Common use of Mediation/Arbitration Clause in Contracts

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this paragraph 15Section 14. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may may, at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraphSection. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaPortland, FloridaOregon, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect effect, provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this paragraph 1517. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or paragraph 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraphparagraph 17. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaSan Jose, FloridaCalifornia, in accordance with the National Employment Arbitration Rules for the Resolution of Employment Disputes and Mediation Procedures of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured partyhereof. The arbitrators shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back-pay, severance compensation, vesting of options stock-based compensation (or cash compensation in lieu of vesting of optionsstock-based compensation), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectivelyherein, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out In the event of a dispute concerning the subject matter of this Agreement Agreement, the parties shall in good faith attempt to resolve such dispute by negotiation between the parties’ principals, or, if such negotiation is unsuccessful, by mediation conducted by a third-party mediator. If such mediation results in an impasse, the parties shall submit their dispute to binding arbitration. Such mediation or, if necessary, binding arbitration shall be resolved conducted pursuant to the mediation procedures or the commercial arbitration rules of the American Arbitration Association. Any arbitration shall be conducted in the city in which Appraiser’s office as set forth specified herein is located. The parties shall share equally the costs of any mediation. In the event of binding arbitration, the arbitrators shall, in this paragraph 15addition to any relief appropriate to be awarded to the prevailing party, enter an award in favor of the prevailing party for that party’s costs of the arbitration, including the party’s reasonable attorneys’ fees and arbitration expenses incurred in prosecuting or defending the arbitration proceeding. Subject to the right of the prevailing party to recover its share of the costs of the arbitration services pursuant to the arbitrator’s award, the costs of the arbitration services shall be borne equally by the parties. If the prevailing party seeks judicial confirmation of any arbitration award entered pursuant to this Agreement, the court shall, in addition to any other appropriate relief, enter an award to the prevailing party hereto desires to make any claim arising out in such confirmation proceeding for its reasonable attorneys’ fees and litigation expenses incurred in confirming or successfully opposing the confirmation of this Agreement ("Claimant"), then such an award. Special or Consequential Damages Neither party shall first deliver under any circumstances be liable to the other party ("Respondent") written notice ("Claim Notice") for special, exemplary, punitive or consequential damages, including, without limitation, loss of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days profits or damages proximately caused by loss of use of any property, whether arising from either party’s negligence, breach of the date the Claim Notice Agreement or otherwise, whether or not a party was given to Respondent to object in writing to the claim ("Notice of Objection")advised, or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt knew, of the Notice possibility of Objectionsuch damages, if any, Claimant or such possibility was foreseeable by that party. In no event shall Appraiser be liable to Client for any amounts that exceed the fees and Respondent shall immediately seek costs paid by Client to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent Appraiser pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaSan Jose, FloridaCalifornia, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured partyhereof. The arbitrators shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectivelyherein, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this paragraph 15Section 14. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraphSection. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes Any dispute arising out of this Agreement agreement shall be resolved as set forth in this paragraph 15determined by final, binding non-appealable arbitration. If any Each party hereto desires to make any claim arising out o such dispute shall select one arbitrator. Within five days, including weekends and holidays, after the party demanding arbitration notifies, by mail or mail the opposing party of this Agreement ("Claimant")the dispute, then such the opposing party shall first deliver to select an arbitrator and notify the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt demanding arbitration of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations selected arbitrator. f the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of opposing party does not timely select an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondentarbitrator, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraph. Such party demanding arbitration shall be conducted before request that a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes Pima County Superior Court Judge make he selection of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAAsecond arbitrator. The arbitrators opposing party shall not have the authority right to add tomake that selection after a request is filed with a Pima County Superior Court Judge. The two selected arbitrators shall select one other arbitrator, detract fromwho shall act as chairperson. If the two arbitrators selected by the arties cannot agree on the third arbitrator within ten days, or modify any provision hereof nor to award punitive damages to any injured partyeither party may request that a Pima County Superior Court Judge make the selection of a xxxx arbitrator. The dispute shall be decided by hearing in Pima County within thirty days of receipt of a written request of arbitration. The arbitrators hall decide the dispute by written award within five days of the hearing. The arbitration panel is authorized and shall award the prevailing party all osts and attorney’s fees. Should Customer for any reason whatsoever institute suit other than by arbitration or for damages in excess of that stated, Accurate Inspection Services Inc. shall be entitled to its reasonable attorney’s fees including any and all costs incurred in getting the action dismissed. If ny court or arbitrator determines that any word or part of this contract is invalid or unenforceable, the remaining portions shall remain in full force and ffect. WALK THROUGH. Customer shall have the authority responsibility to order back-payperform a walk through inspection after initial inspection is completed, severance compensationbut before ossession by Customer to bring to Accurates attention any discrepancies or discoveries made. Should Customer fail to conduct the walk through nspection or having done so brought nothing to Accurates attention, vesting of options (or cash compensation Customer waives any and all claims against Accurate Inspection Services Inc. which they might otherwise be entitled, further representing herein that in lieu of vesting of options)any event, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel Accurates liability shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, limited to the extent Executive prevails, all reasonable legal fees shall be borne by the CompanyContract fee paid.

