Common use of Arbitration Clause in Contracts

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which the Company may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in Parsippany, New Jersey, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. Notwithstanding the foregoing, Executive shall be entitled to receive reimbursement of all fees and cost incurred by Executive in connection with any arbitration in the event Executive is deemed to have prevailed in such arbitration as determined by the arbitrator. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claims(a) Except as otherwise expressly provided herein, disputes and other matters in question any dispute, controversy or claim arising out of or relating to in connection with this Agreement Agreement, or the breach interpretation, breach, termination or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, validity thereof (“Dispute”) shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be finally resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Commercial Arbitration Rules of the American Arbitration Association ("“AAA"”) then in effect (the “Rules”), presently located at 000 Xxxxxxxxxx Xxxxxxexcept as modified herein and such arbitration shall be administered by the AAA. The place of arbitration shall be New York, in San FranciscoNew York. (b) There shall be one arbitrator who shall be agreed upon by the parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If any arbitrator is not appointed within the time limit provided herein, California, such arbitrator shall conduct such binding arbitration be appointed by the AAA in accordance with the rules listing, striking and procedures ranking procedure in the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate matters and an experienced arbitrator. In rendering an award, the arbitrator shall be required to follow the laws of the AAA then in effect. Notice state of the demand for arbitration Delaware. (c) The award shall be filed in writing with and shall briefly state the other party findings of fact and conclusions of law on which it is based. The arbitrator shall not be permitted to this Agreement and with JAMS (or AAAaward punitive, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute multiple or other matter in question would be barred by the applicable statute of limitationsnon-compensatory damages. Any The award rendered by JAMS or AAA shall be final and binding upon the partiesparties and shall be the sole and exclusive remedy between the parties regarding any claims, and as applicablecounterclaims, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and issues or accounting presented to the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereofover any party or any of its assets. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the party resisting such enforcement. (d) All Disputes shall be resolved in a confidential manner. The obligation arbitrator shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration or any other information about such arbitration. The parties to arbitrate pursuant the arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may be required by law, regulatory or governmental authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award. Before making any disclosure permitted by the preceding sentence (other than private disclosure to this clause financial regulatory authorities), the party intending to make such disclosure shall use reasonable efforts to give the other party reasonable written notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. (e) Barring extraordinary circumstances (as determined in the sole discretion of the arbitrator), discovery shall be specifically enforceable limited to pre-hearing disclosure of documents that each side will present in accordance withsupport of its case, and non-privileged documents essential to a matter of import in the proceeding for which a party has demonstrated a substantial need. The parties agree that they will produce to each other all such requested non-privileged documents, except documents objected to and with respect to which a ruling has been or shall be conducted consistently withsought from the arbitrator. There will be no depositions. (f) Any claim brought by a Member must be brought in such Member’s individual capacity and not as a plaintiff or class member in any purported class, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescollective or representative proceeding.

Arbitration. All claims(a) Subject to Section 12(b), disputes any dispute, controversy or claim between Employee and other matters in question any member of the Company Group arising out of or relating to this Agreement or the breach Employee’s employment or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation engagement with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission any member of the matter to the mediation service or mediatorCompany Group will be finally settled by arbitration in Houston, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, Texas in accordance with the then-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 12 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and procedures each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of JAMS then in effect. In the event JAMS is unable other persons or unwilling entities who are claimed to conduct such arbitrationbe similarly situated, or has discontinued its businessto participate as a class member in such a proceeding. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. (b) Notwithstanding Section 12(a), either party may make a representative membertimely application for, selected by the mutual agreement and seek to obtain, judicial emergency or temporary injunctive relief to enforce any of the partiesprovisions of Sections 9 through 11; provided, however, that the remainder of any such dispute (beyond the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand application for arbitration emergency or temporary injunctive relief) shall be filed subject to arbitration under this Section 12. (c) By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in writing with this Section 12 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement and in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 12 precludes Employee from filing a charge or complaint with JAMS (or AAAa federal, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute state or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesgovernmental administrative agency.

Arbitration. All claimsNotwithstanding anything to the contrary (including, disputes without limitation, any other written agreement by and other matters in question between you and any Lemonade Entity): i. Any controversy, dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters hereof (a “Dispute”) which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given be settled by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall mutual agreement will be resolved finally settled by binding arbitration before a representative memberin New York, selected by under the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, jurisdiction of the American Arbitration Association ("AAA")or other mutually agreeable alternative arbitration dispute resolution service, presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration before a single arbitrator appointed in accordance with the arbitration rules and procedures of the AAA then American Arbitration Association or other selected service, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in effectthe arbitration proceedings. ii. Notice The decision of the demand for arbitration shall arbitrator on the points in dispute will be filed in writing with the other party to this Agreement final, non-appealable and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. iii. The obligation fees and expenses of the parties to arbitrate pursuant to this clause shall arbitrator will be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to shared equally by the parties, and each party will bear the fees and expenses of its own attorney in connection with any Dispute; provided that, to the extent the arbitrator determines you have prevailed on at least one material issue involved in any Dispute commencing during the Change in Control Protection Period, the Company shall reimburse you for all reasonable attorneys’ fees in connection with such Dispute. iv. The parties agree that this Section 9(f) has been included to resolve any Disputes, and that this Section 9(f) will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or actions seeking an injunction or temporary restraining order. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a Dispute to proceed, the parties hereto hereby waive, to the maximum extent allowed by law, any and all right to a trial by jury in or with respect to such litigation. v. The parties will keep confidential, and will not disclose to any person, except as may be required by law or the rules and regulations of the Securities and Exchange Commission or other government agencies, the existence of any controversy hereunder, the referral of any such controversy to arbitration or the status or resolution thereof.

Arbitration. All claimsUnless the Parties mutually agree otherwise, disputes and other matters in question any dispute arising out of or relating related to this Agreement or the breach its breach, termination or interpretation thereof, other than those matters validity which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service accordance with Sections 12.1 or mediator, then in that event, the matter shall 12.2 will be finally resolved by binding arbitration before a representative member, selected administered by the mutual agreement International Chamber of Commerce (“ICC”) pursuant to its Dispute Resolution Rules in effect at the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct time such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the partiesarises, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. To the extent such rules are inconsistent with this provision, this provision will control. The obligation following rules will apply to any such arbitration: (a) Any demand for arbitration must be made in writing to the other Party. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the parties to arbitrate Commission pursuant to this clause the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) There will be three arbitrators, one of whom shall be specifically enforceable in accordance with, appointed by each party and a third of whom shall be conducted consistently with, the provisions of Title 9 of Part 3 chairman of the California Code panel and be appointed by mutual agreement of Civil Procedurethe two arbitrators appointed by the Parties. If the two arbitrators cannot agree on the appointment of the third arbitrator within thirty (30) days, then the ICC shall select the arbitrator. Any arbitration hereunder involving patent rights, other intellectual property rights or intellectual property will be heard by arbitrators who are expert in such areas. (c) The arbitration will be held in the State of New York, or such other place as the Parties agree. The arbitrators will apply the substantive law of the State of New York in accordance with Section 13.2, without regard to conflicts of laws and except that the interpretation and enforcement of this arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et. seq. (d) Neither Party will have the right independently to seek recourse from a court of law or other authorities in lieu of arbitration, but each Party has the right before or during the arbitration to seek and obtain from the appropriate court provisional remedies to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. There shall be a stenographic record of the proceedings. The decision of the arbitrators will be final and binding upon both Parties. The arbitrators will render a written opinion setting forth findings of fact and conclusions of law. (e) The expenses of the arbitration will be borne by the Parties in proportion as to which each Party is defeated in arbitration. Each Party will bear the expenses of its counsel and other experts. (f) The arbitration will be conducted in Sacramento, California, unless otherwise agreed to by the partiesEnglish.

Arbitration. All claims, disputes The parties to this Agreement agree that final and other matters in question binding arbitration shall be the sole recourse to settle any claim or controversy arising out of or relating to this Agreement a breach or the breach or interpretation thereofof this Agreement, other than those matters which are to except as either party may be determined by seeking injunctive relief. Either party may file for arbitration. A claimant seeking relief on a claim for benefits, however, must first follow the Employer procedure in its sole Section 12 hereof and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties file for arbitration within sixty (60) days of submission following claimant’s receipt of the matter Administrator’s written decision on review under Section 12(c) hereof, or if the Administrator fails to provide any written decision under Section 12 hereof, within 60 days of the date on which such written decision was required to be delivered to the mediation service or mediator, then in that event, the matter claimant as therein provided. The arbitration shall be resolved by binding arbitration before held at a representative membermutually agreeable location, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, shall be subject to and in accordance with the arbitration rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, effect of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with Association; provided that if the rules and procedures of location cannot be agreed upon the AAA then in effect. Notice of the demand for arbitration shall be filed held in writing with either Atlanta, Georgia, or Chicago, Illinois, whichever location is closer to the other party principal office where the Executive was employed on Date of Termination. The arbitrator may award any and all remedies allowable by the cause of action subject to the arbitration, but the arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement. In reaching its decision the arbitrator shall have no authority to change or modify any provision of this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by written agreement between the applicable statute parties. The arbitrator shall have the power to compel the attendance of limitationswitnesses at the hearing. Any award rendered by JAMS or AAA court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be final and binding upon on the partiesparties without appeal to any court. Upon execution of this Agreement, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may the Executive shall be entered in deemed to have waived any court having jurisdiction thereofright to commence litigation proceedings regarding this Agreement outside of arbitration or injunctive relief without the express consent of ProAssurance. The obligation of Companies shall pay all arbitration fees and the parties to arbitrate pursuant to this clause shall be specifically enforceable arbitrator’s compensation. If the Executive prevails in accordance with, and shall be conducted consistently withthe arbitration proceeding, the provisions Companies shall reimburse to the Executive the reasonable fees and expenses of Title 9 Executive’s personal counsel for his or her professional services rendered to the Executive in connection with the enforcement of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesthis Agreement.

Arbitration. All claims, disputes and other matters in question Any dispute arising out of or relating to this Agreement Agreement, including the breach, termination or the breach or interpretation validity thereof, other than those matters which are to be determined by has not been resolved through the Employer procedures provided in its sole and absolute discretionsubsections (b) or (c) above, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be finally resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures for non-administered arbitration of the AAA International Institute for Conflict Prevention and Resolution (the “CPR Rules”) then currently in effect. Notice of Either Member may initiate such arbitration proceedings within fifteen (15) days after the demand initial mediation session, to the extent the Members have not otherwise agreed to extend the time for mediation or resolved the dispute. The arbitration shall be filed conducted by (i) by a sole arbitrator if the dispute involves less than $500,000, and (ii) by a panel of three independent and impartial arbitrators if the dispute involves in writing excess of $500,000. All arbitrators shall be agreed upon by the Members or, failing such agreement, shall be appointed under the CPR Rules. The arbitration will proceed in accordance with the CPR Rules and shall be conducted in Tulsa, Oklahoma. The Members agree that any arbitration shall be kept confidential and any element of such arbitration (including but not limited to any pleadings, briefs or other party documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitral tribunal, the Members, their counsel and any persons necessary to this Agreement conduct the arbitration, except as may be required in recognition and with JAMS (or AAAenforcement proceedings, if necessary)any, or in order to satisfy disclosure obligations imposed by any Applicable Law. In no event The Members agree to cooperate in providing each other with all discovery, including but not limited to the exchange of documents and depositions reasonably related to the issues in the arbitration. If the Members are unable to agree on any matter relating to such discovery, any such difference shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred determined by the applicable statute arbitrators. The award of limitations. Any award rendered by JAMS or AAA the arbitrators shall be final and binding upon the partiesMembers, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and shall not be subject to any appeal or review. Judgment upon the award may be obtained and entered in any federal or state court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescompetent jurisdiction.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which WEX may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a written notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such written notice may be submitted by either party, upon ten (10) days prior written notice to the other party, to arbitration in Portland, Maine, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, National Rules for the Resolution of Employment Disputes, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claim, the points in dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall will be final and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion his/her fees and expenses as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its or his own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award, or matters covered by Section IX. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions of Title 9 of Part 3 parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation and do hereby consent to the jurisdiction of the California Code appropriate court within the State of Civil Procedure. Any Maine. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of any controversy hereunder, the referral of any such controversy to arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by or the partiesstatus or resolution thereof.

Arbitration. All claimsExcept as provided in Section 13.2(h), disputes if any Dispute is not resolved in accordance with Section 13.1, then either Party may submit such Dispute for resolution through binding arbitration as follows: (a) A Party may submit such Dispute to arbitration by notifying the other Party in writing and other matters demanding arbitration of such Dispute in question arising out accordance with this Section 13.2. Any such Dispute will be finally resolved under the Rules of or relating to this Agreement or Arbitration of the breach or interpretation thereofInternational Chamber of Commerce (the ICC), other than those matters which are to be determined by except as provided herein. (b) Within thirty (30) days after receipt of such notice, the Employer Parties will each designate in its sole writing an arbitrator, and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand those arbitrators shall designate a third arbitrator to mediate given by a party to resolve the other party, or Dispute provided however that if the matter is Parties cannot resolved in a manner satisfactory to the parties agree on an arbitrator within sixty (60) days of submission of the matter to the mediation service or mediator, then in that eventsuch 30 day period, the matter shall arbitrator will be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effectICC. In the event JAMS is unable that there are more than two Parties that are parties to the arbitration proceedings, where there are multiple claimants or unwilling multiple respondents, the multiple claimants, jointly, and the multiple respondents, jointly, shall designate an arbitrator. The arbitrators will be persons knowledgeable and experienced in the law concerning the subject matter of the dispute, and will not be a current or former Affiliate, employee, consultant, officer, director of either Party or a stockholder of either Party, or otherwise have any current or previous relationship with either Party or their respective Affiliates and will not be a resident or citizen of the Territory. The governing law of this Sublicense Agreement will govern any such proceedings. The language of the arbitration will be English. (c) Within thirty (30) days after the designation of the third arbitrator, the arbitrators and the Parties will meet, and each Party will provide to conduct the arbitrators a written summary of all disputed issues, such Party’s position on such disputed issues and such Party’s proposed ruling on the merits of each such issue. (d) The arbitrators will set a date for a hearing, which will be no later than 30 days (or such longer period agreed in writing by the Parties) after the submission of written proposals pursuant to Section 13.2(b), for the presentation of evidence and legal argument concerning each of the issues identified by the Parties. The Parties will have the right to be represented by counsel. Except as provided in this Sublicense Agreement, the arbitration will be governed by the Rules of Arbitration of the ICC pursuant to Section 13.2(a) (the Rules). (e) The arbitrators will each use his or her best efforts to rule on each disputed issue within 30 days (or such longer period agreed in writing by the Parties) after completion of the hearing described in Section 13.2(d). The determination of the arbitrator as to the resolution of any dispute will be binding and conclusive upon all Parties. All rulings of the arbitrator will be in writing and will be delivered to the Parties except to the extent the Rules provide otherwise. Nothing contained herein will be construed to permit the arbitrator to award punitive, exemplary or any similar damages. (f) The attorney’s fees of the Parties in any arbitration, or has discontinued its businessfees of the arbitrator and costs and expenses of the arbitration will be borne by the Parties in a proportion determined by the arbitrator. (g) Any arbitration pursuant to this Section 13.2 will be conducted in Paris, the France. The parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding any proceeding initiated to enter or confirm any arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in and enforced by any court having with jurisdiction, including a court sitting in New York City, New York. In this respect the Parties irrevocably and unconditionally consent to the exercise of personal jurisdiction thereofby the courts in New York in such proceedings. (h) The Parties acknowledge and agree that the breach by any Party of the provision of this Sublicense Agreement related to the protection of trade secrets or confidentiality would not be fully compensable by money damages and would result in irreparable harm to the other Party. Notwithstanding anything in this Section 13, each Party will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction as may be necessary to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration, including any breach or threatened breach of Sections 10.1 and 12.5. The obligation parties agree that any such request for injunctive or equitable relief may be brought in a court sitting in New York City, New York and the Parties irrevocably and unconditionally consent to the exercise of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to personal jurisdiction by the partiescourts in New York in such proceedings.

Arbitration. All claimsThe parties agree that any claim, disputes controversy, or dispute between Executive and other matters in question the Company (including without limitation Company’s franchisees, officers, employees, representatives, or agents) arising out of or relating to this Agreement or Agreement, other than a dispute concerning the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretionthreatened breach of Section 6 or 7 of this Agreement, shall be resolved first submitted to and settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, single arbitrator in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, forum of the American Arbitration Association ("“AAA"), presently ”) located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration Broward County in the State of Florida and conducted in accordance with the rules National Rules for the Resolution of Employment Disputes. In such arbitration: (a) the arbitrator shall agree to treat as confidential evidence and procedures other information presented by the parties to the same extent as Confidential Information under this Agreement must be held confidential by the Executive, (b) the arbitrator shall have no authority to amend or modify any of the AAA then terms of this Agreement, and (c) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render its decision. All AAA-imposed costs of said arbitration, including the arbitrator’s fees, if any, shall be borne by Company. All legal fees incurred by the parties in effect. Notice of the demand for connection with such arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the party who incurs them, unless applicable statute statutory authority provides for the award of limitationsattorneys’ fees to the prevailing party and the arbitrator’s decision and award provides for the award of such fees. Any arbitration award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereofmay enter a judgment on the award. The obligation foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by Executive, including, without limitation, any rights or claims the Executive may have under the Age Discrimination in Employment Act of 1967, Title VII of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently withCivil Rights Act of 1964, the provisions Americans with Disabilities Act of Title 9 1991, the Equal Pay Act, the Family and Medical Leave Act, or any other federal, state or local laws or regulations pertaining to Executive’s employment or the termination of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesExecutive’s employment.

Arbitration. All claimsThe parties recognize the disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either party's rights and/or obligations hereunder. It is the objective of the parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resorting to arbitration. The parties agree that prior to any arbitration concerning this Agreement, CFFT's President and SGX's President will meet in person or by video conferencing in a good faith effort to resolve any disputes and other matters in question concerning this Agreement. Within thirty (30) days of a formal request by either party to the other, any party may, by written notice to the other, have such dispute referred to their respective officers designated for attempted resolution by good faith negotiations, such good faith negotiations to begin within thirty (30) days after such notice is received. Any dispute arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to between the parties within sixty (60) days of submission or the designated officers of the matter parties pursuant to the mediation service or mediator, then in that event, the matter shall this Section 9 will be resolved by final and binding arbitration before a representative memberconducted in Chicago, selected by Illinois under the mutual agreement of the parties, of the Judicial then current Commercial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Rules of the American Arbitration Association ("AAA"). The arbitration will be conducted by three (3) arbitrators who are knowledgeable in the subject matter which is at issue in the dispute. One arbitrator will be selected by CFFT and one arbitrator will be selected by SGX and the third arbitrator will be appointed by the AAA. In conducting the arbitration, presently located at 000 Xxxxxxxxxx Xxxxxxthe arbitrator will determine what discovery will be permitted, in San Francisco, California, shall conduct such binding arbitration in accordance consistent with the rules goal of limiting the cost and procedures time which the parties must expend for discovery (and provided that the arbitrators will permit such discovery they deem necessary to permit an equitable resolution of the AAA then in effectdispute) and will be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, specific performance or replevin of property. Notice The arbitrators will also be able to award actual or general damages, but will not award any other form of damage (e.g., consequential, punitive or exemplary damages). The parties will share equally the arbitrator's fees and expenses pending the resolution of the demand for arbitration shall be filed in writing with unless the other arbitrators require the non-prevailing party to bear all or any portion of the costs of the prevailing party. The decision of the arbitrators will be final and binding and may be enforced by the party in whose favor it runs in any court of competent jurisdiction at the option of such party. Notwithstanding anything to the contrary in this Agreement Section 9.2, either party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any breach of Section 6 hereof, or otherwise to enforce and with JAMS (protect the patent rights, copyrights, trademarks, or AAA, if necessary)other intellectual property rights owned or controlled by such party. In no event shall the will a demand for arbitration be made after the date when the institution of a legal or equitable proceedings proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

Arbitration. All claims, Any controversies or disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures then-current Commercial Arbitration Rules of JAMS then in effectthe American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that a representative member, selected by the mutual agreement of is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration dispute shall be filed in writing with made available to the other party for review and copying no later than thirty (30) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with JAMS (or AAA, if necessary)the arbitration. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred The decision rendered by the applicable statute of limitations. Any award rendered by JAMS or AAA arbitrator(s) shall be final and binding upon on the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment may be entered in conformity with the decision in any court having jurisdiction thereofjurisdiction. The obligation of the parties agreement to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently withunder the prevailing arbitration law. During the continuance of any arbitration proceeding, the provisions of Title 9 of Part 3 of the California Code of Civil ProcedureParties shall continue to perform their respective obligations under this Agreement. Any arbitration hereunder shall be conducted in SacramentoBY AGREEING TO ARBITRATION, CaliforniaTHE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR RIGHTS TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, unless otherwise agreed to by the partiesSUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING, INCLUDING BUT NOT LIMITED TO WAIVING THE RIGHT TO A TRIAL BY JURY, TO SETTLE THEIR DISPUTES.

Arbitration. All claims, disputes and other Either Party may initiate binding arbitration with respect to the matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter submitted to mediation within thirty by providing Notice in accordance with Section 10.08 of a demand for binding arbitration before a single, neutral arbitrator (30the “Arbitrator”) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission following the unsuccessful conclusion of the matter to mediation provided for in Section 12.02, above. If Notice of arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation service or mediator, then provided for in that eventSection 12.02 above, the matter Dispute resolution process shall be resolved deemed complete and further resolution of such Dispute shall be barred, without regard to any other limitations period set forth by law or statute. The Parties will cooperate with one another in selecting the Arbitrator within sixty (60) days after Notice of the demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than one hundred eighty (180) days from the date of Notice of the demand. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable Arbitrator, the Arbitrator will be appointed as provided for in California Code of Civil Procedure Section 1281.6. To be qualified as an Arbitrator, each candidate must be a retired judge of a trial court of any state or federal court, or retired justice of any appellate or supreme court. Unless otherwise agreed to by the Parties, the individual acting as the Mediator will be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other panel of neutrals from which the Parties have agreed to select the Mediator. Upon Notice of a Party’s demand for binding arbitration, such Dispute submitted to arbitration, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by binding arbitration before a representative memberthe Arbitrator, selected in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration will be conducted by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, Arbitrator in accordance with the rules and procedures for arbitration of JAMS then in effectcomplex business disputes for the organization with which the Arbitrator is associated. In Absent the event JAMS is unable or unwilling to conduct existence of such arbitration, or has discontinued its businessrules and procedures, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration will be conducted in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAACalifornia Arbitration Act, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure Section 1280 et seq. and California procedural law (including the Code of Civil Procedure, Civil Code, Evidence Code and Rules of Court, but excluding local rules). Any Notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration hereunder shall will be conducted in SacramentoLos Angeles County, California. Also notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless otherwise agreed the Parties agree to by a different arrangement, discovery will be limited as follows: (a) Before discovery commences, the parties.Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The initial disclosure will occur within thirty (30) days after the initial conference with the Arbitrator or at such time as the Arbitrator may order; (c) Discovery may commence at any time after the Parties’ initial disclosure;

Arbitration. All claimsAny controversy, disputes and other matters in question dispute or claim arising out of or relating in any way to this Agreement or the breach other agreements contemplated hereby or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service transactions arising hereunder or mediator as the parties may mutually agree upon. If the parties thereunder that cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by negotiation pursuant to paragraph 23.16.1 above shall be settled exclusively by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration in Hong Kong and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures current Commercial Arbitration Rules of JAMS then in effectthe International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event JAMS is the parties are unable or unwilling to conduct such agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, or has discontinued its business, the parties agree that a representative member, selected by arbitrator may award costs and expenses (including the mutual agreement costs of the partiesarbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) plus interest, to the prevailing party to the extent that in the judgment of the American Arbitration Association ("AAA")arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, presently located except that the arbitrator shall have the power in his or her sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, the arbitration hearing. The arbitrator shall conduct such binding arbitration in accordance with the rules and procedures render his or her award within 90 days of the AAA then in effect. Notice conclusion of the demand arbitration hearing. Notwithstanding anything to the contrary provided in paragraphs 23.16.1 and 23.16.2 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute temporary injunctive or other matter in question would be barred by provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the applicable statute of limitationsstatus quo until such time as the arbitration panel is convened and available to hear such party’s request for temporary relief. Any The award rendered by JAMS or AAA the arbitrator shall be final and binding upon the parties, not subject to judicial review and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment thereon may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedurecompetent jurisdiction. Any arbitration hereunder shall monetary award will be conducted made and payable in Sacramento, California, unless otherwise agreed to by the partiesU.S. dollars free of any tax or other deduction.

