Common use of Binding Arbitration Clause in Contracts

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by If such representatives fail to resolve a Dispute within ten (10) days after the parties by structured negotiation (other than actions for injunctive relief including specific performance) date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall be submitted only have the right to submit such Dispute to final and binding arbitration. The It is the intent of the parties that any such arbitration will be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted in accordance with pursuant to the procedures set forth herein then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the Arbitration Rules for Commercial Arbitration Rules site of the AAA. In the event of a conflict with such rulesarbitration shall be in New York County, this Agreement will controlNew York. (b) The A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall take place describe in Seattlereasonable detail the nature of the Dispute, Washington, before a panel the claims of three arbitrators appointed as follows: each party shall select a single arbitrator, the Disputing Party and the two (2) selected arbitrators shall mutually agree upon requested relief and, if the Disputing Party is Merck, setting forth a third. The list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have knowledge and experience a personal or financial interest in the computer software businessresult of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within Within thirty (30) days after the close other party's receipt of hearingsthe Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The decision rendered arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrators arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and binding non-appealable and may be entered as a judgment enforced in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (ch) Any issue concerning The use of any alternative dispute resolution procedures will not be construed under the extent doctrine of laches, waiver or estoppel to which any dispute is subject to arbitration, or concerning adversely affect the applicability, interpretation, or enforceability rights of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseeither party. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein in this document and the Arbitration Rules Rides for Commercial Arbitration Rules of the AAAAAA ("AAA Rules"). In the event of a conflict with such rules, the provisions of this Agreement will control. (b) . The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators arbitrator(s) shall control the scheduling so as to process the matter expeditiously. The times specified in this Section section may be extended upon mutual agreement of the parties by the arbitrators upon a showing of good cause. The parties may submit written briefs. Discovery Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be controlled governed by the arbitrators Federal Arbitration Act and shall be permitted as follows: each party resolved by the arbitrators. No potential arbitrator may submit serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures. All aspects of the other party, and that party arbitration shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admissionbe treated as Confidential Information. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, . The parties may submit written briefs. Discovery shall be governed controlled by the Federal Arbitration Act arbitrators and resolved by the arbitrators. No potential arbitrator shall be permitted as follows: each party may serve on the panel unless he or she has agreed submit in writing to abide a party, and be bound by these. that party shall so respond, to a maximum of any combination of thirty-five (d35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Each party shall bear its own costs of the arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Except as provided in Sections 7.4, 7.5 and 8.12, from and after the Effective Time, all disputes, controversies or claims (whether in contract, tort or otherwise) arising out of, relating to or otherwise by virtue of this Agreement, breach of this Agreement or the transactions contemplated by this Agreement shall be resolved as follows: (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) disputes shall be submitted only to binding arbitration. The settled under the applicable rules of arbitration will be conducted in accordance with the procedures (except as set forth herein below) of JAMS, Inc. (as amended from time to time, the “JAMS Rules”) and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, as modified in this Agreement will controlSection. (b) The arbitration shall take place in SeattleSan Francisco, WashingtonCalifornia and shall be the exclusive forum for resolving such disputes, controversies or claims. The arbitrator shall have the power to order hearings and meetings to be held in such place or places as he or she deems in the interests of reducing the total cost to the parties of the arbitration. (c) The arbitration shall be held before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, . The arbitrator shall have the power to order equitable remedies. The arbitrator may hear and rule on dispositive motions as part of the arbitration proceeding (e.g. motions for summary dispositions). (d) The arbitrator may appoint an expert only with the consent of all of the parties to the arbitration. (e) The arbitrator’s fees and the two administrative expenses of the arbitration shall be paid equally by the parties. Each party to the arbitration shall pay its own costs and expenses (2including attorney’s fees) selected arbitrators shall mutually agree upon a third. in connection with the arbitration. (f) The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators arbitrator shall be final and binding and on the parties. The award rendered by the arbitrator may be entered as a judgment in into any court of competent having jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section , or application may be extended upon mutual agreement made to such court for judicial acceptance of the parties upon a showing award and an order of good causeenforcement, as the case may be. The parties Such court proceeding shall disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. (g) Except as required by law, neither any party nor the arbitrator may submit written briefs. Discovery shall disclose the existence, content or results of an arbitration brought in accordance with this Agreement. (h) Each party to this Agreement hereby agrees that in connection with any such action process may be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter served in the same jurisdictionmanner as notices may be delivered under Section 8.2 and irrevocably waives any defenses it may have to service in such manner. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any If such efforts are not successful, such controversy, claim or dispute not settled relating to, arising out of, or in any way connected with this Agreement or any term or condition hereof, or the performance by the parties by structured negotiation (other than actions for injunctive relief including specific performance) either party of its obligations hereunder, whether before or after termination of this Agreement, except as otherwise expressly provided in this Agreement, shall be submitted only to finally resolved by binding arbitration. The Whenever a party shall decide to institute arbitration will proceedings, it shall give written notice to that effect to the other party. This Agreement shall be conducted governed by and construed in accordance with the procedures set forth herein laws of the State of Delaware, excluding its conflict of law principles. Disputes shall be resolved through arbitration before three (3) arbitrators. Such arbitration shall take place in New York, New York and shall proceed in accordance with the Arbitration Rules for Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In Within seven (7) calendar days of either party making a demand for arbitration (or longer if the event of a conflict with such rulesparties so agree), this Agreement will control. NovaCardia and DPC shall each select one (b1) The arbitration arbitrator. A third (3rd) arbitrator shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and be selected by the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in by the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision parties within thirty (30) days after of the close demand for arbitration. In the event that either party shall fail to appoint its arbitrator, or the two (2) arbitrators selected by the parties fail to appoint a third (3rd) arbitrator, in either case within the prescribed time period, then either party may apply to the AAA for the appointment of hearingssuch arbitrator. The decision rendered by determination of a majority of the panel of arbitrators shall be final the decision of the panel and shall be binding regardless of whether one of the parties fails or refuses to participate in the arbitration. The panel shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, such as for emotional distress, pain and may suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in subsections (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. The panel also shall be entered as a judgment in authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The determination of the panel shall be enforceable by any court of competent jurisdiction. The arbitrators Nothing herein shall control the scheduling so as limit or restrict a party's ability to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the seek injunctive or other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise equitable relief in the Agreement, the arbitrators may not award non-monetary event of a breach or equitable relief anticipated breach of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionArticle 7. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute Except for the right of either party to apply to a ------------------- court for an action for a temporary restraining order, preliminary injunction, specific performance or other equitable relief to stop or prevent irreparable harm, all claims, disputes, controversies and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement, or the breach thereof, and which cannot settled be resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) pursuant to Section 17.2, shall be submitted settled only to by binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect, including matters involving negligence, strict liability or intentional acts or omissions by either party, provided that the following will apply: (a) The parties shall have the right to discovery by any or all methods provided in the Federal Rules of Civil Procedure. In The arbitrators may, upon request, exclude any evidence not made available to the event of other party pursuant to a conflict with such rules, this Agreement will controlproper discovery request from being used in the arbitration proceeding. (b) The Demand for arbitration shall take place be served upon the other party by certified mail and specify in Seattlereasonable detail the nature of the dispute. The demand shall be effective upon receipt, Washingtonshall be made within a reasonable time after the claim, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratordispute or controversy has arisen, and shall in no event be made more than one year after the two (2) selected arbitrators shall mutually agree upon a thirdclaim or cause of action arises. The arbitrators selected proceeding shall have knowledge and experience be held in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within Washington D.C. (c) Within thirty (30) days after service of a demand for arbitration, the close of hearingsparties shall attempt to agree upon a single arbitrator. The decision rendered If the parties cannot agree upon a single arbitrator, either party may request the AAA to appoint an arbitrator in accordance with its rules, subject to the qualifications specified below. If the parties fail to agree on an arbitrator from those named by the arbitrators shall be final and binding and may be entered as a judgment in AAA or if for any court of competent jurisdiction. The arbitrators shall control reason the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could appointment cannot be made or imposed from the AAA submitted lists, each party shall appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be appointed by a court deciding the matter AAA. For any three member arbitration panel, the chairman shall be an attorney with experience in handling disputes in the same jurisdiction. (c) Any issue concerning computer industry and the extent to which any dispute is subject to arbitrationother two shall have background or training in computer law, computer science or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed computer industry. A single arbitrator agreed upon by the Federal Arbitration Act and resolved by parties shall have a background or training in computer law, computer science or the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesecomputer industry. (d) Each party The arbitrators shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (have no power or authority to include search time and reproduction costs)reform this Agreement. The parties arbitrators shall equally split have the fees power and authority to award equitable relief other than reformation, including injunction and specific performance, nor to determine any matter requiring agreement of the arbitration parties. The arbitrators shall have no power or authority to award punitive damages. The arbitrators shall have the power and authority to award consequential, special, indirect, or incidental damages only as permitted by the arbitratorsterms of this Agreement. (e) This Agreement shall remain in effect during the pendency of the dispute resolution process without any interruption of service or performance by either party.

Binding Arbitration. 9.2.1 Any controversy, dispute or claim (awhether lying in contract or tort) Any dispute not between the Parties arising out of or related to this Agreement or the breach, termination or validity thereof (“Dispute”) shall, after the expiration of the time period set forth in Section 9.1.2 at the request of any Party be submitted to arbitration in accordance with this Section 9.2. *** Confidential treatment requested. 9.2.2 All Disputes shall, except as provided herein, be solely and finally settled by a single arbitrator; provided, however, in the parties by structured negotiation event the amount in controversy, whether in an individual Dispute or in the aggregate as to multiple Disputes between the Parties, is ***, the Parties agree to submit such Disputes to a board of arbitrators consisting of three arbitrators, as set forth below (other than actions for injunctive relief including specific performance) the term “Arbitrators” shall be submitted only refer to binding arbitrationthe board of arbitrators or the single arbitrator, as applicable). The arbitration will proceedings shall be held in Dallas, Texas, and except as otherwise may be provided in this Section 9.2, the arbitration proceedings shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA. In the event of a conflict with such rules, this Agreement will control”). 9.2.3 If either Party determines to submit a Dispute for arbitration pursuant to this Section 9.2, such Party shall furnish the other Party to the Dispute with a dated, written statement (bthe “Arbitration Notice”) The indicating (i) such Party’s intent to commence arbitration shall take place in Seattleproceedings, Washington(ii) the nature, before with reasonable detail, of the Dispute, and (iii) the remedy or remedies such Party will seek. Where the Parties use a panel single arbitrator, within *** of three arbitrators appointed as follows: each party the Arbitration Notice, the Parties shall select a single arbitrator from a list of members of the AAA’s National Panel of Commercial Arbitrators. If the parties use a single arbitrator, that arbitrator must be “neutral.” A “neutral” arbitrator shall be a Party who would not be subject to disqualification under rule No. 17 of the AAA Rules. If the Parties do not reach agreement on the selection of a single arbitrator within the *** period, the AAA shall have the right to make such selection upon the request of any Party to the arbitration proceedings. Where the Parties use a board of arbitrators, within *** of the date of the Arbitration Notice, the Party commencing the arbitration (the “Petitioner”) and the two Party with whom the Petitioner has its Dispute (2the “Respondent”) selected shall each select one qualifying arbitrator (and provide written notice of such selection to the Respondent and Petitioner). A “qualifying” arbitrator is a Party who is not (i) an Affiliate of either the Petitioner or Respondent or (ii) counsel to any such Party at such time. If either the Petitioner or Respondent fails to select a qualifying arbitrator or provide such notice within the *** period, the AAA shall have the right to make such selection upon the request of any party to the arbitration proceedings. (Such qualifying arbitrators hereafter may be referred to, respectively, as the “First Arbitrator” and the “Second Arbitrator.”). *** Confidential treatment requested. 9.2.4 Within *** following their selection, the First Arbitrator and Second Arbitrator shall mutually agree upon select (and provide written notice to the Respondent and the Petitioner of such selection) a thirdthird arbitrator (the “Third Arbitrator”) from a list of members of the AAA’s National Panel of Commercial Arbitrators. The arbitrators selected Third Arbitrator must be “neutral.” A “neutral” arbitrator shall be an individual who would not be subject to disqualification under rule No. 17 of the AAA Rules. At any time within *** after the date of the Arbitration Notice, the Petitioner and Respondent can make discovery requests of the other (including requests for delivery of documents, production of witnesses for deposition testimony and delivery of interrogatory responses). The recipient of a discovery request shall have knowledge *** after the receipt of such request to object to any or all portions of such request and experience make an application to the Arbitrators to limit the scope of such discovery request, and shall respond to any portions of such request not so objected to within *** of the receipt of such request. All objections shall be in writing and shall indicate the reasons for such objections. Within five Business Days after the end of the period for the submission by the requested party of an application to limit the discovery request, the Arbitrators shall grant or deny such discovery request, in whole or in part, to the extent the Arbitrators determine such discovery is or is not, as the case may be, reasonably necessary to enable the requesting party to obtain information relevant to the Dispute without unreasonably burdening the requested party. The requested party shall comply with a discovery request granted by the Arbitrators within ***after such discovery request is granted, or within such longer period as the Arbitrators may determine upon application of the requested party for extension thereof for reasonable cause. Neither party shall be permitted to make more than one application for discovery to the Arbitrators. All depositions shall be taken in the computer software city in which the Person being deposed resides or has its principal place of business, unless otherwise agreed by the parties. The arbitrators Arbitrators are not authorized to subpoena documents or perform independent investigations. Hearings must commence no later than *** following the date of the Arbitration Notice and such hearings shall rule on be conducted for no more than five Business Days. Each of the dispute by issuing a written opinion setting forth findings of fact Petitioner and the rationale Respondent shall submit a brief, outlining such party’s claim for relief or defense to any claim, to the other and to the Arbitrators on or before the tenth day before the date of the first hearing. Reply briefs must be exchanged and submitted to the Arbitrators on or before the third day before the date of the first hearing. 9.2.5 The Respondent and Petitioner shall each submit to the Arbitrators within 20 days following the last hearing a proposed order for disposing of the Dispute(s) presented. The final decision of the Arbitrators is due on or before the thirtieth day following the date of the last hearing. The Arbitrators shall issue a final decision that, in their judgment, is consistent with the terms of this Agreement, the intent of the parties, and Law, as supported by evidence presented by the Petitioner and Respondent in the arbitration proceeding or, if the subject matter of the Dispute is not clearly addressed in or determinable under this Agreement, that, in their opinion, would be most fair to the Petitioner and Respondent. The Arbitrators shall have no authority to award any punitive, special or exemplary damages. The Arbitrators shall be required to provide reasons for their decision within thirty (30) days after the close of hearingsdecision. The decision rendered foregoing time periods and procedural steps may be modified or extended by the arbitrators Arbitrators in their discretion to the extent they deem necessary to prevent fundamental unfairness; provided that, at all times the Arbitrators shall be mindful of the parties’ desire for the most expeditious possible resolution of Disputes. 9.2.6 To the extent permissible under applicable Law, the Parties agree that the award of the Arbitrators shall be final and binding and shall not be subject to judicial review. Judgment on the arbitration award may be entered as a judgment and enforced in any court having jurisdiction over the Parties or their assets. It is the intent of competent jurisdictionthe Parties that the arbitration provisions hereof be enforced to the fullest extent permitted by applicable Law, including the Federal Arbitration Act, 9 U.S.C. § 2. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified Nothing contained in this Section may be extended upon mutual agreement of 9.2 shall prevent the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum Parties from seeking injunctive relief or require arbitration of any combination of thirty-five (35) (none of issue for which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable injunctive relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed sought by a court deciding the matter in the same jurisdictioneither Party hereto. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If the Members who are parties to a dispute are unable to resolve the dispute by mediation in a timely manner (awhich, in any case, shall not exceed sixty (60) Any days from the first notice of mediation), the dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to resolved through final, binding arbitration. The arbitration will be conducted held in Salt Lake City, Utah in accordance with the procedures set forth herein and the Arbitration CPR Rules for Commercial Non-Administered Arbitration Rules then in effect by three arbitrators of whom the Member or Members, as applicable, on each side of the AAAdispute shall appoint one in accordance with the “screened” appointment procedure provided by the CPR Rules for Non-Administered Arbitration currently in effect, and of whom the third arbitrator shall be selected by mutual agreement of the two arbitrators selected by the Members. In The Arbitration shall be governed by the event Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Members shall cause the arbitrators to render their decision within one hundred twenty (120) days after the designation of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorthe arbitrators, and the two (2) selected Members shall cooperate with each other and the arbitrators in the conduct of the arbitration to permit such timing. Any award of the arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge be final, conclusive and experience in binding on the computer software businessMembers; provided, however, that any Members to the dispute may seek to vacate, modify or correct the arbitrators’ decision or award as provided under Section 10 and Section 11 of the Federal Arbitration Act. The arbitrators shall rule on be bound to follow the dispute by issuing laws of the State of Utah, decisional and statutory, in reaching any decision and making any award and shall deliver a written opinion setting forth award, including written findings of fact and conclusions of law, with respect to the rationale for their decision within thirty (30) days after dispute to each of the close of hearingsMembers who are parties to the dispute, who shall promptly act in accordance therewith. The decision rendered by In no event shall the arbitrators shall be final and binding and have the power to award damages in connection with any dispute in excess of actual compensatory damages. In particular, the arbitrators may be entered as not multiply actual damages or award consequential, indirect, special or punitive damages, including damages for lost profits or loss of business opportunity. Any Member who is a judgment party to the dispute may enforce any award rendered pursuant to the arbitration provisions of this Section 13.3 by bringing suit in any court of competent jurisdiction. The All costs and expenses attributable to the arbitrators shall control be allocated between the scheduling so Members who are parties to the dispute in such manner as the arbitrators determine to process be appropriate under the matter expeditiouslycircumstances. The times specified in Any Member who is a party to the dispute may file a copy of this Section may be extended upon mutual agreement 13.3 with any arbitrator or court as written evidence of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by knowing, voluntary and bargained agreement among the arbitrators and shall be permitted as follows: each party may submit in writing Members with respect to the other party, and that party shall so respond, to a maximum subject matter of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionthis Section 13.3. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not Except with respect to actions with respect to remedies described in Section 10.12, which may be brought and decided in a court of competent jurisdiction and as provided in Section 10.15(f), each of the Parties irrevocably agrees that all Disputes shall be finally settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The , pursuant to comprehensive arbitration will rules of JAMS, by (subject to the first clause of Section 10.15(b)) three (3) arbitrators who are to be conducted appointed in accordance with the procedures set forth herein said rules and who, to the Arbitration Rules for Commercial Arbitration Rules of extent possible, shall have experience and expertise in the AAA. In subject matter involved in the event of a conflict with such rules, this Agreement will controlDispute. (b) Unless the Parties can agree in writing on a single arbitrator within fifteen (15) days after the delivery of notice referred to in Section 10.15(a), then, within fifteen (15) days thereafter, Seller, on the one hand (which shall be entitled to specify one arbitrator), and Buyer, on the other hand (which shall be entitled to specify one arbitrator), shall each notify the other in writing of the name of the independent arbitrator chosen by them to participate as a member of a three-member panel of arbitrators. If either Party fails to give the other timely notice of such appointment, then the Party who timely gave such notice shall be entitled to require that its arbitrator act as the sole arbitrator hereunder. If an arbitrator is timely appointed by each of the Parties, the two named arbitrators shall select the third member of the arbitration panel within fifteen (15) days after they have both been appointed, and they shall promptly notify the Parties thereof. If the two initially appointed arbitrators cannot timely agree on a third arbitrator, then any Party may request that JAMS select the third arbitrator. Each arbitrator shall be neutral. The arbitrators, to the extent possible, shall have experience and expertise in the subject matter involved in the Dispute and in the solar and wind power industry. (c) The arbitration hearing shall take place be held at a site in SeattleSan Diego, Washington, before California. The arbitration proceedings shall be held in the English language. (d) The arbitration hearing shall be concluded within one hundred twenty (120) days after the hearing is commenced unless otherwise ordered by a panel majority of three the arbitrators appointed as follows: each party shall select a single arbitratoron compelling grounds, and the two (2) selected arbitrators award thereon or decision with respect thereto shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision be made within thirty (30) days after the close of hearings. The decision rendered the submission of evidence; provided, that failure by the arbitrators to conclude the arbitration hearing or make such award or decision within the foregoing deadlines shall not invalidate such arbitration hearing, award or decision. Arbitration demanded hereunder by any Party shall be final and binding on the Parties and may not be entered vacated except for the reasons set forth in applicable Law. The decision, arbitration order and relief agreed upon in writing by any two or more of the arbitrators (in the case of a three-member panel) shall be deemed the decision of the panel for all purposes hereof. If two or more members of the arbitration panel cannot agree, then the decision of the arbitrator not appointed by any Party shall control. The references herein to the arbitration panel shall also be deemed to refer to a single arbitrator where a panel is not being used hereunder, and all references to decisions, orders, awards and relief granted by the panel of arbitrators shall mean the decision, order, award or relief agreed upon in writing by the required number of members of the panel, as a judgment indicated. (e) The Parties agree that the arbitration panel may render and the Parties shall abide by any interim ruling that the arbitration panel deems necessary or prudent regarding discovery, summary proceedings, or other pre-arbitration matters. (f) The Parties hereby submit to the in personam jurisdiction of the California state courts located in San Diego and the federal courts located in the Southern District of California, and agree that any such court may enter all such orders in support of the procedures set forth in this Section 10.15, and such courts shall have exclusive jurisdiction with respect to any order in support of such procedures. For any action with respect to Section 10.12, the Parties hereby submit to the in personam jurisdiction of (i) the California state courts located in San Diego and the federal courts located in the Southern District of California and (ii) the New York state courts located in the Borough of Manhattan (New York County) and the federal courts located in the Southern District of New York, and such courts shall have exclusive jurisdiction with respect to any remedy sought pursuant to Section 10.12. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Any court of competent jurisdictionlaw shall enforce the decision of the panel of arbitrators (or single arbitrator, as applicable) in its entirety and only in its entirety, including pursuant to Section 10.12. (g) Each Party shall bear its own costs, expenses and attorneys’ fees associated with the Dispute resolution process, and the arbitrators shall not have authority to allocate the costs or expenses of the arbitration. The arbitrators shall control not have the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power authority to award punitive damages inconsistent with the Agreement. In no event, even if against any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionParty. (ch) Any issue concerning Third parties dealing with any Party shall be entitled to fully rely on any written arbitration order or decision with regard to the extent to which any dispute is subject to arbitrationmatters addressed therein, whether or not such arbitration order or decision has been confirmed or adopted by a court, or concerning the applicability, interpretation, or enforceability incorporated in any order of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesecourt. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled Matters under Section 13.2 which are to be resolved through binding arbitration shall be resolved through binding arbitration in New York, New York, administered by the parties by structured negotiation International Chamber of Commerce (other than actions for injunctive relief including specific performance“ICC”) shall be submitted only pursuant to binding arbitration. The the arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules rules of the AAA. In ICC then in effect (the event of a conflict with such rules, this Agreement will control“Rules”). (b) The There shall be one (1) arbitrator; provided that if either Party requests, the arbitration shall take place in Seattle, Washington, before be conducted by a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (23) selected arbitrators shall mutually agree upon a thirdarbitrators. The arbitrators selected Each arbitrator shall have knowledge and experience in the computer software pharmaceutical business. The arbitrators In the case of a sole arbitrator, the Parties shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision attempt jointly to select such arbitrator within thirty (30) days after notice of arbitration is given. If the close Parties cannot reach an agreement regarding the sole arbitrator within that time, ICC shall appoint the sole arbitrator. In the case of hearingsthree (3) arbitrators, each Party shall appoint one (1) arbitrator meeting the foregoing criteria by written notice to the other Party and the two Party-appointed arbitrators shall select the third arbitrator within thirty (30) days of their appointment. If the Party-appointed arbitrators are unable to agree upon the third arbitrator or if either Party fails to appoint a Party-appointed arbitrator within thirty (30) days after notice of arbitration is given, the remaining arbitrator(s) shall be appointed by ICC. (c) The decision language of the arbitration (including all evidence and submissions) shall be in English. (d) Judgment upon the opinion rendered by the such arbitrators shall be final and binding on the Parties and may be entered as a judgment in by any court having jurisdiction thereof. (e) The written decision of the arbitrators shall state the panel’s findings of material facts and the grounds for its conclusions and shall be final, conclusive and binding on the Parties and enforceable by any court of competent jurisdiction. The arbitrators shall control the scheduling so as be required to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery comply with, and their award shall be controlled by limited by, any express provisions of this Agreement relating to damages or the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionlimitation thereof. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (df) Each party Party shall bear its own costs of arbitration. A party seeking discovery shall reimburse and expenses (including legal fees and expenses) relating to the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split arbitration proceeding, except that the fees of the arbitrators and other related costs of the arbitration and shall be shared equally by the arbitratorsParties, unless the arbitration panel determines that a Party has incurred unreasonable expenses due to vexatious or bad faith positions taken by the other Party, in which event the arbitration panel may make an award of all or any portion of such expenses so incurred.

