Common use of Disputes Resolution Clause in Contracts

Disputes Resolution. (a) Except as otherwise provided in this Agreement, the following dispute resolution procedures shall be used by the parties to resolve all disputes, differences, controversies and claims under this Agreement (or any SSA) (i) the resolution of which expressly requires the application of the procedures set forth in this Section 20.9, (ii) that arise out of the inability of the parties to reach agreement on any matter as to which the parties have expressly agreed to agree in the future, (iii) that arise out of the refusal by one party to give its approval or consent prior to the commencement of any action or in order to finalize any action, plan or document, and (iv) that arise out of or relate to this Agreement (or the SSAs) or the interpretation or breach thereof (other than those set forth in Section 20.9(g) hereof) (collectively, "Disputes"). Either party may, by written notice to the other party, refer for resolution any Disputes. (b) Any such Dispute shall be referred to arbitration under the rules of the American Arbitration Association, to the extent such rules are not inconsistent with this Section 20.9 The arbitration panel shall consist of three arbitrators, one of whom shall be appointed by each party hereto. The two arbitrators thus appointed shall choose the third arbitrator; provided, however, that if the two arbitrators are unable to agree on the appointment of the third arbitrator, either arbitrator may petition the American Arbitration Association to make the appointment. (c) Unless otherwise mutually agreed to by the parties, for any Dispute procedure initiated by Flextronics or any Flextronics Affiliated Company, the place of arbitration shall be Rochester, New York, and for any Dispute procedure initiated by Xerox or any Xerox Affiliated Company, the place of arbitration shall be San Jose, California. (d) The decision of the arbitration panel shall be final and binding on all of the parties hereto and non-appealable, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 may be enforced in any court having jurisdiction over the award or any of the parties pursuant to Section 20.9(f) hereof, and judgment on the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder may be entered in any such court. (e) Each party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section 20.9, including attorneys' fees. The fees and expenses of the arbitration panel shall be (A) borne equally by Xerox and Flextronics if and to the extent that the arbitration panel determines that such result would be fair and equitable under the circumstances, or (B) borne by Xerox and/or Flextronics in inverse proportion to the amount that the arbitration panel's award in favor of Xerox and/or Flextronics bears to the total amount of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% of the arbitration panel's fees and expenses). (f) Any judicial proceeding brought pursuant to Section 20.9(d) hereof must be brought in any court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereof, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing in this Section 20.9 shall affect the right of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. (g) The foregoing provisions shall not apply to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereof, which shall be governed solely by Article 17 hereof; (c) the misappropriation, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 to the contrary, in the event of any Dispute, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereof, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as the "Escalation Procedure"). The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Section 20.9(h), the provisions of Section 20.9(b) through (f) hereof, inclusive, shall apply.

Disputes Resolution. (a) Except as otherwise provided in this Agreement, In the following dispute resolution procedures shall be used by the parties to resolve all disputes, differences, controversies and claims under this Agreement (or any SSA) (i) the resolution of which expressly requires the application of the procedures set forth in this Section 20.9, (ii) event that arise out of the inability of the parties to reach agreement on any matter as to which the parties have expressly agreed any disagreement, dispute, breach, or claim of breach, non-performance, or repudiation arising from, related to agree or in the future, (iii) that arise out connection with this Agreement or any of the refusal by one terms or conditions hereof (collectively the “Dispute”), conduct a two-stage dispute resolution process as follows: A party to give its approval or consent prior to the commencement of any action or will provide notice (a “Dispute Notice”) in order to finalize any action, plan or document, and (iv) that arise out of or relate to this Agreement (or the SSAs) or the interpretation or breach thereof (other than those set forth in Section 20.9(g) hereof) (collectively, "Disputes"). Either party may, by written notice writing to the other partyparty of a Dispute. Within five (5) Business Days of delivery of the Dispute Notice each party shall appoint two (2) of its officers to a committee (the “Dispute Committee”) who shall meet in Ottawa, refer for resolution any Disputes. Ontario and use their commercially reasonable efforts to amicably settle the Dispute: If the attempts of the Dispute Committee fail to resolve the Dispute after a period of fifteen (b15) Any Business Days from the date of delivery of the Dispute Notice, then every such Dispute shall be referred to arbitration under in the rules English language in Ottawa, Ontario pursuant to the Arbitration Act, 1991 (Ontario), as may be amended, and in accordance with the following: (i) Any party may by written notice (the “Arbitration Notice”) to the other party request that the disagreement be referred to arbitration with the reference being to a single arbitrator mutually agreed to by the parties, provided that, if the parties are unable to agree on an arbitrator within ten (10) Business Days of receipt of the American Arbitration AssociationNotice, the arbitration shall be to the extent such rules are not inconsistent with this Section 20.9 The arbitration panel shall consist of three arbitrators, one of whom shall be appointed by BreconRidge and one of whom shall be appointed by Customer and each party hereto. The two arbitrators thus shall provide notice to the other party of the arbitrator so appointed shall choose within twenty (20) Business Days of the Arbitration Notice and the third arbitrator; provided, however, that if arbitrator shall be appointed by the two arbitrators are unable appointed by BreconRidge and Customer and such third arbitrator shall be the chairperson. If either