Arbitration. All claimsExcept for disputes arising under Section 5 of this Agreement (including, disputes and other matters in question without limitation, any claim for injunctive relief), any controversy, dispute or claim arising out of or relating to this Agreement Agreement, or the its interpretation, application, implementation, breach or interpretation thereof, other than those matters enforcement which the Parties are unable to be determined resolve by the Employer in its sole and absolute discretionmutual agreement, shall be resolved first settled by resort to non-binding mediation with such mediation service submission by either Executive or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission Company of the matter controversy, claim or dispute to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration in San Xxxx, Puerto Rico (unless the Parties agree in writing to a different location), before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, single arbitrator in accordance with the rules and procedures Employment Dispute Resolution Rules of JAMS the American Arbitration Association then in effect. In any such arbitration proceeding the event JAMS is unable or unwilling Parties agree to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected provide all discovery deemed necessary by the mutual agreement of arbitrator. The decision and award made by the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration arbitrator shall be filed in writing with the other party to this Agreement accompanied by a reasoned opinion, and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final final, binding and binding upon the partiesconclusive on all Parties hereto for all purposes, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment may be entered thereon in any court having jurisdiction thereof. The obligation Company will bear the totality of the parties arbitrator’s and administrative fees and costs. Each party shall bear its or his litigation costs and expenses (including, without limitation, legal counsel fees and expenses); provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorneys’ fees and costs. Upon the request of either of the Parties, at any time prior to the beginning of the arbitration hearing the Parties may attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association. The Company will bear the totality of the mediator’s and administrative fees and costs. In any arbitration, neither of the Parties will be entitled to present, maintain or participate in a class, collective or representative complaint, and the arbitrator will have no authority over any of said claims or actions. This covenant to arbitrate pursuant to this clause shall be specifically enforceable in accordance withnot govern claims regarding workers’ compensation under the State Insurance Fund, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstate insurance for temporary disability or unemployment insurance benefits.

Arbitration. All claimsAny controversy, disputes and other matters in question dispute or claim arising out of or relating in any way to this Agreement or the breach other agreements contemplated hereby or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service transactions arising hereunder or mediator as the parties may mutually agree upon. If the parties thereunder that cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration in Hong Kong and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures current Commercial Arbitration Rules of JAMS then in effectthe International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event JAMS is the parties are unable or unwilling to conduct such agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, or has discontinued its business, the parties agree that a representative member, selected by arbitrator may award costs and expenses (including the mutual agreement costs of the partiesarbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in the judgment of the American Arbitration Association ("AAA")arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, presently located except that the arbitrator shall have the power in his or her sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, the arbitration hearing. The arbitrator shall conduct such binding arbitration in accordance with the rules and procedures render his or her award within 90 days of the AAA then in effect. Notice conclusion of the demand arbitration hearing. Notwithstanding anything to the contrary provided in this Section 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute temporary injunctive or other matter in question would be barred by provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the applicable statute of limitationsstatus quo until such time as the arbitration panel is convened and available to hear such party's request for temporary relief. Any The award rendered by JAMS or AAA the arbitrator shall be final and binding upon the parties, not subject to judicial review and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment thereon may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedurecompetent jurisdiction. Any arbitration hereunder shall monetary award will be conducted made and payable in Sacramento, California, unless otherwise agreed to by the partiesU.S. dollars free of any tax or other deduction.

Arbitration. All claims, disputes and A Party desiring arbitration hereunder will give written notice of arbitration to the other matters in question arising out Party containing a concise description of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree uponmatter submitted for arbitration (“Notice of Arbitration”). If the parties cannot agree upon such mediation service or mediator and submit Parties fail to jointly appoint an Arbitrator within fifteen (15) Business Days of the matter to mediation within thirty (30) days receipt of notice the Notice of demand to mediate given Arbitration, an Arbitrator will be designated by a party judge of the Ontario Superior Court of Justice upon application by either Party. The Arbitrator may determine all questions of law, fact and jurisdiction with respect to the other party, dispute or if the matter arbitration (including questions as to whether a dispute is not resolved in a manner satisfactory arbitrable) and all matters of procedure relating to the parties arbitration. The Arbitrator may grant legal and equitable relief (including injunctive relief), award costs (including legal fees and the costs of the arbitration), and award interest. The arbitration will be conducted in English in the City of Toronto (or as otherwise agreed to by the Parties) at such place therein and time as the Arbitrator may fix. The Arbitrator shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change this Agreement in any manner. Unless otherwise agreed by the Parties, the Arbitrator’s written decision will be delivered to each Party within sixty (60) calendar days of submission following the conclusion of the matter to arbitration hearing. Each Party shall bear (and be solely responsible for) its own costs incurred during the mediation service or mediatorarbitration process, then and, unless otherwise provided in that eventthe arbitral award, the matter each Party shall bear (and be resolved by binding arbitration before a representative member, selected by the mutual agreement solely responsible for) its equal share of the parties, costs of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effectarbitrator. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement The decision of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall Arbitrator will be final and binding upon the partiesParties. There will be no appeal from the decision of the Arbitrator to any court, and except on the ground that the conduct of the Arbitrator, or the decision itself, violated the provisions of the Arbitration Act, 1991 (Ontario) or solely on a question of law as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and provided for in such act. Judgment upon any award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The obligation of the parties Submission to arbitrate pursuant to arbitration under this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to Agreement is intended by the partiesParties to preclude any action in matters which may be arbitrated hereunder, save and except for enforcement of any arbitral award.

Arbitration. All claims(a) Any such dispute that is not resolved within ninety (90) days after the date of such request for mediation in accordance with this Article 29 may be referred to and decided by arbitration, except for disputes and based, in whole or in part, on Article 14 (USE OF NAME AND TRADEMARKS) hereof; Article 15 (LIMITED WARRANTY) hereof; Article 18 (PATENT INFRINGEMENT) hereof; Article 19 (INDEMNIFICATION) hereof; the validity of any claim of any patent or patent application within Regents' Patent Rights; or infringement by a party hereto, or a third party, of any claim of any patent within Regents' Patent Rights. Such referral to arbitration shall be made by notifying the other matters party in question arising out writing in accordance with the provisions of or relating to this Agreement or Article 20 (NOTICES) hereof, stating the breach or interpretation thereof, other than those matters which are nature of the dispute to be determined resolved. (b) The arbitration shall be held in San Diego, California, and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect or any successor thereto. None of the arbitrators selected by the Employer in its sole and absolute discretion, parties to conduct such arbitration shall be resolved first by resort to non-binding mediation with such mediation service or mediator as employees of the parties may mutually agree uponparties. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation on mutually satisfactory arbitrators within thirty (30) days of notice Exclusive License Agreement Page 24 of demand to mediate given by a 25 Case No. SD97-026 the request of any party hereto for arbitration hereunder, such arbitrators shall forthwith be appointed pursuant to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the aforesaid rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association Association. The arbitrators shall establish an arbitration timetable resulting in a hearing, within one hundred and twenty ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures 120) days of the AAA original request to arbitrate. (c) The arbitrators as a panel may grant injunctions and any and all other forms of relief in such dispute permitted under the American Arbitration Association rules then in effecteffect or successor thereto; provided, however, that such panel shall not award punitive damages and shall not award costs and expenses, including attorney's fees and expenses. Notice The decision of the demand for arbitration panel shall be filed in writing with final, conclusive and binding on the other party parties to this Agreement such arbitration, and with JAMS (or AAA, if necessary)shall not be appealable. In no event shall The decision of the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA panel shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered enforceable in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescompetent jurisdiction.

Arbitration. All claims, disputes and other matters in question 24.1 Any dispute arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other than those matters which are Party to the dispute. Arbitration shall not apply to any dispute or matter that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, the issues to be determined by arbitrated, the Employer amount or amounts, if any, involved in the dispute, and the remedy sought. Within twenty (20) days from the receipt of such notice, the other Party may submit its sole own written statement of the dispute and absolute discretion, shall may set forth in adequate detail any additional related matters or issues to be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of demand to mediate given by selecting an arbitrator. The Parties may agree upon a party to single arbitrator, but in the other partyevent that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or if has been an officer or employee of either of the matter is not resolved Parties or otherwise interested in a manner satisfactory to the parties within sixty (60) days of submission of the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the mediation service arbitrators with any papers or mediator, then in that eventinformation demanded, the matter arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be resolved governed by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, practices of the American Arbitration Association, or a similar organization if the American Arbitration Association ("AAA"), presently located should not at 000 Xxxxxxxxxx Xxxxxx, the time exist. 24.5 Arbitration proceedings shall be held in San FranciscoImperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall conduct hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not in dispute. 24.6 If there is only one arbitrator, his decision shall be binding arbitration in accordance with and conclusive on the rules Parties. If there are three arbitrators, the decision of any two shall be binding and procedures conclusive. The decision of the AAA then arbitrators shall contain findings regarding the issues involved in effect. Notice the dispute, including the merits of the demand for positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, nor shall the arbitrators make findings or decide issues not in dispute. 24.7 The fees and expenses of the arbitrators shall be shared equally by the Parties, unless the decision of the arbitrators specifies one other apportionment. All other expenses and costs of the arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the applicable statute of limitations. Party incurring such expenses and costs. 24.8 Any decision or award rendered granted by JAMS or AAA the arbitrators shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgement may be entered on it in any court having jurisdiction thereofof competent jurisdiction. The obligation of the parties This agreement to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesenforceable.

Arbitration. All claimsExcept to the extent provided in Section 22.1 above, disputes and other matters in question arising out any controversy of any nature whatsoever, including but not limited to tort claims or relating contract disputes, between the parties to this Agreement or (including their directors, officers, employees, agents, successors and assigns) relating to the formation, execution, interpretation, breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretionenforcement of this Agreement, shall be resolved first by resort submitted to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with its rules then in effect and the rules substantive law of the State of California and the United States. Each of the parties to this Agreement shall appoint one person as an arbitrator to hear and determine such disputes, and if they should be unable to agree, then the two arbitrators shall choose a third arbitrator from a panel made up of experienced arbitrators selected pursuant to the procedures of the AAA then in effectand, once chosen, the third arbitrator's decision shall be final, binding and conclusive upon the parties to this Agreement. Notice The award of the demand for arbitration shall panel may be filed in writing with the other party to this Agreement and with JAMS (confirmed by any state or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution federal court of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assignscompetent jurisdiction, and may be entered challenged only upon the grounds provided in any court having jurisdiction thereofSection 10 of the Federal Arbitration Act, Title 9, United States Code. This agreement to arbitrate shall survive the execution of this Agreement. THE RIGHT TO ARBITRATE IS INTEGRAL TO AND NOT SEVERABLE FROM THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS ARBITRATION AGREEMENT AND KNOWINGLY CONSENT TO ITS CONSEQUENCES, INCLUDING THE WAIVER OF THE RIGHT TO LITIGATE CERTAIN DISPUTES. The obligation expenses of the parties to arbitrate pursuant to this clause shall such arbitration will be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to borne by the parties.losing party or in such proportion as the arbitrators will decide. A material or anticipatory breach of any section of this Agreement will not release either party from the obligations of this Section 22. (SIGNATURE PAGE FOLLOWS)

Arbitration. All claimsThe parties agree that any claim, disputes controversy, or dispute between Employee and other matters in question the Company (including without limitation Company’s affiliates, officers, employees, representatives, or agents) arising out of or relating to this Agreement or Agreement, other than a dispute concerning the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretionthreatened breach of Section 7 of this Agreement, shall be resolved first submitted to and settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, single arbitrator in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, forum of the American Arbitration Association ("“AAA"), presently ”) located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration Broward County in the State of Florida and conducted in accordance with the rules National Rules for the Resolution of Employment Disputes. In such arbitration: (a) the arbitrator shall agree to treat as confidential evidence and procedures other information presented by the parties to the same extent as Confidential Information under this Agreement must be held confidential by the Employee, (b) the arbitrator shall have no authority to amend or modify any of the AAA then terms of this Agreement, and (c) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render their decision. All AAA-imposed costs of said arbitration, including the arbitrator’s fees, if any, shall be borne by Company. All legal fees incurred by the parties in effect. Notice of the demand for connection with such arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the party who incurs them, unless applicable statute statutory authority provides for the award of limitationsattorneys’ fees to the prevailing party and the arbitrator’s decision and award provides for the award of such fees. Any arbitration award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereofmay enter a judgment on the award. The obligation foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by Employee, including without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967, Title VII of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently withCivil Rights Act of 1964, the provisions Americans with Disabilities Act of Title 9 1991, the Equal Pay Act, the Family and Medical Leave Act, or any other federal, state or local laws or regulations pertaining to Employee’s employment or the termination of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesEmployee’s employment.

Arbitration. All claimsExcept as provided in Section 9(e) hereof, disputes and other matters in question the event that there shall be a dispute among the parties arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative membersuch dispute shall be resolved by final and binding arbitration in Newark, selected New Jersey, administered by the mutual agreement of the parties, of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the rules and procedures provisions of the AAA then Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in effecttheir discretion to enforce compliance with discovery and other obligations. Notice of the demand for Such arbitration shall be filed in writing with presided over by a single arbitrator. If the Executive, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within fifteen (15) days after a party to this Agreement requests arbitration, the arbitrator shall be selected by the Executive and with JAMS the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on the list shall be the arbitrator. This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or AAA, if necessary)as soon thereafter as the arbitrator is available. In no event The arbitrator shall the demand for arbitration be made deliver his or her opinion within twenty (20) days after the date when institution completion of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitationsarbitration hearings. Any award rendered by JAMS or AAA The arbitrator’s decision shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered and enforced in any court having of competent jurisdiction thereofby either of the parties. The obligation of arbitrator shall have the parties power to arbitrate grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this clause Agreement, the arbitrator’s fees and expenses shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to shared equally by the parties.

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall Any Dispute that cannot be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with Subsections (a) above may be settled by final and binding arbitration to be conducted by an arbitration tribunal in Boston Massachusetts pursuant to the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("“AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA ”) then in effecteffect (or at any time or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Notice The party initiating arbitration will provide written notice of its intent to submit the demand matter for arbitration. Such notice will contain a statement identifying the claim for arbitration shall be filed in writing with and specifying the initiating party's designated arbitrator. Within twenty (20) days following such notice of arbitration, the other party will appoint its designated arbitrator and provide notice to this Agreement the initiating party. If such party fails to appoint an arbitrator within the applicable 10-day period and with JAMS give timely notice of such appointment to the initiating party, then the arbitration service provider selected by the parties shall select an arbitrator and such selection shall be binding on all parties. The third arbitrator will be selected by the two arbitrators so chosen. Each party shall bear and pay the costs of the arbitrator appointed by (or AAA, if necessary). In no event shall for) it and the demand for arbitration cost of the third arbitrator will be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne and paid equally by the applicable statute parties. Notwithstanding the above, for disputes of limitationsless than $150,000, one arbitrator will be used as agreed by both parties. If both parties fail to agree on one arbitrator, then AAA shall select an arbitrator and such selection shall be binding on all parties. Any award rendered by JAMS or AAA shall be final and binding conclusive upon the parties, parties and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. Each party shall pay for and bear the cost of its own experts, evidence, and counsel's fees. The expenses of the arbitration shall be borne equally by the parties to the arbitration, unless the arbitrator determines that another allocation of such expenses is equitable. Notwithstanding the agreement to arbitrate contained in this Subsection (b), any party may apply to any court having jurisdiction thereof. The obligation of to enforce this Agreement to seek provisional injunctive relief so as to maintain the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, status quo until the provisions of Title 9 of Part 3 of arbitration award is rendered or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless dispute is otherwise agreed to by the partiesresolved.”

Arbitration. All claims(a) Subject to the provisions of the second paragraph of Section 1 and Section 9(b) hereof, disputes any dispute, controversy or claim between an Indemnitee and Archipelago LLC arising out of or relating to or concerning the provisions of this Agreement shall be finally settled by arbitration in Chicago, Illinois before, and in accordance with the rules then obtaining of the American Arbitration Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA. (b) Notwithstanding the provision of Section 9(a) and in addition to its right to submit any dispute or controversy to arbitration, Archipelago LLC may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the State of Illinois, whether or not an arbitration proceeding has theretofore been or is ever initiated, for the purpose of temporarily, preliminarily or permanently enforcing the provisions of this Agreement or to enforce an arbitration award, and, for the purposes of this Section 9(b), each Indemnitee (i) expressly consents to the application of Section 9(c) hereof to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate and (iii) irrevocably appoints the General Counsel of Archipelago LLC, c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as such Indemnitee’s agent for service of process in connection with any such action or proceeding, who shall promptly advise such Indemnitee of any such service of process. (i) Each Indemnitee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in the State of Illinois over any suit, action or proceeding arising out of or relating to or concerning this Agreement that is not otherwise arbitrated according to the provisions of Section 9(a) hereof. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The parties acknowledge that the forum designated by this Section 9(c) has a reasonable relation to this Agreement, and to the parties’ relationship with one another. Notwithstanding the foregoing, nothing herein shall preclude Archipelago LLC from bringing any action or proceeding in any other matters court for the purpose of enforcing the provisions of this Section 9. (ii) The agreement of an Indemnitee as to forum is independent of the law that may be applied in question the action, and each Indemnitee agrees to this forum even if the forum may under applicable law choose to apply non-forum law. Each Indemnitee hereby waives, to the fullest extent permitted by applicable law, any objection which such Indemnitee now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 9(c)(i). The parties undertake not to commence any action arising out of or relating to this Agreement or the breach or interpretation thereof, in any forum other than those matters which are the forum described in this Section 9(c). The parties agree that, to be determined the fullest extent permitted by the Employer applicable law, a final and non-appealable judgment in its sole and absolute discretionany such suit, action or proceeding in any such court shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final conclusive and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

Arbitration. All claimsThe Company and the Executive agree to submit to final ----------- and binding arbitration any and all disputes, disputes claims (whether in tort, in contract, statutory or otherwise) and/or disagreements concerning the interpretation or application of this Agreement; provided, however, that notwithstanding the foregoing, in no event shall any dispute, claim or disagreement arising under Paragraphs 11, 12, 13 and other matters in question arising out of or relating 14 be submitted to arbitration pursuant to this Agreement Paragraph 18 or the breach or interpretation thereofotherwise. Any dispute, other than those matters which are claim and/or disagreement subject to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party arbitration pursuant to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days terms of submission of the matter to the mediation service or mediator, then in that event, the matter this Paragraph 18 shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Commercial Arbitration Rules of the American Arbitration Association or any successor organization (the "AAAAssociation"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA ) then in effect. Notice Arbitration under this provision must be initiated within 30 days of the demand for action, inaction or occurrence about which the party initiating the arbitration shall is complaining. Within ten days of the initiation of an arbitration hereunder, each party will designate an arbitrator pursuant to Rule 14 of the Association's Rules, and within 10 days thereafter the appointed arbitrators will appoint a neutral arbitrator from the panel in the manner prescribed in Rule 13 of the Association's Rules; provided, however, that if the Company and the Executive mutually agree, the arbitration may be filed in writing with conducted by a single arbitrator selected by agreement of the other party to this Agreement Company and with JAMS (or AAA, if necessary)the Executive. In no event shall The Executive and the demand for arbitration be made after Company agree that the date when institution decision of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall arbitrators selected hereunder will be final and binding upon the on both parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate This arbitration provision is expressly made pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently withgoverned by the Federal Arbitration Act, the provisions of Title 9 U.S.C. Sections 1-14. The parties hereto agree that pursuant to Section 9 of Part 3 such Act a judgment of the California Code of Civil Procedure. Any arbitration hereunder any state court located in Xxxxxxxx County, Arkansas, shall be conducted in Sacramento, California, unless otherwise agreed entered upon the award made pursuant to by the partiesarbitration.

Arbitration. All claims, disputes and other Either Party may initiate binding arbitration with respect to the matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter submitted to mediation within thirty by providing Notice in accordance with Section 10.08 of a demand for binding arbitration before a single, neutral arbitrator (30the “Arbitrator”) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission following the unsuccessful conclusion of the matter to mediation provided for in Section 12.02, above. If Notice of arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation service or mediator, then provided for in that eventSection 12.02 above, the matter Dispute resolution process shall be resolved deemed complete and further resolution of such Dispute shall be barred, without regard to any other limitations period set forth by law or statute. The Parties will cooperate with one another in selecting the Arbitrator within sixty (60) days after Notice of the demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than one hundred eighty (180) days from the date of Notice of the demand. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable Arbitrator, the Arbitrator will be appointed as provided for in California Code of Civil Procedure Section 1281.6. To be qualified as an Arbitrator, each candidate must be a retired judge of a trial court of any state or federal court, or retired justice of any appellate or supreme court. Unless otherwise agreed to by the Parties, the individual acting as the Mediator will be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other panel of neutrals from which the Parties have agreed to select the Mediator. Upon Notice of a Party’s demand for binding arbitration, such Dispute submitted to arbitration, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by binding arbitration before a representative memberthe Arbitrator, selected in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration will be conducted by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, Arbitrator in accordance with the rules and procedures for arbitration of JAMS then in effectcomplex business disputes for the organization with which the Arbitrator is associated. In Absent the event JAMS is unable or unwilling to conduct existence of such arbitration, or has discontinued its businessrules and procedures, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration will be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. and California procedural law (including the Code of Civil Procedure, Civil Code, Evidence Code and Rules of Court, but excluding local rules). Notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the AAA then arbitration will be in effectLos Angeles County, California. Notice Also notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, discovery will be limited as follows: (a) Before discovery commences, the Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The initial disclosure will occur within thirty (30) days after the initial conference with the Arbitrator or at such time as the Arbitrator may order; (c) Discovery may commence at any time after the Parties’ initial disclosure; (d) The Parties will not be permitted to propound any interrogatories or requests for admissions; (e) Discovery will be limited to twenty-five (25) document requests (with no subparts), three (3) lay witness depositions, and three (3) expert witness depositions (unless the Arbitrator holds otherwise following a showing by the Party seeking the additional documents or depositions that the documents or depositions are critical for a fair resolution of the demand Dispute or that a Party has improperly withheld documents); (f) Each Party is allowed a maximum of three (3) expert witnesses, excluding rebuttal experts; (g) Within sixty (60) days after the initial disclosure, or at such other time as the Arbitrator may order, the Parties shall exchange a list of all experts upon which they intend to rely at the arbitration proceeding; (h) Within thirty (30) days after the initial expert disclosure, the Parties may designate a maximum of two (2) rebuttal experts; (i) Unless the Parties agree otherwise, all direct testimony will be in form of affidavits or declarations under penalty of perjury; and (j) Each Party shall make available for cross examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Subject to Article Seven, the Arbitrator will have the authority to grant any form of equitable or legal relief a Party might recover in a court action. The Parties acknowledge and agree that irreparable damage would occur if certain provisions of this Agreement are not performed in accordance with the terms of the Agreement, that money damages would not be a sufficient remedy for any breach of these provisions of this Agreement, and that the Parties shall be filed in writing with entitled, without the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution requirement of legal or equitable proceedings based on such claim, dispute posting a bond or other matter in question would be barred by security, to specific performance and injunctive or other equitable relief as a remedy for a breach of Section 2.04(b), 3.01, 3.02, 3.06(h), 3.09 or 10.10 of this Agreement. Judgment on the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereofjurisdiction. The obligation Arbitrator must, in any award, allocate all of the parties costs of the binding arbitration (other than each Party’s individual attorneys’ fees and costs related to arbitrate pursuant the Party’s participation in the arbitration, which fees and costs will be borne by such Party), including the fees of the Arbitrator and any expert witnesses, against the Party who did not prevail. Until such award is made, however, the Parties will share equally in paying the costs of the arbitration. At the conclusion of the arbitration hearing, the Arbitrator shall prepare in writing and provide to this clause shall be specifically enforceable in accordance witheach Party a decision setting forth factual findings, legal analysis, and the reasons on which the Arbitrator’s decision is based. The Arbitrator shall be conducted consistently with, also have the provisions of Title 9 of Part 3 authority to resolve claims or issues in advance of the arbitration hearing that would be appropriate for a California Code superior court judge to resolve in advance of Civil Proceduretrial. Any arbitration hereunder The Arbitrator shall not have the power to commit errors of law or fact, or to commit any abuse of discretion, that would constitute reversible error had the decision been rendered by a California superior court. The Arbitrator’s decision may be conducted in Sacramento, California, unless vacated or corrected on appeal to a California court of competent jurisdiction for such error. Unless otherwise agreed to by the partiesParties, all proceedings before the Arbitrator shall be reported and transcribed by a certified court reporter, with each Party bearing one-half of the court reporter’s fees.