Binding Arbitration. 1. If the grievance is not resolved at Step 3, the Union or Township may, within fifteen (a15) Any dispute not settled calendar days, appeal to arbitration by serving notice of intent on the parties by structured negotiation other party. 2. Within ten (other than actions for injunctive relief including specific performance10) shall be submitted only calendar days of receipt of intent to binding file under arbitration. The arbitration will be conducted in accordance with , the procedures set forth herein Township and the Arbitration Rules for Commercial Arbitration Rules Union shall by joint letter, solicit nominations of -seven (7) arbitrators to hear the case from the Federal Mediation and Conciliation Service or others as may mutually agree. 3. On receipt of the AAA. In nominations, the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, Union and the Township shall eliminate two (2) selected arbitrators names. Elimination shall mutually agree upon be accomplished by each party alternately striking a thirdname with the first strike determined by a coin flip. A date for arbitration shall be set as soon as availability of the arbitrator is determined and both the Township and Union agree. 4. The arbitrators selected shall have knowledge parties may be represented by representatives or legal counsel and experience in the computer software businessnecessary witnesses and/or documents may be subpoenaed through F.M.C.S. procedure. The arbitrators arbitrator shall rule on reduce his decision to writing and state his reasons for reaching the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty ([30) ] days after of the close date of hearingsthe hearing or submission of briefs, whichever is later. 5. The decision rendered cost of the services of the arbitrator, the cost of any proofs produced at the direction of the arbitrator, the fee of the arbitrator and rent, if any, for the hearing rooms, shall be borne by the arbitrators losing party. The cost of arbitration involving terminations will be borne by the losing parties. The expenses on any non-employee witness shall be borne, if at all, by the party calling them. The fees of the court reporter shall be paid by the party asking for one; such fees shall be split equally if both parties desire a reporter, or request a copy of the transcript. Any bargaining unit member whose attendance is required for such hearing shall not lose pay or benefits to the extent such hearing hours are during his normally scheduled working hours on the day of the hearing. 6. It is expressly understood that the ruling and decision of the arbitrator, within his function described herein, shall be final and binding upon the parties provided that such decision conforms to State and may be entered as a judgment in any court of competent jurisdictionFederal law. The arbitrators arbitrator shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent empowered to which any dispute is subject to arbitrationrule contrary to, amend, add to, or concerning the applicability, interpretation, or enforceability to eliminate any provision of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesethis contract. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation arising out of or relating to this Agreement, including claims sounding in contract, tort, statutory or otherwise (other than actions for injunctive relief including specific performance) a “Dispute”), shall be submitted only to binding arbitration. The settled exclusively and finally by arbitration will be conducted in accordance with this EXHIBIT B. (b) Such arbitration shall be governed by and conducted pursuant to the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. JAMS (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementcollectively, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction“Rules”). (c) Any issue concerning The arbitrator shall permit discovery and rule on matters of confidentiality in accordance with Delaware law unless otherwise provided in the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseRules. (d) Each party All arbitration proceedings hereunder shall bear its own costs be conducted in Houston, Texas, San Francisco, California or such other location as the parties to such Dispute shall mutually agree. (e) All arbitration proceedings hereunder shall be before one arbitrator, which arbitrator will be a retired Texas or California state court judge or a retired Federal district court judge. (f) In deciding the substance of arbitration. A party seeking discovery the Dispute, the arbitrator shall reimburse refer to the responding party substantive laws of the costs State of production Delaware for guidance (excluding choice-of-law principles that might call for the application of documents the laws of another jurisdiction). (g) The arbitrator shall conduct an initial hearing as soon as reasonably practicable, and render a final decision completely disposing of the Dispute that is the subject of such proceedings as soon as reasonably practicable but in no event later than 15 days after the final hearing. (h) Notwithstanding any other provision in this Agreement to include search time and reproduction costs). the contrary, the arbitrator shall have absolutely no authority to award consequential, incidental, special, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Delaware law, or any other laws, or under the Rules. (i) The parties shall equally split the fees request that final decision of the arbitrator be in writing and set forth the reasons for such final decision, and if the arbitrator awards monetary damages to a party, contain a certification by the arbitrator that it has not included any consequential, incidental, special, treble, exemplary or punitive damages. To the fullest extent permitted by law, the arbitration proceeding and the arbitratorsarbitrator’s decision and award shall be maintained in confidence by the parties and the parties shall instruct the arbitrator to likewise maintain such matters in confidence. (j) The fees and expenses of the arbitrator shall be borne equally by the parties, but the decision of the arbitrator may include such award of the arbitrator’s expenses and of other costs. (k) The decision and award of the arbitrator shall be binding and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court.

Binding Arbitration. (ai) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) All disputes under this Agreement shall be submitted only by either Party for resolution in arbitration administered by the International Chamber of Commerce (the “ICC”) pursuant to binding arbitration. The its arbitration will be conducted rules and procedures then in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will controleffect. (bii) The arbitration shall take place in Seattle, Washington, before be conducted by a panel of three arbitrators appointed as follows(3) arbitrators: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after initiation of arbitration, each Party shall select one (1) person to act as arbitrator and the close two Party-selected arbitrators shall select a third arbitrator (who shall be the chairperson of hearingsthe arbitration panel) within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by ICC. If, however, the aggregate award sought by the Parties is less than US$5,000,000 and equitable relief is not sought, the arbitration shall be conducted by a single arbitrator agreed by the Parties (or appointed by ICC if the Parties cannot agree). The seat of arbitration shall be New York City, New York and the language of the proceedings shall be English. (iii) The Parties agree that any award or decision rendered made by the arbitrators arbitral tribunal shall be final and binding upon them and may be entered enforced in the same manner as a judgment in any or order of a court of competent jurisdiction. The arbitrators arbitral tribunal shall control determine the scheduling so dispute by applying the provisions of this Agreement and the governing law set forth in Section 7.1. (iv) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue, at the request of a Party, a pre-arbitral injunction, pre-arbitral attachment or other order to avoid irreparable harm, maintain the status quo, preserve the subject matter of the dispute, or aid the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional or interim remedies in aid of arbitration as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement available under the jurisdiction of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementcompetent court, the arbitrators may not award non-monetary arbitral tribunal shall have full authority to grant provisional or equitable relief of any sort. They will have no power interim remedies and to award damages inconsistent with for the Agreement. In no event, even if failure of any other portion of these provisions is held party to be invalid or unenforceable, shall the arbitrators have power dispute to make an award or impose a remedy respect the arbitral tribunal’s order to that could not be made or imposed by a court deciding the matter in the same jurisdictioneffect. (cv) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseEACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY ISSUE RELATING TO ANY DISPUTE ARISING HEREUNDER. (dvi) Each party Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of arbitration. A the administrator and the arbitrator; provided, however, the arbitrator shall be authorized to determine whether a Party is the prevailing party, and if so, to award to that prevailing party seeking discovery shall reimburse reimbursement for any or all of its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), or the responding party the fees and costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration administrator and the arbitratorsarbitrator.

Binding Arbitration. (a) Any If the dispute or grievance is not settled by in the foregoing steps and it involves the interpretation, application, or claimed violation of any provision of this Agreement, then either party may, upon written demand given to the other party, within ten (10) working days, submit said dispute or grievance to arbitration, as follows: The arbitration shall proceed before a neutral arbitrator. Within fifteen (I5) working days after written demand for arbitration is made as above provided, the party demanding arbitration shall request the American Arbitration Association to make said appointment or selection, as the case may be, according to its rules or to fill any vacancies that may occur that the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only fail or refuse to binding arbitrationfill. The arbitration will proceeding shall be conducted in accordance with under the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdAmerican Arbitration Association. The arbitrators selected arbitrator shall not have knowledge and experience in the computer software businessauthority to add to, subtract from, modify, change or alter any of the provisions of this Agreement. The arbitrators arbitrator shall rule decide the dispute and render his award, which shall be final and binding on the dispute by issuing a written opinion setting forth findings of fact and parties. The parties shall specifically request the rationale for their decision neutral arbitrator to render his award within thirty (30) days after the close of hearings. The decision rendered the arbitration hearing, unless waived by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of for good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear the expenses of its own costs representatives and witnesses; and fees and expenses of the arbitrator, as well as all stenographic and other expense incurred in connection with the arbitration proceedings, shall be shared equally between the parties. This Article shall not waive any rights either party may have under Act 111, relating to compulsory arbitration. A In the event the arbitrator shall determine that either party seeking discovery shall reimburse acted in bad faith with regard to the responding party facts underlying the costs issues or with regard to the conduct of production the proceedings, the Arbitrator is empowered, as an element of documents (contractual damage, to include search time and reproduction costs). The parties shall equally split assess all or a portion of the fees and expenses incurred in presentation of the arbitration case and reasonable attorneys' fees for preparation and appeal of the arbitratorsaward, if any, as an element of damage. Furthermore, should the arbitrator direct a financial remedy, such financial remedy shall commence to run from the date of the violation and shall bear statutory interest from the date that the violation occurred to the date that payment is made.

Binding Arbitration. (a) Any dispute A. If the grievance is not settled at Level Three, the Union may submit it to binding arbitration by providing written notice to the Superintendent within ten (10) business days of receipt of the Board’s answer at Level Three. B. After filing a request for arbitration, but prior to selecting a hearing officer, the District and Union shall attempt to settle the grievance through mediation. The mediator and the date for the settlement conference will be mutually agreed upon by the parties District and the Union. Fees charged by structured negotiation (other than actions for injunctive relief including specific performance) the mediator, if any, shall be submitted only split equally by the parties. All other costs shall be borne by the party incurring them. C. If the parties are unable to binding arbitrationsettle the grievance through mediation, the District and Union will each appoint an attorney who will represent that party in the arbitration hearing. The arbitration will be conducted in accordance with the procedures set forth herein attorneys shall confer and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdhearing officer and a date for the arbitration hearing. D. The hearing officer’s authority is limited to determining violations of the express terms of this Agreement. The arbitrators selected hearing officer shall limit him/herself to the issues submitted involving the grievance and shall consider nothing else. S/he shall have knowledge and experience in no authority to add to, subtract from, or change the computer software business. The arbitrators Agreement between the parties, but shall be permitted to rule on the dispute arbitrability of the issues raised by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearingsparties. The decision rendered by the arbitrators hearing officer shall be final and binding and may be entered have no authority to rule upon any matter which has been retained as a subjective judgment in any court of competent jurisdiction. The arbitrators shall control management, such as ratings on performance evaluations or the scheduling so as measurement of an employee’s or applicant’s qualifications, skills, abilities, and experience. E. To encourage the parties to process resolve the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and prior to arbitration, no party shall be permitted as follows: each party may submit in writing to offer any evidence or arguments at the other partyarbitration hearing not already presented at Step One, and that party Two or Three of the grievance process. The hearing officer shall so respond, have no authority to consider such evidence or arguments. F. The decision of the hearing officer shall be binding on both parties. G. In order to keep costs to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementminimum, the arbitrators may not award non-monetary arbitration hearing shall be held at a District facility or equitable relief of any sort. They will have no power to award damages inconsistent with other free location arranged by the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionDistrict. (c) Any issue concerning H. The cost of the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, hearing officer shall be governed shared equally by the Federal Arbitration Act and resolved parties. All other costs shall be borne by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseparty incurring such cost. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. A. Within twenty (a20) Any dispute not settled business days from the receipt of the written decision of the City Manager or his/her designee, or should the City Manager or his/her designee fail to render a decision within the time period provided by these procedures, the SEMEMTA president or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. 2. The interpretation, application, merits or legality of the exercise of the City’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event SEMEMTA desires to request that a grievance, which meets the requirements of Section 6.B hereof, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that they provide the parties with a list of five names from which the parties will attempt to mutually select an arbitrator. If the parties cannot mutually agree upon an arbitrator from the list of arbitrators provided by structured negotiation (other than actions for injunctive relief including specific performance) the State Mediation & Conciliation Service, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. X. Xxxxxxxxxxx of a grievance hereunder shall be submitted only limited to binding arbitrationthe formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. The arbitration will Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures set forth herein for the conduct of such arbitration. The fees and expenses of the arbitrator shall be shared equally by the parties involved. All other expenses including but not limited to fees for witnesses, transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and similar materials required or requested by the arbitrator equally. X. Xxxxx to a hearing by an arbitrator, a representative of the City and the Arbitration Rules for Commercial Arbitration Rules of Association shall meet and prepare a joint statement setting forth the AAAissue(s) to be determined which shall be submitted to the arbitrator. In the event of a conflict with such rulesthe City and the Association cannot agree on the joint statement, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single present to the arbitrator, and at the two (2) selected arbitrators hearing, its own submission statement; in which case the arbitrator shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in determine which of the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. submitted issues are to be resolved. G. The decision rendered of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and conditions of this Memorandum of Understanding. H. The decision of the arbitrator shall be binding upon the Association. To the extent the decision and award of the arbitrator does not require action by the arbitrators City Council, such decision and award shall be final binding upon the City. If within sixty (60) business days of receiving notice of a decision and binding and award requiring action by the City Council, such action is not taken, the Association may be entered as then resort to a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as jurisdiction to process the matter expeditiously. The times specified in pursue whatever other legal remedies are available to it under this Section may be extended upon mutual agreement Memorandum of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionUnderstanding. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any Except as provided in Sections 3.1(b)(iii), 3.2(c) and 9, Buyer and Seller agree that any controversy or claim arising out of or relating to this Agreement or the transactions contemplated herein (including any question arising as to whether or not any dispute not settled by falls within the parties by structured negotiation (other than actions for injunctive relief including specific performanceterms of this Section 11.11 or the selection of arbitrators) shall be submitted only to binding settled by arbitration. The arbitration will be conducted , in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the American Arbitration Association (the "AAA") in effect as of the Closing Date, although such arbitration need not be administered by the AAA. In Such arbitration shall be conducted by a single neutral arbitrator. Buyer shall choose one arbitrator and Seller shall choose one arbitrator both within fifteen (15) days after notice by either party of the event need to commence arbitration. If either party has not chosen an arbitrator within such 15-day period, then the appointed arbitrator shall be the arbitrator for the arbitration. If both parties have chosen an arbitrator within such 15-day period, the two arbitrators shall agree on a third arbitrator, who shall serve as the sole arbitrator for the arbitration. Arbitration proceedings shall be commenced by either Buyer or Seller, by delivering to the other a written notice requesting arbitration. All arbitration proceedings shall be conducted in Omaha, Nebraska, or at such other location as is mutually agreed to by Seller and Buyer, on a date and at a time that is reasonably acceptable to each of Seller and Buyer. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof. The arbitrator shall be bound to follow the laws of the State of Delaware. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Buyer and the Seller shall use reasonable efforts to cause the arbitrator to manage the arbitration such that a conflict with such rules, decision is delivered to the parties within 60 days after the controversy or claim is submitted to arbitration. The arbitrator shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Agreement will controlSection 11.11(a) shall not be a basis for challenging the award. (b) The arbitration shall take place in SeattleAll costs, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single including the arbitrator, 's fees and expenses and the two (2) selected arbitrators reasonable costs and expenses of the other party and its counsel, shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered be borne by the arbitrators party or parties against which an award is rendered in dispute. ASSET PURCHASE AGREEMENT (c) Any legal proceeding instituted to enforce an arbitration award hereunder may be brought in a court of competent jurisdiction (either state or federal). Nothing herein shall be final and binding and may be entered as a judgment construed to prevent any party from seeking equitable relief in any court of competent jurisdiction. The arbitrators shall control the scheduling so as jurisdiction to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement restrain or prohibit any breach or threatened breach of any covenant of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit set forth in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the this Agreement, whether or not the arbitrators may not award non-monetary parties have first sought to resolve the dispute through negotiation or equitable relief of any sortarbitration pursuant to this Section 11.11. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.ASSET PURCHASE AGREEMENT