Mediation/Arbitration. All disputes arising out If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in _________________________[city]. Any costs and fees other than attorney fees shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution, the parties agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis pursuant to: (Check one) [ ] the Commercial Arbitration Rules of the American Arbitration Association, or [ ] the rules of the state of _________________________ . Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in music industry law. An award of arbitration shall be final and binding on the Band Partners and may be confirmed in a court of competent jurisdiction. The prevailing party shall have the right to collect from the other party its reasonable costs and attorney fees incurred in enforcing this agreement. General. This Agreement may not be amended except in a writing signed by all Band Partners. No waiver by any Band Partner of any right under this Agreement shall be construed as a waiver of any other right. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement shall be resolved interpreted so as set forth in this paragraph 15. If any party hereto desires best to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to affect the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediatorparties. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice This Agreement shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated governed by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, and interpreted in accordance with the National Rules for the Resolution of Employment Disputes laws of the American Arbitration Association ("AAA") then in effect provided that state of _____________________, and the parties may agree to use arbitrators other than those provided by the AAAcourt of such state shall have jurisdiction over all potential disputes and discrepancies. The arbitrators provisions of this Agreement shall not have be binding upon the authority successors and assigns of the Band Partners. In the event of any dispute arising from or related to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel prevailing party shall be final and bindingentitled to attorney fees. Judgment may be entered on the arbitrators' award in any court having jurisdictionMY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT. The direct expense I HAVE BEEN ADVISED AS TO MY RIGHT TO SEEK INDEPENDENT LEGAL COUNSEL AND HAVE SOUGHT IT TO THE EXTENT I DEEM NECESSARY. ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.Birth: ____________________ ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature & Name ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ EXHIBIT “A” LOGO/TRADEMARK

Mediation/Arbitration. All disputes If a dispute arises out of or relates to this Agreement, or the breach thereof, and if such dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure. In the event such mediation does not result in a suitable resolution of such dispute, then any controversy, claim or cause of action arising out of or relating to this Agreement Agreement, shall be resolved as set forth in this paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve settled by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that Association, and judgment upon the parties may agree to use arbitrators other than those provided award rendered by the AAAarbitrators may be entered in any court having jurisdiction thereof. The Each of the arbitrators shall not have be a (i) member of the authority to add toBar of the State of Delaware, detract fromactively engaged in the practice of law, or modify (ii) retired judge from any provision hereof nor to award punitive damages to any injured partyDelaware state court. The arbitrators shall have power to grant equitable ----------------------------- *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the authority to order back-pay, severance compensation, vesting of options Securities and Exchange Commission (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b"SEC") and 4(chave been filed separately with the SEC. remedies in addition to imposing monetary damages. The arbitration shall include (i) hereof, respectively, or a provision that the Company has otherwise materially breached this Agreement. A decision by a majority prevailing party in such arbitration shall recover its costs of the arbitration panel shall be final and bindingreasonable attorneys' fees from the other party, and (ii) the amount of such costs and fees. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any Any such mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companyheld in Wilmington, Delaware. Any cause of action arising out of or related to this Agreement not submitted to arbitration within four (4) years after such cause of action has accrued shall be deemed barred, notwithstanding, any longer statute of limitations period available at law.