Arbitration. All claims18.1 Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section 9 for which the Company may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in Parsippany, New Jersey, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. 18.2 The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. 18.3 Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. Notwithstanding the foregoing, the Executive shall be entitled to receive reimbursement of all fees and cost incurred by the Executive in connection with any arbitration in the event the Executive is deemed to have prevailed in such arbitration as determined by the arbitrator. 18.4 The parties agree that this Section 18 has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section 18 will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. 18.5 The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claimsIn the event the Parties cannot reach an amicable settlement through the informal dispute resolution process set forth in Article 39.1., the Parties agree that any dispute or issue arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration. The Parties elect to have the any and all disputes be governed in accordance with the International Arbitration Rules of the American Arbitration Association. This agreement to arbitrate shall be binding upon the Parties, their principals, successors, assigns and Affiliates. The dispute shall be decided by a tribunal of three (3) neutral arbitrators. Each Party shall appoint an arbitrator, obtain its appointee’s acceptance of such appointment, and deliver written notification of such appointment and acceptance to the other matters Party within thirty (30) days after delivery of the Notice of Arbitration. The two appointed arbitrators shall jointly appoint the third arbitrator, obtain the appointee’s acceptance of such appointment and notify the Parties in question writing of such appointment and acceptance within thirty (30) days after their appointment and acceptance. The third arbitrator shall serve as the chairperson of the tribunal. The arbitration award shall be based on and accompanied by a written opinion containing findings of fact and conclusions of law. The governing law provision of this Agreement shall apply. After the arbitrators are selected, they shall have sole jurisdiction to hear such applications, except that the Parties agree that any measures ordered by the arbitrator may be immediately and specifically enforced by a court otherwise having jurisdiction over the Parties. The Parties hereto agree that the arbitration award shall be final and binding upon the Parties hereto, and that judgment on the arbitration award may be entered in any court, including as set forth in Article 40.3. or any court in any country worldwide having jurisdiction thereof in order to enforce the arbitration award. Service of process in any action arising out of or relating to this Agreement may be served on any Party to this Agreement anywhere in the world by delivery in person against receipt or the breach by registered or interpretation thereofcertified mail, other than those matters which are return receipt requested, and each Party waives any right to be determined by the Employer in its sole and absolute discretionchallenge such service. THE ARBITRATION TRIBUNAL IS SPECIFICALLY DIVESTED OF ANY POWER TO AWARD ANY DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, OR STATUTORY DAMAGES IN EXCESS OF COMPENSATORY DAMAGES, OR ANY FORM OF DAMAGES IN EXCESS OF COMPENSATORY DAMAGES. The place of arbitration shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San FranciscoLos Angeles, California, shall conduct such binding arbitration in accordance with the rules and procedures United States of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereofAmerica. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramentothe English language. All submissions shall be made in English or with a certified English translation. Witnesses may provide testimony in a language other than English, Californiaprovided that a simultaneous English translation is provided. No Party may institute litigation concerning a dispute or issue relating to this Agreement until the informal dispute resolution process and arbitration has been completed unless, unless otherwise agreed and to the extent that, doing so is necessary to avoid irreparable harm to the initiating Party. To the fullest extent permitted by law, all dispute resolution proceedings shall be maintained in confidence by the partiesParties.

Arbitration. All claims, disputes and other matters in question 24.1 Any dispute arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other than those matters which are Party to the dispute. Arbitration shall not apply to any dispute or matter that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, the issues to be determined by arbitrated, the Employer amount or amounts, if any involved in the dispute, and the remedy sought. Within twenty (20) days from the receipt of such notice, the other Party may submit its sole own written statement of the dispute and absolute discretion, shall may set forth in adequate detail any additional related matters or issues to be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of demand to mediate given by selecting an arbitrator. The Parties may agree upon a party to single arbitrator, but in the other partyevent that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or if has been an officer or employee of either of the matter is not resolved Parties or otherwise interested in a manner satisfactory to the parties within sixty (60) days of submission of the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the mediation service arbitrators with any papers or mediator, then in that eventinformation demanded, the matter arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be resolved governed by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, practices of the American Arbitration Association, or a similar organization if the American Arbitration Association ("AAA"), presently located should not at 000 Xxxxxxxxxx Xxxxxx, the time exist. 24.5 Arbitration proceedings shall be held in San FranciscoImperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall conduct hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not, in dispute. 24.6 If there is only one arbitrator, his decision shall be binding arbitration in accordance with and conclusive on the rules Parties. If there are three arbitrators, the decision of any two shall be binding and procedures conclusive. The decision of the AAA then arbitrators shall contain findings regarding the issues involved in effect. Notice the dispute, including the merits of the demand for positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, nor shall the arbitrators make findings or decide issues not in dispute. 24.7 The fees and expenses of the arbitrators shall be shared equally by the Parties, unless the decision of the arbitrator specifies some other apportionment. All other expenses and costs of the arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the applicable statute of limitations. Party incurring such expenses and costs. 24.8 Any decision or award rendered granted by JAMS or AAA the arbitrators shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgement may be entered on it in any court having jurisdiction thereofof competent jurisdiction. The obligation of the parties This agreement to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesenforceable.

Arbitration. All claimsIn the event of any controversy, disputes and other matters in question dispute or claim arising out of or relating related to this Agreement or Executive’s employment by the breach Employer, the parties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of such dispute. If negotiations in good faith do not result in a settlement of any such controversy, dispute or interpretation thereofclaim, other than those matters which are it shall, except as otherwise provided for herein be finally settled by expedited arbitration conducted by a single arbitrator selected as hereinafter provided (the “Arbitrator”) in accordance with the National Rules of the American Arbitration Association (“National Rules”), subject to the following (the parties hereby agreeing that, notwithstanding the provisions of Rule 1 of the National Rules, in the event that there is a conflict between the provisions of the National Rules and the provisions of this Agreement, the provisions of this Agreement shall control): (a) The Arbitrator shall be determined from a list of names of five impartial arbitrators each of whom shall be an attorney experienced in arbitration matters concerning executive employment disputes, supplied by the AAA chosen by Executive and the Employer each in its sole and absolute discretion, turn striking a name from the list until one name remains (with the Employer being the first to strike a name). (b) The expenses of the arbitration shall be resolved first borne by resort to non-binding mediation the Employer; and the Employer shall bear its own legal fees and expenses and pay, at least monthly, all of Executive’s legal fees and expenses incurred in connection with such mediation service arbitration, except that Executive shall have to reimburse the Employer for his legal fees and expenses if the arbitrator finds that Executive brought an action in bad faith. (c) The Arbitrator shall determine whether and to what extent any party shall be entitled to damages under this Agreement; provided that no party shall be entitled to punitive or mediator as consequential damages (including, in the case of the Employer, any claim for alleged lost profits or other damages that would have been avoided had Executive remained an employee), and each party waives all such rights, if any. (d) The Arbitrator shall not have the power to add to nor modify any of the terms or conditions of this Agreement. The Arbitrator’s decision shall not go beyond what is necessary for the interpretation and application of the provision(s) of this Agreement in respect of the issue before the Arbitrator. The Arbitrator shall not substitute his or her judgment for that of the parties may mutually agree uponin the exercise of rights granted or retained by this Agreement. If The Arbitrator’s award or other permitted remedy, if any, and the decision shall be based upon the issue as drafted and submitted by the respective parties cannot agree upon such mediation service and the relevant and competent evidence adduced at the hearing. (e) The Arbitrator shall have the authority to award any remedy or mediator relief (including provisional remedies and submit the matter to mediation within thirty (30relief) days that a court of notice of demand to mediate given by a party to the other party, competent jurisdiction could order or if the matter is not resolved in a manner satisfactory to the parties grant. The Arbitrator’s written decision shall be rendered within sixty (60) days of submission the closing of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected hearing. The decision reached by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA Arbitrator shall be final and binding upon the partiesparties as to the matter in dispute. To the extent that the relief or remedy granted by the Arbitrator is relief or remedy on which a court could enter judgment, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may a judgment upon the award rendered by the Arbitrator shall be entered in any court having jurisdiction thereof. The obligation thereof (unless in the case of an award of damages, the full amount of the parties to arbitrate pursuant to this clause award is paid within ten (10) days of its determination by the Arbitrator). Otherwise, the award shall be specifically enforceable binding on the parties in accordance withconnection with their continuing performances of this Agreement and, in any subsequent arbitral or judicial proceedings between the parties. (f) The arbitration shall take place in Orange County, New York. (g) The arbitration and all filing, testimony, documents and information relating to or presented during the arbitration proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and in any court proceeding relating to the arbitration, and for no other purpose, and shall be conducted consistently with, deemed to be information subject to the confidentiality provisions of this Agreement. (h) The parties shall continue performing their respective obligations under this Agreement notwithstanding the existence of a dispute while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof. (i) The parties may obtain a pre-hearing exchange of Title 9 information including depositions, interrogatories, production of Part 3 documents, exchange of summaries of testimony or exchange of statements of position, and the Arbitrator shall limit such disclosure to avoid unnecessary burden to the parties and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the California Code dispute. At any oral hearing of Civil Procedureevidence in connection with an arbitration proceeding, each party and its counsel shall have the right to examine its witness and to cross-examine the witnesses of the other party. Any arbitration hereunder No testimony of any witness, or any evidence, shall be conducted introduced by affidavit, except as the parties otherwise agree in Sacramentowriting. (j) Notwithstanding the dispute resolution procedures contained in this Section 14, Californiaeither party may apply to any court sitting in Orange County, unless New York (i) to enforce this agreement to arbitrate, (ii) to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise agreed resolved, (iii) to by confirm any arbitration award, or (iv) to challenge or vacate any final judgment, award or decision of the partiesArbitrator that does not comport with the express provisions of this Section 14.

Arbitration. All claimsThe parties hereto agree that if a Dispute arises between them that is not resolved by good faith negotiation as provided in Section 9.9(A), disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereofthen such Dispute, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty ten (3010) days of days’ prior written notice of demand to mediate given by a from one party to the other partyof its intent to arbitrate (an “Arbitration Notice”), shall be submitted to and settled exclusively by final and binding arbitration in lieu of any judicial proceeding; provided, however, that nothing contained in this Section 9.9 shall preclude any party hereto from at any time seeking or obtaining from a court of competent jurisdiction (a) injunctive relief, or if (b) equitable or other judicial relief to specifically enforce the matter is not resolved provisions hereof or to preserve the status quo ante pending resolution of Disputes hereunder. Subject only to the foregoing, no such Dispute shall be made the subject of an action in a manner satisfactory to the parties within sixty (60) days court of submission of the matter to the mediation service law or mediator, then in that event, the matter equity by any party hereto but shall be resolved by binding submitted to arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, finally determined in accordance with the rules and procedures provisions of JAMS then in effectthis Section 9.9(B). In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected Such arbitration shall be conducted by the mutual agreement of American Arbitration Association in Chicago, Illinois before three (3) arbitrators in accordance with the parties, Commercial Arbitration Rules of the American Arbitration Association ("AAA"), presently located existing at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures date of submission of the AAA then in effect. Notice of Dispute to arbitration; provided, however, the demand for arbitration parties shall be filed entitled to discovery as provided in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code Federal Rules of Civil Procedure. Any If an arbitrator so selected becomes unable to serve, his or her successor shall be similarly selected or appointed. All arbitration hereunder hearings shall be conducted on an expedited schedule commencing not later than one hundred twenty (120) days following selection of the arbitrators, and all proceedings shall be confidential. Any party may at its expense make a stenographic record thereof. Each party shall pay its own expenses and each party shall pay one-half of the costs and expenses of the arbitrators and the American Arbitration Association. Any arbitration award shall be binding and enforceable against the parties hereto and judgment may be entered thereon in Sacramento, California, unless otherwise agreed to by the partiesany court of competent jurisdiction.

Arbitration. All claims1. Any grievance which involves the interpretation or application of this Agreement, disputes and other matters any grievance protesting the discharge of an employee and which remains unsettled after having been fully processed pursuant to the provisions of Article XIX shall, if agreeable to both the Union and the Company, be submitted to arbitration provided such request is made within thirty days after the decision of the Company has been given to the Union pursuant to Article XIX. 2. If, within ten days following the agreement for arbitration of such a grievance, the Company and the Union cannot mutually agree upon an arbitrator, they may jointly request the Federal Mediation and Conciliation Service to submit a panel of seven names from which an arbitrator shall be chosen. Upon receipt of such panel, representatives of the Company and the Union shall strike in question arising out alternate turn one of or relating to this Agreement or the breach or interpretation thereofnames from the panel list until six names have been so struck, other than those matters which are whereupon the arbitrator whose names remains shall be deemed to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, arbitrator selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected A second panel may be requested by the mutual agreement of the parties, . 3. The award of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party an arbitrator so selected upon any grievance so submitted to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA him shall be final and binding upon the partiesall parties to this Agreement. The arbitrator shall have no authority to add to, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered detract from or in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, way alter the provisions of Title 9 this Agreement. In addition, it is specifically agreed that no arbitrator shall have the authority to establish a wage rate or job classification, and that no provisions of Part 3 of this Agreement or other agreements between the California Code of Civil Procedure. Any arbitration hereunder parties shall be conducted subject to arbitration pertaining in Sacramentoany way to the establishment, Californiaadministration, unless otherwise agreed interpretation or application of Insurance, Pension and Income Extension plans in which employees covered by this Agreement are eligible to by participate. The cost of any arbitration shall be borne equally between the partiesCompany and the Union.

Arbitration. All claimsi. Except as provided in Section 18.b. or prohibited by applicable law, disputes and other matters any dispute, claim or controversy arising in question arising out of connection with or relating to this Agreement or the breach otherwise in connection with or interpretation thereofrelating to Employee’s employment with Employer (including any statutory claims), other than those matters which are to be determined by the Employer in its sole Employee’s carried interest participation, Employee’s DRUs and absolute discretion, Employee’s personal coinvestments shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Commercial Arbitration Rules of the American Arbitration Association ("AAA"except as modified herein). No such arbitration proceedings shall be commenced or conducted until at least 60 days after the parties, in good faith, shall have attempted to resolve such dispute by mutual agreement. The parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the other (“Arbitration Notice”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding may commence arbitration in accordance with the rules and procedures of the AAA then in effectproceedings. Notice of the demand for Such arbitration shall be filed in writing with the other conducted before a panel of three arbitrators, one appointed by each party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made within 30 days after the date when institution of legal or equitable proceedings based on such claimthe Arbitration Notice, dispute or other matter in question would be barred and one chosen within 60 days after the date of the Arbitration Notice by the applicable statute two arbitrators appointed by the disputing parties. A court of limitationscompetent jurisdiction presiding over the Arbitration Location shall appoint any arbitrator who has not been appointed within such time periods. Any award rendered by JAMS or AAA shall be final Judgment may include costs and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, attorneys’ fees and may be entered in any court having jurisdiction thereofof competent jurisdiction. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramentothe Arbitration Location or such other location as Employer and Employee may agree, Californiain the English language and all monetary awards shall be in Currency. Arbitration shall be the sole method of resolving disputes not settled by mutual agreement. The determination of the arbitrators shall be final, not subject to appeal, and binding on all parties and may be enforced by appropriate judicial order of any court of competent jurisdiction. The arbitration proceedings contemplated by this Agreement shall be confidential and private to the maximum extent permitted by law, and such confidentiality obligations shall be enforceable by injunction. ii. Notwithstanding the foregoing, in the event of any claim or controversy arising in connection with this Agreement for which the remedy is equitable or injunctive relief, unless otherwise agreed prohibited by law, the aggrieved party shall be entitled to by seek injunctive or other equitable relief from any court of competent jurisdiction, including where necessary: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration; (iii) to seek injunctive relief in the partiescourts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, or to enforce the provisions of Sections 7, 8, 9, 10 and 11 of this Agreement; and (iv) to enforce any decision of the arbitrators, including the final award.

Arbitration. All claimsIf a dispute arises between the parties, disputes then the ----------- parties agree that their respective representatives shall meet and other matters consult in question good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any dispute, controversy, or claim arising out of or relating to this Agreement Agreement, the breach, termination or the breach or interpretation invalidity thereof, or Executive's noncompetition obligations, including claims of tortious interference or other than those matters which are to be determined by tort or statutory claims, and including without limitation any dispute concerning the Employer in its sole and absolute discretionscope of this arbitration clause, shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures Employment Dispute Arbitration Rules of the AAA American Arbitrators Association then in effect. Notice of The judgment on the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrator may be entered in any court having jurisdiction thereof. The obligation arbitration under this Agreement shall be held in Nashville, Tennessee, or at such other place as may be selected by mutual agreement of the parties. The arbitrator shall be mutually acceptable to the parties, or failing agreement, selected pursuant to the Employment Dispute Arbitration Rules of the American Arbitrators Association. The parties intend that the arbitrator shall be independent and impartial. To this end, the arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a prehearing exchange of information by the parties, including without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. No party shall be allowed, however, to take more than one deposition of the opposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be decided by the arbitrator. The arbitrator award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to arbitrate pursuant the laws of the State of Tennessee or, if applicable, federal law. The arbitrator shall have the authority to this clause award any remedy or relief that a federal or state court within the State of Tennessee could order or grant. Any provisional remedy that would be available from a court of law shall be specifically enforceable in accordance withavailable from the arbitrator to the parties, pending the arbitrator's determination of the merits of the parties' dispute. This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction for enforcement of the order, even though the arbitrator may not have rendered a final award. All fees and expenses of the arbitration, including the fees of the arbitrator and the expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall be conducted consistently withpaid by Company. Unless legally required to do so, neither party may disclose the provisions existence, content, or results of Title 9 of Part 3 any arbitration under this Agreement without the prior written consent of the California Code other party, nor may the arbitrator disclose any such information without the consent of Civil Procedureboth parties. Any This provision shall apply to all aspects of the arbitration hereunder shall be conducted in Sacramentoproceeding, Californiaincluding without limitation, unless otherwise agreed to by discovery, testimony, other evidence, briefs, and the partiesaward.

Arbitration. All claims, disputes and other matters in question Any controversy or claim arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other partyarbitration in Southfield, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, Michigan in accordance with the commercial arbitration rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association then in effect. If the arbitrator in that certain arbitration proceeding before the American Arbitration Proceeding (Case No. 54-199-002862) to which Consultant and the Company, among others, are parties (the "AAAProceeding")) is available and willing to serve as arbitrator with respect to any such controversy or claim, presently located at 000 Xxxxxxxxxx Xxxxxxthen he shall be the arbitrator for any such controversy or claim. If the arbitrator in the Proceeding is unavailable or unwilling to so serve, in San Francisco, California, then a single arbitrator shall conduct such binding arbitration be selected in accordance with the commercial arbitration rules and procedures of the AAA then in effectAmerican Arbitration Association. Notice The decision of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA arbitrator shall be final and binding upon the partiesas to any matter submitted to him under this Agreement, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The obligation If the dispute involves the failure of the parties Company to arbitrate issue to Consultant the Shares, then, provided that Consultant prevails in the arbitration proceeding, (i) the Company shall pay all arbitration fees and all of Consultant's reasonable costs and attorneys fees associated with the arbitration of such dispute, and (ii) the measure of damages shall be the highest closing price of the Shares as reported on Nasdaq during the period commencing on the date that Shares were scheduled to be issued to Consultant pursuant to this clause shall Section 4.1 hereof and the date of the arbitration hearing relating to such dispute, unless the Company issues to Consultant on or prior to the one (1) year anniversary of the respective date set forth in Section 4.1 hereof the number of Shares required to be specifically enforceable so issued in accordance withwith such section and such Shares have been the registered under the Securities Act of 1933, and as amended, in which event the agreement regarding the measure of damages set forth in the foregoing clause (ii) shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesnot apply.

Arbitration. All claims(a) In the event that a material dispute relating to this Agreement arises between the parties, disputes good faith discussions and negotiations shall be conducted by a designated management representative of each party to resolve such dispute. If such representatives are unable to resolve the dispute within 10 Business Days after the initial request for negotiations at this level, then the matter shall be referred to the most senior executive officer of each of party, who shall attempt, through good faith negotiations and discussions, to resolve the dispute within five Business Days immediately following such initial 10 Business Day period. If the dispute is not resolved within the aforementioned five Business Day period, then the matter may be submitted for binding arbitration as provided in Section 9.10(b). This Section 9.10(a) shall not apply to or limit the right of a party to seek a temporary restraining order or other matters provisional or permanent remedy to preserve the status quo or to prevent irreparable harm. (b) Except as otherwise provided in question this Agreement, any controversy or claim arising out of or relating to this Agreement Agreement, or the breach or interpretation thereofhereof, other than those matters which are to be determined by the Employer that has not been resolved in its sole and absolute discretion, accordance with Section 9.10(a) shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as arbitration in the parties may mutually agree upon. following manner: (i) If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party intends to commence arbitration to resolve a dispute arising under this Agreement, such party shall provide written notice (the "Arbitration Request") to the other party, or if party of such intention and the matter is not resolved in a manner satisfactory to issues for resolution. Within one Business Day after the parties within sixty (60) days of submission receipt of the matter to the mediation service or mediator, then in that eventArbitration Request, the matter other party may, by written notice, add additional issues for resolution, provided that such issues are eligible for arbitration under this Section 9.10(b). (ii) Arbitration shall be resolved held in the continental US under the CPR Rules for Non-Administered Arbitration. The arbitration shall be conducted by binding arbitration before a representative member, three arbitrators who are knowledgeable in the subject matter at issue in the dispute. One arbitrator will be selected by PGIO, one arbitrator will be selected by IMS, and the third arbitrator will be selected by mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, two arbitrators selected by the mutual agreement parties. Each party shall submit to such arbitrators its proposed ruling and remedy for each issue that is the subject of arbitration. The arbitrators shall, within 15 days after the conclusion of the partiesarbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Any such award and decision shall reflect the proposed ruling and remedy of one of the American Arbitration Association ("AAA")parties as to each disputed issue. The arbitrators shall be authorized to award compensatory damages, presently located at 000 Xxxxxxxxxx Xxxxxxbut shall not be authorized to award non-economic damages or punitive damages, in San Franciscoor to reform, Californiamodify or materially change this Agreement or any other agreements contemplated hereunder. The arbitrators shall also be authorized to grant any temporary, shall conduct such binding arbitration in accordance with preliminary or permanent equitable remedy or relief the rules arbitrators deem just and procedures equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the AAA then in effect. Notice arbitrators shall be the sole and exclusive remedy of the demand parties (except for arbitration shall be filed any other remedies set forth in writing with this Agreement). The arbitrators may proceed to an award, notwithstanding the other failure of either party to this Agreement and with JAMS (or AAA, if necessary)participate in the proceedings. In no event shall Judgment on the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrators may be entered enforced in any court having competent jurisdiction thereof. The obligation , subject only to revocation on grounds of fraud or clear bias on the part of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesarbitrators.

