may arise between the parties hereto as to the construction, interpretation or effect of this Agreement to arbitratewhich is not resolved by mutual agreement between the parties, shall first be submitted to non-binding nonbinding mediation on terms and shall thereafter conditions to be determined mutually agreed upon by final binding arbitration, and the parties. In the event that a dispute is not litigationresolved by nonbinding mediation, the agreed venue for mediation and disputing party may give the other party notice of such party's intention to cause the same to be submitted to arbitration. After fifteen (15) days have elapsed from the giving of such notice, but not before such time, the party who gave such notice may cause any such dispute which then remains unresolved to be submitted to arbitration being in Houstonby submitting the same to the New York, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules New York office of the American Arbitration Association (“the "AAA”). If ") (or any dispute remains unresolved between the parties after the mediation process has been completedsuccessor thereto, either party may but if no organization is then submit any such unresolved dispute to final and binding arbitration pursuant performing a function reasonably similar to the Commercial Arbitration AAA, then to a court of competent jurisdiction in accordance with the rules of AAA, such court) with all matters related to the enforceability of this a request for arbitration agreement and any award rendered pursuant to this agreement to be governed conducted in accordance with the rules thereof by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) arbitrator to be appointed jointly selected by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the prevailing party's expenses, including without limitation attorneys' fees, in connection with such arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom losing party; provided, however, that if liability is allocated by the arbitral award is made and arbitrator between the parties, the expenses of such arbitration, including without limitation the parties' attorneys' fees, shall be a (the) component borne by the parties in proportion to their respective percentages or proportions of liability assessed by the arbitrator. The decision of the arbitral award. The arbitrator as to all matters properly submitted to such arbitrator and as to the apportionment of expenses of arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final conclusive and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not judgment upon any award may be an expense entered in determining House Profit. Judgment upon the award rendered maybe entered into any court having of competent jurisdiction, or applications may be made to such court for an order of enforcement.

Mediation and Arbitration. Any controversyIf requested by the Company or the Executive, dispute any unresolved controversy or claim arising out of from or relating related to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination breach hereof shall be resolved by use of the scope of this Agreement to arbitrate, shall first be submitted to non-binding mediation and shall thereafter be determined by final binding arbitrationinitially, and not litigationif that fails to resolve the matter, the agreed venue for mediation and arbitration being by arbitration. Mediation shall be in Houston, Texas. The , before one mediator qualified in mediation process shall be administered of employment matters agreed upon by the parties, or if no agreement on a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of is reached, before a mediator chosen according to the American Arbitration Association (“AAA”)) National Rules for the Resolution of Employment Disputes, specifically the Employment Mediation Rules. There shall be only one mediator. The parties will use best efforts to obtain a mediator and complete the mediation within 30 days from the date of request for mediation. If any dispute remains unresolved between the parties after the mediation process has not been completedcompleted within 45 days from the date of request for mediation, either any party may then submit any such unresolved dispute may, by notice to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the other parties and the desirability of making discovery expeditious AAA, forego mediation and cost-effective. The move directly to arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA National Rules and for the Federal Arbitration Act (or the applicable state Resolution of Employment Disputes; provided, however, that such arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing partybefore three arbitrators, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Floridanot one, and shall be conducted in Houston, Texas. Also, by written agreement signed by the English language. The arbitration award shall be final Company and binding upon the Executive, the parties hereto may agree to forego mediation, may make any agreement regarding scheduling of the mediation or the arbitration process, discovery or hearing, which agreement shall be binding on the mediator or arbitrator, despite any AAA rule to the contrary. In any arbitration, if the Executive is the prevailing party, the Company shall pay all reasonable attorney’s fees of the Executive, as well as the expenses and subject administrative fees related to no appealthe arbitration. Arbitration If the Company is the prevailing party at the arbitration, each party shall pay its own attorney’s fees and expenses and its share of the administrative fees and expenses related to the arbitration. Notwithstanding the foregoing provisions of this Section 18, (a) the parties are not required to arbitrate any issue for which injunctive relief is sought by any party hereto, (b) all parties may seek injunctive relief in any federal or state court having jurisdiction located in Xxxxxx County, Texas, and (c) claims of worker’s compensation and unemployment compensation shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made subject to such court for an order of enforcementarbitration under this Agreement.