Mediation/Arbitration. All disputes If a dispute, controversy, or claim arises out of or relates to this Agreement, its termination or non-renewal, or the alleged breach thereof, and if said dispute cannot be settled through direct discussions between the Parties, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation with an independent mediator selected by mutual agreement of the Parties. If the Parties are unable to agree on a mediator, mediation shall be administered by the American Arbitration Association under its Commercial Mediation Rules. If the matter has not been resolved through mediation within thirty (30) days of the commencement of such mediation (which period may be extended by mutual agreement in writing), then any unresolved dispute, controversy, or claim arising out of or relating to this Agreement, its termination or non-renewal, or the alleged breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration rules, and judgment upon the award rendered by the arbitrator, may be entered in the Iowa District Court for Polk County or any state or federal court having jurisdiction. The arbitration shall be conducted by a single arbitrator. The arbitration proceedings shall be governed by and conducted in accordance with Iowa Code Chapter 679A (1998), as amended from time to time, as supplemented by the Commercial Arbitration Rules of the American Arbitration Association, to the extent not inconsistent with Chapter 679A. The arbitrator shall allow each Party to conduct limited relevant discovery. The arbitrator shall have no authority to award punitive damages or any damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. All fees and expenses of the arbitration shall be borne equally by the Parties; provided, however, each Party shall bear the expenses of their respective counsel, experts, witnesses, and preparation and presentation of the arbitration matters. Any such arbitration shall be conducted in Polk County, Iowa, unless mutually agreed in writing by the Parties. The provisions of this Article of this Agreement shall survive the termination of this Agreement and shall be resolved a complete bar and defense to any suit, action or proceeding instituted in any court or tribunal with respect to any controversy or dispute which is arbitrable as set forth in this paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of The parties agree to attempt to resolve any dispute relating to this Agreement agreement by mediation, which shall be resolved as set forth conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in this paragraph 15mediation is a condition precedent to pursuing any other available legal or equitable remedy. If any Either party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver may commence the mediation process by providing written notice to the other party ("Respondent") written notice ("Claim Notice") party, setting forth the subject of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respondthe dispute and the relief requested. Respondent shall have ten (10) Within 10 business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of Objectionthe mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, if anyand that all offers, Claimant promises, conduct and Respondent statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall immediately seek be entitled to resolve an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by good faith negotiations the party against whom enforcement is ordered. In the event that a dispute is not settled by mediation, the parties agree that the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding exclusively settled by arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated administered by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use arbitrators other than those provided by the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision be accompanied by a majority of the arbitration panel shall be final and bindingreasoned opinion. Judgment on an arbitration award may be entered on in accordance with the arbitrators' award Federal Arbitration Act in in Xxxx County, Illinois. Either party may, notwithstanding the above, seek equitable relief in any proper court having jurisdiction. The direct expense in Xxxx County, Illinois to enjoin a breach or threatened breach of any mediation or arbitration proceeding and, obligations under this agreement that might cause irreparable harm without any requirement to the extent Executive prevails, all reasonable legal fees shall be borne post bond Governing Law. This agreement is governed by the Companylaw of the State of Illinois, regardless of the laws that might otherwise govern under applicable choice-of-law principles.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this paragraph 15. If any party hereto desires to make any Any dispute, controversy or claim arising under, out of, in connection with or in relation to this Agreement, or the breach, termination, validity or enforceability of this Agreement any provision hereof (a "ClaimantDispute"), then such party shall first deliver to if not resolved informally through negotiation between the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection")parties, or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall will be submitted to non-binding arbitration (except for claims arising out mediation. The parties will mutually determine who the mediator will be from a list of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of mediators obtained from the American Arbitration Association office located in the city determined as set forth below in this Section 10 (the "AAA") then in effect provided that ). If the parties may are unable to agree to use arbitrators other than those provided on the mediator, the mediator will be selected by the AAA. The arbitrators shall If any Dispute is not have resolved through mediation, it will be resolved by final and binding arbitration conducted in accordance with and subject to the authority to add toCommercial Arbitration Rules of the AAA then applicable. One arbitrator will be selected by the parties' mutual agreement or, detract fromfailing that, or modify any provision hereof nor to award punitive damages to any injured partyby the AAA, and the arbitrator will allow such discovery as is appropriate, consistent with the purposes of arbitration in accomplishing fair, speedy and cost effective resolution of disputes. The arbitrators shall have arbitrator will reference the authority to order back-pay, severance compensation, vesting rules of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority evidence of the arbitration panel shall Federal Rules of Civil Procedure then in effect in setting the scope of discovery, except that no requests for admissions will be final permitted and bindinginterrogatories will be limited to identifying (a) persons with knowledge of relevant facts and (b) expert witnesses and their opinions and the bases therefor. Judgment upon the award rendered in any such arbitration may be entered on the arbitrators' award in any court having jurisdictionjurisdiction thereof. The direct expense of any Any negotiation, mediation or arbitration conducted pursuant to this Section 10 and initiated by driversshield will take place in Plano, Texas, and in Plainview, New York if initiated by EDS. Other than those matters involving injunctive relief or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section 10 are a complete defense to any suit, action or other proceeding and, instituted in any court or before any administrative tribunal with respect to any Dispute or the extent Executive prevails, all reasonable legal fees shall be borne performance of the EDS Services by EDS. Each party acknowledges and agrees that the Companyother party may seek injunctive relief in order to enforce the covenants set forth in Section 16(b) and (c). Nothing in this Section 10 prevents the parties from exercising their right to terminate this Agreement in accordance with Section 11.