party fails to agree on give notice of the appointment of an arbitrator as herein provided the third arbitrator, either reference shall be to the arbitrator may petition appointed by the American Arbitration Association other party in accordance with this clause and such arbitrator shall be considered to make the appointment. (c) Unless otherwise have been mutually agreed to by the both parties; (ii) where reference is to three arbitrators, for any Dispute procedure initiated by Flextronics or any Flextronics Affiliated Company, the place of arbitration decisions shall be Rochestermade by the majority of the arbitrators, New Yorkprovided that matters susceptible to reduction to a number, and for any Dispute procedure initiated by Xerox or any Xerox Affiliated Companysuch as a dollar amount, the place of arbitration shall be San Jose, California.decided by closed ballot by averaging the two nearest numerical decisions of the three arbitrators; (diii) The decision the arbitrator(s) may proceed to an award notwithstanding the failure of one party to participate in the arbitration proceedings; (iv) the prevailing party may be entitled to an award of reasonable legal fees incurred in connection with the arbitration in such amount as determined by the arbitrator(s); and (v) the award of the arbitration panel arbitrator(s) shall be the sole and exclusive remedy of the parties and shall be final and binding on all and enforceable in a court of competent jurisdiction. Notwithstanding the foregoing, the parties hereto and non-appealable, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 may be enforced in any court having jurisdiction over the award or any of the parties pursuant to Section 20.9(f) hereof, and judgment on the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder may be entered in any such court. (e) Each party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section 20.9, including attorneys' fees. The fees and expenses of the arbitration panel shall be (A) borne equally by Xerox and Flextronics if and entitled to the extent that the arbitration panel determines that such result would be fair and equitable under the circumstances, or (B) borne by Xerox and/or Flextronics in inverse proportion to the amount that the arbitration panel's award in favor of Xerox and/or Flextronics bears to the total amount of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% of the arbitration panel's fees and expenses). (f) Any judicial proceeding brought pursuant to Section 20.9(d) hereof must be brought in seek injunctive relief from any court of competent jurisdiction in and the State of New York, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to parties shall not be bound by any judgment rendered thereby in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereof, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing in this Section 20.9 shall affect the right of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. (g) The foregoing provisions shall not apply to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereof, which shall be governed solely by Article 17 hereof; (c) the misappropriation, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 to the contrary, arbitration in the event of any Disputebreach or claim of breach of any confidentiality, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereofnon-disclosure or intellectual property provisions or obligations of this Agreement. Except where clearly prevented by the issue in dispute, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as the "Escalation Procedure"). The representatives of the both parties shall meet at a mutually acceptable time continue performing their respective obligations under this Agreement while the dispute is being resolved unless and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties until such obligations are unable to resolve such Dispute pursuant to this Section 20.9(h), terminated or expire in accordance with the provisions of Section 20.9(b) through (f) hereof, inclusive, shall apply.

Disputes Resolution. (a) Except as otherwise provided in this Agreement, the following binding dispute resolution procedures shall be the exclusive means used by the parties to resolve all disputes, differences, controversies and claims under this Agreement (or any SSA) (i) the resolution of which expressly requires the application of the procedures set forth in this Section 20.9, (ii) that arise out of the inability of the parties to reach agreement on any matter as to which the parties have expressly agreed to agree in the future, (iii) that arise out of the refusal by one party to give its approval or consent prior to the commencement of any action or in order to finalize any action, plan or document, and (iv) that arise arising out of or relate relating to this the Agreement (or any other aspect of the SSAs) relationship between Flextronics and Authorized Purchaser or the interpretation or breach thereof (other than those set forth in Section 20.9(g) hereof) their respective affiliates and subsidiaries (collectively, "“Disputes"”). Either party may, by written notice to the other party, refer any Disputes for resolution any Disputesin the manner set forth below. Either party’s affiliates and subsidiaries are also intended beneficiaries of, and may enforce, this dispute resolution procedure. (b) Any such Dispute Disputes shall be referred to arbitration under the Comprehensive Arbitration Rules & Procedures of JAMS (the “Arbitration Administrator”), as such rules of shall be in effect on the American Arbitration AssociationEffective Date, except to the extent that such rules are not inconsistent with this Section 20.9 The arbitration panel 6.7, in which case this Section shall consist of three arbitrators, one of whom shall be appointed by each party hereto. The two arbitrators thus appointed shall choose the third arbitrator; provided, however, that if the two arbitrators are unable to agree on the appointment of the third arbitrator, either arbitrator may petition the American Arbitration Association to make the appointmentgovern. (c) The parties shall agree on a single arbitrator (the “Arbitrator”). The Arbitrator shall be a retired judge selected by the parties from a roster of arbitrators provided by the Arbitration Administrator. If the parties cannot agree on an Arbitrator within seven (7) days of delivery of the demand for arbitration (“Demand”) (or such other time period as the parties may agree), the Arbitration Administrator shall deliver a roster often names to the parties. Within seven (7) calendar days of service upon the parties of the list of names, each party may strike three (3) names and shall rank the remaining seven arbitrator candidates in order of preference, from least to most preferred. The