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, shall first be submitted to non-non- binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”). If any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcement.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, shall first be submitted to non-binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association (“"AAA”"). If any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ ' experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ ' fees and expenses associated with the arbitration proceeding to the “"prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ ' respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcement.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or Disputes between the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, Licensee and ACMSS not resolved by direct discussion shall first be submitted to non-binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with pursuant to the Commercial Mediation Arbitration Rules of the American Arbitration Association (“AAA”). The Parties shall select the mediator within fifteen (15) days of the request for mediation. Engaging in mediation is a condition precedent to any form of binding dispute resolution. If any dispute remains unresolved between neither direct discussions nor mediation successfully resolves the parties after dispute, and if the mediation process has been completedParties do not mutually agree otherwise in writing, either party may then the Parties shall submit any such unresolved dispute the matter to final and binding arbitration pursuant to be conducted before one arbitrator. All claims, disputes and matters in question arising out of, or relating to, this Agreement shall be decided by arbitration in accordance with the Commercial Arbitration rules Rules of AAA, with all matters related to the enforceability of this arbitration agreement AAA then in effect. All claims and any award rendered pursuant to this proceedings shall remain confidential. This agreement to arbitrate shall be governed by specifically enforceable under the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal An award entered in an arbitration proceeding shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operationfinal, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as judgment may be granted by entered upon it in accordance with applicable law in any court in the state where the Hotel is locatedhaving jurisdiction. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether costs of any binding dispute resolution procedures and to what extent any party is a prevailing party and shall award reasonable attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom non-prevailing Party, as determined by the arbitral award is made arbitrator, up to an amount that shall not exceed $10,000, and the Parties shall share equally the full amount of the arbitrators’ and AAA’s administrative fees of arbitration. All mediation, arbitration and litigation proceedings shall be held in . Neither Party may commence arbitration if the claim or cause of action would be barred by the applicable statute of limitations had the claim or cause of action been filed in a (the) component of the arbitral awardstate or federal court. The An award entered in an arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award proceeding pursuant to this Agreement shall be final and binding upon the parties hereto Parties, and subject to no appeal. Arbitration expenses shall not judgment may be entered upon an expense award in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction. LICENSEE AND/OR ENTITIES HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, or applications may be made to such court for an order of enforcementLITIGATION, OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

Mediation and Arbitration. Any dispute, controversy, dispute or claim arising out of or relating to this Agreement Agreement, or the performance, enforcement, breach, termination or validity breach thereof, including the determination of the scope of this Agreement to arbitrate, shall first be submitted to for non-binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by before a mutually acceptable mediator selected in accordance with agreed upon mediator, pursuant to the Commercial Mediation Rules rules of mediation provided by the American Arbitration Association (“AAA”). Unless otherwise agreed by the parties, such mediation shall take place no later than thirty (30) days following a party’s request to mediate and occur in Denver County, Colorado. If such dispute, controversy, or claim cannot be resolved by mediation, then it shall be resolved solely and exclusively by binding, confidential arbitration (provided, however, that any dispute remains unresolved between the parties after the mediation process has been completed, either party claims that by law may then submit any such unresolved dispute not be submitted to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of are not covered by this arbitration agreement and any award rendered pursuant to this agreement to provision) before a single arbitrator in accordance with the AAA rules in effect at the time of the arbitration, except that the single arbitrator shall be governed selected by alternatively striking from a list of five arbitrators supplied by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration AssociationAAA. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel provided for herein shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereofof any civil action, the and any decision resulting from such arbitration panel shall have the power to grant all equitable relief (both by way of interim relief be final and as a part of its final award) as may be granted binding, and enforceable by any competent court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral awardlaw. The arbitration shall take place in OrlandoDenver County, FloridaColorado, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment judgment upon the award rendered maybe by the arbitrator shall be entered into in any court having jurisdictionlocated in the state where arbitration occurred. All fees and expenses of the arbitration, including a transcript if either party requests one and all costs for the services of the mediator and arbitrator, shall initially be borne equally by the parties (subject to any award of attorneys’ fees, costs, and expenses). The prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses incurred as a result of the arbitration. The parties hereby agree that this provision was bargained for as a mutually beneficial, cost-effective alternative dispute resolution. The parties further agree that any dispute regarding the enforceability of this arbitration provision shall be governed by the Federal Arbitration Act (“FAA”). Notwithstanding the mandatory mediation and arbitration procedures set forth in this Section, Xxxxxxxxx or applications Modivcare may seek relief from a court of competent jurisdiction in aid of arbitration or pending final adjudication of a claim in arbitration where the arbitration award may be made rendered ineffectual without such relief. Notwithstanding the mandatory mediation procedure set forth in this Section, Xxxxxxxxx or Modivcare may seek emergency measures of protection to such court seek enforcement of the provisions set forth in Section 5 above pursuant to the AAA Optional Rules for Emergency Measures of Protection to appoint an order emergency arbitrator to set a schedule to resolve requests for emergency relief and/or to restrain the breaching party from further breaches, in addition to any other remedies determined by the AAA emergency arbitrator granting an injunction. An arbitration seeking an emergency measure of enforcementprotection pursuant to this Section will otherwise be governed by the arbitration provisions set forth above in this Section.

Mediation and Arbitration. Any controversyIn the event a dispute should arise under this Agreement, as a condition precedent to arbitration, the dispute shall be submitted first to mediation. If a party fails or claim arising out refuses to participate in mediation, or if the parties fail to resolve their dispute through mediation, then the parties shall seek arbitration in the following manner: Arbitration shall be commenced by one party submitting to the other party a statement of issue(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination counterstatement of the scope issue(s) to be arbitrated and shall designate the responding party's arbitrator, all within fourteen (14) days after receipt of this Agreement the initial notice. If the responding party fails to arbitratedesignate an arbitrator, an arbitrator shall first be appointed by the Washington Arbitration & Mediation Service. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator. The arbitrators shall, as promptly as the circumstances will allow and within a time established by a majority vote of the arbitrators, conduct a hearing on the issues(s) submitted to non-binding mediation them and shall thereafter render their decision in writing. Any decisions as to procedure and substance made by a majority of the arbitration panel shall be determined final and binding. A decision by final binding arbitration, and not litigation, a majority of the agreed venue for mediation and arbitrators on any issue submitted shall be the decision of the arbitration being in Houston, Texaspanel as to that issue. The mediation process shall be administered by a mutually acceptable mediator selected arbitrators have authority to award attorney fees and costs to either party in accordance with the Commercial Mediation Rules merits and good faith of the American Arbitration Association (“AAA”). If any dispute remains unresolved between positions asserted by the parties after and the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability terms of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16Agreement. The Arbitration Tribunal shall be formed In lieu of appointing three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstancesmanner set forth above, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to may, by agreement, designate a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profitsingle arbitrator. Judgment upon the award rendered maybe by arbitration may be entered into in any court having of competent jurisdiction. Each party shall pay the cost of the arbitrator it appointed and one-half of the costs of the third arbitrator. Except as provided herein, or applications may the arbitration proceedings shall be made conducted in accordance with the rules of the American Arbitration Association and the statutes of the State of Washington pertaining to such court for an order of enforcementbinding arbitration (if any).

