Common use of Dispute resolution; Attorney’s fees Clause in Contracts

Dispute resolution; Attorney’s fees. In the event HiCentral MLS claims that Participant Party, Sales Associate Party, or Consultant has violated the HiCentral MLS Policies, HiCentral MLS may, at its option, resolve such a claim according to the disciplinary procedures set out in the HiCentral MLS Policies, provided HiCentral MLS does not also base a claim that Participant Party, Sales Associate Party, or Consultant has breached this Agreement on the same facts. Except as set forth in the preceding sentence, any and all claims, controversies or disputes arising out of or relating to the interpretation or enforcement of this Agreement, or the breach thereof, which remain unresolved after direct negotiations between the parties, shall first be submitted to confidential Mediation in accordance with the Rules, Procedures, and Protocols for Mediation of Disputes of Dispute Prevention & Resolution, Inc. (Hawaii), then in effect. If any issues, claims or disputes remain unresolved after mediation concludes, the parties shall submit any such issues to binding arbitration before one arbitrator in accordance with the Rules, Procedures, and Protocols for Arbitration of Disputes of Dispute Prevention & Resolution, Inc., then in effect. The parties further agree that the award of the arbitrator shall be binding upon the parties and that judgment upon the award rendered may be entered in any court of competent jurisdiction. As may be necessary, the parties irrevocably agree, consent, and submit themselves to personal jurisdiction in the courts of the State of Hawaii located in Honolulu County or the federal court of the United States situated therein, as applicable, which shall have sole and exclusive jurisdiction over any action under this Agreement not subject to HiCentral MLS’s disciplinary procedures or to arbitration. Nothing in this section shall prevent HiCentral MLS from exercising any of its rights under Section 23. If HiCentral MLS prevails in an action or proceeding to enforce or interpret this Agreement or any provision hereof, it shall be entitled to reasonable attorney’s fees and costs for the legal action.

Dispute resolution; Attorney’s fees. In the event HiCentral MLS SASJCMLS claims that Participant PartyFirm, Sales Real Estate Associate Party, or Consultant has violated the HiCentral MLS SASJCMLS Policies, HiCentral MLS SASJCMLS may, at its option, resolve such a claim according to the disciplinary procedures set out in the HiCentral MLS SASJCMLS Policies, provided HiCentral MLS SASJCMLS does not also base a claim that Participant PartyFirm, Sales Real Estate Associate Party, or Consultant has breached this Agreement on the same facts. Except as set forth in the preceding sentence, any and all claims, controversies controversy or disputes claim to which Consultant is not a party arising out of or relating to the interpretation or enforcement of this Agreement, or the breach thereof, which remain unresolved after direct negotiations between shall be settled by arbitration administered by the parties, shall first be submitted to confidential Mediation in accordance with the American Arbitration Association under its Commercial Arbitration Rules, Proceduresincluding its Optional Rules for Emergency Measures of Protection (collectively, the “Arbitration Rules”), and Protocols for Mediation of Disputes of Dispute Prevention & Resolution, Inc. (Hawaii), then in effect. If any issues, claims or disputes remain unresolved after mediation concludes, the parties shall submit any such issues to binding arbitration before one arbitrator in accordance with the Rules, Procedures, and Protocols for Arbitration of Disputes of Dispute Prevention & Resolution, Inc., then in effect. The parties further agree that the award of the arbitrator shall be binding upon the parties and that judgment upon on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdictionhaving jurisdiction thereof. As may be necessary, the The parties irrevocably agree, consent, and submit themselves to personal jurisdiction in the courts of the State of Hawaii Florida located in Honolulu St. John’s County or the federal court of the United States situated therein, as applicable, which shall have sole and exclusive jurisdiction over any action under this Agreement not subject to HiCentral MLSSASJCMLS’s disciplinary procedures or to arbitration. Nothing Non-binding mediation in good faith is a condition precedent to asserting any claim, whether in arbitration or the courts, under this section Agreement, except that this condition shall not prevent HiCentral MLS SASJCMLS from exercising any of its rights under Section 23. If HiCentral MLS SASJCMLS prevails in an action or proceeding to enforce or interpret this Agreement or any provision hereof, it shall be entitled to reasonable attorney’s fees and costs for the legal action.