Arbitration Administrator will then appoint the remaining candidate with the highest composite ranking as the Arbitrator, or, in the event of a tie, the Arbitration Administrator will select an Arbitrator from among the tied candidates. (d) Unless otherwise mutually agreed to by the parties, for any Dispute procedure initiated by Flextronics or any Flextronics Affiliated Company, the place of arbitration shall be Rochester, New York, and for any Dispute procedure initiated by Xerox or any Xerox Affiliated Company, the place of arbitration shall be San Jose, California. (d) The decision of , although the arbitration panel shall be final and binding on all of the parties hereto and non-appealable, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 arbitrators may be enforced in any court having jurisdiction over the award selected from rosters including San Jxxx or any of the parties pursuant to Section 20.9(f) hereof, and judgment on the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder may be entered in any such courtSan Francisco. (e) Each party The Federal Arbitration Act shall pay their own expenses in connection with govern the resolution arbitrability of Disputes pursuant to this Section 20.9all Disputes, including attorneys' fees. The fees and expenses the Rules of the arbitration panel shall be (A) borne equally by Xerox and Flextronics if and Arbitration Administrator shall, to the extent not inconsistent with this Agreement, govern the conduct of the arbitration. To the extent that the Federal Arbitration Act and Rules do not provide an applicable procedure, California law shall govern the procedures for arbitration panel determines that such result would be fair and equitable under the circumstancesenforcement of an award, or (B) borne by Xerox and/or Flextronics in inverse proportion and then only to the amount extent not inconsistent with the terms of this Section 6.7. Disputes between the parties shall be subject to arbitration notwithstanding that the arbitration panel's award in favor of Xerox and/or Flextronics bears a party to the total amount this Agreement is also a party to a pending court action or special proceeding with a third party, arising out of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount same transaction or series of items in dispute by Xerox related transactions and there is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, a possibility of conflicting rulings on a common issue of law or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% of the arbitration panel's fees and expenses)fact. (f) Any judicial proceeding brought pursuant Unless otherwise mutually agreed to Section 20.9(d) hereof must be brought in any court of competent jurisdiction in by the State of New York, and, by execution and delivery of this Agreementparties, each party (i) accepts, generally shall allow and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby participate in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have discovery as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereof, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing in this Section 20.9 shall affect the right of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. (g) The foregoing provisions shall not apply to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereof, which shall be governed solely by Article 17 hereof; (c) the misappropriation, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 to the contrary, in the event of any Dispute, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereof, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as the "Escalation Procedure"). The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Section 20.9(h), the provisions of Section 20.9(b) through (f) hereof, inclusive, shall apply.follows:

Disputes Resolution. (a) Except as otherwise provided in this Agreement, the following dispute resolution procedures shall be used by the parties to resolve The Parties agree that any and all disputes, differences, controversies and or claims under arising out of or relating to this Agreement shall be submitted for mediation, and if the matter is not resolved through mediation, then it shall be submitted to the American Arbitration Association, for final and binding arbitration pursuant to the other provisions of this Section 8.10. Either Party, or the Unaffiliated Committee on behalf of the Company upon resolution approved by a majority of the members of the Unaffiliated Committee, may commence mediation by providing to the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall select a mediator and the procedures under which the mediation is to be conducted by mutual agreement, provided that if, on the date that is thirty (30) days after the written request for mediation is given, the Parties have not agreed upon a mediator and such procedures, then the Parties shall provide to the American Arbitration Association a written request for mediation under the American Arbitration Association’s Commercial Mediation Procedures, setting forth the subject of the dispute and the relief requested, and a neutral mediator shall be appointed by the American Arbitration Association administrator. The Parties will cooperate with the American Arbitration Association and with one another in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their Representatives, and by the mediator or any SSAAmerican Arbitration Association employees (including, for the avoidance of doubt, any true and correct translations thereof) (i) , are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the resolution Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of which expressly requires its use in the application mediation. Either Party, or the Unaffiliated Committee on behalf of the procedures set forth in this Section 20.9, (ii) that arise out Company upon resolution approved by a majority of the inability members of the parties Unaffiliated Committee, may initiate Table of Contents arbitration by notice (a “Request for Arbitration”) to reach agreement on any matter as to which other Party at any time following the parties have expressly agreed to agree in initial mediation session or at any time following 45 days from the futuredate of filing the written request for mediation, whichever occurs first (iii) that arise out “Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the refusal by one party to give its approval or consent Parties so desire. At no time prior to the commencement of any action Earliest Initiation Date shall either side initiate an arbitration or in order to finalize any action, plan or document, and (iv) that arise out of or relate litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by American Arbitration Association rules or by agreement of the