Binding Arbitration. (a) Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity thereof, or the transactions contemplated herein (including any question arising as to whether or not any dispute not settled by falls within the parties by structured negotiation (other than actions for injunctive relief including specific performanceterms of this Section or the selection of arbitrators) shall be submitted only to settled by binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In American Arbitration Association, as modified herein, by three arbitrators, with each of Parent and the event of a conflict with such rulesCompany (or after the Closing, this Agreement will control. (b) The arbitration shall take place in Seattlethe Shareholder Representative), Washington, before a panel of three arbitrators appointed as follows: each party selecting one arbitrator and the two so selected shall select a single arbitratorthird (and if they are unable to agree, and such third arbitrator shall be appointed by the two (2) selected arbitrators shall mutually agree upon a thirdAAA). The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and resolved judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitration shall be conducted in Hennepin County, Minnesota. (b) The Parent Parties and the Company (and after the Closing, the Shareholder Representative) shall have discovery rights as provided by the Federal Rules of Civil Procedure. (c) The Parent Parties and the Company (and after the Closing, the Shareholder Representative) shall bear their own costs in connection with the arbitration and shall share equally the fees and expenses of the arbitrators. No potential arbitrator The foregoing shall not affect rights the Shareholder Representative may serve on have to reimbursement for such costs from the panel unless he or she has agreed in writing to abide and be bound by theseShareholder Fund Amount. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties hereto (and after the Closing, the Shareholder Representative), agree that any legal proceeding instituted to enforce an arbitration award hereunder will be brought in a state or federal court of competent jurisdiction (either state or federal) located in Hennepin County, Minnesota and hereby submit to personal jurisdiction therein and irrevocably waive any objection as to venue therein, and further agree not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. (e) Nothing herein shall equally split the fees be construed to prevent any party from seeking equitable relief in any court of competent jurisdiction to compel specific performance or restrain or prohibit any breach or threatened breach of any covenant of the arbitration and the arbitratorsparties set forth in this Agreement.

Binding Arbitration. (a) Any dispute All claims, disputes, controversies and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof that cannot settled be resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be settled by binding arbitration in accordance with this Agreement and the following procedure or such other procedures as may be agreed upon by the parties in writing: 18.3.1. Either party may serve upon the other party, by hand or certified mail, a written demand, specifying in reasonable detail the nature of the matter, that the claim, dispute, or controversy or other matter in question be submitted only to binding arbitration. The demand, which shall be effective upon receipt, shall be made within a reasonable time after the claim, dispute, controversy or other matter in question has arisen. In no event shall the demand for arbitration will be made after the date when institution of legal or equitable proceedings, based upon such claim, dispute, controversy or other matter in question, would be barred by the applicable statute of limitations or laches. The parties shall not submit claims for punitive damages, and do hereby waive any right to the same, and the arbitrators shall not be authorized to award punitive damages resulting from, arising out of, or related to the performance of this Agreement. 18.3.2. After service of a demand for arbitration, the parties shall attempt to agree upon a single arbitrator within ten (10) calendar days or such longer period as the parties may agree upon in writing. 18.3.3. In the event the parties cannot agree upon a single arbitrator within the period established under Section 18.3.2 herein, then each party shall appoint one arbitrator within an additional ten (10) calendar days and notify the other party of such appointment. If either party fails to timely appoint an arbitrator then the arbitrator appointed by the other party shall be the sole arbitrator. If, however, both parties appoint an arbitrator then a third arbitrator shall be selected within ten (10) calendar days thereafter by the first two arbitrators unless otherwise agreed by the parties in writing. If the arbitrators and the parties fail to appoint a third arbitrator, either party may request the American Arbitration Association or any federal or local court of the State of New York to appoint the third arbitrator. 18.3.4. Except as otherwise provided herein, any arbitration proceeding shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules and procedures of the AAAAmerican Arbitration Association or such other rules and procedures as are agreed to by the arbitrators or the parties in writing. In Nothing contained herein shall be construed as requiring submission of any claim, dispute, controversy or other matter in question to the event of a conflict with such rules, this Agreement will controlAmerican Arbitration Association. (b) 18.3.5. The arbitration proceeding shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience be held in the computer software business. The State of New York, unless otherwise agreed by the arbitrators shall rule on or the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearingsparties. 18.3.6. The decision rendered by the arbitrators through arbitration shall be final and binding upon the parties hereto and judgment may be entered as a judgment in accordance with applicable law in any court of competent jurisdictionhaving jurisdiction thereof. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon In rendering a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementdecision, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseterms of this Agreement. 18.3.7. Although the parties agree that compulsory and binding arbitration shall be the exclusive means of dispute resolution, judicial review of any arbitration decision or proceeding (dother than entry or enforcement of an arbitration award/judgment) Each party or of any matter arising under the terms of this Agreement, whether or not submitted to the binding arbitration process required by this Agreement, shall bear its own costs be brought solely in the federal or local courts of arbitration. A party seeking discovery shall reimburse the responding party the costs State of production of documents (to include search time and reproduction costs)New York. 18.3.8. The parties foregoing procedures shall equally split the fees not preclude either party from pursuing all available remedies for infringement of the arbitration and the arbitratorsa registered patent, trademark, service xxxx, or copyright.

Binding Arbitration. If any dispute shall arise between the parties to this Contract, either before or after its termination, with reference to the interpretation of this Contract, including the formation or validity thereof, or the rights of either party with respect to any transactions under this Contract, the dispute shall be referred to three (a3) Any dispute not settled arbitrators. One arbitrator is to be chosen by each party and the third by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only two so chosen. If either party refuses or neglects to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision appoint an arbitrator within thirty (30) days after the close receipt of hearingswritten notice from the other party requesting it to do so, the requesting party may nominate two (2) arbitrators who shall choose the third. In the event the arbitrators do not agree on the selection of the third arbitrator within thirty (30) days, each arbitrator shall name three (3), of whom the other arbitrator shall decline two (2) and the decision shall be made by drawing lots. All arbitrators shall be executive or retired officers of insurance or reinsurance companies or underwriters at Lloyd's of London, not under the control of either party to this Contract. If more than one Reinsurer is involved in the same dispute, all such Reinsurers shall constitute and act as one party for the purposes of this Article, provided, however, that nothing herein shall impair the rights of such Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the arbitrators. The arbitrators shall consider this Contract an honorable engagement rather than merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision rendered by of a majority of the arbitrators shall be final and binding on both the Company and the Reinsurer. Judgment may be entered as a judgment upon the award of the arbitrators in any court of competent having jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear the fee and expenses of its own costs arbitrator, one half of the fees and the expenses of the third arbitrator and one half of the other expenses of the arbitration. A party seeking discovery shall reimburse In the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split event both arbitrators are chosen by one party, the fees of the arbitrators shall be equally divided between parties. Any such arbitration and shall take place in Hatboro, Pennsylvania, unless some other location is mutually agreed upon by the arbitratorsparties.

Binding Arbitration. (a) Any dispute not settled by If after the parties by structured negotiation (other than actions mediation procedures called for injunctive relief including specific performance) shall be submitted only under Subsection 19.3 above the Dispute remains unresolved, any Party wishing to further pursue a resolution of the Dispute must initiate binding arbitration, before a single arbitrator, by providing to JAMS, or its successor, in Seattle, Washington and to the other Designated Representatives a written request for binding arbitration pursuant to this Section. The written request for binding arbitration will be conducted in accordance with the procedures must set forth herein the subject of the Dispute and the Arbitration Rules for Commercial Arbitration Rules relief requested, and such request must be provided within thirty (30) days of the AAA. In the event of a conflict with such rules, this Agreement will controlmediation. (b) The Designated Representatives shall then cooperate with JAMS and with one another in selecting an arbitrator from JAMS’ panel of neutrals, but if the Designated Representatives cannot agree on an arbitrator within seven (7) days, then each Designated Representative shall select a designee from among the JAMS panel of neutrals, and those designees shall in turn select, from among the JAMS panel of neutrals, the single arbitrator who shall hear the matter in arbitration (the “Arbitrator”). Notwithstanding the above, no one will be nominated to act as an Arbitrator who is in any way financially interested in the business affairs of any of the Port or Corix. (c) The arbitration shall take place be conducted in Seattle, WashingtonWashington under the arbitration rules contained in the then published Commercial Arbitration Rules and Mediation Procedures of the AAA, before a panel except as such are inconsistent with the explicit provisions herein. (d) The Federal Rules of three arbitrators appointed Civil Procedure shall govern discovery during arbitration; however, the Arbitrator shall have full discretion to regulate discovery so as follows: each party shall select a single arbitratorto provide for prompt, efficient, and fair resolution of the two (2) selected arbitrators shall mutually agree upon a thirdclaims, disputes and matters in question. The arbitrators selected During the conduct of the arbitration proceedings, the Arbitrator shall have knowledge full discretion concerning the admissibility and experience relevance of evidence, being guided in exercising such discretion by the principles set out in the computer software business. Federal Rules of Evidence. (e) The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision Arbitrator shall, within thirty (30) days after of the close conclusion of hearings. The decision rendered by the arbitrators arbitration, issue an award that shall be final binding upon the parties and binding and judgment on the award may be entered as a judgment in any court of competent appropriate jurisdiction. The arbitrators shall control arbitration award must be in writing and must explain the scheduling so as to process reasons for the matter expeditiouslydecision. The times specified in this Section may Arbitrator may, but will not be extended upon mutual agreement bound to, make findings of the parties upon a showing fact or conclusions of good causelaw. The parties may submit written briefs. Discovery arbitration award shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing include an award to the other partysubstantially prevailing party of reasonable attorneys’ fees and costs, and that party shall so respondincluding the costs of retaining experts, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in connection with the Agreementarbitration proceeding; however, the arbitrators Arbitrator may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with such attorney’s fees and costs if the Agreement. In no event, even if any other portion of these provisions Arbitrator does not find there is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionsubstantially prevailing party. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute If resolution of the Dispute still cannot be achieved pursuant to Section 11.03, the Dispute shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Boston, Massachusetts, in accordance with the procedures set forth herein and the Arbitration Rules for then current Commercial Arbitration Rules of the AAA as modified by the following provisions: (a) Selection of one neutral arbitrator by the parties shall be from the AAA panel list in accordance with the appointment rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration process shall take place be conducted on an expedited basis by the Boston Office of the AAA. Proceedings in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party arbitration shall select a single arbitrator, and the two begin no later than forty-five (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (3045) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement filing of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators Dispute and shall be permitted as follows: each party may submit in writing scheduled to conclude no later than two-hundred seventy (270) days after the other partyfiling of the Dispute. All hearings, and that party shall so respond, unless otherwise agreed to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in by the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceableparties, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter held in the same jurisdictionBoston, Massachusetts. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential The arbitrator may serve on the panel unless he in his discretion order a pre-hearing exchange of information including production of documents, exchange of summaries of testimony or she has agreed in writing to abide and be bound by theseexchange of statements of position or depositions. (d) Each party The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall bear its own costs be disclosed exclusively for the purpose of arbitration. facilitating the arbitration process and for no other purpose and shall be deemed to be information subject to the confidentiality provisions of this Agreement. (e) The award of the arbitrator shall be made in a written opinion containing a concise analysis of the basis upon which the award was made. (f) A party seeking discovery shall reimburse judgment upon the responding party award rendered by the costs arbitrator may be entered in any court having jurisdiction thereof. (g) The parties agree to equally split the cost of production any arbitration including the administrative fee, the compensation of documents the arbitrator and the expenses of any witnesses or proof produced at the direct request of the arbitrator. (to include search time and reproduction costs). h) The parties shall equally split each bear all their own costs and expenses, including the fees and expenses of legal counsel and expert witnesses. (i) Notwithstanding the agreement to arbitrate contained in this Article XI, any party may apply to any court having jurisdiction to enforce this Agreement to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved. (j) The arbitrator shall have the right only to interpret and apply the terms and conditions of this Agreement in accordance with the law of the arbitration State and to order any remedy allowed by this Agreement, but may not change any term or condition of this Agreement, deprive any party of any remedy expressly provided hereunder or provide any right or remedy that has not been expressly provided hereunder. (k) The arbitrator shall not have the arbitratorspower to award consequential damages or punitive damages. (l) The Federal Arbitration Act, 9 U.S.C. Sections 1 through 14, except as modified hereby, shall govern the interpretation and enforcement of this Article XI.

Binding Arbitration. (a) Any dispute not controversy between the parties hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Dallas County, Texas, in accordance with the procedures set forth herein rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Dallas office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery in accordance with the Texas Arbitration Act, ss. 171.001 et. Seq. of the Texas Civil Practice and the arbitratorsRemedies Code.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled 1. If an impasse persists ten days after the mediator has been appointed, the board shall have the power, upon request of either party, to arrange for arbitration, which shall be binding. The request for arbitration shall be in writing and a copy of the request shall be served upon the other party. 2. Each party shall serve its final offer on each of the impasse items upon the other party within four days of the board’s receipt of the request for arbitration. The parties may continue to negotiate all offers until an agreement is reached or an award is rendered by the arbitrator. The full costs of arbitration under this section shall be shared equally by the parties to the dispute. 3. The submission of the impasse items to the arbitrator shall be limited to those items upon which the parties have not reached agreement. With respect to each such item, the arbitrator’s award shall be restricted to the final offers on each impasse item submitted by structured negotiation (the parties to the arbitrator. 4. Upon the filing of the request for arbitration, a list of five arbitrators shall be served upon the parties by the board. Within five days of service of the list, the parties shall determine by lot which party shall remove the first name from the list and the parties shall then alternately remove names from the list until the name of one person remains, who shall become the arbitrator. The parties shall immediately notify the board of their selection and the board shall notify the arbitrator. After consultation with the parties, the arbitrator shall set a time and place for an arbitration hearing. 5. The arbitrator shall at no time engage in an effort to mediate or otherwise settle the dispute in any manner other than actions for injunctive relief including specific performance) that prescribed in this section. 6. From the time the board notifies the arbitrator of the selection of the arbitrator until such time as the arbitrator’s selection on each impasse item is made, there shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules no discussion concerning recommendations for Commercial Arbitration Rules settlement of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings the arbitrator with parties other than those who are direct parties to the dispute. 7. The arbitrator shall consider, in addition to any other relevant factors, the following factors: a. Past collective bargaining contracts between the parties including the bargaining that led up to such contracts. b. Comparison of fact wages, hours and conditions of employment of the involved public employees with those of other public employees doing comparable work, giving consideration to factors peculiar to the area and the rationale classifications involved. c. The interests and welfare of the public, the ability of the public employer to finance economic adjustments and the effect of such adjustments on the normal standard of services. d. The power of the public employer to levy taxes and appropriate funds for their decision the conduct of its operations. 8. The arbitrator may administer oaths, examine witnesses and documents, take testimony and receive evidence, and issue subpoenas to compel the attendance of witnesses and the production of records. The arbitrator may petition the district court at the seat of government or of the county in which the hearing is held to enforce the order of the arbitrator compelling the attendance of witnesses and the production of records. 9. The arbitrator shall select within thirty (30) fifteen days after the close hearing the most reasonable offer, in the arbitrator’s judgment, of hearingsthe final offers on each impasse item submitted by the parties. 10. The decision rendered selections by the arbitrators arbitrator and items agreed upon by the public employer and the employee organization, shall be deemed to be the collective bargaining agreement between the parties. 11. The determination of the arbitrator shall be final and binding and may be entered as a judgment in any court subject to the provisions of competent jurisdictionsection 20.17, subsection 6. The arbitrators arbitrator shall control give written explanation for the scheduling so as to process arbitrator’s selections and inform the matter expeditiously. The times specified in this Section may be extended upon mutual agreement parties of the parties upon a showing decision.[C75, 77, 79, 81, §20.22]2008 Acts, xx 0000, §000, 2010 Acts, xx 0000, §00 – 29 The following replaces Sections 6 and 7 of good cause. The parties may submit written briefs. Discovery shall be controlled by Article 17 of the arbitrators Agreement until such time that legislative changes are made substantially modifying or eliminating Civil Service layoff provisions to remove the inconsistencies between the law and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. The Parties agree that the negotiation and arbitration procedures set forth below will be the sole and exclusive remedy for resolving disputes or disagreements for money damages between any of the Parties as to the interpretation of any provision of this Agreement or of any of the agreements contemplated hereby, as to the performance of any obligations hereunder or thereunder, as to any determination to be made by any of the Parties hereunder or thereunder, or that otherwise arise out of this Agreement or any of the agreements contemplated hereby (aeach, a "Dispute"): (i) Any dispute not settled In the event that any Party or Parties hereto asserts that there exists a Dispute, such Party or Parties (the "Asserting Parties") will deliver a written notice to the other Party or Parties involved in such Dispute (the "Receiving Parties"), specifying the nature of the asserted Dispute and requesting a meeting to resolve the same (the "Dispute Notice"). Upon delivery of the Dispute Notice, the Asserting Parties and the Receiving Parties (the "Disputing Parties") will promptly meet in a good faith effort to resolve such Dispute. If the Disputing Parties are unable to resolve such Dispute through good faith negotiations within 15 calendar days after delivery of the Dispute Notice, the Asserting Parties may commence binding arbitration hereunder by delivering to the Receiving Parties written notice of arbitration (the "Arbitration Notice") within 60 calendar days after delivery of the Dispute Notice. Such Arbitration Notice shall specify the matters as to which arbitration is sought, the nature of any Dispute, the claims of each party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the parties Rules (as defined below) to be included therein, if any. (ii) Upon delivery of the Arbitration Notice, the Dispute will be settled exclusively by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationarbitration in the city of Chicago, Illinois. The Such arbitration will be conducted administered by the Center for Public Resources Institute for Dispute Resolutions (the "Institute") in accordance with its then-prevailing Rules for Non-Administered Arbitration of Business Disputes (the "Rules"), by one independent and impartial arbitrator jointly selected by the Asserting Parties and the Receiving Parties (or, if they cannot agree, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will controlRules). (biii) Notwithstanding anything to the contrary provided herein, the arbitration will be governed by the United States Arbitration Act, 9 U.S.C. (S) 1 et seq. (iv) The arbitration shall take place in Seattle, Washington, before a panel fees and expenses of three arbitrators appointed as follows: each party shall select a single arbitrator, the Institute and the two arbitrator will be paid equally by the Disputing Parties to the arbitration and will be advanced by it from time to time as required; provided that at the conclusion of the arbitration, the arbitrator will award costs and expenses (2including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) selected arbitrators between the Disputing Parties based on the relative extent to which each of such Parties prevails on the merits of the Dispute. (v) The arbitrator shall mutually agree upon permit and facilitate such limited discovery as it shall determine appropriate in the circumstances, consistent with the arbitrator's purpose of obtaining a thirdswift and efficient resolution of any Dispute. The arbitrators selected shall have knowledge Disputing Parties will keep confidential any proprietary information or other non-public information disclosed in any such discovery. (vi) The arbitrator will render its decision and experience in award within 90 days of the computer software businessconclusion of the arbitration hearing. Notwithstanding anything to the contrary provided herein and without prejudice to the above procedures, any Disputing Party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitration panel is convened and available to hear such Party's request for temporary relief. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators shall arbitrator will be final and binding on all of the Disputing Parties and there will be no appeal from or reexamination of the final award, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any Party, or to correct manifest clerical errors. Each of the Disputing Parties may enforce such final award and a judgment thereon may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute Dispute that is not settled resolved pursuant to Section 8.3 shall, at the written request of any Party (an “Arbitration Demand Notice”), be submitted to binding arbitration in accordance with this Section 8.4(a). If either Party shall deliver an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute without the requirement of first delivering a Dispute Notice as contemplated by Section 8.2 or a Mediation Request as contemplated by Section 8.3. Subject to Section 8.5, upon delivery of an Arbitration Demand Notice in accordance with this Section 8.4(a), the parties by structured negotiation (other than actions for injunctive relief including specific performance) Dispute shall be submitted only to binding arbitration. The decided in accordance with this Section 8.4(a). (i) Any arbitration hereunder will be conducted in accordance with CPR Rules for Administered Arbitration then in effect (the “CPR Arbitration Rules”); provided, however, that to the extent that the provisions of this Agreement and the CPR Arbitration Rules conflict, the provisions of this Agreement (including this Article VIII) shall govern. Unless the Parties otherwise agree, any such arbitration shall be conducted by and before a single arbitrator selected by the Parties in accordance with the procedures set forth herein on Schedule 8.4(a)(i). Any arbitrator selected pursuant to this Section 8.4(a) shall be neutral and disinterested with respect to each of the Parties and the Arbitration Rules for Commercial Arbitration Rules subject matter of the AAA. In the event of a conflict with such rules, this Agreement will controlDispute. (bii) The arbitration arbitrator shall take place in Seattle, Washington, before a panel have full power and authority to determine issues of three arbitrators appointed as follows: each party arbitrability but shall select a single arbitratorotherwise be limited to interpreting or construing the applicable provisions of this Agreement or other Transaction Document, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no authority or power to award damages inconsistent with limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or other Transaction Document; it being understood that the Agreement. In no eventarbitrator will have full authority to implement the provisions of this Agreement or other Transaction Document and to fashion appropriate remedies for breaches of this Agreement or other Transaction Document (including interim or permanent injunctive relief or other equitable relief); provided, even if however, that the arbitrator shall not have (A) any other portion authority in excess of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by authority a court deciding having jurisdiction over the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration Parties and the arbitrators.Dispute would have absent these arbitration provisions or