Arbitration. All claimsAny controversy, disputes and other matters in question dispute or claim arising out of or relating in any way to this Agreement or the breach other agreements contemplated hereby or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service transactions arising hereunder or mediator as the parties may mutually agree upon. If the parties thereunder that cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration in Hong Kong and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures current Commercial Arbitration Rules of JAMS then in effectthe International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event JAMS is the parties are unable or unwilling to conduct such agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, or has discontinued its business, the parties agree that a representative member, selected by arbitrator may award costs and expenses (including the mutual agreement costs of the partiesarbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in the judgment of the American Arbitration Association ("AAA")arbitrator it is fair to do so. No pre- arbitration discovery shall be permitted, presently located except that the arbitrator shall have the power in his or her sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, the arbitration hearing. The arbitrator shall conduct such binding arbitration in accordance with the rules and procedures render his or her award within 90 days of the AAA then in effect. Notice conclusion of the demand arbitration hearing. Notwithstanding anything to the contrary provided in this Section 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute temporary injunctive or other matter in question would be barred by provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the applicable statute of limitationsstatus quo until such time as the arbitration panel is convened and available to hear such party's request for temporary relief. Any The award rendered by JAMS or AAA the arbitrator shall be final and binding upon the parties, not subject to judicial review and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment thereon may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedurecompetent jurisdiction. Any arbitration hereunder shall monetary award will be conducted made and payable in Sacramento, California, unless otherwise agreed to by the partiesU.S. dollars free of any tax or other deduction.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which the Company may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New York, New York, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association applicable to employment disputes, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XIV has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XIV will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claims, disputes and other Either Party may initiate binding arbitration with respect to the matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter submitted to mediation within thirty by providing Notice in accordance with Section 10.08 of a demand for binding arbitration before a single, neutral arbitrator (30the “Arbitrator”) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission following the unsuccessful conclusion of the matter to mediation provided for in Section 12.02, above. If Notice of arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation service or mediator, then provided for in that eventSection 12.02 above, the matter Dispute resolution process shall be resolved deemed complete and further resolution of such Dispute shall be barred, without regard to any other limitations period set forth by law or statute. The Parties will cooperate with one another in selecting the Arbitrator within sixty (60) days after Notice of the demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than one hundred eighty (180) days from the date of Notice of the demand. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable Arbitrator, the Arbitrator will be appointed as provided for in California Code of Civil Procedure Section 1281.6. To be qualified as an Arbitrator, each candidate must be a retired judge of a trial court of any state or federal court, or retired justice of any appellate or supreme court. Unless otherwise agreed to by the Parties, the individual acting as the Mediator will be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other panel of neutrals from which the Parties have agreed to select the Mediator. Upon Notice of a Party’s demand for binding arbitration, such Dispute submitted to arbitration, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by binding arbitration before a representative memberthe Arbitrator, selected in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration will be conducted by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, Arbitrator in accordance with the rules and procedures for arbitration of JAMS then in effectcomplex business disputes for the organization with which the Arbitrator is associated. In Absent the event JAMS is unable or unwilling to conduct existence of such arbitration, or has discontinued its businessrules and procedures, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration will be conducted in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAACalifornia Arbitration Act, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure Section 1280 et seq. and California procedural law (including the Code of Civil Procedure, Civil Code, Evidence Code and Rules of Court, but excluding local rules). Any Notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration hereunder shall will be conducted in SacramentoLos Angeles County, California. Also notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, discovery will be limited as follows: (a) Before discovery commences, the Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The initial disclosure will occur within thirty (30) days after the initial conference with the Arbitrator or at such time as the Arbitrator may order; (c) Discovery may commence at any time after the Parties’ initial disclosure; (d) The Parties will not be permitted to propound any interrogatories or requests for admissions; (e) Discovery will be limited to twenty-five (25) document requests (with no subparts), three (3) lay witness depositions, and three (3) expert witness depositions (unless the Arbitrator holds otherwise agreed to following a showing by the parties.Party seeking the additional documents or depositions that the documents or depositions are critical for a fair resolution of the Dispute or that a Party has improperly withheld documents); (f) Each Party is allowed a maximum of three (3) expert witnesses, excluding rebuttal experts;

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effectSection 1. In the event JAMS is unable or unwilling to conduct such arbitrationof any dispute, disagreement, or has discontinued its businessgrievance, the parties agree that a representative membersaid dispute, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration disagreement or grievance shall be filed in writing with the other party to adjusted as follows (disputes, differences, or grievances arising out of assignment of work under this Agreement and with JAMS involving unions not stipulated to the National Joint Board for the Settlement of Jurisdictional Disputes shall be subject to arbitration): a. Between the Business Agent or authorized representative of the Union and the Employer or an authorized representative. b. If the dispute is not settled as provided for above, it is agreed that a Joint Board of Arbitration composed of equal numbers shall be established within three (or AAA3) working days, if necessary). In no event one half (½) of whom shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred appointed by the applicable statute Union and one-half (½) of limitationswhom shall be appointed by the Association, and a decision rendered within five (5) working days. Any award rendered 13 Local 158 Building Agreement c. In the event the Board fails to arrive at a, solution, one additional member shall be chosen by JAMS or AAA the members of the above Board within three days and the dispute shall be decided by this additional member whose decision shall be final and binding binding. This additional member shall be selected from lists supplied by the New York Sate Employment Relations Board. It is agreed that pending the decision upon any dispute or grievance, work shall be continued and there shall be no strikes or lockouts, work stoppages, or slowdowns. The refusal of the partiesEmployer to proceed under this Article shall not abridge the right of the Union to strike. The expenses and fee, if any of the arbitrator shall be borne by the Construction Industry Advancement Program. Section 2. Violations concerning wages, hours, or fringe benefit contributions shall not be subject to the arbitration provisions of this Article. The Health Fund, Pension Fund, S.U.B. Fund, Training Fund, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assignsCentral Pension Fund, and all other Funds identified in this Agreement are not bound by the grievance and arbitration procedure of this Agreement: they may be entered proceed with any and all avenues and remedies they deem appropriate to collect a delinquency or enforce an Employer's obligations. Section 3. Any decision by the Joint Board as provided for in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause Article XV, Section 1-B, for which no penalty is provided shall be specifically enforceable subject to review by an arbitrator as provided for in accordance withArticle XV, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.Section 1-C.

Arbitration. All claims(a) Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters hereof which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given be settled by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the partiesparties hereto (other than with respect to the matters covered by Section VII for which the Company may, of the Judicial Arbitration and Mediation Servicesbut shall not be required to, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected seek injunctive relief) shall be finally settled by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration law) as follows: Any party hereto who is aggrieved shall be filed in writing with deliver a notice to the other party to this Agreement and with JAMS hereto setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New Jersey, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party hereto, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. (b) The decision of the arbitrator on such claim, the points in dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final final, unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. (c) Except as otherwise provided in this Agreement, the arbitrator shall be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator shall be borne equally by each party, and each party shall bear the fees and expenses of its own attorney. (d) The parties hereto agree that this Section XV has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause Agreement, and that this Section XV shall be specifically enforceable grounds for dismissal of any court action commenced by either party hereto with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in accordance withor with respect to such litigation. (e) The parties shall keep confidential, and shall not disclose to any person, except as may be conducted consistently withrequired by law, the provisions existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claims, disputes and other matters in question In the event of any controversy or claim arising out of or relating to this Agreement Agreement, Employee’s employment with the Bank, or the breach breach, termination or interpretation thereofvalidity of this Agreement, other than those matters which are the Parties will attempt in good faith to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with resolve such mediation service controversy or mediator as the parties may mutually agree uponclaim. If the parties canmatter has not agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not been resolved in a manner satisfactory to the parties within sixty (60) days of submission the commencement of the matter to the mediation service or mediatorsuch discussions (which period may be extended by mutual agreement), then in that event, the matter shall be resolved by Parties hereby agree to immediately submit the controversy to binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, for the parties Parties agree that to waive their right to a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effectjury trial. Notice of the demand for The arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred conducted by a single arbitrator mutually agreed upon by the applicable statute Parties. If the Parties cannot agree upon an arbitrator, then each Party shall select an arbitrator who shall select a third arbitrator thereby resulting in any arbitration panel of limitationsthree (3) individuals. Any Judgment upon the award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrator(s) may be entered in any by a court having jurisdiction thereof. All proceedings relating to the Arbitration shall occur in Horry County, South Carolina. The obligation of arbitrator(s) shall have the parties authority to arbitrate pursuant resolve the legal disputes between the Parties, but shall not have the authority to this clause shall be specifically enforceable in accordance withabridge or enlarge the substantive rights or remedies available under existing law, and shall determine the rights and obligations of the Parties according to the substantive and procedural laws of South Carolina. Each of the Parties shall use all reasonable efforts to ensure that any arbitration proceeding is completed within one hundred and twenty (120) days following notice of a request for arbitration. The prevailing Party in any arbitration proceeding shall be conducted consistently withentitled to an award of all reasonable out-of-pocket costs and expenses. Upon request of either Party, (i) the arbitrator(s) may require that the subject arbitration proceedings be kept confidential, and (ii) no party shall disclose or permit the disclosure of any information produced or disclosed in the arbitration proceedings until the award is final. A Party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other urgent or exigent situation, but responsibility for resolution of any disputes shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partieshereof.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which Cendant may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New York, New York, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys' fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claimsIn the event of any dispute under this Agreement, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually hereto desire to avoid litigation. Accordingly, the claimant will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree uponto then submit such dispute to mediation. If the parties cannot agree upon such mediation service or on a mediator, each will select a mediator and submit the matter to two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation within will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) days of notice of demand day period. If such mediation fails to mediate given by a party to resolve the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its businessdispute, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such dispute will be submitted to final and binding arbitration in accordance with the rules and procedures of the AAA then in effectAmerican Arbitration Association. Notice Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the demand expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Northern Virginia. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be filed responsible). If any party fails to participate in writing with mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to this Agreement proceed immediately to arbitration and with JAMS (or AAAthat such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if necessary). In no event shall the demand for non- participating party were participating in the arbitration be made after the date when institution of legal or equitable proceedings based on and that such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA decision shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partieseach party hereto.

Arbitration. All claimsExcept as provided in Section 11(d) hereof, disputes and other matters in question the event that there shall be a dispute among the parties arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative membersuch dispute shall be resolved by final and binding arbitration in Newark, selected New Jersey, administered by the mutual agreement of the parties, of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the rules and procedures provisions of the AAA then Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in effecttheir discretion to enforce compliance with discovery and other obligations. Notice of the demand for Such arbitration shall be filed in writing with presided over by a single arbitrator. If the Executive, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within fifteen (15) days after a party to this Agreement requests arbitration, the arbitrator shall be selected by the Company and with JAMS the Executive from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on the list shall be the arbitrator. This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or AAA, if necessary)as soon thereafter as the arbitrator is available. In no event The arbitrator shall the demand for arbitration be made deliver his or her opinion within twenty (20) days after the date when institution completion of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitationsarbitration hearings. Any award rendered by JAMS or AAA The arbitrator’s decision shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered and enforced in any court having of competent jurisdiction thereofby either of the parties. The obligation of arbitrator shall have the parties power to arbitrate grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this clause Agreement, the arbitrator’s fees and expenses shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to shared equally by the parties.

Arbitration. All claims, disputes and other 9.1 The parties hereto agree that all questions or matters in question arising out of or relating dispute with respect to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort submitted to non-binding mediation arbitration pursuant to the terms hereof. 9.2 It shall be a condition precedent to the right of any party hereto to submit any matter to arbitration pursuant to the provisions hereof that any party intending to refer any matter to arbitration shall have given prior written notice of its intention to do so to the other party together with written particulars of the matte in dispute. On the expiration of 10 days from the date such mediation service or mediator notice is deemed delivered, the party who gave such notice may proceed to refer the dispute to arbitration as provided in paragraph 9.3 hereof. 9.3 The party desiring arbitration shall appoint one arbitrator, and shall notify the parties may mutually other party of such appointment, and the other party shall, within 15 days after such notice is deemed delivered, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within 30 days of the appointment of the last appointed arbitrator, unanimously agree uponon the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the parties cannot agree upon such mediation service or mediator and submit the matter other party shall fail to mediation appoint an arbitrator within thirty (30) 15 days of after notice of demand the appointment of the first arbitrator is deemed delivered, the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties shall be unable to mediate given by a party to agree on the other partyappointment of the chairman, the chairman shall be appointed under the provisions of the Commercial Arbitration Act (British Columbia). Except as specifically otherwise provided in this paragraph, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or if in the matter case where only one arbitrator is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that eventappointed, the matter single arbitrator, shall be resolved by binding arbitration before fix a representative membertime and place in Vancouver, selected by British Columbia for the mutual agreement purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this paragraph. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, parties. The expense of the arbitration shall be paid as specified in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the award. 9.4 The parties agree that the award of a representative member, selected by the mutual agreement majority of the partiesarbitrators, or in the case of a single arbitrator, of the American Arbitration Association ("AAA")such arbitrator, presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation each of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesthem.

Arbitration. All claimsExcept as otherwise provided below, disputes and other matters in question the parties shall attempt to resolve all disputes, controversies, or claims arising under, out of of, or relating to this Agreement or Agreement, including the formation, validity, binding effect, interpretation, performance, breach or interpretation thereoftermination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other than those matters which are to be determined by of the Employer in its sole and absolute discretionDispute, such Dispute shall be resolved first finally settled through binding arbitration under the rules of ADR Services, Inc. then in effect (the “Rules”). Either party may commence the arbitration by resort to non-binding mediation with such mediation service or mediator delivering a request for arbitration as specified in the parties may mutually agree uponRules. The arbitration shall be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree upon such mediation service or mediator and submit on the matter to mediation appointment of a single arbitrator within thirty 30 days (30the “Initial Period”) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other after either party to this Agreement delivers a request for arbitration, a neutral arbitrator shall be selected as provided in the Rules. The arbitration shall be conducted in an expedited manner, exclusively in the English language, at a site specified by Adviser in New York, NY, U.S.A. The award of the arbitrator shall be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators shall require payment of the costs, fees and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred expenses incurred by the applicable statute of limitationsprevailing party in any such arbitration by the non-prevailing party. Any award rendered by JAMS or AAA shall be final and binding Judgment upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and award may be entered in any court or governmental body having jurisdiction thereof. The obligation Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Notwithstanding the foregoing, You agree that the following matters shall not, at the election of the parties Xxxxx, be subject to arbitrate pursuant binding arbitration: (a) any dispute concerning Xxxxx’x, its suppliers’, or its service providers’ IPR; (b) any dispute related to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions or arising from allegations of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescriminal activity; or (c) any claim for injunctive relief.

Arbitration. All claims, disputes and other matters in question arising out of or relating to 17.1 If there shall be any dispute under this Agreement or (excluding that related to the breach or interpretation thereofPrice Disagreement set forth in Article 7), other than those matters which are the regular representatives of the Parties shall use their best efforts to be determined by resolve the Employer matter on an amicable basis and in its sole and absolute discretion, shall be resolved first by resort a manner fair to non-binding mediation with such mediation service or mediator as the parties may mutually agree uponParties. If one Party notifies another Party that a dispute has arisen and the parties cannot agree upon Parties are unable to resolve such mediation service or mediator and submit the matter to mediation dispute within a period of thirty (30) days of notice of demand to mediate given by a party to the other partyfrom such notice, or if then the matter shall be referred to arbitration under Article 17.2 17.2 If a dispute is not resolved in a the manner satisfactory to and within the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then period described in that eventArticle 17.1, the matter dispute shall be resolved referred by binding arbitration before a representative member, selected either Party for final settlement by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures Rules of Arbitration of the AAA then International Chamber of Commerce. One arbitrator appointed in effect. Notice accordance with said Rules shall decide the matters in dispute. 17.3 The place of the demand for arbitration shall be filed in writing with New York City, New York, USA. The costs of arbitration, including reasonable attorneys’ fees, shall be awarded as the other party to this Agreement arbitrator shall equitably determine. The award shall set forth the legal and with JAMS (or AAA, if necessary). In no event shall factual bases therefor. 17.4 The award of the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA arbitrator shall be final and binding upon and not subject to any appeal. Judgment on the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and award may be entered in any court having jurisdiction thereof. The obligation thereof or having jurisdiction over the unsuccessful Party or its assets. 17.5 When adjudicating a dispute or proceeding among the Parties, the arbitrator shall be instructed to first apply the contractual provisions hereof and the mutual intent of the parties Parties as set forth in this Agreement and any Annual Confirmations that are part of such dispute or proceeding. 17.6 If a dispute, controversy or claim other than an issue of material breach is submitted to arbitrate arbitration pursuant to this clause Article 17, the Parties, during the period of such arbitral proceedings and pending the making of an arbitral award, shall be specifically enforceable continue to perform their respective obligations under this Agreement insofar as the circumstances reasonably shall allow without prejudice to a final adjustment in accordance withwith the arbitral award made in respect of that dispute, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescontroversy or claim.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which the Company may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in Parsippany, New Jersey, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claimsExcept as precluded by applicable law, disputes and other matters in question arising any controversy or claim that arises out of or relating relates to this Agreement, or any breach of this Agreement, including, without limitation, any claim that any of this Agreement is invalid, illegal, voidable or void, shall be submitted to arbitration in accordance with the rules of the American Arbitration Association or any similar successor body and judgment upon the award may be entered in any court with jurisdiction thereof. The preceding sentence shall not limit Franchisor's rights or remedies in connection with any action in any court of competent jurisdiction for injunctive or other provisional relief that Franchisor deems necessary or appropriate to compel Franchisee to comply with Franchisee's obligations under this Agreement or to protect the breach or interpretation thereofMarks. Each party shall appoint one arbitrator, other than those matters which are and the two arbitrators so appointed shall agree upon a third arbitrator to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator act as the parties may mutually agree uponchairman. If the parties cannot agree upon such mediation service or mediator and submit the matter a party fails to mediation appoint an arbitrator within thirty (30) days of notice of demand to mediate given by a party from the date upon which the claimant's request for arbitration is communicated to the other partyparty or, or if the matter is not resolved in a manner satisfactory two appointed arbitrators fail to nominate the parties chairman within sixty thirty (6030) days from the date of submission appointment of the matter to the mediation service or mediatorlater appointed arbitrator, then in that event, the matter such arbitrator shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures or successor body. The award of the AAA then in effect. Notice arbitrators shall include an award of reasonable attorneys' fees and costs to the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance withprevailing party, and shall be conducted consistently withfinal. The parties agree to waive their right to any form of appeal, to the provisions of Title 9 of Part 3 greatest extent allowed by law, and to share equally the fees and expenses of the California Code of Civil Procedurearbitrators. Any Unless applicable law requires otherwise, arbitration hereunder shall occur in Los Angeles, California. This arbitration provision shall be conducted in Sacramentoself executing. If a party fails to appear at any properly noticed arbitration proceeding, California, unless otherwise agreed an award may be entered against such party regardless of such failure to by the partiesappear.

Arbitration. All claimsThe parties shall endeavor to settle all disputes by amicable negotiations. Except as otherwise provided herein, disputes and other matters in question arising out of any claim, dispute, disagreement or controversy that arises between the parties relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, that is not amicably settled shall be resolved first by resort arbitration, as follows: (a) Any such arbitration shall be heard in The City of New York, New York, before a panel consisting of one (1) to non-binding mediation with such mediation service or mediator as three (3) arbitrators, each of whom shall be impartial. Upon the written Request of Arbitration of either party hereto to commence arbitration hereunder, the parties may shall attempt to mutually agree upon. If as to the parties cannot agree upon such mediation service or mediator number and submit identity of the matter to mediation arbitrator(s), within thirty (30) days of notice the date of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to such Request. Except as the parties may otherwise agree, all arbitrators (if not selected by the parties hereto within sixty thirty (6030) days of submission of the matter a written Request for Arbitration) shall be appointed pursuant to the mediation service or mediator, then in that event, the matter shall be resolved by binding commercial arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with Association. In determining the rules number and procedures appropriate background of the AAA then in effect. Notice arbitrators, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of the demand for arbitration arbitrators and their identity shall be filed in writing with the other final. (b) An arbitration may be commenced by any party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute service of limitationsa written Request for Arbitration upon the other affected parties. Any Such Request for Arbitration shall summarize the controversy or claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrators may be entered in any court having jurisdiction thereof. The obligation of . (e) It is intended that controversies or claims submitted to arbitration under this Section 9.10 shall remain confidential, and to that end it is agreed by the parties to arbitrate pursuant to this clause that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be specifically enforceable disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in accordance with, and response to legal process or in connection with such arbitration. (f) Any arbitration under this Section 9.10 shall be conducted consistently with, pursuant to the provisions of Title 9 of Part 3 commercial arbitration rules of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesAmerican Arbitration Association.

Arbitration. All claimsI acknowledge and agree that to the fullest extent allowed by law, disputes and other matters except as set forth in question the last paragraph of this section (e), any controversy or claim arising out of or relating to this Agreement my employment or the breach termination of my employment as against the Company or interpretation thereofany of its agents or employees, other than those matters which are to be determined by the Employer in its sole and absolute discretionas against me, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its businessemploying a neutral arbitrator, the parties agree that a representative member, selected and administered by the mutual agreement of the parties, of the American Arbitration Association ("“AAA")”) under its National Rules for the Resolution of Employment Disputes. Such claims shall include, presently located at 000 Xxxxxxxxxx Xxxxxxbut are not limited to, any claims under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, and any other federal, state or local statute, regulation or common law doctrine, including contract or tort, regarding employment discrimination, the terms and conditions of employment or termination of employment. Prior to invoking arbitration, I am required to try and resolve the matter through direct discussion with the board of directors of the Company. The arbitration will be conducted in the city with an AAA office nearest to where I am or was last employed. The parties are each waiving their rights to trial by jury, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effectexchange for arbitration. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any Judgment upon any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and in an arbitration proceeding may be entered in any court having jurisdiction thereof. The obligation of the parties matter. Any controversy or claim subject to arbitrate pursuant to this clause arbitration by either me or the Company shall be specifically enforceable in accordance withdeemed waived, and shall be conducted consistently withforever barred, if arbitration is not initiated within two (2) years after the later of (a) the date the controversy or claim first arose or (b) the date the claim is discovered, or if statutory rights are involved, within the time limit established by the applicable statute of limitations. To the extent statutory claims are asserted, the provisions parties will have the same statutory remedies in arbitration as to those statutory claims as they would otherwise have had if such a claim had been filed in a court of Title 9 of Part 3 law, including, where authorized by statute, compensatory and punitive damages, injunctive relief and attorneys’ fees. The Company will pay all costs of the California Code AAA to administer the arbitration and the costs for the arbitrator. The prevailing party in the arbitration shall be entitled to recover its attorneys’ fees. In any arbitration commenced pursuant to this agreement, depositions may be taken and discovery obtained as provided in the Federal Rules of Civil Procedure, subject to limitation by the arbitrator to a reasonable amount necessary for both parties to be able to present their claims and defenses. Any arbitration hereunder award by the arbitrator(s) shall be conducted in Sacramentoaccompanied by a statement of the factual and legal bases for the award. This agreement to arbitrate shall not apply to claims for workers’ compensation or unemployment compensation or to claims for temporary or preliminary injunctive relief arising out of or related to misappropriation of trade secrets or confidential information, California, unless otherwise agreed to by unfair competition or breach of any non-competition or non-solicitation agreement between me and the partiesCompany.