Parties. However, this limitation is inapplicable to a Party if the other Party refuses to comply with the requirements of this Section 8.10(a). All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The Parties will take such action, if any, required to effectuate such tolling. If a mediation or arbitration is commenced by the Unaffiliated Committee on behalf of the Company, the Unaffiliated Committee on behalf of the Company shall be empowered to do or cause to be done (or forebear from doing) any and all acts reasonably deemed by a majority of the SSAs) members of the Unaffiliated Committee to be necessary or appropriate in furtherance of the interpretation purposes of the Company with respect to such mediation or breach thereof (other than those set forth in Section 20.9(g) hereof) (collectivelyarbitration, "Disputes"). Either party mayincluding without limitation determining to settle, by written notice to the other partyresolve, refer for resolution any Disputeswithdraw or appeal such mediation or arbitration. (b) Any such Dispute Subject to Section 8.10(a), any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement or the negotiation, execution or performance hereof, including any dispute regarding its arbitrability, shall be referred to exclusively and finally settled by arbitration under the rules of administered by the American Arbitration Association, to provided that a Request for Arbitration is given after the extent such Earliest Initiation Date (except as otherwise provided in Section 8.10(a)). An arbitration shall be conducted in accordance with the American Arbitration Association rules are not inconsistent with governing commercial arbitration in effect at the time the Request for Arbitration is filed (the “AAA Rules”), except as they may be modified by the provisions of this Section 20.9 Agreement. The place of the arbitration shall be New York City, New York. The arbitration panel shall consist of three arbitrators, one of whom shall be conducted by an arbitrator appointed by each party hereto. The two arbitrators thus appointed shall choose mutual agreement of the third arbitratorParties; provided, however, provided that if in the two arbitrators are unable event the Parties fail to agree on the appointment of an arbitrator within fifteen (15) days after delivery of the third arbitratorRequest for Arbitration, either such arbitrator may petition shall be appointed by the American Arbitration Association pursuant to make the appointmentAAA Rules. If the arbitrator is appointed by the American Arbitration Association, such arbitrator shall be a retired judge or justice from any United States federal jurisdiction. Any arbitrator shall have had no business relationship (other than acting as arbitrator or mediator) or familial relationship with any Party, or any Affiliate of any Party, or any Representative of any Party in a significant matter during the past ten (10) years. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement; and the arbitrator’s award shall be made within thirty (30) days following such completion. The Parties may mutually agree to extend the time limits specified in the foregoing Section 8.10(b). (c) Unless otherwise mutually agreed The arbitrators will apply the substantive law (and the law of remedies, if applicable) as provided in Section 8.9(a), and will be without power to by the partiesapply any different substantive law, and, for the avoidance of doubt, shall maintain all proceedings in confidence. The arbitrators will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing Party. The arbitrators shall also have the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrators may entertain a motion to dismiss and/or a motion for summary judgment by either Party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any Dispute procedure initiated by Flextronics claim or counterclaim (or any Flextronics Affiliated Companyportion thereof), without holding an evidentiary hearing, if, after affording the Parties an opportunity to present written submission and documentary evidence, the place arbitrators conclude that there is no material issue of arbitration shall fact and that the claim or counterclaim (or a portion thereof) may be Rochesterdetermined as a matter of law. The Parties waive, New Yorkto the fullest extent permitted by law, and for any Dispute procedure initiated rights to appeal, or to review of, any arbitrators’ award by Xerox or any Xerox Affiliated Company, the place of arbitration shall be San Jose, California. (d) court. The decision of the arbitration panel arbitrators’ award shall be final and binding on all of the parties hereto and non-appealable, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 may be enforced in any court having jurisdiction over the award or any of the parties pursuant to Section 20.9(f) hereofbinding, and judgment on the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder may be entered in any such court. (e) Each party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section 20.9, including attorneys' fees. The fees and expenses of the arbitration panel shall be (A) borne equally by Xerox and Flextronics if and to the extent that the arbitration panel determines that such result would be fair and equitable under the circumstances, or (B) borne by Xerox and/or Flextronics in inverse proportion to the amount that the arbitration panel's award in favor of Xerox and/or Flextronics bears to the total amount of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% of the arbitration panel's fees and expenses). (f) Any judicial proceeding brought pursuant to Section 20.9(d) hereof must be brought in any court of competent jurisdiction jurisdiction. Notwithstanding anything in the State of New York, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have as Agreement to the venue of any such suitcontrary, action either Party may seek injunctive relief, specific performance, or proceeding brought in such other equitable remedies from a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereof, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing in this Section 20.9 shall affect the right of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT8.9(a). (g) The foregoing provisions shall not apply to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereof, which shall be governed solely by Article 17 hereof; (c) the misappropriation, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 to the contrary, in the event of any Dispute, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereof, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as the "Escalation Procedure"). The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Section 20.9(h), the provisions of Section 20.9(b) through (f) hereof, inclusive, shall apply.