Dispute resolution; Attorney’s fees. In the event HiCentral MLS MLSCV claims that Participant PartyFirm, Sales Broker Associate Party, or Consultant has violated the HiCentral MLS MLSCV Policies, HiCentral MLS MLSCV may, at its option, resolve such a claim according to the disciplinary procedures set out in the HiCentral MLS MLSCV Policies, provided HiCentral MLS MLSCV does not also base a claim that Participant PartyFirm, Sales Broker Associate Party, or Consultant has breached this Agreement on the same facts. Except as set forth in the preceding sentence, MLSCV may select either litigation or arbitration as the means to resolve any and all claims, controversies controversy or disputes claim arising out of or relating to the interpretation or enforcement of this Agreement, or the breach thereof. If MLSCV selects arbitration, which remain unresolved after direct negotiations between the parties, controversy or claim shall first be submitted to confidential Mediation in accordance with settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, Proceduresincluding its Optional Rules for Emergency Measures of Protection (collectively, the “Arbitration Rules”), and Protocols for Mediation of Disputes of Dispute Prevention & Resolution, Inc. (Hawaii), then in effect. If any issues, claims or disputes remain unresolved after mediation concludes, the parties shall submit any such issues to binding arbitration before one arbitrator in accordance with the Rules, Procedures, and Protocols for Arbitration of Disputes of Dispute Prevention & Resolution, Inc., then in effect. The parties further agree that the award of the arbitrator shall be binding upon the parties and that judgment upon on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdictionhaving jurisdiction thereof. As may be necessary, the The parties irrevocably agree, consent, and submit themselves to personal jurisdiction in the courts of the State of Hawaii North Carolina located in Honolulu Catawba County or the federal court of the United States situated therein, as applicable, which shall have sole and exclusive jurisdiction over any action under this Agreement not subject to HiCentral MLSMLSCV’s disciplinary procedures or to arbitration. Nothing in this section shall prevent HiCentral MLS from exercising If any of its rights under Section 23. If HiCentral MLS party prevails in an action or proceeding to enforce or interpret this Agreement or any provision hereof, it shall be entitled to reasonable attorney’s fees and costs for the legal action.

Dispute resolution; Attorney’s fees. In the event HiCentral MLS claims that Participant Party, Sales Associate Party, of a dispute concerning the terms or Consultant has violated the HiCentral MLS Policies, HiCentral MLS may, at its option, resolve such a claim according to the disciplinary procedures set out in the HiCentral MLS Policies, provided HiCentral MLS does not also base a claim that Participant Party, Sales Associate Party, or Consultant has breached conditions of this Agreement on the same facts. Except as set forth in the preceding sentencethat cannot be resolved informally, any and all claims, controversies or disputes arising out of or relating to the interpretation or enforcement of this Agreement, or the breach thereof, which remain unresolved after direct negotiations between the parties, shall first be submitted to confidential Mediation in accordance with the Rules, Procedures, and Protocols for Mediation of Disputes of Dispute Prevention & Resolution, Inc. (Hawaii), then in effect. If any issues, claims or disputes remain unresolved after mediation concludes, either party may require that the parties shall first submit any such issues the matter to binding arbitration before one arbitrator in accordance with mediation, pursuant to the Rulesmediation procedures of a mediation agency selected by the parties. This mediation shall consist of two mediation sessions of at least two hours each, Proceduresor until the mediator declares that the parties have reached an impasse, and Protocols for Arbitration of Disputes of Dispute Prevention & Resolution, Inc., then in effectwhichever occurs sooner. The parties further agree that the award of the arbitrator shall be binding upon required to exercise their right to mediation prior to proceeding with litigation. In the parties and event that judgment upon suit or other action is brought to enforce the award rendered may be entered in any court provisions of competent jurisdiction. As may be necessarythis Agreement after mediation has concluded without a resolution, the parties irrevocably agree, consent, and submit themselves to personal jurisdiction in the courts of the State of Hawaii located in Honolulu County or the federal court of the United States situated therein, as applicable, which shall have sole and exclusive jurisdiction over any action under this Agreement not subject to HiCentral MLS’s disciplinary procedures or to arbitration. Nothing in this section shall prevent HiCentral MLS from exercising any of its rights under Section 23. If HiCentral MLS prevails in an action or proceeding to enforce or interpret this Agreement or any provision hereof, it prevailing party shall be entitled to recover from any non-prevailing party all costs and reasonable attorney’s attorneys' fees, including attorneys' fees and costs for upon appeal incurred in connection therewith. For this purpose, the legal actionterm "prevailing party" shall mean the party whose position is substantially sustained in the settlement or in the final judgment rendered in any litigation. 11.19 NO JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. [Signatures are on the following page.] 18