Mediation and Arbitration. Any controversyThe parties agree that any dispute, dispute controversy or claim (except as to any issue relating to intellectual property owned in whole or in part by IDEC or SCHERING) arising out of or relating to this Agreement the Collaboration Agreement, or the performance, enforcement, breach, termination termination, or validity invalidity thereof, including the determination of the scope of this Agreement to arbitrateshall be resolved through negotiation, shall first be submitted to non-binding mediation and shall thereafter be determined by final and/or binding arbitration. If a dispute arises between the parties, and if said dispute cannot litigationbe resolved pursuant to Section 16.1, the agreed venue for Parties agree to first try in good faith to resolve such dispute by mediation and arbitration being administered by the American Arbitration Association in Houston, Texasaccordance with its Commercial Mediation Rules. The If efforts at mediation process are unsuccessful within *_____* any unresolved controversy or claim between the parties shall be administered resolved by a mutually acceptable mediator selected binding arbitration in accordance with the Commercial Mediation Arbitration Rules of the American Arbitration Association (“AAA”)Association, except as modified herein. If any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final IDEC and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal SCHERING shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, select one (1) to be appointed by each party arbitrator and the two arbitrators so selected shall choose a third (3rd) arbitrator to be appointed by resolve the American Arbitration Associationdispute. The arbitration panel decision shall be rendered within six months of conclusion of mediation and shall be binding and not be appealable to any court in any jurisdiction. The prevailing Party may require and facilitate enter such discovery as it decision in any court having competent jurisdiction. The mediation or arbitration proceeding shall determine is appropriate in be conducted at the circumstances, taking into account the needs location of the parties Party not originally requesting the resolution of the dispute and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable interlocutory relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary reliefarbitrator. The parties agree that they shall share equally the cost of the mediation/arbitration panel shall determine whether filing and to what extent any party is a prevailing party hearing fees, and shall award attorneys’ the cost of the mediator/arbitrator. Each Party must bear its own attorney's fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made . ---------- *_____* Indicates that material has been omitted and shall be a (the) component confidential treatment has been requested therefor. All such omitted material has been filed separately with Secretary of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted Commission in the English language. The arbitration award shall be final and binding upon Company's Application Requesting Confidential Treatment pursuant to Rule 24b-2 under the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdictionSecurities Exchange Act of 1934, or applications may be made to such court for an order of enforcementas amended.

Mediation and Arbitration. Any controversy, (i) If a dispute between the parties arises from or claim arising out of or relating relates to this Agreement or the performancebreach thereof (a “Dispute”), enforcementand if the Dispute cannot be resolved through direct discussions between the parties, breach, termination or validity thereof, including the determination of parties agree to endeavor first to resolve the scope of this Agreement to arbitrate, shall first be submitted to Dispute through a non-binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be hearing administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”)) under its Commercial Mediation Procedures. If any dispute remains unresolved between Each party will appoint a senior executive with the parties after authority to resolve the Dispute to participate in such a mediation hearing and may be represented by counsel at the mediation process has been completedhearing. The mediation hearing will be completed in not more than sixty (60) business days. The parties will each bear their respective costs incurred in connection with a mediation hearing, either party may then submit except that they will share equally the fees and expenses of the mediation service, including the fees of the mediator. (ii) The parties further agree that any such Dispute that is unresolved dispute to final and by the foregoing mediation hearing will be finally settled by binding arbitration pursuant to administered by the AAA in accordance with its Commercial Arbitration rules of AAA, with all matters related to Rules (the enforceability “Rules”) and the terms of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16Agreement. The Arbitration Tribunal shall be formed terms of three (3) arbitrators each this Agreement will control in the event of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party any inconsistency between such terms and the third (3rd) to be appointed by the American Arbitration AssociationRules. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall will be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to conducted by a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated single arbitrator reasonably familiar with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported technology and business covered by a certified shorthand court reporter and written transcripts this Agreement selected by mutual agreement of the proceedings shall be prepared and made available to the parties. If the parties fail to select the arbitrator within thirty (30) days following the date of either party's notice of arbitration, then the AAA will appoint the arbitrator in accordance with the Rules. The fees award of the arbitration panel, together with all costs arbitrator will be in writing setting forth findings of fact and expenses incurred in conducting conclusions of law. Judgment on the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne award rendered by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall arbitrator will be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not may be an expense entered in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdictionjurisdiction thereof. The place of arbitration will be San Francisco, California. The arbitrator’s fees will be shared equally by the parties and each party will bear its own costs and attorneys’ fees. All papers, documents, or applications evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. Except as may be made required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding the foregoing provisions, each party reserves the right to such seek injunctive or other equitable relief in a court for an order of enforcementcompetent jurisdiction with respect to any dispute, controversy or claim related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights or Confidential Information.