Disputes Resolution. (a) Except as otherwise provided 20.1 Save where expressly stated in this AgreementAgreement to the contrary, and subject to any contrary provision of the following Act, any licence issued pursuant to the Act or the Regulations, or the rights, powers, duties and obligations of the Authority or Secretary of State under the Act, any such licence or otherwise howsoever, any dispute resolution procedures or difference of whatever nature howsoever arising under out of or in connection with this Agreement between the Parties shall be used by and is hereby referred to arbitration pursuant to the parties arbitration rules of the Electricity Arbitration Association in force from time to resolve all disputes, differences, controversies time. 20.2 Whatever the nationality residence or domicile of either Party and claims under this Agreement (wherever the dispute or difference or any SSA) part thereof arose the law of England shall be the proper law of any reference to arbitration hereunder and in particular (ibut not so as to derogate from the generality of the foregoing) the resolution of which expressly requires the application provisions of the procedures set forth Arbitration Xxx 0000 shall apply to any such arbitration wherever the same or any part of it shall be conducted. 20.3 Subject always to Clause 20.5, if any third party brings any legal proceedings in this Section 20.9, any court (ii) that arise out of the inability of the parties to reach agreement on any matter as to which the parties Civil Procedure Rules 1998 as amended applies) against any Party (the "defendant Party") and the defendant Party wishes to make a third party claim (as defined in Clause 20.4) against the other Party which would but for this Clause 20.3 have expressly agreed been a dispute or difference referred to agree arbitration by virtue of Clause 20.1 then, notwithstanding the provisions of Clause 20.1 which shall not apply and in lieu of arbitration, the court in which the legal proceedings have been commenced shall hear and completely determine and adjudicate upon the legal proceedings and the third party claim not only between the third party and the defendant Party but also between either or both of them and the other Party whether by way of third party proceedings (to which the Civil Procedure Rules 1998 as amended applies ) or otherwise as may be ordered by the court. 20.4 For the purpose of this Clause 20 "third party claim" shall mean:- (A) any claim by a defendant Party against the other Party (whether or not already a party to the legal proceedings) for any contribution or indemnity; or (B) any claim by a defendant Party against the other Party for any relief or remedy relating to or connected with the subject matter of the legal proceedings and substantially the same as some relief or remedy claimed by the third party; or (C) any requirement by a defendant Party that any question or issue relating to or connected with the subject matter of the legal proceedings should be determined not only as between the third party and the defendant Party but also as between either or both of them and the other Party (whether or not already a party to the legal proceedings). 20.5 Clause 20.3 shall apply only if at the time the legal proceedings are commenced no arbitration has been commenced between the defendant Party and the other Party raising or involving the same or substantially the same issues as would be raised by or involved in the future, (iii) that arise out of the refusal by one third party to give its approval or consent claim. The tribunal in any arbitration which has been commenced prior to the commencement of any action or in order to finalize any action, plan or document, and (iv) that arise out of or relate to this Agreement (or legal proceedings shall determine the SSAs) or the interpretation or breach thereof (other than those set forth in Section 20.9(g) hereof) (collectively, "Disputes"). Either party may, by written notice to the other party, refer for resolution any Disputes. (b) Any such Dispute shall be referred to arbitration under the rules of the American Arbitration Association, to the extent such rules are not inconsistent with this Section 20.9 The arbitration panel shall consist of three arbitrators, one of whom shall be appointed by each party hereto. The two arbitrators thus appointed shall choose the third arbitrator; provided, however, that if the two arbitrators are unable to agree on the appointment of the third arbitrator, either arbitrator may petition the American Arbitration Association to make the appointment. (c) Unless otherwise mutually agreed to by the parties, for any Dispute procedure initiated by Flextronics or any Flextronics Affiliated Company, the place of arbitration shall be Rochester, New York, and for any Dispute procedure initiated by Xerox or any Xerox Affiliated Company, the place of arbitration shall be San Jose, California. (d) The decision of the arbitration panel shall be final and binding on all of the parties hereto and non-appealable, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 may be enforced in any court having jurisdiction over the award or any of the parties pursuant to Section 20.9(f) hereof, and judgment on the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder may be entered in any such court. (e) Each party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section 20.9, including attorneys' fees. The fees and expenses of the arbitration panel shall be (A) borne equally by Xerox and Flextronics if and to the extent that the arbitration panel determines that such result would be fair and equitable under the circumstances, or (B) borne by Xerox and/or Flextronics in inverse proportion to the amount that the arbitration panel's award in favor of Xerox and/or Flextronics bears to the total amount of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% of the arbitration panel's fees and expenses). (f) Any judicial proceeding brought pursuant to Section 20.9(d) hereof must be brought in any court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereof, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing in this Section 20.9 shall affect the right of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. (g) The foregoing provisions shall not apply to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereof, which shall be governed solely by Article 17 hereof; (c) the misappropriation, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 to the contraryquestion, in the event of any Disputedispute, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereof, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies whether the issues raised or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of involved are the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx same or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as substantially the "Escalation Procedure"). The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Section 20.9(h), the provisions of Section 20.9(b) through (f) hereof, inclusive, shall applysame.

Disputes Resolution. (a) Except A. Unless any third party or parties providing financing to Thermo shall object thereto not later than upon selection of the arbitration panel as otherwise provided hereinafter provided, all claims, disputes, and other matters in question arising out of or relating to this Agreement, or the breach thereof, shall, in lieu of court action, be submitted to arbitration in Weld County, Colorado before a panel of three (3) arbitrators. This agreement to arbitrate shall be specifically enforceable under the arbitration laws of the State of Colorado. Demand for arbitration must be made within a reasonable time after the claim, dispute, or other matter in question has arisen. In no event shall the arbitration be made after the date when institution of legal or equitable proceedings based on such claims, dispute, or other matter in question would be barred by the applicable statute of limitations. B. The arbitrators shall be appointed in the following dispute resolution procedures manner: (1) The claimant shall give notice in writing to that effect to the respondent and shall in such notice appoint the first arbitrator to the panel. (2) The respondent shall, within ten (10) days by notice in writing to the claimant, appoint a second arbitrator to the panel, and if the respondent shall fail to do so within the ten (10) day period such appointment may (at the request of the claimant) be made by any judge who is willing to so designate an arbitrator and who is at the time serving on the court of general jurisdiction for Weld County. (3) The two arbitrators appointed under subparagraphs (1) and (2), above, shall within ten (10) days appoint the third arbitrator to the panel, and if they shall fail to do so within the ten (10) day period such appointment shall (at the request of either party) be made in like manner as is provided for alternate