Arbitration. All claims, Any and all disputes and other matters in question arising out of or relating to this Agreement or the breach breach, termination or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, validity thereof shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, sole arbitrator in accordance with the rules and procedures of JAMS then in effectcurrent CPR Rules for Non-Administered Arbitration. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for The arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred governed by the applicable statute of limitations. Any Federal Arbitration Act, 9 U.S.C. Section 116, and judgment upon the award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrator may be entered in by any court having jurisdiction thereof. The obligation arbitration shall be held in Dallas, Texas and, unless the parties agree otherwise, the arbitrator shall be selected from CPR's panel of neutrals. Either party may demand arbitration by sending to the other party by certified mail a written notice of demand for arbitration, setting forth the matters to be arbitrated. The arbitrator shall have the authority to award only compensatory damages, and neither party shall be entitled to written or deposition discovery from the other. The Company will pay the fees and expenses of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance witharbitrator, as well as any attorneys' fees, expert witness fees, and other expenses to the extent provided in Section 18 hereof. The arbitrator shall be conducted consistently withhave no authority to alter, amend or modify any of the terms and conditions of this Agreement. Before arbitrating the dispute, the provisions of Title 9 of Part 3 of parties, if they so agree, may endeavor to settle the California Code of Civil dispute by mediation under the then current CPR Mediation Procedure. Unless otherwise agreed, the parties will select a mediator from the CPR panel of neutrals. If the mediation is not successfully concluded within thirty (30) days, the dispute will proceed to arbitration as set forth above. Notwithstanding the pendency of any dispute or controversy concerning termination or the effects thereof, the Company will continue to pay the Executive his full compensation in effect immediately before any notice of termination giving rise to the dispute was given and continue him as a participant in all compensation, benefit and insurance plans in which he was then participating, until an award has been entered by the arbitrator. Any arbitration amounts paid hereunder shall be conducted in Sacramento, California, unless otherwise agreed to set off against or reduced by the partiesany other amounts due under this Agreement.

Arbitration. All claimsNotwithstanding anything herein to the contrary, disputes and other matters in question the event that there shall be a dispute among the parties arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative membersuch dispute shall be resolved by final and binding arbitration in New York City, selected New York, administered by the mutual agreement of the parties, of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the rules and procedures provisions of the AAA then Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in effecttheir discretion to enforce compliance with discovery and other obligations. Notice of the demand for Such arbitration shall be filed in writing with presided over by a single arbitrator. If employee, on the one hand, and employer, on the other hand, do not agree on the arbitrator within fifteen (15) days after a party to this Agreement requests arbitration, the arbitrator shall be selected by employer and with JAMS employee from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on the list shall be the arbitrator. This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or AAA, if necessary)as soon thereafter as the arbitrator is available. In no event The arbitrator shall the demand for arbitration be made deliver his or her opinion within twenty (20) days after the date when institution completion of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitationsarbitration hearings. Any award rendered by JAMS or AAA The arbitrator’s decision shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered and enforced in any court having of competent jurisdiction thereofby either of the parties. The obligation of arbitrator shall have the parties power to arbitrate grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this clause Agreement, the arbitrator’s fees and expenses shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to shared equally by the parties.

Arbitration. (a) The Parties shall retain all rights and remedies available to them under law, in equity, or otherwise with respect to any dispute, claim or controversy arising out of, relating to, concerning, involving, or requiring the interpretation of the provisions of Paragraphs 11-12 of this Agreement, and any such dispute, claim or controversy shall not be subject to arbitration under this Paragraph 13 or otherwise. The Parties consent to the exclusive jurisdiction of the state and federal courts located in borough of Manhattan in New York City, New York. (b) All claimsother disputes, disputes and other matters in question claims or controversies arising out of or relating to this Agreement or Executive’s employment with the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, Company shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as confidential arbitration initiated within the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator applicable statute of limitations period and submit the matter to mediation within thirty (30) days of notice of demand to mediate given administered by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, under its National Rules for the Resolution of Employment Disputes in San Francisco, California, shall conduct such binding the form obtaining when the arbitration in accordance with the rules and procedures is initiated. The determination of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA arbitrator shall be final and binding on the Parties and judgment upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The obligation place of arbitration shall be the New York City metropolitan area. (c) The arbitrator shall be selected by mutual agreement of the parties Parties. If the Parties are not able to arbitrate pursuant to this clause agree upon an available arbitrator within seven days of the initiation of the arbitration, the Parties shall obtain from the National Academy of Arbitrators a panel of seven available arbitrators and the arbitrator shall be specifically enforceable selected by each Party striking the name of one arbitrator in accordance withturn, until only one name of an available arbitrator remains. The Party initiating the arbitration shall make the first strike within 48 hours of receiving the panel list and each successive strike shall be conducted consistently with, the provisions of Title 9 of Part 3 made within 48 hours of the California Code previous strike. (d) Consistent with the expedited nature of Civil Procedurearbitration, each Party will, upon written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. All discovery shall be completed within 30 days following the appointment of the arbitrator. (e) The arbitrator may grant any remedy or relief that would be available in a court of law provided, however, that the arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The Parties hereby expressly waive any right to a jury trial and this waiver of a jury trial is absolute under this agreement to arbitrate. (f) Except as may be required by law, neither Party nor an arbitrator may disclose the existence, content, any documents received in discovery, or results of any arbitration hereunder without the prior written consent of both Parties. (g) Unless otherwise determined by the arbitrator, each Party shall be conducted in Sacramento, California, unless otherwise agreed to responsible for its own fees and expenses (including all attorneys’ fees and witness fees) incurred by the partiesParty in the arbitration.

Arbitration. All claims, The Parties recognize the disputes and other as to certain matters in question arising out may from time to time arise during the term of or relating to this Agreement or the breach or interpretation thereof, other than those matters within the purview of the ASC as set out in Section 2.2 which are relate to either Party's rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of such disputes arising under this Agreement in an expedient manner by mutual cooperation and without resorting to arbitration or litigation; except as set forth herein below. The Parties agree that prior to any arbitration concerning this Agreement, they will pursue the same dispute resolution procedures set out in Section 2.2, whereby disputes will be determined by elevated first to a member of CFFTI's senior management and the Employer Company's president or CEO, who will meet and attempt in its sole good faith to resolve any disputes concerning this Agreement, and absolute discretionthereafter any unresolved disputes will be elevated to members of the Parties' respective Boards of Directors, and thereafter, any unresolved disputes will be referred to mediation. Thereafter, in the event a dispute other than matters within the purview of the ASC as set out in Section 2.2 shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation remain unresolved, within thirty (30) days of notice of demand to mediate given a formal request by a party either Party to the other partyother, any Party may, by written notice to the other, have such dispute referred for final and binding arbitration to be conducted in Washington, D.C. if the arbitration is requested by the Company, or in Boston, Massachusetts if the matter arbitration is not resolved in requested by CFFTI, unless the Parties agree otherwise on a manner satisfactory to location. The arbitration will be conducted under the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial current Commercial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Rules of the American Arbitration Association ("AAA"), presently located by three (3) arbitrators who are knowledgeable in the subject matter that is at 000 Xxxxxxxxxx Xxxxxxissue in the dispute. One arbitrator will be selected by CFFTI and one arbitrator will be selected by the Company and the third arbitrator will be appointed by the AAA. In conducting the arbitration, in San Franciscothe arbitrators will determine what discovery will be permitted, California, shall conduct such binding arbitration in accordance consistent with the rules goal of limiting the cost and procedures time which the Parties must expend for discovery (and provided that the arbitrators will permit such discovery they deem necessary to permit an equitable resolution of the AAA then in effectdispute) and will be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or specific performance. Notice The arbitrators will also be able to award actual or general damages (taking into account the agreements of the demand for Parties contained herein) and attorney's fees and expenses and other reasonable costs incurred in by the prevailing Party in such arbitration, and shall give effect to any liquidated damages provisions contained herein in making such award. The arbitrators will not award any other form of damage (e.g., consequential, punitive or exemplary damages). During the course of the arbitration shall neither Party may fail to perform its obligations under this Agreement. The Parties will share equally the arbitrator's fees and expenses pending the resolution of the arbitration unless the arbitrators require the non-prevailing Party to bear all or any portion of the costs of the prevailing Party. The decision of the arbitrators will be filed final and binding and may be enforced by the Party in writing whose favor it runs in any court of competent jurisdiction at the option of such Party. Notwithstanding anything to the contrary in this Section 11.10, either Party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any breach of Article V or Article VII hereof, or otherwise to enforce and protect the patent rights, copyrights, trademarks, or other party to this Agreement and with JAMS (intellectual property rights owned or AAA, if necessary)controlled by such Party. In no event shall the will a demand for arbitration be made after Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. the date when the institution of a legal or equitable proceedings proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

Arbitration. All claims(a) Failing settlement of any grievance under the foregoing procedure the grievance may be submitted to arbitration as hereinafter provided. When either party submits a grievance to arbitration it shall advise the other party in writing within twenty (20) working days of the last step of the grievance procedure and submit a list of not less than three (3) nominees for Arbitrator. If no written request for arbitration is received within twenty (20) working days after the decision is given, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, grievance shall be resolved first deemed to have been abandoned and shall not be the subject of another grievance. Timelines may be extended by resort mutual agreement. (b) Within ten (10) working days thereafter, the other party shall agree to non-binding mediation one of the proposed names or, in the alternative, respond with such mediation service or mediator as the parties may mutually agree uponnot less than three (3) names. If the parties canfail to agree on an Arbitrator as herein required, the Minister of Labour for the Province of Ontario shall have the power to make such appointment upon application thereto by the party invoking the arbitration procedure. (c) The Arbitrator shall not agree upon such mediation service be authorized to make any decision inconsistent with the provisions of this Agreement, nor alter, modify, add to or mediator and submit amend any part of this Agreement. (d) No matter may be submitted to Arbitration which has not been properly carried through the matter to mediation within thirty grievance procedure. (30e) days The proceedings of notice of demand to mediate given the Arbitration will be expedited by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission hereto and the decision of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall Arbitrator will be final and binding upon the partiesparties hereto and the employee or employees concerned. (f) Any grievance involving the interpretation or application, and administration or alleged violation of this Agreement which has been disposed of hereunder, shall not be made the subject of another grievance. (g) At any stage of the grievance procedure, including Arbitration, the parties may have the assistance of the employee (or employees) concerned as applicablea witness, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and all reasonable arrangements will be made to permit the conferring parties or the Arbitrator to have access to any part of the Residence to view any working conditions which may be entered in relevant to the settlement of the grievance, at a reasonable time and so as not to interfere with the function of the Residence. (h) No costs of any court having jurisdiction thereof. The obligation Arbitration shall be awarded to or against any party. (i) Each of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance withhereto will pay their own expenses and share equally the fees and expenses, and shall be conducted consistently withif any, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesArbitrator.

Arbitration. All claims, disputes and other matters in question arising (a) In the event that any grievance or dispute growing out of the interpretation or relating to application of this Agreement or is not settled through the breach or interpretation thereofgrievance procedure of the preceding Section, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties Union may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation request arbitration within thirty (30) days from the last disposition thereof under Step 3 of notice of demand to mediate given by a party Section 1 above. All such requests shall be in writing, addressed to the other party, or if the matter is not resolved in a manner satisfactory County Administrator and to the parties within sixty (60) days of submission Sheriff, and shall state the precise issue to be decided, the specific portions of the matter Agreement which are claimed to have been violated, and the mediation service or mediator, then in that eventbasis on which such violation is claimed. If not so requested within said thirty (30) day period, the matter shall be resolved considered settled on the basis of the last preceding disposition thereof. (b) Not more than one grievance or dispute may be submitted in one arbitration proceeding except by binding arbitration before a representative member, selected by the mutual agreement of the parties. (c) If the parties fail, within ten (10) days from the date the Employer receives such request, to agree upon an impartial arbitrator, the Union may submit the matter and obtain a panel of seven (7) arbitrators from the Federal Mediation and Conciliation Service. The matter may be submitted to one (1) arbitrator chosen by mutual agreement from the panel of seven (7) arbitrators. If the parties are unable to agree upon an arbitrator from this panel, the arbitrator shall be selected by each party alternately striking a name from the panel of arbitrators with the remaining name serving as the arbitrator. (d) After designation of such arbitrator, a hearing shall be held as soon as practicable and the arbitrator shall issue an opinion and award, both in accordance with said rules, which shall be final and binding on the parties and the employees involved. Said award shall be subject to any law or governmental regulation applicable thereto. (e) The fee of the Judicial Arbitration arbitrator, his travel expenses and Mediation Servicesthe cost of any room or facilities shall be borne equally by the parties, Inc. but the fees and wages of representatives, counsel, witnesses or other persons attending the hearing on behalf of either party shall be borne by the party incurring them. ("JAMS")f) The arbitrator shall have no power to add to, presently located at 000 Xxxx Xxxxxxsubtract from or modify, Xxxxx 000any of the terms of this Agreement, xx Xxx Xxxxxxxxxnor to make any recommendations with respect thereto. Neither shall he have power to establish or change any classification or wage rate, Xxxxxxxxxxto rule on any claim arising under an insurance policy or retirement claim or dispute, or to rule on any matter covered by a statute or ordinance. The arbitrator shall have no authority to render a decision that would in any way, directly or indirectly, require the Employer to delegate, alienate or relinquish any powers, duties, responsibilities, obligations or discretions which by law, or which by this Agreement, are reserved to the Employer. Any award of the arbitrator shall not be retroactive more than thirty (30) days prior to the date the grievance was first submitted in writing in accordance with the rules and procedures of JAMS then grievance procedure established in effectthis Agreement. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA The arbitrator's decision shall be final and binding upon the partiesUnion, Employer and as applicableemployees, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties subject to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesapplicable law.

Arbitration. All claimsAny controversy, disputes and other matters in question dispute or claim arising out of of, in connection with or otherwise relating to any provision of this Agreement Agreement, or to the breach breach, termination or interpretation thereofvalidity hereof or any transaction contemplated hereby (any such controversy, other than those matters which are dispute or claim being referred to be determined by the Employer in its sole and absolute discretionas a "DISPUTE"), shall be resolved first finally settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, conducted expeditiously in accordance with the rules and procedures of JAMS Commercial Arbitration Rules then in effect. In force (the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, "AAA RULES") of the American Arbitration Association (the "AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures application of the following additional procedural requirements. A single arbitrator (the "ARBITRATOR") shall be appointed by the AAA then in effect. Notice of to consider such Dispute within five business days after the demand for arbitration is received by the AAA and the respondent in any such proceeding. The Arbitrator shall be filed a certified public accountant or attorney with no less than 15 years' experience in writing with the other party practice of business accountancy or law who shall not have performed any legal services for any of the parties or person controlled by any of the parties for a period of five years prior to this Agreement and with JAMS (or AAA, if necessary). In no event shall the date the demand for arbitration is received by the respondent. The situs for an arbitration pursuant to this Section shall be made after as agreed to by the date when institution parties, failing which it shall be Hillsborough County, Florida. Each party may submit memoranda and other documentation as it or he deems appropriate to aid the formulation of legal the Arbitrator's decision, and request a hearing (which may be conducted in person or equitable proceedings based on telephonically) so as to be able to present oral testimony and argument. A final arbitration decision and award shall be rendered as soon as reasonably possible and, in any event, within 30 business days following appointment of the Arbitrator; PROVIDED, however, that if the Arbitrator determines that fairness so requires, such claim, dispute period may be extended by no more than 30 additional days. The Arbitrator shall have the right and power to shorten the length of any notice periods or other time periods provided in the AAA Rules and to implement Expedited Procedures under the AAA Rules in order to ensure that the arbitration process is completed within the time frames provided herein. The arbitration decision or award shall be reasoned and in writing, and the Arbitrator shall have the right and authority to determine how the decision or award as to each issue and matter in question would dispute may be barred by the applicable statute of limitationsimplemented or enforced. Any decision or award rendered by JAMS or AAA shall be final and binding upon conclusive on the parties; there shall be no appeal therefrom other than for claimed bias, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and fraud or misconduct by the Arbitrator; judgment upon any decision or award may be entered in any court having of competent jurisdiction thereofin the State of Florida or elsewhere; and the parties hereto consent to the application by any party in interest to any court of competent jurisdiction for confirmation or enforcement of such decision or award. The obligation party against whom a decision or award is rendered shall pay the fees of the parties to arbitrate American Arbitration Association. Any arbitration held pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 this Section shall, to the extent not in conflict with the express terms of Part 3 of this Agreement, be governed by the California Code Federal Arbitration Act and the Federal Rules of Civil Procedure. Any All arbitrations commenced pursuant to this Agreement while any other arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to progress shall be consolidated and heard by the Arbitrator. Notwithstanding the foregoing, the Company, at its sole option, shall be entitled to enforce its rights, as contemplated by Section 7a hereof, to injunctive and other equitable relief in the event of a breach of Section 6 hereof or of any material term of a confidentiality or non-competition agreement to which the Company and the Executive shall then be parties, either by arbitration pursuant to this Section 7b or directly in any court of competent jurisdiction.

Arbitration. All claims, disputes and other matters in question Any controversy or claim arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined Executive's employment by the Employer in its sole and absolute discretionunder this Agreement, shall be resolved first settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules Employment Arbitration Rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Mediation Procedures of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred judgment rendered by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrator may be entered in any court having jurisdiction thereofthereover. Provided, however, that nothing in this Section shall be construed as to deny the Employer or the Executive the right and power to seek and obtain injunctive relief in a court of competent jurisdiction for any breach or threatened breach of the covenants in this Agreement. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in SacramentoDallas, CaliforniaTexas, unless otherwise agreed to by the partiesparties thereto. A party hereto shall initiate arbitration by sending written notice of its intention to arbitrate to the other party and to the AAA office located in Dallas, Texas. Parties shall have the same period of time to file claims as provided by the applicable statute of limitation for such claim. Such written notice will contain a description of the dispute and the remedy sought. In the event that the parties have not mutually agreed on an acceptable arbitrator within thirty (30) days after the demand for arbitration is filed, the arbitrator shall be appointed in the manner provided by the AAA's Employment Arbitration Rules and Mediation Procedures. The decision of the arbitrator will be final and binding on the parties hereto and their successors and assignees. Where consistent with applicable law, the arbitrator shall have the authority to order the non-prevailing party to pay the prevailing party's attorney's fees and all costs of the arbitration. The parties will participate in good faith in a non-binding mediation of their dispute at least 60 days prior to the date of the arbitration hearing. The parties shall jointly select the mediator but if they are unable to agree on a mediator, then the arbitrator shall appoint the mediator. The parties hereto intend that this agreement to arbitrate be irrevocable.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those with respect to the matters covered by Section IX for which are to the Company may, but shall not be determined by the Employer in its sole and absolute discretionrequired to, seek injunctive relief) shall be resolved first finally settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration law) as follows: Any party who is aggrieved shall be filed in writing with deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New York, New York, to Jams/Endispute, before a single arbitrator appointed in accordance with the arbitration rules of Jams/Endispute, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys' fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XIX has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause Agreement, and that this Section XIX shall be specifically enforceable grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in accordance withor with respect to such litigation. E. The parties shall keep confidential, and shall not disclose to any person, except as may be conducted consistently withrequired by law, the provisions existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claims(a) The parties agree to negotiate to resolve any dispute between them regarding this Agreement. If such negotiations do not resolve the dispute to the satisfaction of both parties, then the President of Buyer shall meet with the President of Seller and such representatives as either of them may elect to resolve the dispute. This meeting shall be a required prerequisite before either party may seek arbitration for resolution of the dispute. (b) In the event that the parties are unable to resolve such dispute within 30 days after the meeting between the President of Buyer and the President of Seller, then the matter shall be referred to the Los Angeles office of J.A.M.S/ENDDISPUTE for mediation, that is, an informal, non-binding conference or conferences between the parties in which a neutral mediator will seek to guide the parties to a resolution of the dispute. The parties shall agree to the selection of a single mediator from J.A.M.S/ENDDISPUTE, or if they are unable to agree, at the request of the parties, J.A.M.S/ENDDISPUTE will assign a mediator with respect to the dispute. Unless otherwise agreed by the parties, the mediation process will continue for no longer than thirty days, and will terminate if the mediator determines that there is no possibility of resolution of the dispute through mediation. (c) If any disputes and other matters in question remain between the parties following the completion of the two step process set forth above, then all remaining controversies or claims of any nature whatsoever arising out of or relating to this Agreement or connected with the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter disputes shall be resolved by submission to final and binding arbitration before a representative member, selected administered by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, XxxxxxxxxxJ.A.M.S/ENDDISPUTE, in accordance with the rules J.A.M.S/ENDDISPUTE Rules of Practice and procedures of JAMS then in effectProcedure. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that Arbitration may be initiated by a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement by serving the other parties with notice of the nature of any remaining controversies or claims and with JAMS (or AAAa demand for arbitration. Simultaneously, if necessary). In no event the party making the claim shall the file a copy of such notice and demand for arbitration at the Los Angeles, California J.A.M.S/ENDDISPUTE office together with the appropriate filing fee. The arbitrator shall be made selected by the joint agreement of the parties to such dispute, but if they do not so agree within 20 days after the date when institution of legal or equitable proceedings based on the notice referred to above, the parties may request that the Contract Arbitration Administrator at J.A.M.S/ENDDISPUTE furnish a list of three potential arbitrators. Each party shall then be given 10 days to elect to strike one name from the list. If only one person remains, then such claimperson shall be the arbitrator. If both parties strike the same name from the list, dispute or other matter in question would be barred by the applicable statute Contract Arbitration Administrator will appoint one person from the list as the arbitrator of limitationsthe dispute. Any award rendered by JAMS or AAA the arbitrator shall be specifically enforceable by the parties in a court of law and the decision of the arbitrator shall be final and binding upon and there shall be no right of appeal therefrom, except as otherwise provided by applicable law. To the partiesextent that arbitration may not be legally permitted with respect to a dispute hereunder, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant such dispute do not mutually agree to this clause submit such dispute to arbitration, any party may commence a civil action in a court of appropriate jurisdiction to resolve disputes hereunder. Notwithstanding the foregoing arbitration provisions, nothing shall prevent the parties from settling any dispute by mutual agreement at any time. The fees and expenses of such arbitration (including reasonable attorneys' fees) or any action to enforce an arbitration award shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to paid by the partiesparty that does not prevail in such arbitration.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which WEX may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in Boston, Massachusetts, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claimsExcept as is expressly provided in this Agreement, disputes if the parties do not reach a solution pursuant to Section 10.01 within a period of 15 Business Days following the first notification in writing by any party to another party of any dispute, claim, question or difference, then upon written notice by any party to the others, the dispute, claim, question or difference shall be finally settled by arbitration in accordance with the provisions of the Arbitrations Act (Ontario) and other matters any amendments thereto, based upon the following: (a) the arbitration tribunal shall consist of one arbitrator appointed by mutual agreement of the parties, or in question arising out the event of or relating failure to this Agreement or agree within ten (10) Business Days, any party may apply to a judge of the breach or interpretation thereof, other than those matters which are Superior Court of Justice to appoint an arbitrator. The arbitrator shall be qualified by education and training to pass upon the particular matter to be determined by decided; (b) the Employer in its sole and absolute discretion, arbitrator shall be resolved first by resort to non-binding mediation instructed that time is of the essence in proceeding with such mediation service his determination of any dispute, claim, question or mediator as difference and, in any event, the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation arbitration award must be rendered within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of such dispute to arbitration; (c) the matter to arbitration shall take place in Toronto, Ontario; (d) the mediation service or mediator, then in that event, the matter arbitration award shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed given in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon on the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assignssubject only to one appeal to another arbitration tribunal appointed pursuant to subsection 10.02(a), and shall deal with the question of costs of arbitration and all matters related thereto; (e) an appeal to a further arbitration tribunal of an arbitration award shall also be given in writing and shall be final and binding on the parties, not subject to any appeal and shall deal with the question of costs of arbitration and all matters related thereto; and (f) judgment upon the award rendered may be entered in any court Court having jurisdiction thereof. The obligation jurisdiction, or, application may be made to such Court for a judicial recognition of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance withaward or an order of enforcement thereof, and shall be conducted consistently with, as the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescase may be.