Mediation and Arbitration. Any controversyIf requested by the Company or Executive, dispute any unresolved controversy or claim arising out of from or relating related to this Agreement or breach hereof shall be resolved by use of mediation initially, and if that fails to resolve the performancematter, enforcementby arbitration. Mediation shall be in Houston, breachTexas, termination before one mediator qualified in mediation of employment matters agreed upon by the parties, or validity thereofif no agreement on a mediator is reached, including before a mediator chosen according to the determination American Arbitration Association ("AAA") National Rules for the Resolution of Employment Disputes, specifically the scope Employment Mediation Rules. There shall be only one mediator. The parties will use best efforts to obtain a mediator and complete the mediation within thirty (30) days from the date of this Agreement request for mediation. If the mediation has not been completed within forty-five (45) days from the date of request for mediation, any party may, by notice to arbitrateall other parties and the AAA, shall first be submitted to non-binding forgo mediation and move directly to arbitration under the AAA National Rules for the Resolution of Employment Disputes; provided, however, that such arbitration shall thereafter be determined by final binding arbitrationbefore three arbitrators, not one, and not litigation, the agreed venue for mediation and arbitration being shall be in Houston, Texas. The Also, by written agreement signed by the Company and Executive, the parties hereto may agree to forgo mediation, may make any agreement regarding scheduling of the mediation process or the arbitration process, discovery or hearing, which agreement shall be administered by a mutually acceptable binding on the mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”). If or arbitrator, despite any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant AAA rule to the Commercial Arbitration rules contrary. In any arbitration, if the Executive is the prevailing party, the Company shall pay all reasonable attorney's fees of AAAExecutive, with all matters as well as the expenses and administrative fees related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by arbitration. If the Federal Arbitration ActCompany is the prevailing party at the arbitration, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of pay its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ own attorney's fees and expenses associated with and its share of the arbitration proceeding administrative fees and expenses related to the “prevailing partyarbitration. Notwithstanding the foregoing provisions of this Section 16, if any. All proceedings shall be reported (i) the parties are not required to arbitrate any issue for which injunctive relief is sought by a certified shorthand any party hereto, (ii) all parties may seek injunctive relief in any federal or state court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panelhaving jurisdiction located in Xxxxxx County, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, FloridaTexas, and shall be conducted in the English language. The arbitration award shall be final (iii) claims of worker's compensation and binding upon the parties hereto and subject to no appeal. Arbitration expenses unemployment compensation shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made subject to such court for an order of enforcementarbitration under this Agreement.

Mediation and Arbitration. Any controversyIf any dispute, dispute controversy or claim arising out of arises in connection with the performance or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope breach of this Agreement between the parties, a party hereto may, upon written notice to arbitratethe other parties, request facilitated negotiations. Such negotiations shall first be submitted assisted by a neutral facilitator acceptable to non-binding mediation all parties and shall thereafter require the best efforts of the parties to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute. A party may disclose any facts to the other parties or to the facilitator which such party believes, in good faith, to be determined necessary to resolve the dispute. All such disclosures shall be deemed in furtherance of settlement efforts and thus confidential. Except as agreed to by final binding arbitration, and not litigationall parties, the agreed venue for mediation and arbitration being in Houston, Texasfacilitator shall keep confidential all information disclosed during the negotiations. The mediation process facilitator shall not act as a witness for either party in any subsequent arbitration between the parties. Such facilitated negotiations shall conclude within sixty days from receipt of the written notice, unless extended by mutual consent of the parties. The costs incurred by each party in such negotiations shall be administered borne by a mutually acceptable mediator selected it. Any fees or expenses of the facilitator shall be borne equally by all parties. If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement which cannot be resolved by facilitated negotiations, then such dispute, controversy or claim shall be settled by arbitration in accordance with the laws of the State of New York and then current Commercial Mediation Arbitration Rules of the American Arbitration Association (“AAA”). If any dispute remains unresolved between the parties after the mediation process has been completedAssociation, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to except that no pre-hearing discovery will be governed permitted unless specifically authorized by the Federal Arbitration Act, 9 U.S.C. Section 1-16arbitration panel. The Arbitration Tribunal confidentiality provisions applicable to facilitated negotiations shall also apply to arbitration. The award issued by the arbitration panel may be formed confirmed in a judgment by any federal or state court of three competent jurisdiction. All reasonable costs of both parties, as determined by the arbitration panel, including (3i) arbitrators each the fees and expenses of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require Association and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses (ii) the costs, including reasonable attorneys' fees, incurred to confirm the award in conducting the arbitration (but excluding the parties’ respective attorneycourt, witness and related costs and expenses) shall be borne entirely by the non-prevailing party against whom (to be designated by the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted panel in the English language. The arbitration award shall award) and may not be final and binding upon allocated between the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon by the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcementarbitration panel.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, shall first be submitted to non-binding nonbinding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”). If any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in OrlandoHouston, FloridaTexas, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcement.