Binding Arbitration. (ai) Any If any dispute referred to in Section 9.04(b) above cannot settled by be resolved through non-binding mediation as provided in Section 9.04(c), the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to agree that they will resolve the dispute through binding arbitration. The arbitration will Non-technical matters shall be conducted in accordance with decided by a single arbitrator under the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration arbitrator shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, be selected and the two (2) selected arbitrators matter resolved using the process described below. Disputes regarding technical matters shall mutually agree upon a thirdbe referred to an independent engineer who is not the Consulting Engineer. The arbitrators selected Any arbitration decision hereunder shall have knowledge and experience in be conclusive as to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators matters submitted, shall be final and binding upon the parties, and may be entered as a enforced in any court of competent jurisdiction in the State of Florida. The parties agree to the entry of such judgment in any court of competent jurisdictionjurisdiction in the State of Florida. Either party may give to the other written notice of its intention to have a matter submitted to arbitration hereunder, in which event a hearing thereon shall commence within a reasonable time (not to exceed fifteen (15) days, unless expressly provided otherwise in this Agreement) thereafter. (ii) The parties shall mutually agree on a single commercial arbitrator or independent engineer, as applicable. In the event the parties cannot agree, the following procedure shall be used to select the commercial arbitrator or independent engineer, as applicable: the parties shall each submit to the other the name of one commercial arbitrator or independent engineer, as applicable, which each believes is qualified; together, these two shall select a third commercial arbitrator or independent engineer, as applicable. The arbitrators individual so selected shall control arbitrate the scheduling so dispute and is referred to hereafter as to process the matter expeditiously. “Arbitrator.” The times specified in this Section Arbitrator may be extended upon relieved of employment by either party; provided, however, that during a hearing or pending a decision, the Arbitrator shall not be relieved of employment except by mutual agreement of the parties upon a showing of good causeparties. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the AgreementIf such an event occurs, the arbitrators may not award nonparties shall immediately select a new Arbitrator utilizing the above-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictiondescribed procedure. (ciii) Any issue concerning In the extent event either party submits a dispute to which any arbitration and the other party disagrees as to whether the subject matter of such dispute is within the scope of this Section 9.04(g), the Arbitrator shall first determine whether the subject to arbitrationmatter is within such scope. If the Arbitrator determines that the subject matter is within its scope, or concerning it shall resolve the applicabilitymatter. If the Arbitrator determines the subject matter is not within the scope of this Section 9.04(g), interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, the Arbitrator shall not resolve the dispute and the matter shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he any other means available at law or she has agreed in writing to abide and be bound by theseequity. (div) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees services of the Arbitrator shall be paid for, together with any additional costs incurred in excess of the Arbitrator’s fee, including but not limited to any costs incurred in enforcing the arbitration and decision, by the arbitratorsnonprevailing party.

Binding Arbitration. (aIn the event the JDC cannot reach agreement with respect to a particular matter that is properly to be decided by unanimous vote of the JDC under Section 2.2.3(c) Any dispute above, and such matter is not settled resolved by the parties applicable Negotiators in accordance with Section 2.2.3 above, then the matter shall be referred to binding arbitration by structured negotiation one (1) arbitrator. In such arbitration, the arbitrator shall be an independent expert (including in the area of the dispute) in the pharmaceutical or biotechnology industry mutually acceptable to the Parties. The Parties shall use their best efforts to mutually agree upon one (1) arbitrator; provided, however, that if the Parties have not done so within ten (10) days after initiation of arbitration hereunder, or such longer period of time as the Parties have agreed to in writing, then such arbitrator shall be an independent expert as described in the preceding sentence selected by the Chicago office of the American Arbitration Association. Such arbitration shall be limited to casting the deciding vote with respect to matter in dispute, and in connection therewith, each Party shall submit to the arbitrator in writing its position on and desired resolution of such matter. Such submission shall be made within ten (10) days of the selection or appointment of the arbitrator, and the arbitrator shall rule on such matter and cast the deciding vote within ten (10) days of receipt of the written submissions by both Parties. The arbitrator shall select one of the Party’s positions as his decision, and shall not have authority to render any substantive decision other than actions to so select the position of either Celgene or Array; provided, however, that the arbitrator shall not have the authority to select a Party’s position if such position would require Array to conduct clinical trial activities that are not within the general guidelines and objectives for injunctive relief including specific performancetrial designs previously agreed by the Parties (“Trial Design Guidelines”) as interpreted by the arbitrator. Except as provided in the preceding sentence, such arbitration shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for then-current Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdAmerican Arbitration Association. The arbitrators selected shall have knowledge arbitrator’s ruling and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators vote shall be final and binding and may be entered as a judgment in any court of competent jurisdictionupon the Parties. The arbitrators costs of any arbitration conducted pursuant to this Section 2.3 shall control be borne equally by the scheduling so as to process the matter expeditiouslyParties. The times specified in this Section may be extended upon mutual agreement of Parties shall use diligent efforts to cause the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum completion of any combination of thirty-five such arbitration within sixty (3560) (none of which may have subparts) of interrogatories, demands to produce documents, and requests days following a request by any Party for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionsuch arbitration. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If a controversy or dispute is not resolved after completion of the negotiation process described in Section 5, then, upon notice by either party to the other party (aan “Arbitration Notice”) Any and to AAA, the controversy or dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to a sole arbitrator who is independent and impartial, for binding arbitrationarbitration in Houston, Texas, in accordance with AAA’s Commercial Arbitration Rules (the “Rules”). The parties agree that they will faithfully observe this Agreement and the Rules and that they will abide by and perform any award rendered by the arbitrator. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved Act, 9 U.S.C. Section 1-16 (or by the arbitrators. No potential arbitrator same principles enunciated by such Act in the event it may serve on the panel unless he or she has agreed in writing to abide and not be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction coststechnically applicable). The parties shall equally split the fees award or judgment of the arbitrator shall be final and binding on all parties and judgment upon the award or judgment of the arbitrator may be entered and enforced by any court having jurisdiction. If any party becomes the subject of a bankruptcy, receivership or other similar proceeding under the laws of the United States of America, any state or commonwealth or any other nation or political subdivision thereof, then, to the extent permitted or not prohibited by applicable law, any factual or substantive legal issues arising in or during the pendency of any such proceeding shall be subject to all of the foregoing mandatory mediation and arbitration provisions and shall be resolved in accordance therewith. The agreements contained in Sections 5, 6 and 7 have been given for valuable consideration, are coupled with an interest and are not intended to be executory contracts. The fees and expenses of the arbitrator will be shared by all parties engaged in the dispute or controversy on a basis determined to be fair and equitable by the arbitrator, taking into account the relative fault of each party, the relative credibility and merit of all claims and defenses made by each party and the arbitratorscooperation, speed and efficiency of each party in conducting the arbitration proceedings and complying with the Rules and with orders and requests of the arbitrator.

Binding Arbitration. (a) Any dispute All disputes arising under this Agreement, ("Disputes") will be resolved as follows: first, senior management of Buyer and Seller will meet to attempt to resolve such Dispute. If the Dispute cannot settled be resolved by agreement of the parties Parties, any Party may at any time make a written demand for binding arbitration of the Dispute; provided that the foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes; and provided further that resolution of Disputes with respect to claims by structured negotiation (other than actions for injunctive relief including specific performance) shall third Persons will be submitted only to binding arbitrationdeferred until any judicial proceedings with respect thereto are concluded. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association in effect on the date hereof will apply, and except as the applicable rules are modified by this Agreement, will apply. In As a minimum set of rules in the event of a conflict with such rules, this Purchase and Sale Agreement will control.Page9 arbitration the Parties agree as follows: (b) The arbitration shall take place in Seattle, Washington, will be held before a panel of three arbitrators appointed as follows: each party shall select consisting of one arbitrator selected by Buyer, the other selected by a single arbitratorSeller, and the third then selected by those two (2) selected arbitrators. If the appointed arbitrators shall mutually cannot agree upon on a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision third arbitrator within thirty (30) days of their appointment, the American Arbitration Association ("AAA") will appoint one. (c) The Party initiating arbitration (the "Claimant") will give simultaneous notice (the "Demand") of its intent to arbitrate to the AAA and to each other Party (the "Respondent"). The Demand will contain a statement setting forth in reasonable detail the nature of the Claimant's claim, the names and addresses of all other Parties, the amount involved, if any, and the remedy sought. The Respondent will file an answering statement (the "Answer") within fifteen (15) days of the Demand. The Answer will contain a statement setting forth in reasonable detail the Respondent's responses and defenses to the claim. If a counterclaim is asserted, it will be sent with the Answer and will contain a statement setting forth in reasonable detail the nature of the counterclaim, the amount involved, if any, and the remedy sought. The Claimant will file a reply statement (the "Reply") within fifteen (15) days of the counterclaim. The Reply will contain a statement setting forth in reasonable detail the Claimant's responses and defenses to the counterclaim. If no Answer or Reply is given within the stated time, the claim or the counterclaim will be assumed to be denied. Failure to file an Answer or Reply will not operate to delay the arbitration. (d) Unless the parties to the arbitration agree otherwise, no discovery will take place except as provided in this subsection. Not less than sixty (60) days before the date of the hearing, each Party shall provide to each other Party copies of all exhibits, affidavits and other evidence it intends to submit at the hearing, along with the identification of any witnesses to be called and a summary of anticipated testimony. Based on a review of the information provided, and not less than thirty (30) days before the date of the hearing, each Party will provide to each other Party copies of any additional exhibits, affidavits and other evidence it intends to submit at the hearing, along with the identification of any additional witnesses to be called and a summary of anticipated testimony. Purchase and Sale Agreement Page10 The arbitrators will be authorized to resolve (in a manner consistent with this clause (3)) any disputes concerning the exchange of information. (e) The arbitration hearing will take place no more than one hundred and eighty (180) days after the close date of the Demand, if any. (f) The arHbitrators will deliver their decision in writing within ten (10) days after the termination of the arbitration hearings. (g) Buyer and Seller will equally bear the costs and fees of the arbitration. The Parties agree that a court reporter will record the arbitration proceedings and that the reporter's record will be the agreed to transcript of the proceedings. Buyer and Seller will share the expenses of this recorder equally. (h) The arbitrators will issue a written opinion and specify the basis for their decision, the basis for the Damages award and a breakdown of the Damages awarded, and the basis of any other remedy. The arbitrators' decision rendered by the arbitrators shall will be considered as a final and binding resolution of the disagreement, will not be subject to appeal and may be entered as a judgment an Order in any court of competent jurisdictionjurisdiction in the United States; provided that this Agreement confers no power or authority upon the arbitrators to render any decision that is based on clearly erroneously findings of fact, that manifestly disregards the law, or exceeds of the powers of the arbitrator, and no such decision will be eligible for confirmation. Each Party agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such Order. No Party will xxx any other Party except for enforcement of the arbitrator's decision if such other Party is not performing in accordance with the arbitrator's decision. The arbitrators shall control provisions of this Agreement will be binding on the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionarbitrators. (ci) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall arbitration proceeding will be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve conducted on the panel unless he or she has agreed in writing to abide and be bound by thesea confidential basis. (dj) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse The arbitrators' discretion to fashion remedies hereunder will be no broader or narrower than the responding party legal and equitable remedies available to a court, unless the costs of production of documents Parties expressly state elsewhere in this Agreement that Parties will be subject to broader or narrower legal and equitable remedies than would be available under the law governing this Agreement. (to include search time and reproduction costs). The parties shall equally split the fees of k) the arbitration and the arbitratorswill be conducted in Houston, Texas.