appointment under subparagraph (2), above. No person shall be used appointed to act as an arbitrator unless such person shall be qualified by the parties to resolve all disputes, differences, controversies and claims under this Agreement a minimum of ten (or any SSA) (i10) the resolution of which expressly requires the application of the procedures set forth in this Section 20.9, (ii) that arise out of the inability of the parties to reach agreement on any matter as to which the parties have expressly agreed to agree years' experience in the futureoperation of or as a consultant to the cogeneration or commercial greenhouse industries, or a minimum of ten (iii10) that arise out years' experience in the private practice of law in a discipline relevant to such industries. No person shall be appointed as an arbitrator if such person is known to the refusal by one party appointing the arbitrator to give its approval have some then existing business or consent professional relationship with the party making the appointment, or some interest or duty which conflicts or may conflict with such person's duty to decide the question under arbitration fairly and objectively. Should any arbitrator(s) be appointed who shall appear, at any time prior to the commencement announcement by the arbitrators of their final award, to have a conflict of interest, the position and views of such arbitrator(s) shall be disregarded by the other(s) and if such disregard would result in the remaining arbitrator(s) being equally divided on the outcome, the remaining arbitrator(s) shall promptly appoint disinterested arbitrator(s) to succeed the interested arbitrator(s) before concluding the arbitration. Any willful attempt by either party to conceal a conflict of interest on the part of an arbitrator appointed by such party shall constitute fraud on the arbitration. C. Notwithstanding any action provisions of law or in order to finalize any action, plan or document, and (iv) that arise out rule of or relate to this Agreement (or the SSAs) or the interpretation or breach thereof (other than those set forth in Section 20.9(g) hereof) (collectively, "Disputes"). Either party may, by written notice arbitration to the contrary: (1) The panel of arbitrators so appointed shall promptly fix a reasonable time and place for receiving submissions or information from the parties concerned or from any other party, refer persons that they think fit and such panel may make such other inquiries and require such other evidence as may be necessary for resolution any Disputesdetermining the matter before them. (b2) Any such Dispute shall be referred to arbitration under If within a period of ninety (90) days after the rules date of the American Arbitration Association, to the extent such rules are not inconsistent with this Section 20.9 The arbitration panel shall consist of three arbitrators, one of whom shall be appointed by each party hereto. The two arbitrators thus appointed shall choose the third arbitrator; provided, however, that if the two arbitrators are unable to agree on the appointment of the third arbitratorsaid panel a decision shall not have been rendered by the panel or a majority thereof, a new panel of arbitrators shall at the request of either arbitrator may petition party be appointed in the American Arbitration Association to make manner aforesaid and the appointmentappointment of the previous panel shall thereupon cease. (c3) Unless otherwise mutually agreed to by The determination of the parties, for any Dispute procedure initiated by Flextronics or any Flextronics Affiliated Company, the place said panel of arbitration arbitrators shall be Rochester, New York, in writing and for any Dispute procedure initiated by Xerox or any Xerox Affiliated Company, the place of arbitration shall be San Jose, California. (d) The decision of the arbitration panel shall be final and binding on all of upon the parties hereto and non-appealableconcerned except in the event of fraud, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 may be enforced in any court having jurisdiction over the award or any of the parties pursuant to Section 20.9(f) hereofagreed mistake, and judgment on upon such determination rendered by the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder arbitrators may be entered in any court of competent jurisdiction. In addition to establishment and enforcement of such courtjudgment for damages as may be awarded by the arbitrators, such judgment may establish the basis for entry by such court of an injunction, decree of specific performance, order of foreclosure, or such other legal or equitable remedy as it may appear to said court that the party receiving the award shall be entitled to under the circumstances. (e4) Each party Claimant and respondent shall pay their own expenses in connection with each bear the resolution of Disputes pursuant to this Section 20.9, including attorneys' fees. The fees costs and expenses of the arbitration panel arbitrator appointed by it or on its behalf, and also the costs and expenses of the third arbitrator shall be (A) borne equally paid by Xerox and Flextronics if and either claimant or respondent, or shall be appor- tioned among parties to the extent that arbitration in such proportions as the panel of arbitrators shall in the circumstances consider proper. (5) Any party to the arbitration panel determines may cause to be joined in the arbitration any third party who is willing to be joined and whose presence in the arbitration may be necessary or desirable for a complete and final resolution of the claim, dispute, or other matter in question. After such joinder, such third parties shall have all rights of any other party to the arbitration, except that such result would be fair and equitable under third parties shall not participate in the circumstances, selection or (B) borne by Xerox and/or Flextronics in inverse proportion to the amount that the arbitration panel's award in favor replacement of Xerox and/or Flextronics bears to the total amount of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% members of the arbitration panel's fees . Refusal by such third parties to be joined shall not impair the effectiveness of the arbitration as between the claimant and expenses)the respondent. (f6) Any judicial proceeding brought pursuant to Section 20.9(d) hereof must be brought in any court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suitarbitration shall be entitled, action or proceeding brought in such a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereofan expedited schedule which shall be determined by the panel upon request by any such party, to obtain discovery through depositions, interrogatories, demands for admissions and requests for production and inspection of documents and reports as provided for in the Colorado Rules of Civil Procedure, and service so made should disputes arise with respect to such discovery procedures the party seeking discovery shall be deemed completed on entitled to apply to the third Business Day after court of general jurisdiction in Weld County, Colorado to enforce such service is deposited in the mail. Nothing in this Section 20.9 rules. (7) A stenographic record of all arbitration proceedings shall affect the right be made upon request of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVINGthe arbitration, DIRECTLY OR INDIRECTLYthe cost of which shall be shared equally among all parties, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENTand no party shall be entitled to receive a copy of the transcript of proceedings except upon payment of such party's respective pro rata share of such cost. (g8) The arbitrators shall be required to make detailed findings of fact, conclusions of law, and award. (9) The foregoing provisions Except as is herein otherwise expressly provided or may be agreed by all parties to the arbitration, the arbitrators shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (or its successor organization) then in effect. These directions for arbitration shall be interpreted under the laws of Colorado. If at any time it is not apply possible to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereofestablish an arbitration in accordance with the foregoing, arbitration shall nevertheless be conducted in accordance with substitute procedures which shall be governed solely by Article 17 hereof; (c) the misappropriationas nearly as may be practical in accordance with these prescribed procedures, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 and resort may be had to the contrarycourt of general jurisdiction of Weld County, in Colorado to establish the event of any Dispute, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereof, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as the "Escalation Procedure"). The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Section 20.9(h), the provisions of Section 20.9(b) through (f) hereof, inclusive, shall applysame.