Arbitration. All claims, disputes and other matters in question (a) Any claim or controversy arising out of or relating to this Agreement or any breach thereof between Executive and the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, Company shall be resolved first by resort submitted to non-binding mediation in Knoxville, Tennessee, before an experienced employment mediator licensed to practice law in Tennessee and selected in accordance with such mediation service or mediator Rule 31 of the Rules of the Supreme Court of the State of Tennessee, as the parties may mutually agree uponexclusive remedy for such claim or controversy. If the parties cannot agree upon such mediation service or mediator and submit the matter Either party desiring to mediation within thirty (30) days of arbitrate shall give written notice of demand to mediate given by a party to the other party, or if party within a reasonable period of time after the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission party becomes aware of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement need for mediation. The decision of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA mediator shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and binding. Judgment on any award rendered by such mediator may be entered in any court having jurisdiction thereofover the subject matter of the controversy. The obligation prevailing party shall receive an award of costs and expenses related to the mediation, including attorneys' fees. The fees and costs of the parties to arbitrate pursuant to this clause mediator and the cost of any record or transcript of the mediation shall be specifically enforceable borne by the losing party. (b) Should Executive or the Company and/or Parent institute any legal action or administrative proceeding with respect to any claim waived by this Agreement or pursue any dispute or matter covered by this Agreement by any method other than said mediation, the responding party shall be entitled to recover from the other party all damages, costs, expenses and attorneys' fees incurred as a result of such action. (c) Should Executive attempt to challenge the enforceability of this Agreement, as a further limitation on any right to make such a challenge, Executive shall initially submit to the Company the total proceeds provided to him in accordance withconnection with this Agreement plus interest at the standard statutory rate, and invite the Company to retain such monies and agree with Executive to cancel this Agreement. In the event the Company accepts this offer, the Company shall retain such monies and this Agreement shall be conducted consistently withcanceled. In the event the Company does not accept such offer, the provisions of Title 9 of Part 3 Company shall so notify Executive and shall place such monies into an interest-bearing escrow account pending resolution of the California Code of Civil Procedure. Any arbitration hereunder dispute between Executive and the Company and/or Parent as to whether this Agreement shall be conducted in Sacramento, California, unless set aside and/or otherwise agreed to by the partiesrendered unenforceable.

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter Any Dispute that is not resolved as provided in a manner satisfactory to the parties within sixty (60) days Section 13.1.1, whether before or after termination of submission of the matter to the mediation service or mediatorthis Agreement, then in that event, the matter shall will be resolved by final and binding arbitration before a representative member, selected by arbitration. Such Disputes will be finally settled under the mutual agreement of the parties, of the Judicial International Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Rules of the American Arbitration Association ("AAA")the “Rules”) or such other arbitration rules as the Parties may agree upon. Arbitration proceedings will be held in New York, presently located at 000 Xxxxxxxxxx Xxxxxx, New York or in San Francisco, California, shall conduct such binding arbitration in accordance with a place that is mutually agreeable to the rules and procedures Parties. The language of the AAA then proceedings will be English. The decision by the arbitrator(s) will be binding and conclusive upon the Parties, their successors and assigns, and the Parties will comply with such decision in effectgood faith. Notice Each Party hereby submits itself to the jurisdiction of the demand courts of the place where the arbitration is held, but only for the entry of judgment with respect to the decision of the arbitrator hereunder. Notwithstanding the foregoing, judgment upon the award may be entered in any court in the country where the arbitration shall takes place, or any court having jurisdiction over the Parties. The Parties agree that any damages awarded pursuant to any Dispute submitted to arbitration hereunder will be filed limited to compensatory damages and that the arbitrator will in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal have authority to award any special, incidental, consequential or equitable proceedings based on such punitive damages. The arbitrator may award reasonable attorneys’ fees. Whether a claim, dispute Dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations will apply to any Claim or Dispute will also be determined by binding arbitration pursuant to this Section 13.1.2. Any award rendered by JAMS or AAA Nothing in this Agreement shall be final and binding upon limit the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered right of either Party to seek to obtain in any court having of competent jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance withany equitable or interim relief or provisional remedy, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesincluding injunctive relief.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section VIII for which the Company may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New York, New York, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. . C. The obligation legal fees and expenses of the party prevailing in such arbitration (up to a maximum of $118,000), and the fees and expenses of the arbitrator shall be paid by the non-prevailing parties. In the event that neither party prevails, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVI has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVI will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. 18.2.1 The Parties shall attempt to resolve any Arbitrable Dispute promptly by negotiation between representatives who have authority to settle the controversy. Either Party may give the other Party written notice of any Arbitrable Dispute not resolved in the normal course of business. Within thirty (30) Days after delivery of the notice, the receiving Party shall submit to the other a written response. The notice and response shall include (a) a statement of that Party’s position and a summary of arguments supporting that position, and (b) the name and title of that Party’s representative and of any other Person who will accompany the representative. Within thirty (30) Days after delivery of the initial notice, the executives of both Parties shall meet at a mutually acceptable time and place, and thereafter continue to meet as often as they reasonably deem necessary, to use their good faith and reasonable efforts to attempt to resolve the dispute. All claims, disputes and other matters in question arising out of or relating negotiations pursuant to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 18.2.2 If an Arbitrable Dispute has not been resolved first by resort within sixty (60) Days after delivery of the initial notice set forth in Article 18.2.1, or if the Parties failed to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation meet within thirty (30) days Days after delivery of notice of demand such notice, the Parties shall endeavor to mediate given settle the dispute by mediation under the AAA Mediation Procedure then currently in effect. Either Party may ask AAA to select a party to mediator or the other party, or if the matter is Parties may mutually agree on a mediator. 18.2.3 If any Arbitrable Dispute has not been resolved in a manner satisfactory to the parties within sixty (60) days Days after a Party initially asked the AAA to select a mediator pursuant to Article 18.2.2, then, at the request of submission of the matter to the mediation service or mediatoreither Party, then in that event, the matter such Arbitrable Dispute shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling submitted to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules AAA Commercial Arbitration Rules then in effect (the “AAA Rules”). 18.2.4 Except as otherwise provided in Article 5.4 any arbitration hereunder will be conducted before a panel that shall consist of two (2) Party-appointed arbitrators, one (1) appointed by Seller and procedures one (1) appointed by Buyer and a third neutral arbitrator who shall chair the panel. No arbitrator may be a current or former officer, director, employee or consultant of, or other person who has had a business or personal relationship with, a Party or of any of its Affiliates. Each arbitrator must be an attorney licensed in the State of Texas and must have not less than seven (7) years of experience in the U.S. oil and gas industry. The third arbitrator (if applicable) shall be selected as provided in the AAA Rules. 18.2.5 The arbitration shall proceed under the AAA Rules and shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq. If there is any inconsistency between this Article 18 and the AAA Rules or the Federal Arbitration Act, this Article 18 shall control. The arbitrators may, in their discretion, limit or expand discovery in any arbitration proceeding. The arbitrators’ award shall be in writing. The Parties expressly covenant and agree to be bound by the award of the AAA then in effect. Notice arbitrators as a final determination of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the partiesdispute, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and a judgment thereon may be entered in any court having jurisdiction thereofof competent jurisdiction. In rendering an award the arbitrators shall abide by (a) the terms and conditions of this Agreement and (b) the Laws of the State of Texas. The obligation of the parties arbitrators shall not have jurisdiction or authority to arbitrate pursuant to this clause shall be specifically enforceable add to, detract from or alter in accordance with, and shall be conducted consistently with, any way the provisions of Title 9 this Agreement. The arbitrators may award equitable relief, such as specific performance, as well as monetary damages for any Party’s breach of Part 3 such Party’s obligations under this Agreement, but in no event may the arbitrators award punitive damages or any other damages expressly waived in Article 8.10. 18.2.6 The arbitration shall take place in Houston, Texas. 18.2.7 The arbitration panel may apportion the costs of arbitration between the Parties in such manner as it deems reasonable, taking into account the circumstances of the California Arbitrable Dispute, the conduct of the Parties and the result of arbitration. The arbitration panel shall be empowered and directed to enter an award by default against any Party to the arbitration who declines to pay when required by the arbitration panel its share of such fees and costs. In addition, the arbitration panel, shall be entitled to award to a Party such Party’s reasonable attorney’s fees and expert fees, as determined by the arbitration panel considering those factors mentioned in the first sentence of this Article 18.2.7, incurred in connection with such Party’s preparation for and participation in the arbitration. 18.2.8 The arbitrators shall follow the Code of Civil Procedure. Any arbitration hereunder shall be conducted Ethics for Arbitrators in Sacramento, California, unless otherwise agreed to Commercial Disputes approved by the partiesAmerican Bar Association House of Delegates on February 9, 2004 and approved by the Executive Committee of the Board of Directors of the American Arbitration Association. 18.2.9 Notwithstanding the other provisions set forth in this Article 18, a court of competent jurisdiction may issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court. 18.2.10 Before a request to arbitrate under Article 18.2.3 is given or prior to the selection of the arbitrator(s), nothing contained herein shall prevent a Party from applying to a court that would otherwise have jurisdiction for provisional or interim measures. After the arbitrator(s) has been selected, they shall have sole jurisdiction to hear such applications, except that any measures ordered by the arbitrator(s) may be immediately and specifically enforced by a court otherwise having jurisdiction over the Parties.

Arbitration. All claimsdisputes between the Shareholders and/or the Buyer, disputes on the one hand, the Escrow Agent on the other hand, relating to the payment of the Escrow Funds and/or the Escrow Agent’s rights, obligations, and other matters in question liabilities arising out of from or relating related to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by mandatory binding expedited arbitration before a representative member, selected by under the mutual agreement of the parties, of the Judicial Commercial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Rules of the American Arbitration Association ("“AAA")”) in effect as of the date the request for arbitration is filed (the “Rules”) before a single, presently located at 000 Xxxxxxxxxx Xxxxxxneutral arbitrator, selected in accordance with the Rules. Each of the parties may initiate such an arbitration pursuant to the Rules. The arbitration shall be held in San Francisco, CaliforniaCalifornia (such site being herein referred to as the “Forum”). The Buyer, shall conduct the Shareholders, and the Escrow Agent each agree that it will abide by any decision rendered in such binding arbitration, and that any court having jurisdiction may enforce such a decision. Each of the parties hereto submits to the non-exclusive personal jurisdiction of the courts of the Forum as an appropriate place for compelling arbitration or giving legal confirmation of any arbitration award, and irrevocably waives any objection which it may now or hereafter have to the venue of any such enforcement proceeding brought in any of said courts and any claim of inconvenient forum. Each of the parties agrees that service of process for all arbitration proceedings may be made in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, Rules and shall be conducted consistently withdeemed effective as provided therein. Any claim or action of any kind (including, but not limited to, any claims for breach of contract), against the provisions Escrow Agent arising out of Title 9 or connected with this Agreement shall be barred and waived unless asserted by the commencement of Part 3 an arbitration proceeding within 180 days after the accrual of the California Code action or claim,. This limitation shall also apply to claims, which might otherwise be asserted against the Escrow Agent as a “set-off,” credit, cross-complaint, or defense. This section and the forgoing limitation shall survive termination of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesthis Agreement.

Arbitration. All claimsExcept as provided in Section 9.8 hereof, disputes and other matters in question the event that there shall be a dispute among the parties arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative membersuch dispute shall be resolved by final and binding arbitration in Newark, selected New Jersey, administered by the mutual agreement of the parties, of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the rules and procedures provisions of the AAA then Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in effecttheir discretion to enforce compliance with discovery and other obligations. Notice of the demand for Such arbitration shall be filed in writing with presided over by a single arbitrator. If the Executive, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within fifteen (15) days after party to this Agreement requests arbitration, the arbitrator shall be selected by the Executive and with JAMS the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within twenty five (25) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on the list shall be the arbitrator. This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or AAA, if necessary)as soon thereafter as the arbitrator is available. In no event The arbitrator shall the demand for arbitration be made deliver his or her opinion within twenty (20) days after the date when institution completion of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitationsarbitration hearings. Any award rendered by JAMS or AAA The arbitrator’s decision shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered and enforced in any court having of competent jurisdiction thereofby either of the parties. The obligation of arbitrator shall have the parties power to arbitrate pursuant to this clause grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. The arbitrator’s fees and expenses shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to paid by the partiesCompany.

Arbitration. All claimsIf a dispute arises out of or relates to this Xxxx of Sale, disputes 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 matters in question dispute resolution procedure as required by this Section 5. Failing an adequate resolution by mediation, any controversy or claim arising out of or relating to this Agreement Xxxx of Sale or the breach transactions contemplated hereby, including any controversy or interpretation thereof, other than those matters which are claim arising out of or relating to be determined by the Employer in its sole and absolute discretionParties' decision to enter into this Xxxx of Sale, shall be resolved first settled by resort binding arbitration. There shall be one arbitrator to non-binding mediation with such mediation service be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or mediator as the parties may mutually agree uponsuccessor panel, if any). If the parties cannot agree upon such mediation within 45 days after service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be filed appointed by the American Arbitration Association in writing accordance with its rules. Except as specifically provided in this Section 5, the arbitration shall be conducted in accordance with the other party Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in Los Angeles, California. Expenses related to this Agreement the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided in Section 9.15 of the Purchase Agreement. The fees of the arbitrator and with JAMS (or AAAof the American Arbitration Association, if necessary)any, shall be divided equally among the Parties involved in the controversy. In no event shall Judgment upon the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and mandatory relief with respect to performance of obligations hereunder) may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiescompetent jurisdiction.

Arbitration. All claimsIf no settlement is reached in Step 3, disputes and other matters in question arising out the Association may request that the matter be submitted to an arbiter as herein after provided: a. Written notice of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, a request for arbitration shall be resolved first by resort made to non-binding mediation with such mediation service the Superintendent within ten (10) days of receipt of the disposition letter at Step 3. b. Arbitration shall be limited to issue(s) involving the interpretation or mediator as application of specific terms of this Agreement. c. When a timely request has been made for arbitration, the parties may mutually agree uponshall attempt to select an impartial arbiter to hear and decide the particular case. If the parties canare unable to agree to an arbiter within ten (10) days after submission of the written request for arbitration, the provisions of paragraph (d) below, shall apply to the selection of an arbiter. d. In the event an arbiter is not agree agreed upon as provided in paragraph (c), above, the parties shall jointly request the American Arbitration Association to submit a panel of nine (9) arbiters. Such request shall state the issue of the case and ask that the nominees be qualified to handle the type of case involved. When notification of the names of the nine (9) arbiters is received, the parties shall each independently strike from the list those unacceptable arbiters and shall rank, in order of preference, the remaining arbiters. The parties shall then meet and compare their lists. From among the mutually acceptable arbiters, the one with the lowest combined preference number shall be the arbiter. In the event of a tie between two or more arbiters, a single arbiter shall be chosen by lot. In the event there are no mutually acceptable arbiters on the panel, the parties, in turn, shall have the right to strike a name from the panel until only one (1) name remains. The remaining person shall be the arbiter. The right to strike the first name from the panel shall be determined by lot. In the event either party is dissatisfied with the credentials of the arbiters whose names are on the first panel offered by the American Arbitration Association, such mediation service or mediator party can summarily reject that panel and submit insist on a second panel. Selection must be made from the matter second panel. e. Arbitration proceedings shall be in accordance with the following: 1. The arbiter, once appointed, will inform the parties as to mediation the procedures which will be followed. 2. The arbiter shall hear and accept pertinent evidence submitted by both parties and shall be empowered to request, through subpoena if necessary, such data and testimony as the arbiter deems pertinent to the grievance and shall render a decision in writing to both parties within thirty (30) days of notice of demand to mediate given by a party to the other partydays, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the partiesunless mutually extended, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement closing of the parties, of record. 3. The arbiter shall be authorized to rule and issue a decision in writing on the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand issue(s) presented for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA which decision shall be final and binding upon on both parties. 4. The arbiter shall rule only on the basis of information presented in the hearing and shall refuse to receive any information after the hearing except by mutual agreement. 5. Each party to the proceedings may call such witnesses as may be necessary in the order in which their testimony is to be heard. Such testimony shall be limited to the matters set forth in the written statement of grievance. The arguments of the parties may be supported by oral comment and rebuttal. Either or both parties may submit written briefs within a time period mutually agreed upon. Such arguments of the parties, whether oral or written, shall be confined to and as applicable, their respective heirs, beneficiaries, legal directed at the matters set forth in the grievance. 6. Each party shall pay any compensation and expenses relating to its own witnesses or representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. 7. The obligation arbiter shall specify in the award that the District or Association, whichever is ruled against by the arbiter, shall pay the compensation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 arbiter including necessary expenses. 8. The total cost of the California Code of Civil Procedure. Any arbitration hereunder shall stenographic record, if requested, will be conducted in Sacramento, California, unless otherwise agreed to paid by the partiesparty requesting it. If the other party also requests a copy, that party will pay one-half (1/2) of the stenographic cost.

Arbitration. All claimsExcept as provided in Section 13 hereof, disputes and other matters in question the event that there shall be a dispute among the parties arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative membersuch dispute shall be resolved by final and binding arbitration in Newark, selected New Jersey, administered by the mutual agreement of the parties, of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the rules and procedures provisions of the AAA then Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in effecttheir discretion to enforce compliance with discovery and other obligations. Notice of the demand for Such arbitration shall be filed in writing with presided over by a single arbitrator. If the Participant, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within fifteen (15) days after a party to this Agreement requests arbitration, the arbitrator shall be selected by the Participant and with JAMS the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on the list shall be the arbitrator. This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or AAA, if necessary)as soon thereafter as the arbitrator is available. In no event The arbitrator shall the demand for arbitration be made deliver his or her opinion within twenty (20) days after the date when institution completion of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitationsarbitration hearings. Any award rendered by JAMS or AAA The arbitrator’s decision shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered and enforced in any court having of competent jurisdiction thereofby either of the parties. The obligation of arbitrator shall have the parties power to arbitrate grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this clause Agreement, the arbitrator’s fees and expenses shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to shared equally by the parties.

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties canDispute is not agree upon such mediation service or mediator and submit the matter to mediation resolved within thirty (30) 45 days of notice the date of demand to mediate given by a party to the other partyDispute Notice, or if the matter is party receiving the Dispute Notice does not resolved respond in a manner satisfactory writing to the parties Dispute Notice within sixty (60) ten days after receiving the same, or if either party will not meet with the other party within ten days after delivery of submission of the matter such response to the mediation service or mediatorDisputing Party, then in that event, the matter Dispute shall be resolved by a final and binding arbitration before a representative member, selected administered by AAA according to its Rules of Practice and Procedure then in effect and the following procedures: (i) Unless barred by the mutual agreement statute of limitations, either party may initiate the arbitration process by serving, as in a civil action, the other party with notice of the parties, nature of the Judicial Arbitration Dispute and Mediation Services, Inc. a demand for arbitration ("JAMSArbitration Demand"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with which Arbitration Demand shall include a description of the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its businessDispute, the parties agree that a representative member, selected by amount involved and the mutual agreement remedy sought. The Dispute shall be waived and forever barred if on the date of the partiesDispute Notice, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAAClaim, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claimasserted in a civil action, dispute or other matter in question would be barred by the applicable state or federal statute of limitations. (ii) The party commencing the arbitration process shall file a copy of the Arbitration Demand at the regional office of AAA located in the city in which the Company then operates its principal office, together with the appropriate filing fee as provided in AAA's existing fee schedule. (iii) If the responding party desires to file a response or counterclaim, it must do so within 20 days of service of the Arbitration Demand. Failure to file a counterclaim or response will not operate to delay the arbitration proceedings. (iv) After the filing of the Arbitration Demand, response and counterclaim, no further Claims or counterclaims may be made except on motion to the arbitrator. (v) The case shall be submitted to a panel of three (3) arbitrators, of which one arbitrator shall be appointed by each Member and the third arbitrator shall be appointed by the two designated arbitrators. If any designated arbitrator shall die, become incapable of, unwilling to, or unable to serve or proceed with the arbitration, a substitute arbitrator shall be appointed by the person who designated such arbitrator in this Section (c)(v), and such substituted arbitrator shall have all such powers as if he or she had been originally appointed herein. (vi) Should either party refuse or neglect to furnish the arbitrators with any papers or information demanded or in the event that either party shall fail to attend hearings before the arbitrators, the arbitrators are empowered by both parties to proceed ex parte. (vii) The AAA's Arbitration Administrator shall schedule a pre-hearing conference with the parties within 20 days after the date of the Arbitration Demand for the purpose of narrowing the issues, establishing a discovery schedule, arranging an acceptable procedure for any law and motion proceedings and in all respects arranging for the most expeditious hearing possible of the matters in dispute. (viii) Discovery shall be at the discretion of the arbitrator and allowed only upon a showing of good cause utilizing the following guidelines: (A) The arbitrator shall have discretion to order pre-hearing exchange of information, including but not limited to, the production of requested documents and exchanges of summaries of testimony of proposed witnesses; provided, however, that under all circumstances a party shall be entitled to receive from the other party any information or documents that it is entitled to receive or review under this Agreement and the right to receive the same shall not be subject to the arbitrator's discretion. (B) Each party may propound only one interrogatory requesting the names and addresses of the witnesses to be called at the arbitration hearing. (C) On a date to be determined at the pre-hearing conference, each party may serve one request for the production of documents. The documents are to be exchanged within five days of such request. (D) Each party may' depose up to six witnesses. Each deposition must be concluded within four hours and all depositions must be taken within 20 days of the pre-hearing conference. Any party deposing an opponent's expert must pay the expert's fee for attending the deposition. (ix) The arbitration hearing shall commence within 30 days of the pre-hearing conference and shall be conducted in accordance with the following: (A) The parties must file briefs with the arbitrator at least three days before the hearing, specifying the facts each intends to prove and analyzing the applicable law. (B) The parties have the right to representation by legal counsel throughout the arbitration proceedings. (C) Within reasonable limitations, both sides at the hearing may call and examine witnesses for relevant testimony, introduce relevant exhibits or other documents, cross-examine or impeach witnesses who shall have testified orally on any matter relevant to the issues, and otherwise rebut evidence, as long as these rights are exercised in an efficient and expeditious manner. (D) A court reporter shall attend the arbitration proceedings and keep a stenographic record thereof. (E) Any party may request that oral evidence be given under oath. (F) The judicial rules in effect in the State of Delaware for-the conduct of non jury trials, including, but not limited to, the order of proof the conduct of the hearing and the presentation and admissibility of evidence, shall apply in the arbitration proceeding. (x) The issue of whether a Dispute is arbitrable hereunder shall also be subject to arbitration under this Appendix. The arbitrator shall apply the substantive laws of the State of Delaware and the Federal law of the United States to the resolution of each Dispute and to the issue of arbitrability of any Dispute, including, but not limited to, the provisions of North Carolina statutory laws dealing with arbitration and the United States Arbitration Act, 9 U.S.C. § 1-16, as they may exist at the time of the Arbitration Demand, but only insofar as such statutes are not in conflict with this Agreement, and specifically excepting therefrom sections of such statutes dealing with discovery. Judgment upon the award rendered by JAMS the arbitrator may be entered by any court having jurisdiction thereof. (xi) The arbitrator's award shall be made in accordance with the following: (A) The decision shall be based on the evidence introduced at the hearing, including all logical and reasonable inferences therefrom. The arbitrator may grant any remedy or AAA relief that is just and equitable, including, but not limited to, injunctive relief or specific performance. (B) The award must be made in writing and signed by the arbitrator and shall contain a concise statement of the reasons in support of the decision. (C) The award must be mailed promptly to the parties, but no later than 30 days from the closing of the hearing. (D) The award can be judicially enforced. The award shall be final and binding upon and there shall be no direct appeal from the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered award on the grounds of error in any court having jurisdiction thereof. The obligation the application of the parties to arbitrate pursuant to this clause law. (E) The cost of the arbitration, including the fees and expenses of the arbitrator, shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to borne equally by the parties. Each party shall be responsible for all other costs and expenses incurred by such party in connection with the arbitration, including, but not limited to, its attorneys' fees and costs.