Binding Arbitration. (a) Any dispute arising under this Agreement which cannot settled be resolved through the meeting (or mediation) process will be resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only submission to binding arbitration. The Party submitting the matter to arbitration will notify the American Arbitration Association and the other Party in writing of its desire for arbitration, stating the gravamen of its complaint against the other Party and requesting that the American Arbitration Association commence the arbitration process in [Institution to insert desired location]. All arbitration occurring hereunder will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules rules of the AAAAmerican Arbitration Association. In Judgment upon the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators shall be final and binding and arbitrator may be entered as a judgment and enforced in any court of competent jurisdiction. All arbitration conducted hereunder will abide by the following: 15.3.1 The arbitrators shall control Parties agree that a single arbitrator will preside over the scheduling so as to process the matter expeditiouslyarbitration. The times specified Parties agree to request that the American Arbitration Association provide a list of potential arbitrators who (i) are former judges; and (ii) are knowledgeable in both technology and the administration of institutions of higher learning, if such a person can be located. Otherwise, the potential arbitrators will be former judges. The Parties agree to use the “rank and strike” method to appoint the arbitrator. 15.3.2 All proceedings, whether conducted with the Parties present or just with the arbitrator and the attorneys of the Parties will be reported and transcribed with the costs of transcription being shared equally by the Parties; 15.3.3 The arbitrator will be required to make written findings of fact as part of the award; 15.3.4 The arbitrator will not be authorized to make any award for damages in excess of the agreed limitations of liability set out in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose event a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject submitted to arbitration, but this Agreement or concerning the applicabilityapplicable Program Schedule has not been terminated, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by then each Party will continue to perform to the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseextent commercially reasonable. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) dispute, controversy or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted only to and settled by binding arbitration. The arbitration will be conducted in Des Moines, Iowa, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the Executive shall select one arbitrator and the third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of a forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 7.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Agreement, either party may bring an action in the District Court of Polk County, or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party bringing the action nor the party defending the action thereby waives its right to arbitration of any dispute, controversy or claim arising out of or in connection or relating to this Agreement. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Agreement, either party may seek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrators. The parties agree that in any arbitration commenced pursuant to this Agreement, the parties shall be entitled to such discovery (including depositions, requests for the production of documents and interrogatories) as would be available in a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event of a conflict that either party fails to comply with such rulesits discovery obligations hereunder, this Agreement will control. (bthe arbitrator(s) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge full power and experience in authority to compel disclosure or impose sanctions to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings full extent of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement Rule 37 of the parties upon a showing Federal Rules of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionCivil Procedure. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. 21.2.1 If a Dispute is not resolved in the Initial Resolution Period set forth in Section 21.1, except as expressly provided for in Subsection 21.2.5, each Party hereto hereby irrevocably and unconditionally agrees to submit any Dispute to binding arbitration (ato be conducted in the manner set forth below). Within five (5) Any dispute not settled by Business Days after the parties by structured negotiation expiration of the Initial Resolution Period, LEVEL 3 and ACS-ANC shall mutually select one arbitrator with industry expertise in the subject matter of this Agreement; provided that, in the event that LEVEL 3 and ACS-ANC fail to mutually select an arbitrator within ten (other than actions for injunctive relief including specific performance10) Business Days following the expiration of the Initial Resolution Period, a neutral arbitrator, who has experience as a retired judge shall be submitted only to binding arbitration. The arbitration will be conducted selected within seven (7) days by Judicial Arbitration and Mediation Services (JAMS) in accordance with the procedures set forth herein and the JAMS Comprehensive Arbitration Rules for Commercial Arbitration Rules and Procedures (the “JAMS Rules”). Except as otherwise provided herein, the final decision regarding any Dispute shall be determined by the arbitrator and in accordance with the JAMS Rules. The Parties expressly agree that the arbitrator shall determine the discovery methods that shall be available to the Parties under this Subsection as appropriate under the circumstances. The Parties agree to use all reasonable efforts to have the arbitration hearing to be conducted within 180 days of the AAA. In appointment of the event mutually-selected arbitrator or the JAMS selected arbitrator. 21.2.2 Any final award shall be preceded by a written reasoned draft proposed award, and any Party shall have the right to demand a hearing on the proposed award, which hearing shall be preceded by submissions of memoranda by the Parties addressing the proposed award and stating such facts of record and such authority as the Party wishes to call to the arbitrator’s attention, and after any hearing thereon the arbitrator shall enter a conflict with such rulesfinal award which (a) shall be just, within the scope of this Agreement will control. and consistent with the Parties’ intent that this Agreement shall remain in full force and effect for the remaining term of the contract; (b) shall include a written decision setting out findings as to issues and the reasoning on which the award rests; (c) may include injunctive relief; (d) shall be made within sixty (60) days of the conclusion of any hearing or briefing if at all practicable; and (e) may be confirmed in any court having jurisdiction over the Party against whom enforcement is being sought. 21.2.3 The obligation of the Parties provided herein to arbitrate any Dispute between the Parties (or their respective heirs, successors, assigns or affiliates) shall not be deemed a waiver of any right of termination under this Agreement and the 21.2.4 The place of arbitration shall take place be Anchorage, Alaska. Subject to Subsection 21.2.5, each Party agrees not to commence any dispute, action, suit or proceeding between the Parties (or their respective heirs, successors, assigns or affiliates) arising out of, relating to, or in Seattleconnection with this Agreement, Washingtonor the breach, before or termination or validity thereof, regardless of whether such dispute is based upon fiduciary duty, tort, contract, statute, regulation or otherwise, except with such arbitrator; each Party further agrees that service of any process, notice, summons or document by U.S. registered mail to the address for such Party set forth in this Agreement shall be effective service for any such arbitration brought against such Party; each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such arbitration in Anchorage, Alaska, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such arbitration has been brought in an improper venue or an inconvenient forum. 21.2.5 A request by a panel Party to a court for interim equitable or injunctive relief to protect and secure its rights under this Agreement pending arbitration shall not be deemed a waiver of three arbitrators appointed as follows: the right to arbitrate. Furthermore, the Parties irrevocably and unconditionally agree to submit any such request exclusively to a state or Federal court located in Anchorage, Alaska; each party Party agrees not to commence any such request except in the Alaska state or Federal Courts; each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to the address for such Party set forth in this Agreement shall select a single arbitratorbe effective service of process for any such request brought against such Party in the Alaska Courts; each Party hereby irrevocably and unconditionally consents to the personal jurisdiction of the Alaska Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court any defense that such court does not have personal jurisdiction over it; each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of such request in the Alaska Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper venue or in an inconvenient forum. 21.2.6 The Parties, their representatives, other participants and the arbitrator shall hold the existence, content and result of any arbitration, and the two (2) selected arbitrators Parties, their representatives, and other participants shall mutually agree upon hold the existence, content and result of any request to a third. The arbitrators selected shall have knowledge and experience court hereunder in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings strictest of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators confidence and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in disclose the same jurisdictionexcept as required by law. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) dispute, controversy or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted only to and settled by binding arbitration. The arbitration will be conducted in Des Moines, Iowa, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the Executive shall select one arbitrator and the third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of a forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 6.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, either party may bring an action in the District Court of Polk County, or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party bringing the action nor the party defending the action thereby waives its right to arbitration of any dispute, controversy or claim arising out of or in connection or relating to this Agreement. Notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, either party may seek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrators. The parties agree that in any arbitration commenced pursuant to this Agreement, the parties shall be entitled to such discovery (including depositions, requests for the production of documents and interrogatories) as would be available in a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event of a conflict that either party fails to comply with such rulesits discovery obligations hereunder, this Agreement will control. (bthe arbitrator(s) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge full power and experience in authority to compel disclosure or impose sanctions to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings full extent of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement Rule 37 of the parties upon a showing Federal Rules of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionCivil Procedure. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If not resolved pursuant to Sections 13.2 or 13.3 within 90 days of the request for submission to mediation, then upon the written request of either party to the other party and to JAMS, the dispute shall be submitted to arbitration by JAMS pursuant to its Comprehensive Arbitration Rules then in effect (except as expressly modified below). The arbitration hearings shall be held before a single arbitrator in Boston, Massachusetts, if the arbitration is initiated by Customer, or in the major metropolitan area with direct flights from Boston nearest to Customer’s principal office if the arbitration is initiated by Fresh Relevance. The arbitrator shall be independent and disinterested and shall have experience with the online advertising technology industry. If the parties have not agreed upon an arbitrator within ten (10) business days after the request for arbitration has been filed with JAMS, either party may request JAMS to name a list of five arbitrator candidates, and the parties shall each then, in successive rounds (with the party demanding the arbitration having the first chance to strike a name), strike one name off the list until only one name remains, which shall be the arbitrator. The arbitrator shall (a) Any dispute not settled follow the substantive rules of the applicable law, (b) require all testimony to be transcribed, and (c) accompany the award with findings of fact and a statement of reasons for the decision. The arbitrator shall have the authority to permit discovery for no more than ninety (90) days, upon reasonable request of a party, to the extent deemed appropriate by the arbitrator. The arbitrator shall determine issues of arbitrability but shall have no power or authority to (i) add to or detract from the written agreement of the parties set forth in this Agreement, (ii) modify or disregard any provision of this Agreement, or (iii) address or resolve any issue not submitted by structured negotiation (other the parties. The arbitrator shall hold hearings during a period of not more than actions for 45 calendar days promptly following conclusion of discovery and shall render a final decision within 45 days following conclusion of the hearings. The arbitrator shall have the power to grant injunctive relief including specific performance(without the necessity of a party posting a bond) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures event a party has violated the rights granted by, or the confidentiality provisions set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAin, this Agreement, but shall have no power to award punitive and/or exemplary damages. In the event of a conflict with such rulesbetween the JAMS Comprehensive Arbitration Rules and the provisions of this Agreement, the provisions of this Agreement will shall control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators Any award made hereunder shall be final and binding made within four (4) months of the appointment of the arbitrator and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not Except as set forth in Section 2.10 and 2.12, (a) any dispute, controversy or claim arising in connection with this Agreement shall be settled by the parties binding arbitration if so requested by structured negotiation any party hereto pursuant to paragraph (other than actions for injunctive relief including specific performanceb) shall be submitted only to binding arbitrationbelow. The arbitration will shall be conducted by three arbitrators, who shall be appointed pursuant to the rules of the American Arbitration Association (the "AAA"). The arbitration shall be held in Chicago, Illinois and shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules commercial arbitration rules of the AAA. In , except that the event of a rules set forth in this Section 2.11 shall govern such arbitration to the extent they conflict with such rules, this Agreement will controlthe rules of the AAA. (b) The Upon written notice by a party to the other parties of a request for arbitration hereunder, the parties shall take place use their commercially reasonable efforts to cause the arbitration to be conducted in Seattlean expeditious manner. All other procedural matters shall be within the discretion of the arbitrators. In the event a party fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrators, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and fix a reasonable period of time for compliance and, if the party does not comply within said period, a remedy deemed just by the arbitrators, including an award of default, may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionimposed. (c) Any issue concerning Judgment upon the extent to which award rendered by the arbitrators may be entered in any dispute is subject to court having jurisdiction. The parties shall each be responsible for their own expenses in connection with such arbitration, or concerning including, without limitation, counsel fees and fees of experts; provided, however, that the applicability, interpretation, or enforceability parties shall share equally in the expense of these procedures, including any contention that all or part the arbitrators and of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseAAA. (d) Each party Notwithstanding anything contained herein to the contrary, the arbitrators shall bear its own costs not be limited as to the form of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (relief or remedy provided pursuant to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitratorsthis Section 2.11.

Binding Arbitration. (a) Any dispute not settled by If such Representatives fail to resolve a Dispute within ten (10) days after the parties by structured negotiation (other than actions for injunctive relief including specific performance) date of delivery of the letter of the notices of selection of the Representatives, unless otherwise mutually agreed, either party shall be submitted only have the right to submit such Dispute to final and binding arbitration. The It is the intent of the parties that any such arbitration will be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article 9, any arbitration shall be conducted in accordance with pursuant to the procedures set forth herein then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules"), and the Arbitration Rules for Commercial Arbitration Rules site of the AAA. In the event of a conflict with such rulesarbitration shall be New York County, this Agreement will controlNew York. (b) The A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall take place describe in Seattlereasonable detail the nature of the Dispute, Washington, before a panel the claims of three arbitrators appointed as follows: each party shall select a single arbitrator, the Disputing Party and the two (2) selected arbitrators shall mutually agree upon requested relief and, if the Disputing Party is Merck, setting forth a third. The list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have knowledge and experience a personal or financial interest in the computer software businessresult of the arbitration or the parties to the arbitration (provided that ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrations. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within Within thirty (30) days after the close other party's receipt of hearingsthe Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck, setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration and shall be experienced in representing clients in the subject matter of the Dispute. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) business days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" liberally to encompass data compilations in any form. (d) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision rendered within four (4) months from the date of the arbitrator's appointment. (e) In the case of a Dispute between the parties, the arbitrator shall allocate responsibility between the parties for the expenses, including costs and reasonable attorneys' and other professional fees, incurred by the arbitrators parties in connection with the arbitration (including the fees and expenses of the arbitrator), in a manner that the arbitrator deems appropriate in light of the claims, and responses thereto, made by the parties and the ultimate success of the parties with respect to such claims and responses. (f) In connection with any Dispute, the arbitrator shall apply solely principles of law. (g) The decision of the arbitrator shall be final and binding non-appealable and may be entered as a judgment enforced in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (ch) Any issue concerning The use of any alternative dispute resolution procedures will not be construed under the extent doctrine of laches, waiver or estoppel to which any dispute is subject to arbitration, or concerning adversely affect the applicability, interpretation, or enforceability rights of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseeither party. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by If the parties by structured negotiation to a Disagreement are unable to resolve the Disagreement between them pursuant to Section 10.06(c)(i) within thirty (other than actions for injunctive relief including specific performance30) days of the making of the written election to mediate or sooner if the parties mutually agree, or if a mediator is not appointed within the time frame set forth in that Section, either party to a Disagreement may submit the Disagreement to arbitration unless the amount of the Loss in question involves pending litigation with a third party, in which event arbitration shall not be submitted only commenced until such amount is ascertained or both parties to binding the Disagreement agree to arbitration. The Any such arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In American Arbitration Association then pertaining (the event of a conflict "Rules"), insofar as such Rules are not inconsistent with such rulesthe terms and provision set forth in this Agreement, this Agreement will control.unless the parties mutually agree otherwise, and pursuant to the following procedures (bA) The arbitration Disagreement shall take place in Seattle, Washington, before be settled by a panel of three arbitrators appointed as follows: (3) arbitrators. Each of the parties to the Disagreement shall each party shall select a single one arbitrator, and the two (2) arbitrators so selected arbitrators shall mutually agree upon select a thirdthird arbitrator. The arbitrators selected shall have knowledge set a limited time period and experience establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the computer software businesssole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the Disagreement. The arbitrators shall rule on upon motions to compel or limit discovery and shall have the dispute authority to impose sanctions, including reasonable attorney's fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that it was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and the amount of any claim involved in a Disagreement shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by issuing a written opinion setting forth findings of fact and conclusions which shall state the rationale for their decision within thirty award, judgment, decree or order of the arbitrators. (30B) days after the close of hearings. The decision Judgment upon any award rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court having jurisdiction, as determined in Section 10.06(b) above. Any such arbitration shall be held in the county and state of competent jurisdictionresidence or domicile of the party against whom the Disagreement was first asserted, under the rules then in effect of the American Arbitration Association. For purposes of this Section 10.06(c)(ii): (i) Infodata shall be deemed to be domiciled in Fairfax County, Virginia, and the Shareholders and SPI shall be deemed to be domiciled in Pleasanton, California, unless such domiciles are modified by a signed amendment to this Agreement executed by all parties hereto; and, (ii) in any arbitration hereunder in which any claim or the amount thereof stated in a written notice is at issue, Infodata shall be deemed to be the non-prevailing party in the event that the arbitrators award Infodata less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Shareholders shall be deemed to the non-prevailing party. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power prevailing party to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, an arbitration hereunder shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear pay its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split expenses, the fees of the arbitration arbitrators, the administrative fee of the American Arbitration Association, and the arbitratorsexpenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Binding Arbitration. Any Disputed Claim shall be resolved exclusively and solely by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) and in accordance with the following: (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) there shall be submitted only to binding arbitration. The three (3) arbitrators, one of whom shall be a member of the American College of Trial Lawyers (who shall chair the arbitration will panel) and one of whom shall be a certified public accountant; (b) the arbitration shall take place in Palo Alto, California, and in no other place; (c) the arbitration shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules procedural laws of the AAA. In U.S. Federal Arbitration Act, to the event of a conflict extent not inconsistent with such rulesthe Rules or this Section 7.10; (d) subject to legal privileges, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure; (e) at the arbitration hearing, each party shall be permitted to make written and oral presentations to the arbitration panel, to present testimony and written evidence and to examine witnesses; (f) the arbitration panel shall have the power to grant temporary or permanent injunctive relief and to order specific performance; (g) the arbitration panel shall have the power to order either party to pay, or to allocate between the parties, the fees and expenses of the arbitrators and of the American Arbitration Association and to order either party to pay all or a single arbitratorportion of the other party’s attorneys’ fees and expenses incurred in connection with a Disputed Claim and the arbitration; and (h) the arbitration panel shall issue a written decision explaining the bases for the final ruling, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their such decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding on the Parties hereto, and may be entered as a judgment not subject to appeal, and enforceable in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. A. Within seven (a7) Any dispute not settled business days from his/her receipt of the City Manager’s or his/her designee’s written decision, or should the City Manager or his/her designee fail to render a decision within the time period provided by these procedures, the Association president, or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. The interpretation, application, merits or legality of the exercise of the City’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event the Association desires to request that a grievance, which meets the requirements of Section 6.B here of, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that it provide the parties with a list of five names from which the parties will attempt to mutually select an arbitrator. If the parties cannot mutually agree upon an arbitrator from the list of arbitrators provided by structured negotiation (other than actions for injunctive relief including specific performance) the State Mediation & Conciliation Service, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. X. Xxxxxxxxxxx of a grievance hereunder shall be submitted only limited to binding arbitrationthe formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. The arbitration will Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures set forth herein for the conduct of such arbitration. The parties involved shall share the fees and expenses of the arbitrator equally. All other expenses including but not limited to fees for witnesses, transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and similar materials required or requested by the arbitrator equally. X. Xxxxx to a hearing by an arbitrator, a representative of the City and the Arbitration Rules for Commercial Arbitration Rules of Association shall meet and prepare a joint statement setting forth the AAAissue(s) to be determined which shall be submitted to the arbitrator. In the event of a conflict with such rulesthe City and Association cannot agree on the joint statement, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single present to the arbitrator, at the hearing, its own submission statement; in which case the arbitrator shall determine which of the submitted issues are to be resolved. G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings conditions of fact and the rationale for their decision within thirty (30) days after the close this Memorandum of hearingsUnderstanding. The decision rendered of the arbitrator shall be binding upon the Association to the extent the decision and award of the arbitrator does not require action by the arbitrators City Council, such decision and award shall be final binding upon the City. If within sixty (60) business days of receiving notice of a decision and binding and award requiring action by the City Council, such action is not taken, the Association may be entered as then resort to a judgment in any court of competent jurisdictionjurisdiction to pursue whatever other legal remedies are available to it under this Memorandum of Understanding. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as followsEffective Date: each party may submit in writing to the other partyJune 24, and that party shall so respond2019 JOB TITLE SALARY RANGE A A W/ 3% ↑ B B W/ 3% ↑ C C W/ 3% ↑ D D W/ 3% ↑ E E W/ 3% ↑ Accountant 44 Accounting Technician 40 Administrative Clerk Public Safety 26 Assistant Planner 44 Building Maintenance Supervisor 46 Clerical Assistant 20 Code Enforcement Officer 35 Code Enforcement Supervisor 40 Community Development Executive Assistant 36 Community Services Secretary 36 Communications Coordinator 33 Department Clerk 32 Deputy City Clerk 37 Driver Class B 22 Equipment Mechanic 34 Finance Clerk 32 Grants Coordinator 35 Landscape Supervisor 46 License Enforcement Officer 32 Maintenance Worker I 26 Maintenance Worker II 39 Office Assistant 18 Public Safety Officer 25 Public Works Analyst 44 Public Works Supervisor 48 Receptionist 18 Recreation Coordinator 34 Recreation Specialist 22 Recreation Supervisor 48 Senior Accountant 51 Senior Building Inspector 56 Senior Center Receptionist 18 Senior Services Specialist 22 Senior Services Supervisor 48 Street Supervisor 46 $ 4,930 $ 5,078 $ 5,177 $ 5,332 $ 5,435 $ 5,598 $ 5,707 $ 5,878 $ 4,287 $ 4,416 $ 4,501 $ 4,636 $ 4,726 $ 4,868 $ 4,963 $ 5,112 $ 2,975 $ 3,064 $ 3,124 $ 3,217 $ 3,280 $ 3,378 $ 3,444 $ 3,547 $ 4,912 $ 5,060 $ 5,158 $ 5,313 $ 5,416 $ 5,578 $ 5,687 $ 5,857 $ 5,398 $ 5,560 $ 5,668 $ 5,838 $ 5,951 $ 6,130 $ 6,249 $ 6,436 $ 2,850 $ 2,935 $ 2,992 $ 3,082 $ 3,142 $ 3,236 $ 3,299 $ 3,398 $ 4,515 $ 4,650 $ 4,741 $ 4,883 $ 4,978 $ 5,127 $ 5,227 $ 5,383 $ 5,113 $ 5,266 $ 5,369 $ 5,530 $ 5,637 $ 5,806 $ 5,919 $ 6,097 $ 4,532 $ 4,668 $ 4,759 $ 4,901 $ 4,997 $ 5,146 $ 5,246 $ 5,404 $ 4,027 $ 4,148 $ 4,228 $ 4,355 $ 4,440 $ 4,573 $ 4,662 $ 4,802 $ 4,333 $ 4,463 $ 4,550 $ 4,686 $ 4,777 $ 4,920 $ 5,016 $ 5,166 $ 3,872 $ 3,988 $ 4,066 $ 4,188 $ 4,269 $ 4,397 $ 4,482 $ 4,617 $ 4,703 $ 4,844 $ 4,938 $ 5,087 $ 5,185 $ 5,341 $ 5,445 $ 5,608 $ 2,652 $ 2,732 $ 2,785 $ 2,868 $ 2,924 $ 3,012 $ 3,070 $ 3,162 $ 4,204 $ 4,330 $ 4,414 $ 4,547 $ 4,635 $ 4,774 $ 4,867 $ 5,013 $ 3,448 $ 3,551 $ 3,620 $ 3,729 $ 3,801 $ 3,915 $ 3,991 $ 4,111 $ 4,547 $ 4,683 $ 4,774 $ 4,918 $ 5,013 $ 5,163 $ 5,264 $ 5,422 $ 5,169 $ 5,324 $ 5,428 $ 5,591 $ 5,699 $ 5,870 $ 5,984 $ 6,164 $ 3,348 $ 3,448 $ 3,515 $ 3,620 $ 3,691 $ 3,801 $ 3,875 $ 3,992 $ 3,504 $ 3,609 $ 3,679 $ 3,790 $ 3,863 $ 3,979 $ 4,056 $ 4,178 $ 4,181 $ 4,306 $ 4,390 $ 4,522 $ 4,610 $ 4,748 $ 4,840 $ 4,985 $ 3,151 $ 3,246 $ 3,309 $ 3,408 $ 3,474 $ 3,578 $ 3,648 $ 3,757 $ 2,828 $ 2,913 $ 2,970 $ 3,059 $ 3,118 $ 3,212 $ 3,274 $ 3,373 $ 4,912 $ 5,059 $ 5,158 $ 5,312 $ 5,415 $ 5,578 $ 5,686 $ 5,857 $ 5,357 $ 5,518 $ 5,625 $ 5,794 $ 5,906 $ 6,084 $ 6,202 $ 6,388 $ 2,866 $ 2,952 $ 3,010 $ 3,100 $ 3,160 $ 3,255 $ 3,318 $ 3,418 $ 3,962 $ 4,081 $ 4,160 $ 4,285 $ 4,368 $ 4,499 $ 4,587 $ 4,724 $ 2,751 $ 2,834 $ 2,889 $ 2,975 $ 3,033 $ 3,124 $ 3,185 $ 3,280 $ 5,084 $ 5,236 $ 5,338 $ 5,498 $ 5,605 $ 5,773 $ 5,885 $ 6,062 $ 5,814 $ 5,988 $ 6,105 $ 6,288 $ 6,410 $ 6,602 $ 6,730 $ 6,932 $ 6,056 $ 6,238 $ 6,359 $ 6,550 $ 6,677 $ 6,877 $ 7,011 $ 7,221 $ 2,851 $ 2,937 $ 2,994 $ 3,083 $ 3,143 $ 3,238 $ 3,300 $ 3,399 $ 2,751 $ 2,834 $ 2,889 $ 2,975 $ 3,033 $ 3,124 $ 3,185 $ 3,280 $ 5,255 $ 5,413 $ 5,518 $ 5,683 $ 5,794 $ 5,967 $ 6,083 $ 6,266 $ 5,169 $ 5,324 $ 5,427 $ 5,590 $ 5,699 $ 5,870 $ 5,984 $ 6,163 $ 5,992 $ 6,172 $ 5,211 $ 5,367 $ 3,616 $ 3,725 $ 5,971 $ 6,150 $ 6,561 $ 6,758 $ 3,464 $ 3,568 $ 5,488 $ 5,653 $ 6,215 $ 6,401 $ 5,509 $ 5,674 $ 4,895 $ 5,042 $ 5,267 $ 5,425 $ 4,706 $ 4,848 $ 5,717 $ 5,888 $ 3,224 $ 3,320 $ 5,110 $ 5,263 $ 4,191 $ 4,316 $ 5,527 $ 5,693 $ 6,283 $ 6,472 $ 4,069 $ 4,191 $ 4,259 $ 4,387 $ 5,082 $ 5,234 $ 3,830 $ 3,945 $ 3,438 $ 3,541 $ 5,971 $ 6,150 $ 6,512 $ 6,707 $ 3,484 $ 3,588 $ 4,816 $ 4,960 $ 3,344 $ 3,444 $ 6,179 $ 6,365 $ 7,067 $ 7,279 $ 7,361 $ 7,582 $ 3,465 $ 3,569 $ 3,344 $ 3,444 $ 6,387 $ 6,579 $ 6,283 $ 6,471 Updated June 11, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.2019 32