Mediation/Arbitration. All disputes arising out of The parties agree to attempt to resolve any dispute relating to this Agreement agreement by mediation, which shall be resolved as set forth conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in this paragraph 15mediation is a condition precedent to pursuing any other available legal or equitable remedy. If any Either party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver may commence the mediation process by providing written notice to the other party ("Respondent") written notice ("Claim Notice") party, setting forth the subject of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respondthe dispute and the relief requested. Respondent shall have ten (10) Within 10 business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of Objectionthe mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, if anyand that all offers, Claimant promises, conduct and Respondent statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall immediately seek be entitled to resolve an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by good faith negotiations the party against whom enforcement is ordered. In the event that a dispute is not settled by mediation, the parties agree that the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding exclusively settled by arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated administered by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use arbitrators other than those provided by the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision be accompanied by a majority of the arbitration panel shall be final and bindingreasoned opinion. Judgment on an arbitration award may be entered on in accordance with the arbitrators' award Federal Arbitration Act in in Cook County, Illinois. Either party may, notwithstanding the above, seek equitable relief in any proper court having jurisdiction. The direct expense in Cook County, Illinois to enjoin a breach or threatened breach of any mediation or arbitration proceeding and, obligations under this agreement that might cause irreparable harm without any requirement to the extent Executive prevails, all reasonable legal fees shall be borne post bond Governing Law. This agreement is governed by the Companylaw of the State of Illinois, regardless of the laws that might otherwise govern under applicable choice-of-law principles.

Mediation/Arbitration. All disputes arising out of The parties agree to attempt to resolve any dispute relating to this Agreement agreement by mediation, which shall be resolved as set forth conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in this paragraph 15mediation is a condition precedent to pursuing any other available legal or equitable remedy. If any Either party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver may commence the mediation process by providing written notice to the other party ("Respondent") written notice ("Claim Notice") party, setting forth the subject of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respondthe dispute and the relief requested. Respondent shall have ten (10) Within 10 business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of Objectionthe mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, if anyand that all offers, Claimant promises, conduct and Respondent statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall immediately seek be entitled to resolve an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by good faith negotiations the party against whom enforcement is ordered. In the event that a dispute is not settled by mediation, the parties agree that the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding exclusively settled by arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated administered by either Claimant or Respondent pursuant to this paragraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use arbitrators other than those provided by the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision be accompanied by a majority of the arbitration panel shall be final and bindingreasoned opinion. Judgment on an arbitration award may be entered on in accordance with the arbitrators' award Federal Arbitration Act in in Xxxx County, Illinois. Either party may, notwithstanding the above, seek equitable relief in any proper court having jurisdiction. The direct expense in Xxxx County, Illinois to enjoin a breach or threatened breach of any mediation or arbitration proceeding and, obligations under this agreement that might cause irreparable harm without any requirement to the extent Executive prevails, all reasonable legal fees shall be borne post bond Governing Law. This agreement is governed by the Companylaw of the State of Illinois, regardless of the laws that might otherwise govern under applicable choice-of-law principles.

Mediation/Arbitration. All disputes arising out In the event of a dispute concerning the subject matter of this Agreement Agreement, the parties shall be resolved as set forth in this paragraph 15. If any party hereto desires good faith attempt to make any claim arising out of this Agreement ("Claimant")resolve such dispute by negotiation between the parties’ principals, then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objectionor, if anysuch negotiation is unsuccessful, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediation conducted by a third-party mediator. If Claimant and Respondent are unable to resolve the dispute such mediation results in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondentan impasse, the parties shall submit their dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this paragrapharbitration. Such mediation or, if necessary, binding arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with pursuant to the National Rules for mediation procedures or the Resolution of Employment Disputes commercial arbitration rules of the American Arbitration Association ("AAA") then Association. Any arbitration shall be conducted in effect provided the city in which Appraiser’s office as specified herein is located. The parties shall share equally the costs of any mediation. In the event of binding arbitration, the arbitrators shall, in addition to any relief appropriate to be awarded to the prevailing party, enter an award in favor of the prevailing party for that party’s costs of the parties may agree arbitration, including the party’s reasonable attorneys’ fees and arbitration expenses incurred in prosecuting or defending the arbitration proceeding. Subject to use arbitrators other than those provided the right of the prevailing party to recover its share of the costs of the arbitration services pursuant to the arbitrator’s award, the costs of the arbitration services shall be borne equally by the AAAparties. The arbitrators shall not have If the authority prevailing party seeks judicial confirmation of any arbitration award entered pursuant to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon the court shall, in the event the arbitrators determine that Executive was terminated without disability or without Good Causeaddition to any other appropriate relief, as defined in paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' enter an award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all prevailing party in such confirmation proceeding for its reasonable legal attorneys’ fees shall be borne by and litigation expenses incurred in confirming or successfully opposing the Companyconfirmation of such an award.