Arbitration. All claims, disputes and other matters in question (a) Any dispute arising out of or relating to under this Agreement or otherwise relating to Executive’s employment with NetIQ, including the breach termination of, any condition of, or interpretation thereofbenefit with respect to, other than those matters such employment (“Dispute”), shall be finally resolved by arbitration under the administration of JAMS/Endispute and in accordance with the then-current JAMS/Endispute employment arbitration rules and procedures (“Rules”) in the jurisdiction in which Executive is, or was, employed by NetIQ. Copies of these rules are available at xxxx://xxx.xxxxxxx.xxx, and shall be made available to Executive upon request. Any disputes concerning the enforcement, scope, or applicability of this Section 16 shall in the first instance be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, arbitrator in accordance with the rules Federal Arbitration Act. Should either Executive or NetIQ disregard this Section 16 and procedures of JAMS then initiate an action in effect. In the event JAMS is unable any court or unwilling administrative agency with respect to conduct such arbitration, or has discontinued its businessa Dispute, the parties agree that other party may apply to a representative membercourt of competent jurisdiction to order the matter to arbitration. The prevailing party in any such hearing shall be entitled to recover its reasonable costs and attorneys’ fees incurred in connection therewith. (b) Either Executive or NetIQ may initiate arbitration to resolve a Dispute by delivering to the other party through personal delivery, selected by the mutual agreement certified or registered mail, a written demand for arbitration. The demand shall include a concise statement of the partiesissue(s) to be arbitrated, of along with a statement setting forth the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance relief requested. Along with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration, if Executive is the filing party, he shall submit a check or money order payable to “JAMS/Endispute” in the amount of one hundred twenty dollars ($120) as his portion of the administrative fees of the arbitration. Thereafter, the remaining costs of the arbitration (such as the arbitrator’s fees, costs of a court reporter, and room rental fees, if any), but not the cost of any transcript, shall be filed in writing with paid by NetIQ. Any remaining fees and costs, including, but not limited to, attorneys’ fees shall, subject to any remedy to which the other prevailing party may be entitled under the law, be borne by each party to this Agreement the same extent as that party would be responsible for such fees and with JAMS (or AAA, if necessary)costs were the Dispute litigated in court. In no event shall the Any demand for arbitration by Executive or NetIQ must be made after filed within the date when institution statute or statutes of legal limitation that is or equitable proceedings based are applicable to the claim or claims relating to the Dispute upon which arbitration is sought or required. Any failure to request arbitration within this time frame and according to this Section 16 shall constitute a waiver of all rights to raise any claims in any forum arising out of the Dispute. (c) The arbitrator shall be empowered to award either party any remedy at law or in equity to which the prevailing party would otherwise have been entitled had the Dispute been litigated in court, including, but not limited to, general, special and punitive damages, recoverable costs, attorneys’ fees (where provided by statute or contract) and injunctive relief; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereofremedies. The obligation of the parties arbitrator shall have no jurisdiction to arbitrate pursuant issue any award contrary to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesor inconsistent with law.

Arbitration. All claims(a) Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those with respect to the matters covered by Section VIII of the Employment Agreement for which are to the Company may, but shall not be determined by the Employer in its sole and absolute discretionrequired to, seek injunctive relief) shall be resolved first finally settled by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration law) as follows: Any party who is aggrieved shall be filed in writing with deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New York, New York, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days’ notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. (b) The decision of the arbitrator on such claim, the points in dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final final, unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. (c) Except as otherwise provided in this Agreement, the arbitrator shall be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator shall be borne equally by each party, and each party shall bear the fees and expenses of its own attorney. (d) The parties agree that this Section 10 has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause Agreement, and that this Section 10 shall be specifically enforceable grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in accordance withor with respect to such litigation. (e) The parties shall keep confidential, and shall not disclose to any person, except to their respective counsel and as may be conducted consistently withrequired by law or valid subpoena, the provisions existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramentostatus or resolution thereof, Californiaprovided, unless otherwise agreed however, that the Executive may also disclose such information to by the partieshis immediate family.

Arbitration. All claims, disputes and other matters in question 24.1 Any dispute arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other than those matters which are Party to the dispute. Arbitration shall not apply to any dispute or mater that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, the issues to be determined by arbitrated, the Employer amount or amounts, if any, involved in the dispute, and the remedy sought. Within twenty (20) days from the receipt of such notice, the other Party may submit its sole own written statement of the dispute and absolute discretion, shall may set forth in adequate detail any additional related matters or issues to be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of demand to mediate given by selecting an arbitrator. The Parties may agree upon a party to single arbitrator, but in the other partyevent that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or if has been an officer or employee of either of the matter is not resolved Parties or otherwise interested in a manner satisfactory to the parties within sixty (60) days of submission of the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the mediation service arbitrators with any papers or mediator, then in that eventinformation demanded, the matter arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be resolved governed by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, practices of the American Arbitration Association, or a similar organization if the American Arbitration Association ("AAA"), presently located should not at 000 Xxxxxxxxxx Xxxxxx, the time exist. 24.5 Arbitration proceedings shall be held in San FranciscoImperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall conduct hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not in dispute. 24.6 If there is only one arbitrator, his decision shall be binding arbitration in accordance with and conclusive on the rules Parties. If there are three arbitrators, the decision of any two shall be binding and procedures conclusive. The decision of the AAA then arbitrators shall contain findings regarding the issues involved in effect. Notice the dispute, including the merits of the demand for positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, nor shall the arbitrators make findings or decide issues not in dispute. 24.7 The fees and expenses of the arbitrators shall be shared equally by the Parties, unless the decision of the arbitrators specifies some other apportionment. All other expenses and costs of the arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the applicable statute of limitations. Party incurring such expenses and costs. 24.8 Any decision or award rendered granted by JAMS or AAA the arbitrators shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgement may be entered on it in any court having jurisdiction thereofof competent jurisdiction. The obligation of the parties This agreement to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.enforceable

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which WEX may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a written notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such written notice may be submitted by either party, upon ten (10) days prior written notice to the other party, to arbitration in Portland, Maine, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, National Rules for the Resolution of Employment Disputes, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claim, the points in dispute or other matter in question would will be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the partiesfinal, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assignsbinding, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion his/her fees and expenses as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its or his own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award, or matters covered by Section IX. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions of Title 9 of Part 3 parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation and do hereby consent to the jurisdiction of the California Code appropriate court within the State of Civil Procedure. Any Maine. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of any controversy hereunder, the referral of any such controversy to arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by or the partiesstatus or resolution thereof.

Arbitration. All claims, The Parties recognize the disputes and other as to certain matters in question arising out may from time to time arise during the term of or relating to this Agreement or the breach or interpretation thereof, other than those matters within the purview of the ASC as set out in Section 2.2 which are relate to either Party's rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of such disputes arising under this Agreement in an expedient manner by mutual cooperation and without resorting to arbitration or litigation; except as set forth herein below. The Parties agree that prior to any arbitration concerning this Agreement, they will pursue the same dispute resolution procedures set out in Section 2.2, whereby disputes will be determined by elevated first to a member of CFFTI's senior management and the Employer Company's president or CEO, who will meet and attempt in its sole good faith to resolve any disputes concerning this Agreement, and absolute discretionthereafter any unresolved disputes will be elevated to members of the Parties' respective Boards of Directors, and thereafter, any unresolved disputes will be referred to mediation. Thereafter, in the event a dispute other than matters within the purview of the ASC as set out in Section 2.2 shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation remain unresolved, within thirty (30) days of notice of demand to mediate given a formal request by a party either Party to the other partyother, any Party may, by written notice to the other, have such dispute referred for final and binding arbitration to be conducted in Washington, D.C. if the arbitration is requested by the Company, or in Boston, Massachusetts if the matter arbitration is not resolved in requested by CFFTI, unless the Parties agree otherwise on a manner satisfactory to location. The arbitration will be conducted under the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial current Commercial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Rules of the American Arbitration Association ("AAA"), presently located by three (3) arbitrators who are knowledgeable in the subject matter that is at 000 Xxxxxxxxxx Xxxxxxissue in the dispute. One arbitrator will be selected by CFFTI and one arbitrator will be selected by the Company and the third arbitrator will be appointed by the AAA. In conducting the arbitration, in San Franciscothe arbitrators will determine what discovery will be permitted, California, shall conduct such binding arbitration in accordance consistent with the rules goal of limiting the cost and procedures time which the Parties must expend for discovery (and provided that the arbitrators will permit such discovery they deem necessary to permit an equitable resolution of the AAA then in effectdispute) and will be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or specific performance. Notice The arbitrators will also be able to award actual or general damages (taking into account the agreements of the demand for Parties contained herein) and attorney's fees and expenses and other reasonable costs incurred in by the prevailing Party in such arbitration, and shall give effect to any liquidated damages provisions contained herein in making such award. The arbitrators will not award any other form of damage (e.g., consequential, punitive or exemplary damages). During the course of the arbitration shall neither Party may fail to perform its obligations under this Agreement. The Parties will share equally the arbitrator's fees and expenses pending the resolution of the arbitration unless the arbitrators require the non-prevailing Party to bear all or any portion of the costs of the prevailing Party. The decision of the arbitrators will be filed final and binding and may be enforced by the Party in writing whose favor it runs in any court of competent jurisdiction at the option of such Party. Notwithstanding anything to the contrary in this Section 11.10, either Party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any breach of Article V or Article VII hereof, or otherwise to enforce and protect the patent rights, copyrights, trademarks, or other party to this Agreement and with JAMS (intellectual property rights owned or AAA, if necessary)controlled by such Party. In no event shall the will a demand for arbitration be made after PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY the date when the institution of a legal or equitable proceedings proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which WEX may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in Portland, Maine, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claimsIn order to xxxxxx good government-to­ government relationships and to assure that the Tribe is not unreasonably prevented from commencing a Project and benefiting therefrom, disputes and other matters in question arising out if an agreement with the County is not entered within fifty-five (55) days of the submission of the Final TEIR, or relating to this Agreement such further time as the Tribe or the breach or interpretation thereof, other than those matters which are to be determined by County (for purposes of this Section "the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties parties") may mutually agree uponin writing, any party may demand binding arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association as set forth herein with respect to any remaining disputes arising from, connected with, or related to the negotiation. If The arbitration shall be conducted as follows: Each party shall exchange with each other within five (5) days of the parties cannot agree upon such mediation service or mediator and submit demand for arbitration its last, best written offer made during the matter negotiation pursuant to mediation Section 10.8.8. The arbitrator shall schedule a hearing to be heard within thirty (30) days of notice his or her appointment. The arbitrator shall be limited to awarding only one or the other of demand the two offers submitted, without modification, based upon that proposal which best provides feasible mitigation of Significant Effects on the Off-Reservation Environment and on public safety and most reasonably compensates for public services pursuant to mediate given by Section 10.8.8, without unduly interfering with the principal objectives of the Project or imposing environmental mitigation measures which are different in nature or scale from the type of measures that have been required to mitigate impacts of a party similar scale of other projects in the surrounding area, to the extent there are such other projects. The arbitrator shall take into consideration whether. the final ·TEIR provides the data and information necessary to enable the County to determine both . whether the Project may result in a Significant Effect on the Off-Reservation Environment and whether the proposed measures in mitigation are sufficient to mitigate any such effect. If the respondent does not participate in the arbitration, the arbitrator shall nonetheless conduct the arbitration and issue an award, and the claimant shall submit such evidence as the arbitrator may require therefor. Review of the resulting arbitration award is waived. In order to effectuate this provision, and in the exercise of its sovereignty, the Tribe agrees to waive its right to assert sovereign immunity in connection with the arbitrator'sjurisdiction or in any action to (i) enforce the other party's obligation to arbitrate, (ii) enforce or if confirm any arbitral award rendered in the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that (iii) enforce or execute a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings judgment based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiessaid award.

Arbitration. All claims(a) Subject to compliance with the provisions of clause 5, disputes and except in respect of those provisions of this GS Agreement which provide for their own remedies that would be incompatible with arbitration, or if either Party institutes an urgent action against the other matters in question any court of competent jurisdiction, any dispute arising out from or in connection with this GS Agreement will be finally resolved in accordance with the Rules of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined Arbitration Foundation of Southern Africa (the “Foundation”) by an arbitrator appointed by the Employer in its sole and absolute discretion, Foundation. (b) The arbitrator shall be resolved first by resort to non-binding mediation selected based on the subject matter under dispute in accordance with such mediation service or mediator as the parties may mutually agree upon. following procedure: (i) if the subject in dispute is primarily an accounting matter, then the Arbitrator shall be an independent accountant agreed upon between the Parties; (ii) if the subject in dispute is primarily a legal matter, then the Arbitrator shall be a practicing senior counsel with no less than 10 years standing agreed upon between the Parties; and (iii) if the subject in dispute is any other matter, then the Arbitrator shall be an independent person agreed upon between the Parties. (c) If the parties Parties cannot agree upon such mediation service or mediator and submit a particular arbitrator in accordance with Section 18.7(c) above within seven Business Days after the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that eventarbitration has been demanded, the matter arbitration shall be resolved by binding arbitration before a representative member, selected by the mutual agreement President of the parties, General Council of the Judicial Arbitration and Mediation ServicesBar of South Africa or his/her successors in title, Inc. within seven Business Days after the Parties have failed to agree. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with d) An aggrieved Party may appeal against the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement arbitration award within 10 Business Days after receipt of the parties, arbitration award by lodging a notice of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing appeal with the other party Party. (e) Three practicing senior counsel of at least 15 years standing shall be appointed as chairpersons of the appeal. If the Parties are unable to this Agreement and agree on the chairpersons for the appeal, then Section 18.7(d) shall apply mutatis mutandis with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred changes required by the applicable statute of limitationscontext. Any award rendered by JAMS or AAA The chairpersons shall meet the Parties within seven days after their appointment to determine the procedure for the appeal. (f) The Parties irrevocably agree the arbitration proceedings will be conducted in South Africa. (g) The Parties irrevocably agree that the decision in these arbitration proceedings shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, on them and shall be conducted consistently withcarried into effect as if adopted by an order of any Court of competent jurisdiction. (h) This clause 18.7 will be severable from the rest of this GS Agreement so that it will operate and continue to operate notwithstanding any actual or alleged voidness, the provisions voidability, unenforceability, termination, cancellation, expiry, or accepted repudiation, of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder this GS Agreement. (i) Neither Party shall be conducted entitled to withhold performance of any of their obligations in Sacramentoterms of this GS Agreement pending the settlement of, Californiaor decision in, unless otherwise agreed any dispute arising between the Parties, and each Party shall in such circumstances continue to by the partiescomply with their obligations in terms of this GS Agreement.

Arbitration. All claimsi. Other than for the grounds set forth in the section below labeled “Exceptions to Agreement to Arbitrate”, disputes and other matters in the event of any dispute, claim, question or disagreement arising out of from or relating to this Agreement the Terms or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree uponhereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties cando not agree upon reach such mediation service or mediator and submit the matter to mediation solution within a period of thirty (30) days of days, then, upon notice of demand to mediate given by a either party to the other partyother, such dispute, claim, question or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter disagreement shall be resolved by binding arbitration before a representative memberin Iredell County, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, XxxxxxxxxxNorth Carolina, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Commercial Arbitration Rules of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with subject to the rules and procedures limitations of this Section. This agreement to arbitrate will be specifically enforceable under the AAA then in effectprevailing law of any court having jurisdiction. Notice of the a demand for arbitration shall be filed in writing with the other party to this Agreement hereto and with JAMS (or the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, if necessary). In and in no event shall the any such demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be final and binding upon selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assignsshall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties. ii. The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to the Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition. iii. The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesjurisdiction.

Arbitration. All claimsThe parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and the Executive agree that, disputes with the express exception of any dispute or controversy arising under Sections 11 and other matters in question 12 of this Agreement, any controversy or claim arising out of or in any way relating to the Executive’s employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall, to the fullest extent permitted by applicable law, be submitted to and decided by arbitration in New Jersey, or the breach or interpretation thereof, such other than those matters which are place agreed to be determined by the Employer in its sole and absolute discretion, parties. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law. It is agreed that any arbitration pursuant to this section shall proceed as follows. Any such arbitration shall be resolved first heard by resort to non-binding mediation with such mediation service or mediator a single arbitrator. Except as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that eventotherwise agree, the matter arbitration, including the procedures for the selection of an arbitrator, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, conducted in accordance with the rules and procedures National Rules for the Resolution of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Employment Disputes of the American Arbitration Association ("“AAA"”). To the fullest extent permitted by applicable law, presently located at 000 Xxxxxxxxxx Xxxxxxthe arbitrator, in San Franciscoand not any federal, Californiastate, or local court or agency, shall conduct such binding arbitration in accordance with have exclusive authority to resolve any dispute relating to the rules and procedures enforceability or formation of the AAA then arbitration requirement contained in effectthis Section and the arbitrability of any dispute between the parties. Notice All attorneys’ fees and costs of the demand for arbitration shall in the first instance be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the applicable statute of limitationsrespective party incurring such costs and fees, but the arbitrator shall have the discretion to award costs and/or attorneys’ fees as he or she deems appropriate under the circumstances. Any The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and arbitrator may be entered in any court having jurisdiction thereof. The obligation It is intended that controversies or claims submitted to arbitration under this Section 8 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with such arbitration. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8 or this Agreement shall be construed to prevent the Executive from filing a complaint or charge with the U.S. Equal Employment Opportunity Commission, the New Jersey Division on Civil Rights or any similar federal or state administrative agency. Notwithstanding the foregoing, each of the parties agrees that, prior to arbitrate submitting a dispute under this Agreement to arbitration, the parties agree to submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party mediator under the auspices of JAMS, New York, New York Resolutions Center (or any successor location), pursuant to this clause the procedures of JAMS International Mediation Rules conducted in New Jersey (however, such mediation or obligation to mediate shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 not suspend or otherwise delay any termination or other action of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by Company or affect the partiesCompany’s other rights).

Arbitration. All claimsExcept as otherwise expressly provided herein, disputes and other matters in question any dispute between the Parties arising out of or relating to this Agreement or the breach or interpretation thereof, other than those (including failure to agree on matters which are slated to be determined by the Employer in its sole and absolute discretion, agreement) shall be resolved first determined by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party arbitration pursuant to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Rules of the American Arbitration Association in effect at the time of such arbitration, with the exceptions as hereinafter provided for the method of selecting the arbitrator and the rights to appeal the award of the arbitrator. The request for arbitration shall be in writing, setting forth in detail the claim or claims to be arbitrated, the amount involved, if any, and the remedy sought, which may include, without limitation, an award of damages for breach of this Agreement and a prospective determination of what are permissible mining practices under this Agreement. Such request shall be delivered to the other Party within two ("AAA")2) years of the occurrence or condition giving rise to the dispute. Any failure to request arbitration within such two (2) year period shall be deemed a waiver of the right to arbitrate the dispute. Within fifteen (15) days after the delivery of the request, presently located at 000 Xxxxxxxxxx Xxxxxxthe Parties shall agree upon an arbitrator. If the Parties are unable to agree upon the arbitrator within such fifteen (15) days, the arbitrator, who shall be an expert in San Francisco, Californiathe field of knowledge wherein the controversy lies, shall conduct be selected by the Chief Judge for the United States District Court for North Dakota. The award of the arbitrator may be appealed to any court of competent jurisdiction; in any such binding appeal the court shall accord the award of the arbitrator the status of a verdict of a jury. The existence of a dispute which has or may become the subject of an arbitration shall in no way excuse either Party from performing its obligations under this Agreement, and each of the Parties shall continue to perform in accordance with the rules and procedures terms of the AAA then in effect. Notice Agreement regardless of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution existence of legal or equitable proceedings based on any such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesdispute.

Arbitration. All claimsA. Any controversy, disputes and other matters in question dispute or claim arising out of or relating to this Agreement or the breach or interpretation thereof, hereof which cannot be settled by mutual agreement (other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party respect to the other partymatters covered by Section IX for which Cendant may, or if the matter is but will not resolved in a manner satisfactory to the parties within sixty (60be required to, seek injunctive relief) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall will be resolved finally settled by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of Federal Arbitration Act (or if not applicable, the AAA then in effect. Notice of the demand for applicable state arbitration shall be filed in writing with law) as follows: Any party who is aggrieved will deliver a notice to the other party to this Agreement and with JAMS setting forth the specific points in dispute. Any points remaining in dispute twenty (or AAA, if necessary). In no event shall the demand for arbitration be made 20) days after the date when institution giving of legal or equitable proceedings based such notice may be submitted to arbitration in New York, New York, to the American Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association applicable to employment disputes, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on such claimthe points in dispute will be final, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon the partiesbinding, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. The obligation In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVII has been included to arbitrate pursuant rapidly and inexpensively resolve any disputes between them with respect to this clause shall be specifically enforceable in accordance withAgreement, and shall that this Section XVII will be conducted consistently withgrounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the provisions parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesstatus or resolution thereof.

Arbitration. All claims(a) Any dispute, disputes and other matters in question controversy or claim arising out of or relating to this Agreement Agreement, or the breach breach, termination or interpretation invalidity thereof, other than those matters which are has not been resolved pursuant to be determined by the Employer in its sole and absolute discretion, Sections 20.1 or 20.2 shall be resolved first finally settled by resort to non-binding mediation with such mediation service or mediator as arbitration conducted in the parties may mutually agree uponEnglish language in Boston, Massachusetts under the commercial arbitration rules of the American Arbitration Association. If Each Party shall appoint an arbitrator and the parties two (2) arbitrators so appointed shall jointly appoint a third arbitrator; provided, however, that if they cannot agree upon such mediation service (or mediator and submit the matter if one Party refuses to mediation appoint an arbitrator) within thirty (30) days of notice of demand to mediate given by a party to after the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission initiation of the matter to the mediation service or mediatorarbitration, then in that event, such unappointed arbitrator(s) shall be appointed by the matter American Arbitration Association. Disputes about arbitration procedure shall be resolved by binding arbitration before a representative memberthe arbitrators or failing agreement, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with Association. The arbitrators may proceed to an award notwithstanding the rules and procedures failure of the AAA then other Party to participate in effectthe proceedings. Notice of the demand for arbitration Discovery shall be filed in writing with limited to mutual exchange of documents relevant to the other party to this Agreement and with JAMS (dispute, controversy or AAA, if necessary). In no event claim; depositions shall the demand for arbitration not be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, permitted unless otherwise agreed to by both Parties. (b) The arbitrators shall be authorized to grant interim relief, including to prevent the partiesdestruction of goods or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. The limitations on liability set out in Article 17 shall apply to any award of the arbitrators. Specifically, but without limitation, under no circumstances shall the arbitrators be authorized to award punitive or multiple damages. Any purported award of punitive or multiple damages or of other damages not permitted under Article 17 shall be beyond the arbitrators’ authority, void, and unenforceable. (c) If the dispute subject to such arbitration proceeding arises under Section 13.3(b), the arbitral tribunal shall be directed to first determine whether the applicable Party is entitled to terminate under Section 13.3(b). The arbitral tribunal’s decision on such issue shall be the arbitration award referred to in Section 13.3(b) for the purpose of commencing the Breaching Party’s final right to cure during the Additional Cure Period. The same tribunal shall then continue such proceeding for the purpose of determining all damages and other remedies, including a monetary amount to compensate the Notifying Party for all damages and other losses incurred or suffered as a result of a material breach and any failure to cure such breach while dispute resolution proceeding is pending and the Additional Cure Period (subject to the limitations of Article 17).