Disputes Resolution. (a) Except A. Unless any third party or parties providing financing to TCP shall object thereto not later than upon selection of the arbitration panel as otherwise provided hereinafter provided, all claims, disputes, and other matters in question arising out of or relating to this Agreement, or the breach thereof, shall, in lieu of court action, be submitted to arbitration in Weld County, Colorado before a panel of three (3) arbitrators. This agreement to arbitrate shall be specifically enforceable under the arbitration laws of the State of Colorado. Demand for arbitration must be made within a reasonable time after the claim, dispute, or other matter in question has arisen. In no event shall the arbitration be made after the date when institution of legal or equitable proceedings based on such claims, dispute, or other matter in question would be barred by the applicable statute of limitations. B. The arbitrators shall be appointed in the following dispute resolution procedures manner: (1) The claimant shall give notice in writing to that effect to the respondent and shall in such notice appoint the first arbitrator to the panel. (2) The respondent shall, within ten (10) days by notice in writing to the claimant, appoint a second arbitrator to the panel, and if the respondent shall fail to do so within the ten (10) day period such appointment may (at the request of the claimant) be made by any judge who is willing to so designate an arbitrator and who is at the time serving on the court of general jurisdiction for Weld County. (3) The two arbitrators appointed under subparagraphs (1) and (2), above, shall within ten (10) days appoint the third arbitrator to the panel, and if they shall fail to do so within the ten (10) day period such appointment shall (at the request of either party) be made in like manner as is provided for alternate appointment under subparagraph (2), above. No person shall be used appointed to act as an arbitrator unless such person shall be qualified by the parties to resolve all disputes, differences, controversies and claims under this Agreement a minimum of ten (or any SSA) (i10) the resolution of which expressly requires the application of the procedures set forth in this Section 20.9, (ii) that arise out of the inability of the parties to reach agreement on any matter as to which the parties have expressly agreed to agree years' experience in the futureoperation of or as a consultant to the cogeneration or commercial greenhouse industries, or a minimum of ten (iii10) that arise out years' experience in the private practice of law in a discipline relevant to such industries. No person shall be appointed as an arbitrator if such person is known to the refusal by one party appointing the arbitrator to give its approval have some then existing business or consent professional relationship with the party making the appointment, or some interest or duty which conflicts or may conflict with such person's duty to decide the question under arbitration fairly and objectively. Should any arbitrator(s) be appointed who shall appear, at any time prior to the commencement announcement by the arbitrators of their final award, to have a conflict of interest, the position and views of such arbitrator(s) shall be disregarded by the other(s) and if such disregard would result in the remaining arbitrator(s) being equally divided on the outcome, the remaining arbitrator(s) shall promptly appoint disinterested arbitrator(s) to succeed the interested arbitrator(s) before concluding the arbitration. Any willful attempt by either party to conceal a conflict of interest on the part of an arbitrator appointed by such party shall constitute fraud on the arbitration. C. Notwithstanding any action provisions of law or in order to finalize any action, plan or document, and (iv) that arise out rule of or relate to this Agreement (or the SSAs) or the interpretation or breach thereof (other than those set forth in Section 20.9(g) hereof) (collectively, "Disputes"). Either party may, by written notice arbitration to the contrary: (1) The panel of arbitrators so appointed shall promptly fix a reasonable time and place for receiving submissions or information from the parties concerned or from any other party, refer persons that they think fit and such panel may make such other inquiries and require such other evidence as may be necessary for resolution any Disputesdetermining the matter before them. (b2) Any such Dispute shall be referred to arbitration under If within a period of ninety (90) days after the rules date of the American Arbitration Association, to the extent such rules are not inconsistent with this Section 20.9 The arbitration panel shall consist of three arbitrators, one of whom shall be appointed by each party hereto. The two arbitrators thus appointed shall choose the third arbitrator; provided, however, that if the two arbitrators are unable to agree on the appointment of the third arbitratorsaid panel a decision shall not have been rendered by the panel or a majority thereof, a new panel of arbitrators shall at the request of either arbitrator may petition party be appointed in the American Arbitration Association to make manner aforesaid and the appointmentappointment of the previous panel shall thereupon cease. (c3) Unless otherwise mutually agreed to by The determination of the parties, for any Dispute procedure initiated by Flextronics or any Flextronics Affiliated Company, the place said panel of arbitration arbitrators shall be Rochester, New York, in writing and for any Dispute procedure initiated by Xerox or any Xerox Affiliated Company, the place of arbitration shall be San Jose, California. (d) The decision of the arbitration panel shall be final and binding on all of upon the parties hereto and non-appealableconcerned except in the event of fraud, and the parties hereby waive any right of appeal to any court on the merits of any Dispute resolved pursuant to this Section 20.9. However, the provisions of this Section 20.9 may be enforced in any court having jurisdiction over the award or any of the parties pursuant to Section 20.9(f) hereofagreed