Mediation and Arbitration. Any controversy, If any dispute or claim arising arises out of or relating to in connection with this Agreement Agreement, or the performance, enforcement, breach, termination or validity breach thereof, including and if the determination of dispute cannot be settled through negotiation, the scope of this Agreement parties agree first to arbitrate, shall first be submitted seek in good faith to settle the dispute by non-binding mediation and administered by the American Arbitration Association (the "AAA") under its Commercial Mediation Procedures, before resorting to arbitration, litigation or any other dispute resolution procedure. If the dispute has not been resolved by mediation within forty-five (45) days of the filing of a submission to mediation or a written request for mediation with the AAA, the dispute shall thereafter be determined settled by final and binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction. The mediation or arbitration shall be held in New York, New York, which shall be the seat of mediation or arbitration. The arbitrator shall be selected by the parties hereto. If any dispute remains unresolved between the parties after hereto are unable to agree on the mediation process has been completedidentity of the arbitrator within ten (10) days following the expiration of the said 45-day period, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal arbitrator shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration AssociationAAA. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (agree that no mediator or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel arbitrator shall have the power to grant all equitable relief (both by way modify the terms of interim relief and as a part of its final award) this Agreement. Except as may be granted required by law or to protect or pursue a legal right, neither of the parties hereto, their representatives, a witness, a mediator nor an arbitrator may disclose the existence, content, or results of any mediation or arbitration, as the case may be, hereunder without the prior written consent of the other party hereto. In the event of an urgent need for provisional measures arising (x) before the arbitration tribunal is constituted or (y) before or after mediation is commenced, either party is entitled to seek provisional measures from (i) the single emergency arbitrator appointed pursuant to the AAA's Optional Rules for Emergency Measures of Protection, or (ii) any court of competent jurisdiction, and any such request to a court shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate; provided, however, that, after the three arbitrators are appointed, the arbitrators shall have sole jurisdiction to consider applications for provisional measures (including applications for urgent measures of protection) and any provisional measures ordered by the arbitrator or arbitrators may be specifically enforced by any court in the state where the Hotel is located. Monetary damage liability of competent jurisdiction and any court proceeding that has commenced relating to provisional measures shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Arbitration expenses shall not be an expense in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcementwithdrawn.

Mediation and Arbitration. Any (a) In the event of any controversy, dispute or claim arising out of between InnovaSafe and any other party hereto that arises under or relating otherwise relates to this Agreement Agreement, the parties agree that the dispute shall be submitted to mediation facilitated by a mediator as mutually approved by the parties, which approval shall not be unreasonably withheld or delayed by either party (“Mediator”). The parties agree to participate in good faith in the performance, enforcement, breach, termination mediation conferences. Each party shall bear one-half (or validity thereofits proportionate share if there are more than two parties) of the costs of the mediation, including the determination of Mediator’s fees. (b) If the scope of this Agreement parties are unable to arbitrateresolve the claim, shall first be submitted to non-binding mediation and shall thereafter be determined by final binding arbitrationcontroversy or dispute through mediation, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process then it shall be administered decided by arbitration in Los Angeles County, California, in front of a mutually acceptable mediator selected single retired judge through the Judicial Arbitration and Mediation Service or, in accordance with its absence, any similar organization providing the Commercial Mediation Rules arbitration services of the American Arbitration Association retired judges (“AAAJAMS”). If for any dispute remains unresolved between the parties after the mediation process has been completedreason within 30 days of an arbitration demand, either any other party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules Agreement fails to state in writing that it will cooperate in selecting the sole arbitrator, then the remaining party shall select the arbitrator. If for any reason the sole arbitrator is not selected within 45 days of AAAthe written arbitration demand, then JAMS shall have sole authority to assign one of its retired judges as the arbitrator that has experience with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16intellectual property law. The Arbitration Tribunal parties shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operation, management, ownership or leasing, one (1) entitled to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under in civil actions pending in the AAA Rules Superior Court for Los Angeles County, with the arbitrator deciding any controversies arising during and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant with respect to a petition filed in state court)discovery. The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as may be granted by any court in the state where the Hotel is located. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts decision of the proceedings shall be prepared and made available arbitrator with respect to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom the arbitral award is made and shall be a (the) component of the arbitral award. The arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award any issues submitted for determination shall be final and binding upon on all of the parties hereto and subject to no appeal. Arbitration expenses this Agreement, provided, however that the arbitrator shall not be an expense have the power to award punitive or exemplary damages. Not less than 21 days before the first scheduled session of the arbitration hearing, each party shall deliver to the other: (i) a complete list of the names of the witnesses that the party will call to testify at the hearing; and (ii) a complete and accurate copy of each document the party will offer in determining House Profit. Judgment upon evidence at the award rendered maybe entered into any court having jurisdictionhearing, or applications may be made to such court excluding witnesses and documents that are used for an order of enforcementimpeachment.

Mediation and Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or Disputes between the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, Licensee and ACMSS not resolved by direct discussion shall first be submitted to non-binding mediation and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in Houston, Texas. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with pursuant to the Commercial Mediation Arbitration Rules of the American Arbitration Association (“AAA”). The Parties shall select the mediator within fifteen (15) days of the request for mediation. Engaging in mediation is a condition precedent to any form of binding dispute resolution. If any dispute remains unresolved between neither direct discussions nor mediation successfully resolves the parties after dispute, and if the mediation process has been completedParties do not mutually agree otherwise in writing, either party may then the Parties shall submit any such unresolved dispute the matter to final and binding arbitration pursuant to be conducted before one arbitrator. All claims, disputes and matters in question arising out of, or relating to, this Agreement shall be decided by arbitration in accordance with the Commercial Arbitration rules Rules of AAA, with all matters related to the enforceability of this arbitration agreement AAA then in effect. All claims and any award rendered pursuant to this proceedings shall remain confidential. This agreement to arbitrate shall be governed by specifically enforceable under the Federal Arbitration Act, 9 U.S.C. Section 1-16. The Arbitration Tribunal An award entered in an arbitration proceeding shall be formed of three (3) arbitrators each of which shall have at least five (5) years’ experience in hotel operationfinal, management, ownership or leasing, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. In addition to monetary damages, or in lieu thereof, the arbitration panel shall have the power to grant all equitable relief (both by way of interim relief and as a part of its final award) as judgment may be granted by entered upon it in accordance with applicable law in any court in the state where the Hotel is locatedhaving jurisdiction. Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether costs of any binding dispute resolution procedures and to what extent any party is a prevailing party and shall award reasonable attorneys’ fees and expenses associated with the arbitration proceeding to the “prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration (but excluding the parties’ respective attorney, witness and related costs and expenses) shall be borne by the party against whom non-prevailing Party, as determined by the arbitral award is made arbitrator, up to an amount that shall not exceed $10,000, and the Parties shall share equally the full amount of the arbitrators’ and AAA’s administrative fees of arbitration. All mediation, arbitration and litigation proceedings shall be held in Orange County, California. Neither Party may commence arbitration if the claim or cause of action would be barred by the applicable statute of limitations had the claim or cause of action been filed in a (the) component of the arbitral awardstate or federal court. The An award entered in an arbitration shall take place in Orlando, Florida, and shall be conducted in the English language. The arbitration award proceeding pursuant to this Agreement shall be final and binding upon the parties hereto Parties, and subject to no appeal. Arbitration expenses shall not judgment may be entered upon an expense award in determining House Profit. Judgment upon the award rendered maybe entered into any court having jurisdiction. LICENSEE AND/OR ENTITIES HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, or applications may be made to such court for an order of enforcementLITIGATION, OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.