Arbitration. All claims, disputes and other matters in question 24.1 Any dispute arising out of or relating to this Agreement Agreement, or the breach or interpretation thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other than those matters which are Party to the dispute. Arbitration shall not apply to any dispute or matter that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, the issues to be determined by arbitrated, the Employer amount or amounts, if any, involved in the dispute, and the remedy sought. Within twenty (20) days from the receipt of such notice, the other Party may submit its sole own written statement of the dispute and absolute discretion, shall may set forth in adequate detail any additional related matters or issues to be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of demand to mediate given by selecting an arbitrator. The Parties may agree upon a party to single arbitrator, but in the other partyevent that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or if has been an officer or employee of either of the matter is not resolved Parties or otherwise interested in a manner satisfactory to the parties within sixty (60) days of submission of the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the mediation service arbitrators with any papers or mediator, then in that eventinformation demanded, the matter arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be resolved governed by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, practices of the American Arbitration Association, or a similar organization if the American Arbitration Association ("AAA"), presently located should not at 000 Xxxxxxxxxx Xxxxxx, the time exist. 24.5 Arbitration proceedings shall be held in San FranciscoImperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall conduct hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not in dispute. 24.6 If there is only one arbitrator, his decision shall be binding arbitration in accordance with and conclusive on the rules Parties. If there are three arbitrators, the decision of any two shall be binding and procedures conclusive. The decision of the AAA then arbitrators shall contain findings regarding the issues involved in effect. Notice the dispute, including the merits of the demand for positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, nor shall the arbitrators make findings or decide issues not in dispute. 24.7 The fees and expenses of the arbitrators shall be shared equally by the Parties, unless the decision of the arbitrators specifies some other apportionment. All other expenses and costs of the arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred borne by the applicable statute of limitations. Party incurring such expenses and costs. 24.8 Any decision or award rendered granted by JAMS or AAA the arbitrators shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgement may be entered on it in any court having jurisdiction thereofof competent jurisdiction. The obligation of the parties This agreement to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesenforceable.

Arbitration. All claims, disputes and other matters in question Any dispute between the parties hereto arising out of or relating to this Agreement Agreement, or the breach breach, termination or interpretation validity thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort arbitration. The arbitration shall be administered by the International Chamber of Commerce (the “ICC”) in accordance with its commercial arbitration rules then in effect (the “Rules”). The place of arbitration shall be Hong Kong, Special Administrative Region. The number of arbitrators shall be three. The parties to nonthe dispute shall each appoint one arbitrator, and the two party-binding mediation appointed arbitrators shall endeavor promptly to appoint the chairperson of the arbitral tribunal. To the extent reasonably feasible, the chairperson and each other arbitrator shall be or shall have been a judge, executive or professional with such mediation service or mediator as extensive experience with international commercial transactions who shall be willing to apply the parties may mutually agree uponlaws of the State of New York to the substance of the dispute. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a either party to the other partydispute fails to appoint an arbitrator within thirty days after receipt by respondent(s) of the demand for arbitration, or if the matter is not resolved in a manner satisfactory two party-appointed arbitrators are unable to appoint the parties chairperson of the arbitral tribunal within sixty (60) thirty days of submission the appointment of the matter to the mediation service or mediatorsecond arbitrator, then in that eventthe ICC shall appoint such arbitrator or the chairperson, as the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxxcase may be, in accordance with the rules listing, ranking and procedures striking provisions of JAMS then the rules. The arbitrators shall apply the law of the State of New York to the substance of the dispute and the arbitration proceedings shall be conducted in effectEnglish. The arbitrators shall not award punitive, exemplary, multiple or consequential damages. In the event JAMS is unable or unwilling to conduct such arbitrationabsence of fraud, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules any decision and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA the arbitrators shall be final and binding upon the on all parties, and shall not be subject to appeal except as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, provided by law and may be entered and enforced in any court having jurisdiction thereofjurisdiction. The obligation parties hereby consent to the exclusive jurisdiction of (i) the Supreme Court of the State of New York and the United States District Court for the Southern District of New York, and (ii) courts with appropriate jurisdiction to hear such matters in Hong Kong, Special Administrative Region, for temporary injunctive or other relief in aid of arbitration or to prevent irreparable harm and to the non-exclusive jurisdiction of such courts for enforcement of any award by the arbitrators. Without prejudice to such provisional remedies as may be available under the jurisdiction of such courts, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance withrequest that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. Each party shall be conducted consistently with, the provisions of Title 9 of Part 3 bear its own arbitration expenses and one-half of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, CaliforniaICC’s and the chairperson’s fees and expenses, unless otherwise agreed to the arbitrators determine that it would be equitable if all or a portion of the prevailing party’s expenses should be borne by the partiesother party.

Arbitration. All claimsExcept as set forth in Section 8.3, disputes and other matters in question arising out of the event there shall exist any dispute or relating controversy with respect to this Agreement or any matter relating hereto or the breach or interpretation thereoftransactions contemplated hereby, other than those matters which are including, but not limited to be determined by the Employer in its sole and absolute discretionArticle 5, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually hereto agree uponto seek to resolve such dispute or controversy by mutual agreement. If the parties cannot agree upon hereto are unable to resolve such mediation service dispute or mediator controversy by agreement within 60 days following notice by any party hereto of the nature of such dispute or controversy setting forth in reasonable detail the circumstances and submit the matter to mediation within thirty (30) days basis of notice of demand to mediate given by a party to the other partysuch dispute or controversy, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service agree that such dispute or mediator, then in that event, the matter shall controversy be resolved by binding arbitration before a representative member, selected by pursuant to the mutual agreement provisions of the parties, of the Judicial Arbitration this Section 8.4 and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, current Commercial Arbitration Rules of the American Arbitration Association ("AAA")Association. All arbitration proceedings shall be held in Chicago, presently located at 000 Xxxxxxxxxx XxxxxxIllinois. If a party elects to submit such matter to arbitration, such party shall provide notice to the other party of its election to do so, which notice shall name one arbitrator. Within 10 days after the receipt of such notice, the other party shall provide written notice to the electing party naming a second arbitrator. The two arbitrators so appointed shall name a third arbitrator, or failing to do so, a third arbitrator shall be appointed pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each arbitrator selected to act hereunder shall be qualified by education and experience to pass on the particular question in San Francisco, California, dispute and shall conduct such binding arbitration be independent and not affiliated with any of the parties hereto. The arbitrators shall resolve all disputes in controversy in accordance with the rules Texas substantive law. All statutes of limitations that would otherwise be applicable shall apply to any arbitration proceeding. The arbitrators appointed pursuant to this Section 8.4 shall promptly hear and procedures determine (after due notice and hearing and giving the parties reasonable opportunity to be heard) the questions submitted, and shall render their decision within 60 days after appointment of the AAA then third arbitrator or as soon as practical thereafter. If within such period a decision is not rendered by the board or a majority thereof, new arbitrators may be named and shall act hereunder at the election of either party in effectlike manner as if none had previously been named. Notice The decision of the demand for arbitration arbitrators, or a majority thereof, made in writing, shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall absent manifest error be final and binding upon the partiesparties hereto as to the questions submitted, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause each party shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to abide by the partiessuch decision.

Arbitration. All claims(a) Except as provided herein, disputes and other matters in question any controversy, dispute or claim arising out of or relating to this Agreement Agreement, its performance or the breach or interpretation thereof, other than those matters hereof (an "Arbitrable Dispute") which are to cannot be determined settled by the Employer in its sole and absolute discretion, mutual agreement shall be resolved first finally settled by resort to non-binding mediation with such mediation service or mediator arbitration as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty follows: Either party hereto (30a "Party") days of who is aggrieved shall deliver a notice of demand to mediate given by a party to the other party, or if Party setting forth the matter is not resolved specific points in a manner satisfactory to the parties within sixty dispute. Any points remaining in dispute twenty (6020) days after the giving of submission of the matter to the mediation service or mediator, then in that event, the matter such notice shall be resolved by binding submitted to arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. single arbitrator ("Arbitrator") appointed in accordance with JAMS/Endispute's Comprehensive Arbitration Rules and Procedures (the "Rules"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effectmodified only as herein expressly provided. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement The place of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed the Washington, D.C. metropolitan area. The Arbitrator may enter a default decision against any Party who fails to participate in writing with the other party to this Agreement and with JAMS arbitration proceedings. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (or AAA, if necessarythe "Act"). In no event If there is any conflict between either the Rules and the terms of this Section 4, or the Act and this Section 4, then the terms of this Section 4 shall control. The decision of the demand for arbitration Arbitrator on the points in dispute will be made after the date when institution of legal or equitable proceedings based on such claimfinal, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final unappealable and binding upon and judgment on the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and award may be entered in any court having jurisdiction thereof. The obligation of prevailing party in any such arbitration shall be entitled to reimbursement for the parties reasonable costs and expenses incurred in connection therewith from the other Party. The Arbitrator shall not have the authority to arbitrate pursuant award punitive damages. The Parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be specifically enforceable grounds for dismissal of any court action commenced by either Party with respect to this Agreement, other than (i) actions to compel a party to comply with these dispute resolution procedures; (ii) actions specified in accordance withthis Section 4, or (iii) post-arbitration actions seeking to enforce an arbitration award. The Parties shall keep confidential, and shall not disclose to any person, except as may be conducted consistently withrequired by law, the provisions existence of Title 9 any controversy hereunder, the referral of Part 3 of any such controversy to arbitration or the California Code of Civil Procedurestatus or resolution thereof. Any arbitration hereunder The procedures specified in this Section 4 shall be conducted in Sacramentothe sole and exclusive procedures for the resolution of an Arbitrable Dispute; provided, Californiahowever, unless otherwise agreed that prior to by the parties.appointment of an Arbitrator as provided for above, a party, without prejudice to these procedures, may

Arbitration. All claims(i) Other than for the grounds set forth in Section 21(b)(iv) (labeled “Exceptions to Agreement to Arbitrate”), disputes and other matters in the event of any dispute, claim, question or disagreement arising out of from or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree uponhereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties cando not agree upon reach such mediation service or mediator and submit the matter to mediation solution within a period of thirty (30) days of days, then, upon notice of demand to mediate given by a either party to the other partyother, such dispute, claim, question or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter disagreement shall be resolved by binding arbitration before a representative memberin Atlanta, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, Georgia in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Commercial Arbitration Rules of the American Arbitration Association ("the “AAA"”), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with subject to the rules and procedures limitations of this Section. This agreement to arbitrate will be specifically enforceable under the AAA then in effectprevailing law of any court having jurisdiction. Notice of the a demand for arbitration shall be filed in writing with the other party to this Agreement hereto and with JAMS (or the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, if necessary). In and in no event shall the any such demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be final and binding upon selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assignsshall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties. (ii) The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to this Agreement. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition. (iii) The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesjurisdiction.

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, The Members shall be resolved first by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party all controversies pertaining to the other partyCompany, or if this Operating Agreement, and/or the matter is not resolved in a manner satisfactory relationship between the various parties hereto to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules Commercial Arbitration Rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, practices of the American Arbitration Association ("“AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA ”) then in effect, with the arbitration to be held before a panel, in a location in the Washington D.C. metropolitan area which is mutually agreed upon by the Members. Notice The parties agree to cooperate in pursuing-such arbitration promptly commencing with the date of either party’s request therefor. Upon receipt of such notice to pursue arbitration, the Members shall promptly obtain a list of commercial arbiters made available by the AAA with expertise in residential and commercial real estate development matters. Within five (5) days of receipt of such list, each Member shall agree to choose one arbiter, who together shall select a third arbiter from such list. The hearing before the arbitration panel shall be held as soon as practicable thereafter, which shall be within a period of thirty (30) days after selection of the demand for arbitration panel, unless the schedule of the arbiters does not so permit. Unless otherwise agreed by the parties involved in the arbitration, the expenses and costs associated with the arbitration panel and hearing facilities shall be filed paid by the Company and each party shall be responsible for their own costs and expenses associated with any arbitration proceeding, including attorneys fees. The decision of the arbitration panel shall be in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final deemed final, binding and binding conclusive upon the parties, and as applicablethe appropriate judgment, their respective heirs, beneficiaries, order or other judicial relief (whether legal representatives, agents, successors and assigns, and or equitable) may be entered in any court having of competent jurisdiction thereofto enforce the decision rendered by the arbitration pond. The obligation of the parties This agreement to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, survive the provisions termination or expiration of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiesthis Operating Agreement.

Arbitration. All claimsdisputes, disputes and other matters in question controversies or differences arising out of of, or relating in relation to or in connection with this Agreement or the breach or interpretation thereofAgreement, other than those matters which are to cannot be determined settled by the Employer in its sole discussion and absolute discretionmutual accord, shall be resolved first exclusively by resort binding arbitration in the country in which the principal office of the Employer is located in accordance with the then prevailing Commercial Arbitration Rules of the American Arbitration Association. Demand for arbitration shall be made in writing and shall be served upon the party or parties to non-binding mediation with such mediation service or mediator as whom the parties may mutually agree upondemand is addressed in the manner provided at paragraph 22 below. If the parties cannot are unable to mutually agree upon such mediation service or mediator on an arbitrator within twenty (20) days after delivery of the request for arbitration, each shall have the right to petition an appropriate court that would have jurisdiction over this matter in the country in which the principle office of the Employer is located, to appoint an arbitrator with experience in manners of executive compensation law and submit business practice. Unless otherwise agreed in writing by the matter parties, they shall make their initial submissions to mediation the arbitrator(s) and the arbitration hearing shall commence within thirty (30) days of notice the agreement on or appointment of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties arbitrator. The arbitration hearing shall be completed within sixty thirty (6030) days of submission of the matter to the mediation service or mediator, then in that event, the matter thereafter. The award shall be resolved by binding arbitration before a representative member, selected made promptly by the mutual agreement of arbitrator(s) and, unless otherwise agreed by the parties, no later than thirty (30) days after the completion of the Judicial Arbitration and Mediation Serviceshearing; provided however, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with that any failure to render the rules and procedures award within such time shall not affect the validity of JAMS then in effectsuch award. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any The award rendered by JAMS or AAA the arbitrator(s) shall set forth his/her findings of the facts and conclusions of law and shall be final final, and binding judgment upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and award rendered may be entered in any court having jurisdiction thereofor application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The obligation In that regard, each of the parties to arbitrate pursuant this Agreement hereby submits to this clause shall be specifically enforceable in accordance withthe jurisdiction of the courts of the State of California, and shall be conducted consistently with, to the provisions of Title 9 of Part 3 federal courts of the California Code United States of Civil Procedure. Any arbitration hereunder shall be conducted America located in Sacramento, California, unless otherwise agreed to by the partiescounty in which the principle office of the Employer is located.

Arbitration. All claimsIn the event of any dispute among the parties ----------- regarding the Facilities or this Agreement, the parties agree to submit the same to resolution before an arbitrator, in the case of disputes alleged to involve less than $250,000, and before a panel of three arbitrators, in the case of disputes alleged to involve $250,000 or more, selected by mutual agreement of the parties or, if the parties are unable to agree on an arbitrator or panel of arbitrators within a period of twenty (20) days, selected by a court of competent jurisdiction. Such arbitration shall be held in accordance with the rules of the American Arbitration Association and the decision of the arbitrator shall be final and binding on the parties and may be enforced by a court of competent jurisdictionThe party requesting arbitration shall do so by giving notice to that effect to the other matters party, specifying in question arising out reasonable detail in said notice the nature of or relating the dispute; provided, however, in the event that notwithstanding the terms hereof, a party commences legal proceedings, rather than arbitration proceedings, before a court of competent jurisdiction, the other party shall be deemed to this Agreement or the breach or interpretation thereof, other than those matters which are have forfeited its right to be have such dispute determined by the Employer binding arbitration in its sole and absolute discretion, shall be resolved first by resort to non-binding mediation accordance with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation this Section XVI unless within thirty (30) days of after being served with the first pleading in such legal proceedings, it files a motion to dismiss such legal proceedings and serves on the other party notice of its intent to submit such dispute to arbitration. Any party who fails to submit to binding arbitration following a lawful demand by the other party shall bear all costs and expenses, including reasonable attorneys fees (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mediate given mandatory arbitration and/or in compelling arbitration of any dispute. All disputes under this Section XVI shall be determined in the City of Portland, Oregon, if the arbitration is initiated by Owner and in the City of Seattle, Washington, if the arbitration is initiated by Emeritus, by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter single arbitrator. All arbitrators shall be resolved by binding a licensed attorneys having at least ten (10) years experience, with at least five (5) years experience with assisted living facility sale, lease or management transactions. The award in such arbitration before a representative member, selected may be enforced on the application of either party by the mutual agreement order of judgment of a court of competent jurisdiction. The prevailing party shall be entitled to recover the parties, reasonable fees and expenses of the Judicial Arbitration its attorneys and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, experts. The arbitrator(s) shall resolve all disputes in accordance with the rules and procedures substantive law of JAMS then the state of Oregon. The arbitrator(s) shall have no authority or jurisdiction to award any damages or any other remedies beyond those which could have been awarded in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, a court of law if the parties agree that a representative memberhad litigated the claims instead of arbitrating them. The parties shall not assert any claim for punitive damages . The Federal Arbitration Act, selected by the mutual agreement Title 9 of the partiesUnited States Code, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party is applicable to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, transaction and shall be conducted consistently withcontrolling in any judicial proceedings and in the arbitration itself as to issues of arbitrability and procedure. Nothing herein shall preclude a party from curing either their own or the other party's alleged default which is, or could be, the provisions subject of Title 9 an arbitration proceeding under this Section XVI or from seeking equitable relief which the arbitrator or panel of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramentoarbitrators is not empowered to award, Californiasuch as an injunction, unless otherwise agreed to by the partiesreceivership, attachment or garnishment.

Arbitration. All claims, disputes and other matters in The parties hereto shall submit to binding arbitration any disputed question or controversy arising under this Agreement or arising out of or relating relation to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined transaction contemplated by the Employer in its sole and absolute discretion, Agreement. Any such arbitration shall be resolved first conducted at Syracuse, New York. Any party may initiate the arbitration, by resort to non-binding mediation with such mediation service or mediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party in writing to the other party, or setting forth the nature of the dispute, the amount involved, if any, and the matter is not resolved in remedy sought. Any party designing to initiate arbitration shall serve a manner satisfactory written notice of intention to arbitrate to the parties within sixty (60) days other party and to the American Arbitration Association office in or closest to Syracuse, New York. Such notice of submission intention to arbitrative may be informal and need not comply with Rule 6 of the matter American Arbitration Association. Legal action regarding this Agreement and any liabilities hereunder shall either be brought by arbitration, as described herein, or by judicial proceedings and then referred to the mediation service arbitration, but shall not be pursued in different or mediator, then in that event, the matter alternatives forums. The issue of waver pursuant to this paragraph is an arbitrate issue. The arbitrators shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, Commercial Arbitration Rules of the American Arbitration Association Association. Depositions may be taken and other discovery obtained in any arbitration under this Agreement. The arbitrators, or a majority of them, are specifically empowered to decide ("AAA")by documents only, presently located or with a hearing, at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules arbitrators’ sole discretion) pre-hearing motions which are substantially similar to prehearing motions to dismiss and procedures motions for summary adjudications. The aware of the AAA then in effect. Notice arbitrators, or a majority of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAAthem, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, parties hereto and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and judgment thereon may be entered in any court having jurisdiction thereofjurisdiction. All statutes of limitations, which would otherwise be applicable, shall apply to any arbitration proceeding hereunder. The obligation provisions of this section shall survive any termination, amendment, or expiration of this Agreement unless all the parties hereto otherwise expressly agree in writing. The parties hereto acknowledge that this Agreement evidences a transaction involving interstate commerce in that the funds, which may be advanced or committed under this Agreement, are derived from Interstate financial markets. The Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. The arbitrators, or a majority of them, may award attorney’s fees and costs in their discretion. Otherwise, each party shall bear its own expenses in connection with preparation for the presentation of its case at the arbitration proceedings and the fees and expenses of the arbitrators and all other expenses of the arbitration shall be borne equally by the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the partiessuch arbitration.

Arbitration. All claimsAny dispute or claim, disputes and other matters than those referred to in question Section 26, arising out of or relating to this Agreement or otherwise relating to the breach or interpretation thereofemployment relationship between Executive and Company (including but not limited to any claims under Title VII of the Civil Rights Act of 1964, other than those matters which are to be determined by as amended; the Employer Americans with Disabilities Act; the Age Discrimination in its sole Employment Act; the Family and absolute discretion, Medical Leave Act; and the Employee Income Retirement Security Act) shall be resolved first by resort submitted to non-binding mediation with such mediation service or mediator Arbitration, in Fairfax County, Virginia, and except as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved otherwise provided in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter this Agreement shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, conducted in accordance with the rules and procedures of JAMS then in effect. In of, but not under the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its businessauspices of, the parties agree that a representative memberAmerican Arbitration Association. The arbitration shall be conducted before an arbitration tribunal comprised of three individuals, one selected by Company, one selected by Executive, and the third selected by the mutual first two. The parties and the arbitrators selected by them shall use their best efforts to reach agreement on the identity of the parties, tribunal within ten (10) business days of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other either party to this Agreement and with JAMS (or AAA, if necessary). In no event shall submitting to the other party a written demand for arbitration. The proceedings before the tribunal shall take place within twenty (20) business days of the selection thereof. Executive and Company agree that such arbitration will be made after the date when institution of legal or equitable proceedings based on such claimconfidential and no details, dispute descriptions, settlements or other matter facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or court order or in question would be barred by the applicable statute connection with enforcement of limitationsany decision in such arbitration. Any award rendered by JAMS or AAA damages awarded in such arbitration shall be final and binding upon limited to the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation contract measure of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance withdamages, and shall be conducted consistently with, not include punitive damages. The parties shall equally divide the provisions of Title 9 of Part 3 costs of the California Code arbitrators, and each party shall bear his or its attorneys' fees and other costs, except that the arbitrators may specifically direct one party to bear the entire cost of Civil Procedurethe arbitration, including all attorneys' fees, if the arbitrators determine that such party acted in bad faith. Any arbitration hereunder Nothing in this Agreement shall be conducted in Sacramento, California, unless otherwise agreed limit the Company's rights to by reimbursement of amounts pursuant to Section 304 of the partiesXxxxxxxx-Xxxxx Act of 2002.

Arbitration. All claimsAny litigation, disputes controversy, difference or complaint resulting from the application of the License Contract, or related to the Contract, such as interpretation, compliance, resolution, termination, efficacy or validity, which may arise between the Contractor and PERUPETRO S.A., which cannot be resolved by mutual agreement between the Parties, should be resolved by means of international legal arbitration, in accordance with stipulations contained in Article 68 of Law 26221. Arbitration will be carried out in Spanish and in accordance with what was agreed in the present clause. Arbitration will be administered by the International Chamber of Commerce (hereinafter, CCI). In connection with aspects not considered in this clause, arbitration will be organized and conducted in accordance with the Arbitration Regulations of CCI that are currently valid on the Date of Subscription. In addition to the present clause and the above-mentioned Regulations, the rules contained in Law 26572, the General Law of Arbitration, or any other matters in question arising out that may substitute for this law, will be applied. There will be three (3) arbitrators, two of or relating whom will be designated by the Parties, one being designated by each, and the third arbitrator will be designated by the other two selected by the Parties. If after thirty (30) Days from the day the two members were designated by the Parties, they have not designated the third member, either of the Parties may ask the CCI to this Agreement or designate the breach or interpretation thereof, other than those matters which are to third member. The matter of the controversy will be determined by the Employer claim and the response to it, or otherwise, if the case is such, by the claim, the counterclaim, and the response. At the request of any of the Parties, if fifteen (15) Working Days have elapsed from the date the appropriate notification was made, and either the claim or the counterclaim has not been answered, then the arbitrators have the authority to define the controversy, in its sole and absolute discretioncase one of the Parties has refused to recognize the existence of the controversy. For the final resolution of the litigation, shall be resolved first by resort controversy, difference, or claim subject to non-binding mediation with arbitration, the arbitrators should apply the domestic legislation of the Republic of Peru. Arbitration will take place in the city of Lima, Peru, unless the Arbitration Tribunal cannot meet in this city for reasons beyond the control of the members. In such mediation service or mediator as case the parties may mutually Parties should agree uponon where else the arbitration will take place. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or if the matter is not resolved in a manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.fifteen