Binding Arbitration. (a) Any dispute not settled 1. If an impasse persists ten days after the mediator has been appointed, the board shall have the power, upon request of either party, to arrange for arbitration, which shall be binding. The request for arbitration shall be in writing and a copy of the request shall be served upon the other party. 2. Each party shall serve its final offer on each of the impasse items upon the other party within four days of the board’s receipt of the request for arbitration. The parties may continue to negotiate all offers until an agreement is reached or an award is rendered by the arbitrator. The full costs of arbitration under this section shall be shared equally by the parties to the dispute. 3. The submission of the impasse items to the arbitrator shall be limited to those items upon which the parties have not reached agreement. With respect to each such item, the arbitrator’s award shall be restricted to the final offers on each impasse item submitted by structured negotiation (the parties to the arbitrator. 4. Upon the filing of the request for arbitration, a list of five arbitrators shall be served upon the parties by the board. Within five days of service of the list, the parties shall determine by lot which party shall remove the first name from the list and the parties shall then alternately remove names from the list until the name of one person remains, who shall become the arbitrator. The parties shall immediately notify the board of their selection and the board shall notify the arbitrator. After consultation with the parties, the arbitrator shall set a time and place for an arbitration hearing. 5. The arbitrator shall at no time engage in an effort to mediate or otherwise settle the dispute in any manner other than actions for injunctive relief including specific performance) that prescribed in this section. 6. From the time the board notifies the arbitrator of the selection of the arbitrator until such time as the arbitrator’s selection on each impasse item is made, there shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules no discussion concerning recommendations for Commercial Arbitration Rules settlement of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings the arbitrator with parties other than those who are direct parties to the dispute. 7. The arbitrator shall consider, in addition to any other relevant factors, the following factors: a. Past collective bargaining contracts between the parties including the bargaining that led up to such contracts. b. Comparison of fact wages, hours and conditions of employment of the involved public employees with those of other public employees doing comparable work, giving consideration to factors peculiar to the area and the rationale classifications involved. c. The interests and welfare of the public, the ability of the public employer to finance economic adjustments and the effect of such adjustments on the normal standard of services. d. The power of the public employer to levy taxes and appropriate funds for their decision the conduct of its operations. 8. The arbitrator may administer oaths, examine witnesses and documents, take testimony and receive evidence, and issue subpoenas to compel the attendance of witnesses and the production of records. The arbitrator may petition the district court at the seat of government or of the county in which the hearing is held to enforce the order of the arbitrator compelling the attendance of witnesses and the production of records. 9. The arbitrator shall select within thirty (30) fifteen days after the close hearing the most reasonable offer, in the arbitrator’s judgment, of hearingsthe final offers on each impasse item submitted by the parties. 10. The decision rendered selections by the arbitrators arbitrator and items agreed upon by the public employer and the employee organization, shall be deemed to be the collective bargaining agreement between the parties. 11. The determination of the arbitrator shall be final and binding and may be entered as a judgment in any court subject to the provisions of competent jurisdictionsection 20.17, subsection 6. The arbitrators arbitrator shall control give written explanation for the scheduling so as to process arbitrator’s selections and inform the matter expeditiously. The times specified in this Section may be extended upon mutual agreement parties of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partydecision.[C75, and that party shall so respond77, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories79, demands to produce documents81, and requests for admission. Unless provided otherwise in the Agreement§20.22]2008 Acts, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no eventxx 0000, even if any other portion of these provisions is held to be invalid or unenforceable§000, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration2010 Acts, or concerning the applicabilityxx 0000, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.§00 – 29

Binding Arbitration. Any Disputed Claim shall be resolved exclusively and solely by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) and in accordance with the following: (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) there shall be submitted only to binding arbitration. The three (3) arbitrators, one of whom shall be a member of the American College of Trial Lawyers (who shall chair the arbitration will panel) and one of whom shall be a certified public accountant; (b) the arbitration shall take place in Palo Alto, California, and in no other place; (c) the arbitration shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules procedural laws of the AAA. In U.S. Federal Arbitration Act, to the event of a conflict extent not inconsistent with such rulesthe Rules or this Section 7.8; (d) subject to legal privileges, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure; (e) at the arbitration hearing, each party shall be permitted to make written and oral presentations to the arbitration panel, to present testimony and written evidence and to examine witnesses; (f) the arbitration panel shall have the power to grant temporary or permanent injunctive relief and to order specific performance; (g) the arbitration panel shall have the power to order either party to pay, or to allocate between the parties, the fees and expenses of the arbitrators and of the American Arbitration Association and to order either party to pay all or a single arbitratorportion of the other party’s attorneys’ fees and expenses incurred in connection with a Disputed Claim and the arbitration; and (h) the arbitration panel shall issue a written decision explaining the bases for the final ruling, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their such decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding on the Parties hereto, and not subject to appeal, and may be entered as a judgment final judgment, and will be enforceable, in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute All Disputes that are not settled resolved pursuant to Section 7.3 shall be resolved solely and exclusively by arbitration to be held in New York, New York, by the parties by structured negotiation CPR Institute for Dispute Resolution (other than actions for injunctive relief including specific performance“CPR”) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein provisions of this Section 7.4 and the Arbitration CPR Rules for Commercial Non-Administered Arbitration (the “CPR Rules”) to the extent such Rules of the AAA. In the event of a do not conflict with such rules, this Agreement will controlparagraph and this Agreement. (a) The Party commencing arbitration (the “Claimant”) shall deliver to the other Party (the “Respondent”) a notice of arbitration in accordance with the CPR Rules. The arbitration shall be deemed commenced as to any Respondent on the date on which the notice of arbitration is received by the Respondent (the date of receipt of notice of arbitration being referred to herein as “Commencement”). The Respondent’s notice of defense shall be served upon the Claimant within ten days after Commencement. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select be conducted by a single arbitrator, knowledgeable in the legal and technical aspects of the Dispute, appointed by CPR. (c) Discovery shall be limited to the production of documents to be used by each Party to prove or defend against the claims and counterclaims alleged in the notices of arbitration and defense and, if depositions are required, each Party shall be limited to three depositions of no longer than three hours each. If the arbitrator decides to hold an evidentiary hearing, each Party’s presentation of its case, including its direct and rebuttal testimony, shall be limited to three days. (d) The arbitrator shall issue an order preventing the Parties, CPR and any other Participants to the arbitration from disclosing to any third party any information obtained in the arbitration, including discovery documents, evidence, testimony and the two award except as may be required by law. (2e) selected arbitrators All requests for injunctive relief shall mutually agree upon be decided by the arbitrator, provided, however, that requests for temporary injunctive relief may be submitted to a thirdcourt of competent jurisdiction if the arbitrator has not yet been appointed. The arbitrators selected arbitrator shall have knowledge the authority to modify any injunctive relief granted by such a court. (f) The arbitration award shall: (i) be in writing; (ii) state only the damages and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact injunctive relief granted, if any, and the rationale Parties’ respective liability for their decision the costs of arbitration; (iii) be made final as soon as practicable, but in any event within thirty 60 days of Commencement; and (30iv) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment by either Party in any court of competent jurisdiction, provided, that the Party entering the award shall request that the court prevent the award from becoming publicly available except as may be required by law. The arbitrators arbitrator shall control not limit, expand or otherwise modify the scheduling so as to process the matter expeditiouslyterms of this Agreement, and shall not award punitive or other damages in excess of compensatory damages. The times specified arbitrator shall orally state the reasoning on which the award rests but shall not state such reasoning in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionwriting. (cg) Any issue concerning The Party that is not the extent to which any dispute is subject to arbitration, or concerning substantially prevailing Party in the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party arbitration shall bear its own the costs of arbitration. A party seeking discovery If neither Party is the substantially prevailing Party in the arbitration, the arbitrator shall reimburse the responding party apportion the costs of production arbitration in accordance with the result of documents (to include search time and reproduction costs)the arbitration. The parties costs of arbitration shall equally split include the reasonable fees and expenses of legal and other professional advisers to the Parties incurred in connection with the arbitration. (h) The Parties agree that the existence and contents of the entire arbitration, including the award, shall be deemed a compromise of a dispute under Rule 408 of the Federal Rules of Evidence, shall not be discoverable in any proceeding, shall not be admissible in any court (except for the enforcement thereof) or arbitration and the arbitratorsshall not bind or collaterally estop either Party with respect to any claim or defense made by any third party.

Binding Arbitration. (a) 11.3.1 Any dispute under this Agreement that is not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) pursuant to Sections 11.1 or 11.2 shall be submitted only to finally settled by binding arbitration. The arbitration will be , conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAAA by one mutually agreed upon independent, neutral arbitrator having at least five (5) years of experience directly or indirectly related to the disputed issue(s). In If the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall Parties do not mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision an arbitrator within thirty forty- five (3045) days after initiating arbitration, the close of hearingsParties shall request the AAA to appoint an arbitrator. The decision rendered procedures or rules for the arbitration may be modified by mutual written consent of the Parties, including having mediation rather than an arbitration conducted. Any arbitration shall be in English held in San Diego, California if the dispute resolution is initiated by Celera and in Rockville, Maryland if the dispute resolution is initiated by Diversa. The arbitrator shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time that the Parties must expend for discovery; provided, however, that the arbitrators shall permit such discovery, as they deem necessary to permit an equitable resolution of the dispute. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. Except as otherwise expressly provided in this Agreement, the costs of the arbitration, including administrative and arbitrator fees, shall be shared equally by the Parties and each Party shall bear its own costs and attorneys' and witness' fees incurred in connection with the arbitration. 11.3.2 A disputed performance or suspended performance(s) pending the resolution of the arbitration must be completed within a reasonable time period following the final decision of the arbitrators. 11.3.3 Any arbitration subject to this Section 11.2 shall be completed within one (1) year from the filing of the notice of a request for such arbitration and a written decision with reasons therefore provided to the Parties. 11.3.4 Any decision which requires a monetary payment shall require such payment to be payable in United States dollars, free of any tax or other deduction. 11.3.5 The Parties agree that the decision shall be the sole, exclusive and binding remedy between them regarding any and all disputes, controversies, claims and counterclaims presented to the arbitrators. If a Party fails to comply with a decision, then the other Party may seek judicial recognition and enforcement of the award or decision in a court of competent jurisdiction. 11.3.6 Nothing herein shall be entered construed as a judgment depriving either Party, at any time prior to the empanelment of the arbitral tribunal, of the right to obtain provisional measures, including, injunctions, orders for posting security, attachment of funds or property, or any other preliminary relief, in any court of competent jurisdictionjurisdiction within the United States. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement arbitral tribunal, by its own motion or motion of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyParties, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power is authorized to award damages inconsistent with any form of provisional measures it deems appropriate and the Agreement. In no event, even if Parties may enforce such award in any other portion such court of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same competent jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Advance Paradigm and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meeting and conference shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services ("JAMS"), or the parties may initiate such other procedures as they may mutually agree upon at such time. (a) Any dispute not The parties further agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, whether involving a claim in tort, contract, or otherwise, shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to final and binding arbitration, upon the motion of either party, to arbitration under the appropriate rules of the AAA or JAMS, as agreed by the parties. The arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the AAA. In matter and facts and include copies of all related documents supporting the event of a conflict with such rules, this Agreement will controldemand. (b) The All such arbitration proceedings shall take place in Seattlebe administered by the AAA or JAMS, Washingtonas agreed by the parties; however, before a panel of three arbitrators appointed as follows: each party the arbitrator shall select a single arbitratorbe bound by applicable state and federal law, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing issue a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close conclusions of hearingslaw. The parties agree that the decision rendered by of the arbitrators arbitrator shall be final and binding and as to each of them. Judgment upon the award rendered by the arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators arbitrator shall control have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the scheduling so as to process the matter expeditiouslyparties. The times specified in this Section may be extended upon mutual agreement arbitrator shall make findings of the parties upon a showing fact and conclusions of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators law and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power authority to make an any award or impose a remedy that which could not be have been made or imposed by a court deciding of law. The party against whom the matter in award is rendered shall pay any monetary award and/or comply with any other order of the same jurisdictionarbitrator within sixty (60) days of the entry of judgment on the award. (c) Any issue concerning the extent to which any dispute is subject In all cases submitted to arbitration, or concerning the applicabilityparties agree to share equally the administrative fee as well as the arbitrator's fee, interpretationif any, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, unless otherwise assessed by the arbitrator. The administrative fees shall be governed advanced by the Federal Arbitration Act and resolved initiating party subject to final apportionment by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesethis award. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not controversy between the parties hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Hennepin County, Minnesota, in accordance with the procedures set forth herein rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Minneapolis office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration and to proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery in accordance with the arbitratorsMinnesota Uniform Arbitration Act, Minn. Stat. xx.xx. 572.08 - 572.30.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) A. This Agreement and all matters arising from or connected with it shall be submitted only to binding arbitration. The arbitration will be conducted governed by and construed in accordance with the procedures set forth herein and laws of the State of South Dakota, without regard to the conflict of law provisions thereof. B. Any dispute, controversy or claim arising from or connected with this Agreement, including, without limitation, one regarding the existence, validity or termination of this Agreement or the consequences of its nullity (a "Dispute") shall be finally resolved by arbitration using the Rules of the American Arbitration Rules for Association’s Commercial Arbitration Rules of and Arbitration Procedures which are deemed to be incorporated by reference into this section. However, the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattlenot be filed with the American Arbitration Association or operate under its auspices. Rather, Washingtonthe Parties shall mutually agree upon a single arbitrator who is licensed to practice law and certified as a neutral (“a Neutral”); if the Parties cannot agree upon a Neutral, before a panel of three arbitrators appointed as follows: then each party shall select a Neutral who has no current or prior attorney-client relationship with either party and the selected Neutrals shall then select a Neutral to serve as the single arbitrator. C. The seat of the arbitration shall be the City of Sioux Falls, South Dakota, and the two (2) selected arbitrators language of the arbitration shall mutually be English. D. The failure or refusal of any party, having been given due notice thereof, to participate at any stage of the arbitration proceedings shall not prevent the proceedings from continuing, nor shall such failure or refusal impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings. E. The parties waive any right to refer points of law or to appeal to the courts, to the extent that such waiver can validly be made. F. The parties agree upon a third. The arbitrators selected that the arbitrator shall have knowledge and experience the power to order on a provisional basis any relief which it would have power to grant in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators final award. G. Any arbitral award shall be final binding from the day it is made and binding and judgment upon the award may be entered as a judgment in any court of competent jurisdiction. H. Notwithstanding the foregoing, either party may seek interim measures of protection, including temporary, preliminary and injunctive relief from a court of competent jurisdiction, but only to the extent necessary to obtain, or to challenge the grant or continuation of, that relief. The arbitrators Parties shall control the scheduling so otherwise still be required to act in accordance with this Paragraph 17.02 as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests if no application for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable interlocutory relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionhad been made. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any If the parties are unable to resolve a Dispute through the dispute not resolution process set forth in Section 7.5, the parties agree that such Dispute shall be settled by final and binding arbitration, upon the motion of either party, under the appropriate rules of the AAA or JAMS, as agreed by the parties. The parties each understand and agree that the exhaustion of any HNFS internal appeals processes and the dispute resolution process set forth in Section 7.5 hereof are conditions precedent to binding arbitration under this Section 7.6. Notwithstanding the foregoing, nothing contained herein is intended to require binding arbitration of disputes alleging medical malpractice between a Beneficiary and Provider or to Disputes between the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationalleging breaches of confidentiality of Beneficiary information, trade secret or intellectual property obligations. The arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules Sacramento County, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the AAAmatter and facts and include copies of all available related documents supporting the demand. In Arbitration must be initiated within one (1) year after the event of date the Dispute arose by submitting a conflict with written demand to the other party. All such rulesarbitration proceedings shall be administered by the AAA or JAMS, this Agreement will control. (b) The arbitration as agreed by the parties; however, the arbitrator shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorbe bound by applicable State and federal law, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the rationale decision of the arbitrator shall be final and binding as to each of them. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award that could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (60) days of the entry of judgment on the award. The parties waive their right to a jury or court trial. The parties recognize and agree that theirs is an ongoing business relationship that may lead to sensitive issues with respect to the exchange of information related to any Dispute. The parties agree, therefore, to enter into such protective orders (including without limitation creating a category of discovery documents “for their decision attorneys’ eyes only” to the extent feasible given the nature of the evidence and the Dispute). All discovery information shall be used solely and exclusively for arbitration of the Dispute between the parties and may not be used for any other purpose. After the arbitration award becomes final, each party shall return or destroy all attorneys’ eyes only and highly confidential documents obtained from the other party during the course of the arbitration, and within thirty (30) days after of such date shall provide to the close other party an officer’s certificate signed under penalty of hearingsperjury indicating that all such information has been returned or destroyed. The decision rendered In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good causearbitrator. The parties may submit written briefs. Discovery agree that the content and decision of any arbitration proceeding shall be controlled confidential unless disclosure is required by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary applicable State or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid federal statutes or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)regulations. The parties terms of Section 7.5 and Section 7.6 shall equally split the fees survive termination of the arbitration and the arbitratorsthis Agreement.