mistake, and judgment on upon such determination rendered by the award (including, without limitation, equitable remedies) granted in any Disputes resolution hereunder arbitrators may be entered in any court of competent jurisdiction. In addition to establishment and enforcement of such courtjudgment for damages as may be awarded by the arbitrators, such judgment may establish the basis for entry by such court of an injunction, decree of specific performance, order of foreclosure, or such other legal or equitable remedy as it may appear to said court that the party receiving the award shall be entitled to under the circumstances. (e4) Each party Claimant and respondent shall pay their own expenses in connection with each bear the resolution of Disputes pursuant to this Section 20.9, including attorneys' fees. The fees costs and expenses of the arbitration panel arbitrator appointed by it or on its behalf, and also the costs and expenses of the third arbitrator shall be (A) borne equally paid by Xerox and Flextronics if and either claimant or respondent, or shall be apportioned among parties to the extent that arbitration in such proportions as the panel of arbitrators shall in the circumstances consider proper. (5) Any party to the arbitration panel determines may cause to be joined in the arbitration any third party who is willing to be joined and whose presence in the arbitration may be necessary or desirable for a complete and final resolution of the claim, dispute, or other matter in question. After such joinder, such third parties shall have all rights of any other party to the arbitration, except that such result would be fair and equitable under third parties shall not participate in the circumstances, selection or (B) borne by Xerox and/or Flextronics in inverse proportion to the amount that the arbitration panel's award in favor replacement of Xerox and/or Flextronics bears to the total amount of the items in dispute (for illustration purposes for this Section 20.9(e) only, (X) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $500,000.00 by the arbitration panel, Flextronics and Xerox shall bear the arbitration panel's fees and expenses equally, or (Y) if the total amount of items in dispute by Xerox is $1,000,000.00, and Xerox is awarded $250,000.00 by the arbitration panel, Xerox shall bear 75% and Flextronics shall bear 25% members of the arbitration panel's fees . Refusal by such third parties to be joined shall not impair the effectiveness of the arbitration as between the claimant and expenses)the respondent. (f6) Any judicial proceeding brought pursuant to Section 20.9(d) hereof must be brought in any court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suitarbitration shall be entitled, action or proceeding brought in such a court or that such court is an inconvenient forum and (iii) waives personal service of process and consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified or determined in accordance with Section 20.1 hereofan expedited schedule which shall be determined by the panel upon request by any such party, to obtain discovery through depositions, interrogatories, demands for admissions and requests for production and inspection of documents and reports as provided for in the Colorado Rules of Civil Procedure, and service so made should disputes arise with respect to such discovery procedures the party seeking discovery shall be deemed completed on entitled to apply to the third Business Day after court of general jurisdiction in Weld County, Colorado to enforce such service is deposited in the mail. Nothing in this Section 20.9 rules. (7) A stenographic record of all arbitration proceedings shall affect the right be made upon request of any party hereto to serve process in any other manner permitted by applicable law. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVINGthe arbitration, DIRECTLY OR INDIRECTLYthe cost of which shall be shared equally among all parties, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENTand no party shall be entitled to receive a copy of the transcript of proceedings except upon payment of such party's respective pro rata share of such cost. (g8) The arbitrators shall be required to make detailed findings of fact, conclusions of law, and award. (9) The foregoing provisions Except as is herein otherwise expressly provided or may be agreed by all parties to the arbitration, the arbitrators shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (or its successor organization) then in effect. These directions for arbitration shall be interpreted under the laws of Colorado. If at any time it is not apply possible to Disputes as to: (a) a breach of confidentiality obligations under this Agreement; (b) any claim for indemnification pursuant to Section 17.1(a) or 17.2(a) hereofestablish an arbitration in accordance with the foregoing, arbitration shall nevertheless be conducted in accordance with substitute procedures which shall be governed solely by Article 17 hereof; (c) the misappropriationas nearly as may be practical in accordance with these prescribed procedures, validity or infringement of intellectual property rights; or (d) any Flextronics Event of Default or Xerox Event of Default. (h) Notwithstanding anything contained in this Section 20.9 and resort may be had to the contrarycourt of general jurisdiction of Weld County, in Colorado to establish the event of any Dispute, prior to referring such Dispute to arbitration pursuant to Section 20.9(b) hereof, Xerox and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Dispute promptly by negotiation commencing within ten (10) calendar days of the written notice of such Dispute by either party, including referring such matter to Xxxxxx Xxxxx or Xerox's then-current Senior Vice President of Worldwide Business Services and Xxxxxxx XxXxxxxx or Flextronics' then current President-Americas (such negotiation process contemplated by this subsection (h) being herein referred to as the "Escalation Procedure"). The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Section 20.9(h), the provisions of Section 20.9(b) through (f) hereof, inclusive, shall applysame.