Binding Arbitration. 19.9.1 If the Association is not satisfied with the disposition of the grievance at the Board level, it may refer the matter for arbitration by providing the Board with written notice of intent to arbitrate within ten (a10) Any dispute not settled by days of the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationdate of the Board’s disposition. The arbitration will be conducted in accordance with parties shall have ten (10) days from the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules date of the AAA. In the event notice of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall intent to arbitrate to mutually agree upon a thirdan arbitrator. The arbitrators selected If the parties do not mutually agree within that ten (10) day time period, the Association shall have knowledge and experience in file its Demand to Arbitrate with the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision American Arbitration Association (AAA) within thirty (30) days after of the close date of hearingsthe Board’s disposition and the arbitrator shall be selected by the AAA in accordance with its rules. 19.9.2 Neither party may raise a new defense or ground at Level Four not previously raised or disclosed at other written levels. Each party shall submit to the other party not less than three (3) days prior to the hearing a pre-hearing statement alleging facts, grounds, and defenses which will be proven at the hearing and hold a conference at that time in an attempt to settle the grievance. 19.9.3 The decision rendered by of the arbitrators arbitrator shall be final and conclusive and binding upon the employees, the Board and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as BSEA; subject to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement right of the parties upon a showing Board or the BSEA to judicial review, any lawful decision of good cause. The parties may submit written briefs. Discovery the arbitrator shall be controlled by forthwith placed into effect. 19.9.4 Powers of the arbitrators and shall be permitted as follows: each party may submit in writing arbitrator are subject to the other party, and that party following limitations: a) He/she shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with add to, subtract from, disregard, alter, or modify any of the terms of this Agreement. b) He/she shall have no power to establish salary scales. c) He/she shall have no power to change any practice, policy or rule of the Board. d) He/she shall have no power to interpret state or federal law but must apply the law as it is written or interpreted by the courts. e) He/she shall not hear any grievance previously barred from the scope of the grievance procedure. 19.9.5 After a case on which the arbitrator is empowered to rule hereunder has been referred to him/her, it may not be withdrawn by either party except by mutual consent. 19.9.6 If either party disputes the arbitrability of any grievance under the terms of this Agreement, the arbitrator shall have jurisdiction to determine arbitrability. In the event that a case is appealed to the arbitrator in which he/she has no eventpower to rule, even if it shall be referred back to the parties without decision or recommendations on its merits. 19.9.7 More than one (1) grievance may not be considered by the arbitrator at the same time except upon mutual express written consent. 19.9.8 The cost of the arbitrator shall be borne equally by the parties, except each party shall assume its own cost for representation including any expense of witnesses. 19.9.9 Should the Association fail to institute a grievance within the time limits specified, the grievance will not be processed. Should the Association fail to appeal a decision within the limits specified, the grievance shall not be processed. 19.9.10 All preparation, filing, presentation, or consideration of grievance shall be held at the times other portion of these provisions is held than when a teacher or a participating Association representative are to be invalid or unenforceableat his/her assigned duty station. 19.9.11 Where no wage loss has been caused by the action of the Board, the Board shall be under no obligation to make monetary adjustments and the arbitrators arbitrator shall have no power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionorder one. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any Absent settlement by negotiation or mediation, the Parties agree that compulsory, binding arbitration will be the exclusive means of dispute resolution. The Parties may not settled commence arbitration of a Dispute until they have exhausted all reasonable efforts to resolve such Dispute through negotiation and mediation pursuant to Sections 18.02 and 18.03 herein The parties further agree that any arbitration shall be held in Washington, DC, and will be administered by the parties AAA in accordance with its Commercial Arbitration Rules, and that judgment on the award of the arbitrator(s) may be rendered in any court having jurisdiction thereof. Unless otherwise agreed by structured negotiation (other than actions for injunctive relief including specific performance) the Parties, the arbitration shall be conducted using the following procedure: (1) Either Party may serve upon the other a notice specifying the nature of the Dispute, and demanding that the Dispute be submitted only to binding arbitration. The arbitration will notice shall be conducted in accordance with made no later than the procedures expiration of the time set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rulesin Section 18.03 herein, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision or within thirty (30) days from the date of the last mediation session. The Parties will not file a notice after the close date where applicable statutes of hearingslimitations or laches would bar the institution of any proceedings. Each Party will use commercially reasonable efforts (and shall allow the other Party to join) any third party that the Parties have agreed is indispensable to the arbitration. The decision rendered by the arbitrators arbitration shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, proceed even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same third party refuses jurisdiction. (2) In any Dispute involving aggregate damages of up to $500,000 (exclusive of Interest, attorneys' fees, and costs), the Parties will attempt to agree on a single arbitrator within ten (10) days after receipt of service of the notice referenced in Section 18.04(1) herein, or such longer period as the Parties may agree. Absent such agreement, the arbitrator will be selected by the AAA from its large and complex case pool. Any Dispute in excess of $500,000 shall be decided by three (3) arbitrators selected by the AAA from its large and complex case pool. (3) The arbitrator(s) selected will have a background in, and knowledge of, the subject matter of the Dispute. If arbitrator(s) with such experience are not available, the arbitrator(s) will be selected by the AAA from available arbitrators on its retired federal judge's pool. (4) Consistent with the expedited nature of arbitration and this Agreement, discovery shall be limited to requests for production of documents, depositions and interrogatories. All discovery shall be completed within ninety (90) days following the appointment of arbitrator(s). The arbitrator(s) shall rule on any discovery disputes, and their determination shall be conclusive. (5) Interrogatories shall be limited to the identification by name, last known address and telephone number of: (a) all persons having knowledge of the Dispute and a brief summary of their knowledge; (b) any experts who may be called as witnesses and a summary of their testimony; and (c) Any issue concerning the extent any expert(s) used for consultation if such expert(s)' opinions and/or impressions will be used by an expert witness. (6) Depositions will be limited in time to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, three (3) hours for each Party. All objections shall be governed by reserved for the arbitration hearing except for those based on privilege and proprietary or confidential information. (7) The Agreement will not prohibit either Party from seeking judicial review or confirmation of the arbitrator(s)' award. A Party shall file a written request for judicial review or confirmation of the arbitrator(s)' decision within 30 days of receipt of service of the award. Notice of filing shall comply with requirements set forth in the Federal Rules of Civil Procedure and the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseAct. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not controversy between the parties hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Dallas County, Texas, in accordance with the procedures set forth herein rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Houston office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery in accordance with the Texas Arbitration Act, ss. 171.001 et. Seq. of the Texas Civil Practice and the arbitratorsRemedies Code.

Binding Arbitration. (a) Any If the Executive Officers are not able to resolve such dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) referred to them under Section 15.2 within such [***] day period, and subject to Section 15.4, such dispute shall be submitted only to resolved through binding arbitration, which arbitration may be initiated by either Party at any time after the conclusion of such period, on the following basis: 15.3.1 The seat, or legal place, of arbitration shall be New York City, New York, USA. The language of the arbitration will shall be conducted English. 15.3.2 The arbitration shall be made in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration current Rules of the AAAArbitration of International Chamber of Commerce (ICC). In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select be conducted by a single arbitratorarbitrator selected jointly by the Parties, provided that if the Parties cannot agree on a single arbitrator within [***] days of initiating arbitration proceedings under this Section 15.3 (or such longer period as the Parties may agree), then the arbitration shall be conducted by three (3) arbitrators, with one (1) arbitrator selected by each Party and the two (2) arbitrators so selected arbitrators shall mutually agree upon a thirdselecting the third arbitrator. The arbitrators selected Unless otherwise agreed by the Parties, each arbitrator shall have knowledge and at least fifteen (15) years of experience in the computer software business. The arbitrators subject matter of such arbitration. 15.3.3 Judgment upon the award rendered by such arbitrator(s) shall rule be binding on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding Parties and may be entered as a judgment in by any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same forum having jurisdiction. (c15.3.4 Either Party may apply to the arbitrator(s) Any issue concerning for interim injunctive relief until the extent arbitration award is rendered or the controversy is otherwise resolved. Further, either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to which any dispute is subject to arbitration, protect the rights or concerning property of such Party pending the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesearbitration award. (d15.3.5 The arbitrator(s) shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. 15.3.6 Each party Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator(s)’ and any administrative fees of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time . 15.3.7 The existence and reproduction costs). The parties shall equally split the fees content of the arbitral proceedings and any rulings or award shall be kept confidential except (a) to the extent that disclosure may be required of a Party to fulfill a legal duty, protect or pursue a legal right, or enforce an award in bona fide legal proceedings before a state court or other judicial authority, or (b) with the written consent of the Parties. Notwithstanding anything to the contrary, either Party may disclose matters relating to the arbitration and or the arbitratorsarbitral proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION VERSION 15.3.8 In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy, or claim would be barred by the applicable statute of limitations.

Binding Arbitration. (a) Any If a covered dispute not settled remains unresolved at the conclusion of the mediation process, either party may submit the dispute for resolution by final binding arbitration under the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationProcedure. The arbitration will be conducted under the Employment Arbitration Rules and Mediation Procedures of the AAA, as amended and effective on July 1, 2016, and as amended from time to time thereafter. These Rules, incorporated by reference herein, include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the authority to allow for appropriate discovery and exchange of information prior to a hearing, including (but not limited to) production of documents, information requests, depositions, and subpoenas. A copy of the complete AAA Employment Arbitration Rules and Mediation Procedures may be obtained from the Vice President of Human Resources or the Company’s designee. Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Procedure shall be resolved in favor of those in this Procedure. The burden of proof at an arbitration shall at all times be upon the party seeking relief. In reaching his/her decision, the arbitrator shall apply the governing substantive law applicable to the claim(s), cause of action(s) and defense(s) asserted by the parties as applicable in the state where the claims arise or the applicable statute at issue. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the procedures set forth herein governing and applicable substantive law. The aggrieved party must give written notice of any claim to the other party within six (6) months of the date the aggrieved first knew or should have known of the facts giving rise to the claim (or a greater period of time, if allowed by an applicable statute of limitations), otherwise, the claim shall be deemed waived. The written notice shall describe the nature of all claims asserted and the Arbitration Rules for Commercial Arbitration Rules of facts upon which such claims are based and shall be mailed to the AAAother party by certified or registered mail, return receipt requested. In Any such notice mailed to the event of a conflict with such rulesCompany shall be addressed to: Xxxxxx X. Xxxxxxx Executive Vice President, General Counsel & Chief Compliance Officer Xxxxxxxx Offshore Operators, LLC 000 Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, LA 70433 Any mediation or arbitration conducted pursuant to this Agreement will control. (b) The arbitration Procedure shall take place in SeattleCovington, WashingtonLouisiana or the location of the office to which the employee was assigned, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorunless the employee's most recent work location with the Company is outside Louisiana, in which case the mediation and the two (2) selected arbitrators shall mutually agree upon a thirdarbitration will take place in such other location. The arbitrators selected arbitrator shall have knowledge render a decision and experience in award within 30 days after the computer software businessclose of the arbitration hearing or at any later time on which the parties may agree. The arbitrators award shall rule on be in writing and signed and dated by the dispute by issuing a written opinion setting forth arbitrator and shall contain express findings of fact and the rationale basis for their decision within thirty (30) days after the close of hearingsaward. The decision parties will pay AAA’s administrative fee pursuant to AAA guidelines for employer promulgated plans. The Company shall bear the arbitrator’s fees and expenses. All other costs and expenses associated with the arbitration, including without limitation, the parties’ respective attorneys’ fees, shall be borne by the party incurring the expense. However, if the parties arbitrate a statutory claim that allows for an award of costs and attorneys’ fees, the arbitrator may award such costs and fees consistent with the term of the statute and pertinent case law. Judgment upon the award rendered by the arbitrators shall be final and binding and arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators shall control award may be vacated or modified only on the scheduling so as to process the matter expeditiously. The times grounds specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseother applicable law. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by At the parties by structured negotiation (end of the 30-day period provided in Section 16.3, if the executives have been unable to resolve the Dispute, and if a disputing party wishes to submit the Dispute to binding arbitration, the disputing party shall provide to the other than actions for injunctive relief including specific performance) shall be submitted only disputing party three business days' prior written notice of such disputing party's intention to submit the Dispute to binding arbitration. The other disputing party shall be entitled to join in the submission of the Dispute to binding arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules commercial arbitration rules of the AAA. In the event of a conflict with such rules, this Agreement will control. AAA (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdexpedited procedures). The arbitrators selected AAA shall be instructed to choose an arbitrator who shall have knowledge and a minimum of 15 years experience in the computer software business. The arbitrators shall rule oil and gas processing industry, or such other experience such that he or she is considered an expert on the dispute by issuing business of the Processor. Notice of a written opinion setting forth findings disputing party's submission of fact and the rationale matter for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators arbitration shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing given to the other party or parties within three business days thereafter (the "Arbitration Notice"). Upon delivery of the Arbitration Notice by the disputing party, and that each disputing party shall so respondhave 30 days to provide the arbitrator (and the disputing party) with a statement of its position (with supporting documentation) regarding the matter or matters in dispute together with its best and final offer for settlement of the Dispute. The failure to provide a statement of position within this period shall constitute a waiver of a disputing party's right to have such materials considered by the arbitrator. The arbitrator shall consider the statements of position submitted by the disputing parties and shall, to a maximum within 30 business days after receipt of any combination such materials, issue his or her decision in writing picking one of thirty-five (35) (none the statements of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in position submitted by the Agreement, disputing parties as the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held position to be invalid or unenforceable, shall adopted to settle the arbitrators have power to make an award or impose a remedy that could not be Dispute. All determinations made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, arbitrator shall be governed by the Federal Arbitration Act final, conclusive and resolved by the arbitrators. No potential arbitrator may serve binding on the panel unless he or she has agreed in writing to abide and be bound by these. (d) disputing parties. Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs disputing parties will pay one-half of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitrator and all other arbitration fees and expenses and the arbitratorsfees of their respective arbitrators (if required).

Binding Arbitration. 18.9.1 If the Association is not satisfied with the disposition of the grievance at the Board level, it may refer the matter for arbitration by providing the Board with written notice of intent to arbitrate within ten (a10) Any dispute not settled by days of the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationdate of the Board’s disposition. The arbitration will be conducted in accordance with parties shall have ten (10) days from the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules date of the AAA. In the event notice of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall intent to arbitrate to mutually agree upon a thirdan arbitrator. The arbitrators selected If the parties do not mutually agree within that ten (10) day time period, the Association shall have knowledge and experience in file its Demand to Arbitrate with the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision American Arbitration Association (AAA) within thirty (30) days after of the close date of hearingsthe Board’s disposition and the arbitrator shall be selected by the AAA in accordance with its rules. 18.9.2 Neither party may raise a new defense or ground at Level Four not previously raised or disclosed at other written levels. Each party shall submit to the other party not less than three (3) days prior to the hearing a pre-hearing statement alleging facts, grounds, and defenses which will be proven at the hearing and hold a conference at that time in an attempt to settle the grievance. 18.9.3 The decision rendered by of the arbitrators arbitrator shall be final and conclusive and binding upon the employees, the Board and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as BSEA; subject to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement right of the parties upon a showing Board or the BSEA to judicial review, any lawful decision of good cause. The parties may submit written briefs. Discovery the arbitrator shall be controlled by forthwith placed into effect. 18.9.4 Powers of the arbitrators and shall be permitted as follows: each party may submit in writing arbitrator are subject to the other party, and that party following limitations: a) He/she shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with add to, subtract from, disregard, alter, or modify any of the terms of this Agreement. b) He/she shall have no power to establish salary scales. c) He/she shall have no power to change any practice, policy or rule of the Board. d) He/she shall have no power to interpret state or federal law but must apply the law as it is written or interpreted by the courts. e) He/she shall not hear any grievance previously barred from the scope of the grievance procedure. 18.9.5 After a case on which the arbitrator is empowered to rule hereunder has been referred to him/her, it may not be withdrawn by either party except by mutual consent. 18.9.6 If either party disputes the arbitrability of any grievance under the terms of this Agreement, the arbitrator shall have jurisdiction to determine arbitrability. In the event that a case is appealed to the arbitrator in which he/she has no eventpower to rule, even if it shall be referred back to the parties without decision or recommendations on its merits. 18.9.7 More than one (1) grievance may not be considered by the arbitrator at the same time except upon mutual express written consent. 18.9.8 The cost of the arbitrator shall be borne equally by the parties, except each party shall assume its own cost for representation including any expense of witnesses. 18.9.9 Should the Association fail to institute a grievance within the time limits specified, the grievance will not be processed. Should the Association fail to appeal a decision within the limits specified, the grievance shall not be processed. 18.9.10 All preparation, filing, presentation, or consideration of grievance shall be held at the times other portion of these provisions is held than when a teacher or a participating Association representative are to be invalid or unenforceableat his/her assigned duty station. 18.9.11 Where no wage loss has been caused by the action of the Board, the Board shall be under no obligation to make monetary adjustments and the arbitrators arbitrator shall have no power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionorder one. (c) Any issue concerning 18.9.12 Grievance negotiations and arbitration matters shall be scheduled after the extent to which regular school day only. Under special Board consideration, a teacher engaged during the school day in negotiating on behalf of the Association with any dispute is subject to arbitration, representative of the Board or concerning the applicability, interpretation, or enforceability of these proceduresparticipating in any professional grievance negotiation, including any contention that all arbitration at the request of the school Board or part of these procedures are invalid or unenforceable, state labor mediation board shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesereleased from regular duties without loss of salary. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not controversy arising out of or related to this Agreement or the breach thereof or an investment in the Investor Units shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Orange County, California, in accordance with the procedures set forth herein rules of The American Arbitration Association (the “AAA”), and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Orange County office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorney’s fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by him or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration and to proceed, including interrogatories or other discovery; provided, in any event each Member shall be entitled to discovery. This Section 17.12 shall be construed to the arbitratorsmaximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 17.12, including any commercial arbitration rules or rules of the AAA shall be invalid or unenforceable under the Delaware Arbitration Act or other applicable law, such invalidity shall not invalidate all of this Section 17.12. In that case, this Section 17.12 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 17.12 shall be construed to omit such invalid or unenforceable provision.

Binding Arbitration. (a) Any dispute From and after the Effective Time, any dispute, claim or controversy arising out of or relating to this Agreement or the Escrow Agreement including, by way of illustration and not settled by limitation, the parties by structured negotiation (other than actions negotiation, breach, termination, enforcement, interpretation or validity hereof or thereof, including any request for injunctive relief including specific performance) shall , claim based on contract, tort, statute or constitution or the determination of the scope or applicability of this agreement to arbitrate, will be submitted only to binding arbitrationdetermined by arbitration in San Francisco, CA before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, as modified in this Section. (a) The arbitrator will have the power to order hearings and meetings to be held in such place or places as he or she deems in the interests of reducing the total cost to the parties of the arbitration. The arbitration proceedings will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will controlEnglish. (b) The arbitration shall take place in Seattlearbitrator will have the power to order any remedy, Washingtonincluding monetary damages, before a panel specific performance and all other forms of three arbitrators appointed as follows: each party shall select a single arbitratorlegal and equitable relief, and except that the two (2) selected arbitrators shall mutually agree upon a thirdarbitrator will not have the power to order punitive damages. The arbitrators selected shall have knowledge arbitrator may hear and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered dispositive motions as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement part of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyarbitration proceeding (e.g., and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests motions for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionsummary disposition). (c) Any issue concerning Each party will be entitled to the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed timely production by the Federal Arbitration Act other party of relevant, non-privileged and resolved by non-confidential documents or copies thereof. If the arbitrators. No potential arbitrator may serve parties are unable to agree on the panel unless he or she has agreed in writing scope and/or timing of such document production, the arbitrator will have the power, upon application of any party, to abide and be bound make all appropriate orders for the production of documents by theseany party. (d) Before the arbitrator establishes the facts of the case, each party will be entitled to examine witnesses by deposition to provide non-privileged testimony that is relevant to the controversies, claims or disputes at issue. If the parties are unable to agree on the propriety, scope or timing of a deposition, the arbitrator, upon the application of any party, may make all appropriate orders in connection with a proposed deposition. (e) The arbitrator may appoint expert witnesses only with the consent of all of the parties to the arbitration. (f) The arbitrator’s fees and the administrative expenses of the arbitration will be paid equally by the parties to the arbitration. Each party shall bear to the arbitration will pay its own costs of and expenses (including attorney’s fees) in connection with the arbitration. A party seeking discovery shall reimburse . (g) The award rendered by the responding party arbitrator will be final and binding on the costs of production of documents (to include search time and reproduction costs)parties. The parties shall equally split award rendered by the fees arbitrator may be entered into any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be. Such court proceeding will disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. (h) Except as required by Law, neither party nor the arbitrator may disclose the existence, content or results of an arbitration brought in accordance with this Agreement. (i) Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under ‎‎Section 8.2 and the arbitratorsirrevocably waives any defenses it may have to service in such manner.

Binding Arbitration. (ai) Any dispute The parties shall have the right, following the initial mediation session initiated pursuant to Section 14.10(b) above, to submit to J.A.M.S/ENDISPUTE, or its successor, for final and binding arbitration pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq., any Dispute that has been submitted for mediation pursuant to Section 14.10(b) above, and that has not settled been resolved by the 45th day after the date of the Initiation Notice giving rise to negotiations or mediation with respect to such Dispute. The mediation proceedings may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by structured negotiation the parties, the mediator shall be disqualified from serving as an arbitrator in the case. (other than actions ii) A demand for injunctive relief including specific performancearbitration pursuant to Section 14.10(d)(i) shall be submitted only made by a party by filing a written demand with J.A.M.S/ENDISPUTE with a copy to binding arbitrationthe other parties. The arbitration will be conducted in accordance with the procedures set forth herein and the provisions of J.A.M.S/ENDISPUTE's Comprehensive Arbitration Rules for Commercial Arbitration Rules and Procedures in effect at the time of filing of the AAAdemand for arbitration. In The parties will cooperate with J.A.M.S/ENDISPUTE and with one another in selecting an arbitrator from J.A.M.S/ENDISPUTE's panel of neutrals, and in scheduling the event arbitration proceedings. Each party covenants that it will participate in the arbitration in good faith, and that it will share equally in the costs of a conflict with arbitration (exclusive of such rules, this Agreement will controlparty's own legal fees and other costs). (biii) The arbitration award of the arbitrator shall take place in Seattleupon application of any party, Washingtonwith Notice thereof to the party, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a final and conclusive judgment in any state or federal court with jurisdiction. The provisions of this Section 14.10(d) may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered. (iv) By executing this Agreement, the parties have expressly agreed to (A) have all Disputes that cannot be resolved pursuant to Sections 14.10(a) and/or 14.10(b) above decided by neutral arbitration; (B) waive any rights they might possess to have those matters litigated in a court or jury trial; (C) waive their judicial rights to discovery and appeal, except to the extent that they are specifically provided for under this Agreement. The arbitrators shall control Any party that refuses to submit to arbitration in conformity with this Section 14.10(d) may be compelled to arbitrate under federal or state law. Each party hereby acknowledges and agrees that they are voluntarily, and with advice of counsel, agreeing to the scheduling so as to process the matter expeditiously. The times specified arbitration provisions set forth in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs14.10(d). The parties shall equally split the fees of the arbitration and the arbitrators.I3S Agreement - PVR New Draft

Binding Arbitration. (a) Any dispute not Except as set forth in Section 2.10 and 2.12, any dispute, controversy or claim arising in connection with this Agreement shall be settled by the parties binding arbitration if so requested by structured negotiation any party hereto pursuant to paragraph (other than actions for injunctive relief including specific performanceb) shall be submitted only to binding arbitrationbelow. The arbitration will shall be conducted by three arbitrators, who shall be appointed pursuant to the rules of the American Arbitration Association (the "AAA"). The arbitration shall be held in Chicago, Illinois and shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules commercial arbitration rules of the AAA. In , except that the event of a rules set forth in this Section 2.11 shall govern such arbitration to the extent they conflict with such rules, this Agreement will controlthe rules of the AAA. (b) The Upon written notice by a party to the other parties of a request for arbitration hereunder, the parties shall take place use their commercially reasonable efforts to cause the arbitration to be conducted in Seattlean expeditious manner. All other procedural matters shall be within the discretion of the arbitrators. In the event a party fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrators, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon fix a third. reasonable period of time for compliance and, if the party does not comply within said period, a remedy deemed just by the arbitrators, including an award of default, may be imposed. (c) The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings determination of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and on the parties. Judgment upon the award rendered by the arbitrators may be entered as a judgment in any court of competent having jurisdiction. The arbitrators parties shall control the scheduling so as to process the matter expeditiously. The times specified each be responsible for their own expenses in this Section may be extended upon mutual agreement connection with such arbitration, including, without limitation, counsel fees and fees of experts; provided, however, that the parties upon a showing shall share equally in the expense of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to of the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseAAA. (d) Each party Notwithstanding anything contained herein to the contrary, the arbitrators shall bear its own costs not be limited as to the form of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (relief or remedy provided pursuant to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitratorsthis Section 2.11.

Binding Arbitration. The Parties agree that the negotiation and arbitration procedures set forth below will be the sole and exclusive remedy for resolving disputes or disagreements for money damages between any of the Parties as to the interpretation of any provision of this Management Agreement or of any of the agreements contemplated hereby, as to the performance of any obligations hereunder or thereunder, as to any determination to be made by any of the Parties hereunder or thereunder, or that otherwise arise out of this Management Agreement or any of the agreements contemplated hereby (aeach, a “Dispute”): 1. In the event that any Party or Parties hereto asserts that there exists a Dispute, such Party or Parties (the “Asserting Parties”) Any dispute not settled will deliver a written notice to the other Party or Parties involved in such Dispute (the “Receiving Parties”), specifying the nature of the asserted Dispute and requesting a meeting to resolve the same (the “Dispute Notice”). Upon delivery of the Dispute Notice, the Asserting Parties and the Receiving Parties (the “Disputing Parties”) will promptly meet in a good faith effort to resolve such Dispute. If the Disputing Parties are unable to resolve such Dispute through good faith negotiations within 15 calendar days after delivery of the Dispute Notice, the Asserting Parties may commence binding arbitration hereunder by delivering to the Receiving Parties written notice of arbitration (the “Arbitration Notice”) within 60 calendar days after delivery of the Dispute Notice. Such Arbitration Notice shall specify the matters as to which arbitration is sought, the nature of any Dispute, the claims of each party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the parties Rules (as defined below) to be included therein, if any. 2. Upon delivery of the Arbitration Notice, the Dispute will be settled exclusively by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationarbitration in the city of Chicago, Illinois. The Such arbitration will be conducted administered by the Center for Public Resources Institute for Dispute Resolutions (the “Institute”) in accordance with its then-prevailing Rules for Non-Administered Arbitration of Business Disputes (the “Rules”), by one independent and impartial arbitrator jointly selected by the Asserting Parties and the Receiving Parties (or, if they cannot agree, in accordance with the procedures set forth Rules). 3. Notwithstanding anything to the contrary provided herein, the arbitration will be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq. 4. The fees and expenses of the Institute and the arbitrator will be paid equally by the Disputing Parties to the arbitration and will be advanced by it from time to time as required; provided that at the conclusion of the arbitration, the arbitrator will award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) between the Disputing Parties based on the relative extent to which each of such Parties prevails on the merits of the Dispute. 5. The arbitrator shall permit and facilitate such limited discovery as it shall determine appropriate in the circumstances, consistent with the arbitrator’s purpose of obtaining a swift and efficient resolution of any Dispute. The Disputing Parties will keep confidential any proprietary information or other non-public information disclosed in any such discovery. 6. The arbitrator will render its decision and award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided herein and without prejudice to the Arbitration Rules above procedures, any Disputing Party may apply to any court of competent jurisdiction for Commercial Arbitration Rules of temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the AAA. In status quo until such time as the event of a conflict with arbitration panel is convened and available to hear such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdParty’s request for temporary relief. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators shall arbitrator will be final and binding on all of the Disputing Parties and there will be no appeal from or reexamination of the final award, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any Party, or to correct manifest clerical errors. Each of the Disputing Parties may enforce such final award and a judgment thereon may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. A. Within seven (a7) Any dispute not settled business days from his/her receipt of the City Manager’s or his/her designee’s written decision, or should the City Manager or his/her designee fail to render a decision within the time period provided by these procedures, the Association president, or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. The interpretation, application, merits or legality of the exercise of the City’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event the Association desires to request that a grievance, which meets the requirements of Section 6.B here of, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that it provide the parties with a list of five names from which the parties will attempt to mutually select an arbitrator. If the parties cannot mutually agree upon an arbitrator from the list of arbitrators provided by structured negotiation (other than actions for injunctive relief including specific performance) the State Mediation & Conciliation Service, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. X. Xxxxxxxxxxx of a grievance hereunder shall be submitted only limited to binding arbitrationthe formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. The arbitration will Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures set forth herein for the conduct of such arbitration. The parties involved shall share the fees and expenses of the arbitrator equally. All other expenses including but not limited to fees for witnesses, transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and similar materials required or requested by the arbitrator equally. X. Xxxxx to a hearing by an arbitrator, a representative of the City and the Arbitration Rules for Commercial Arbitration Rules of Association shall meet and prepare a joint statement setting forth the AAAissue(s) to be determined which shall be submitted to the arbitrator. In the event of a conflict with such rulesthe City and Association cannot agree on the joint statement, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single present to the arbitrator, at the hearing, its own submission statement; in which case the arbitrator shall determine which of the submitted issues are to be resolved. G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings conditions of fact and the rationale for their decision within thirty (30) days after the close this Memorandum of hearingsUnderstanding. The decision rendered of the arbitrator shall be binding upon the Association to the extent the decision and award of the arbitrator does not require action by the arbitrators City Council, such decision and award shall be final binding upon the City. If within sixty (60) business days of receiving notice of a decision and binding and award requiring action by the City Council, such action is not taken, the Association may be entered as then resort to a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as jurisdiction to process the matter expeditiously. The times specified in pursue whatever other legal remedies are available to it under this Section may be extended upon mutual agreement Memorandum of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionUnderstanding. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (aincluding but not limited to any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement, including this clause) Any dispute not arising out of or related to this Agreement (including any amendments or extensions and any agreements attached as Exhibits hereto), or the breach or termination thereof shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration then current CPR Institute for Dispute Resolution Rules for Commercial Non-administered Arbitration Rules of the AAABusiness Disputes, and this provision. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal United States Arbitration Act Act, 9 U.S.C. ss.ss. 1-16 to the exclusion of any provision of state law inconsistenx xxxrewith or which would produce a different result, and resolved judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. The arbitration shall be held in Houston, Texas, or at some other location as mutually agreed upon by the parties. There shall be three arbitrators. No TMR and SLOPI shall each select an arbitrator, and those arbitrators shall select the third arbitrator. To the extent the parties' dispute(s) concern matters of (i) oil and gas law, geology and/or petroleum engineering and/or (ii) environmental law and/or environmental science, then each arbitrator must be trained and knowledgeable in such matters. The arbitrators shall determine the claims of the parties and render a final award. The arbitrators shall set forth the reasons for the award in writing. All statutes of limitations and defenses based upon passage of time applicable to any claim of a defending party (including any counterclaim or set-off) shall be tolled while the arbitration is pending. The obligation to arbitrate all controversial claims shall extend to the successors, assigns and third party beneficiaries of the parties. The arbitrators shall order the parties to promptly exchange copies of all documents regarding the materials in dispute, potential arbitrator may serve on facts, witness lists and expert witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the panel unless he hearing any or she has agreed in writing to abide all listed witnesses, both fact and be bound expert, within such party's control. Any additional discovery shall only occur by these. (d) agreement of the parties or as ordered by the arbitrators upon a finding of good cause. Each party shall bear its own costs costs, expenses and attorney's fees; provided that if court proceedings to stay litigation or compel arbitration are necessary, any party who, in such court proceedings, unsuccessfully opposes implementation of any part of these arbitration requirements shall pay all reasonable associated costs, expenses, and attorney's fees in connection with such court proceeding. In order to prevent irreparable harm, the arbitrators shall have the power to grant temporary or permanent injunctive or other equitable relief. Prior to the appointment of an arbitrator a party may, notwithstanding any other provision of this Agreement, seek temporary injunctive relief from any court of competent jurisdiction; provided that the party seeking such relief shall (if arbitration has not already been commenced) simultaneously commence arbitration. A party seeking discovery Such court ordered relief shall reimburse not continue more than ten (10) days after the responding party appointment of the costs of production of documents arbitrators (to include search time and reproduction costsor in any event for longer than sixty (60) days). The parties Except as required by law (and then only after prior notice to the other party), no party shall equally split disclose the fees facts of the underlying dispute or the contents or result of the arbitration without the prior consent of all parties. If any part of this arbitration provision is held to be unenforceable, it shall be severed and shall not affect either the arbitratorsduty to arbitrate or any other part of this provision.

Binding Arbitration. (a) Any If the Parties do not resolve a dispute not settled by as provided in Section 12.2.2, and a Party wishes to pursue the parties by structured negotiation (other than actions for injunctive relief including specific performance) matter, each such dispute that is neither an Excluded Claim shall be submitted only to resolved by binding arbitration. The arbitration will be conducted in accordance with then effective International Chamber of Commerce (“ICC”) rules, and judgment on the procedures set forth herein arbitration award may be entered in any court having jurisdiction thereof. The decision rendered in any such arbitration shall be final and not appealable. If either Party intends to commence binding arbitration of such dispute, such Party shall provide written notice to the other Party informing the other Party of such intention and the Arbitration Rules for Commercial Arbitration Rules issues to be resolved. Within [***] after the receipt of such notice, the AAA. In other Party may by written notice to the event of a conflict with such rulesParty initiating binding arbitration, this Agreement will controladd additional issues to be resolved. (b) The arbitration shall take place in Seattle, Washington, before be conducted by a panel of three [***], none of whom shall be a current or former employee or director, or a then-current stockholder, of either Party or their respective Affiliates. The arbitrators appointed as follows: must have at least [***] of experience in the pharmaceutical industry. Within [***] after receipt of the original notice of binding arbitration, each party Party shall select a single arbitrator, one (1) person to act as arbitrator and the two (2) Party-selected arbitrators shall mutually select a third arbitrator within [***] (for which the relevant countries are the U.S. and Japan only) of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon a thirdthe third arbitrator, the third arbitrator shall be appointed in accordance with the ICC rules. The arbitrators selected shall will have knowledge and experience in the computer software businessauthority to decide the arbitrability of the dispute. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings place of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators arbitration shall be final Hong Kong, and binding all proceedings and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery communications shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionEnglish. (c) Any It is the intention of the Parties that discovery, although permitted as described herein, will be limited except in exceptional circumstances. The arbitrators shall permit such limited discovery necessary for an understanding of any legitimate issue concerning raised in the extent to which any dispute is subject to arbitration, including the production of documents. No later than [***] after selection of the third arbitrator, the Parties and their representatives shall hold a preliminary meeting with the arbitrators, to mutually agree upon and thereafter follow procedures seeking to assure that the arbitration shall be concluded within [***] from such meeting. Failing any such mutual agreement, the arbitrators shall design, and the Parties shall follow procedures to such effect. (d) Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any preliminary injunctive or concerning provisional relief necessary to protect the applicability, interpretation, rights or enforceability property of these procedures, including that Party pending the arbitration award. The arbitrators shall have no authority to award punitive or any contention other non-compensatory damages. The arbitrators shall have the power to order that all or part of these procedures are invalid the legal or unenforceable, shall other costs incurred by a Party in connection with the arbitration be governed paid by the Federal Arbitration Act and resolved by other Party. Each Party shall bear an equal share of the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide ’ and be bound by theseany administrative fees of arbitration. (de) Each party Except to the extent necessary to confirm or enforce an award or as may be required by Applicable Law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall bear its own costs an arbitration be initiated after the date when commencement of arbitration. A party seeking discovery shall reimburse a legal or equitable Proceeding based on the responding party dispute, controversy or claim would be barred by the costs applicable statute of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitratorslimitations.

Binding Arbitration. (a) Any dispute In accordance with Section 9.5d and except as permitted by Section 9.5a, any Dispute not settled resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) escalation procedures set forth in this Section 9.5 shall be submitted only resolved by binding arbitration, and each party hereby waives any right to binding institute a court or other dispute resolution proceeding with respect to such Dispute and acknowledges arbitration in accordance with this Section 9.5e as the sole and exclusive means of resolving such Dispute. The Commercial Rules of the American Arbitration Association, as modified herein, shall apply to such arbitration. The arbitration will shall be conducted in accordance with the procedures set forth herein heard and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before determined by a panel of three arbitrators appointed as follows: (3) arbitrators, each of whom shall be a disinterested attorney having experience and familiarity with manufacturing and supply arrangements in the thermal on demand printer industry. Each party shall select a single choose one (1) arbitrator, and with the third arbitrator chosen by agreement of the two (2) arbitrators chosen by the parties. In the event the two (2) arbitrators chosen by the parties cannot agree on a third arbitrator, such third arbitrator shall be selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in by the computer software businessAmerican Arbitration Association. The arbitrators shall rule decide all disputes primarily based on the dispute by issuing terms of this Agreement and secondarily on the laws of the State of Illinois, United States of America *** Confidential treatment requested pursuant to a written opinion setting forth findings request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission. (without regard to conflicts of fact and the rationale for their decision within thirty (30) days after the close of hearingslaw principles). The decision rendered by of a majority of the arbitrators shall be final and binding on the parties and may be entered as a judgment in enforced before any court of competent jurisdictionjurisdiction in accordance with Section 9.6 and cannot be the subject of any appeal. The arbitrators arbitration proceeding shall control the scheduling so as to process the matter expeditiously. The times specified occur in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyChicago, Illinois, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise be conducted in the AgreementEnglish language, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each each party shall bear its own costs of relating to such arbitration. A party seeking discovery shall reimburse , the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split share the arbitrators’ fees of and expenses, and the arbitration and all related proceedings and discovery shall take place pursuant to a protective order entered by the arbitratorsarbitrators that adequately protects the confidential nature of each party’s Confidential Information. Unless otherwise agreed by the parties, the arbitration proceeding shall commence not later than thirty (30) days after a party provides notice of arbitration, shall not continue for longer than thirty (30) days and the arbitrators shall issue their decision within fifteen (15) Business Days after the conclusion of the proceeding. In no event shall any arbitration award provide a remedy beyond those permitted under this Agreement, and any award providing a remedy beyond those permitted under this Agreement shall not be confirmed, no presumption of validity shall attach, and such award shall be vacated.