Common use of Governing Law and Dispute Resolution Clause in Contracts

Governing Law and Dispute Resolution. This XXXX will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods. All disputes, claims or controversies arising out of or relating to this XXXX that are not resolved by the parties’ good faith attempt to negotiate a resolution will be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in accordance with the provisions of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).

Appears in 2 contracts

Samples: End User License Agreement, End User License Agreement

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Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Abidjan, Ivory Coast; (ii) settled by arbitration in accordance with the Arbitration Rules and Procedures in effect at the time Rules of filing Procedure of the demand Joint Court of Justice and Arbitration (the “Arbitration Court”) of the Organisation for arbitration. The parties will cooperate the Harmonisation of Business Law in Africa (the “OHADA Rules”); and (iii) heard by one arbitrator appointed in accordance with JAMS/Endispute the OHADA Rules and each other in selecting a single arbitrator who will to be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally mutually agreed to by the partiesParties within thirty (30) days of the appointment of the arbitrator, failing which the Arbitration Court shall appoint the arbitrator. The provisions Each Party shall bear one half of this Section the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be enforced joined or combined together, without the prior written consent of RIM. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 2 contracts

Samples: Blackberry Solution License Agreement, Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaSingapore, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules"); and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in Singapore for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 2 contracts

Samples: Blackberry Solution License Agreement, Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the provisions Rules of JAMS/Endispute’s Streamlined Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and Procedures in effect at to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time of filing being in force, which rules are deemed to be incorporated by reference in this clause. Each Party shall bear one half of the demand for arbitrationcosts associated with the arbitration proceedings. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 2 contracts

Samples: Blackberry Solution License Agreement, Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the ICC Rules; and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 2 contracts

Samples: Blackberry Solution License Agreement, Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement shall be governed by and construed exclusively in accordance with the laws Laws of Hong Kong without giving effect to any choice of law rule that would cause the application of the State Laws of Californiaany jurisdiction other than the Laws of Hong Kong to the rights and duties of the parties hereunder. Any dispute, excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods. All disputescontroversy or claim (each, claims or controversies a “Dispute”) arising out of or relating to this XXXX that are not resolved Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the parties’ good faith attempt to negotiate a resolution will be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to Hong Kong International Arbitration Centre (the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted “HKIAC”) in accordance with the provisions of JAMS/Endispute’s Streamlined Hong Kong International Arbitration Centre Administered Arbitration Rules and Procedures (the “HKIAC Rules”) in effect force at the time when the Arbitration Notice is submitted. The seat of filing of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitrationarbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The parties will cooperate chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fail to appoint an arbitrator with JAMS/Endispute and each other in selecting a single arbitrator who will the Selection Period, the relevant appointment shall be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwaremade by the chairman of the HKIAC. The costs of arbitration will arbitral proceedings shall be shared equally by conducted in English. To the parties. The extent that the HKIAC Rules are in conflict with the provisions of this Section 11.4 (Governing Law and Dispute Resolution), including the provisions concerning the appointment of the arbitrators, this Section 11.4 (Governing Law and Dispute Resolution) shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may be enforced by any apply to a court of competent jurisdictionjurisdiction for enforcement of such award. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of Any party to the confidential information provisions hereof. The successful or prevailing party will Dispute shall be entitled to recover its reasonable attorneys’ feesseek preliminary injunctive relief, expert witness fees and other costs of arbitrationif possible, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment constitution of the arbitral tribunal (or pending tribunal. During the course of the arbitral tribunal's determination ’s adjudication of the merits of Dispute, this Agreement shall continue to be performed except with respect to the claim)part in dispute and under adjudication.

Appears in 2 contracts

Samples: Shareholder Agreements, Shareholder Agreements

Governing Law and Dispute Resolution. ‌ 19.1 This XXXX will Agreement and any dispute arising out of, relating to or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of CaliforniaHong Kong. 19.2 Any dispute, excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods. All disputes, claims controversy or controversies claim arising out of or relating in connection with this Agreement including any question regarding its existence, validity or termination or any non-contractual obligation arising out of or in connection with it, shall be referred to this XXXX that are not and finally resolved by arbitration administered by the parties’ good faith attempt to negotiate a resolution will be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Hong Kong International Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted Centre ("HKIAC") in accordance with the provisions of JAMS/Endispute’s Streamlined HKIAC Administered Arbitration Rules and Procedures in effect at force when the time Notice of filing Arbitration is submitted (the "HKIAC Rules"). The Rules are deemed to be incorporated by reference into this Clause 19.‌ 19.3 The arbitration tribunal shall consist of three arbitrators to be appointed in accordance with the Rules. 19.4 The seat of the demand for arbitrationarbitration shall be Hong Kong. The arbitration agreement in this Clause 19 shall be governed by the laws of Hong Kong. 19.5 The language of the arbitration proceedings shall be English. 19.6 Any award of the tribunal shall be made in writing and shall be final and binding on the parties from the day it is made. The parties will cooperate with JAMS/Endispute and each other undertake to carry out the award without delay. 19.7 Nothing in selecting a single arbitrator who will this Clause 19 shall be a former judge construed as preventing any party from seeking conservatory or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by interim relief from any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation . 19.8 During the course of the confidential information provisions hereoftribunal's adjudication of the dispute in question, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication. 19.9 Without affecting any other rights or remedies the Subscriber may have, the Company acknowledges that the Subscriber may be irreparably harmed by any breach by the Company of the terms of this Agreement and that damages alone may not necessarily be an adequate remedy. The successful or prevailing party will Accordingly, the Subscriber may be entitled to recover its reasonable attorneys’ feesthe remedies of injunction, expert witness fees specific performance and other costs equitable relief, or any combination of arbitrationthese remedies, in addition to such other relief to which it may for any actual breach of its terms, and no proof of special damages will be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim)enforce this Agreement.

Appears in 2 contracts

Samples: Share Subscription Agreement, Share Subscription Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the Arbitration Institute of the Central Chamber of Commerce of Finland (the “Finish Rules”); and (iii) heard by one arbitrator appointed in accordance with the Finish Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding New York without regard to its conflict conflicts of laws principles and the U.N. law principles. The United Nations Convention on Contracts for the International Sale of GoodsGoods (CISG) shall not apply. All disputesThe Parties shall use good faith efforts to resolve any dispute, claims controversy or controversies claim arising out of or of, relating to or in connection with this XXXX that are not resolved Agreement or the breach, termination or invalidity thereof (“Dispute”) through friendly consultations among the Parties. If no settlement is reached within twenty (20) calendar days from the date one Party notifies another Party in writing of its intention to submit the Dispute to arbitration in accordance with this clause, then any such Dispute will be finally and exclusively settled by arbitration by the parties’ good faith attempt to negotiate a resolution Hong Kong International Arbitration Center (HKIAC) in accordance with the HKIAC Administered Arbitration Rules as then in effect and as may be amended by this Article Dispute Resolution. The place of arbitration will be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to Hong Kong at the United States Arbitration Act, 9 U.S.C. Sec. 1 et seqHKIAC. The arbitration proceedings will be conducted in accordance with English. The arbitration tribunal (“Tribunal”) will consist of three (3) members. GoerTek and the provisions GoerTek Parent Company will together select one (1) arbitrator, and VTB will select one (1) arbitrator. Each Party-appointed arbitrator shall be appointed within twenty (20) days of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures in effect at the time of filing commencement of the demand for arbitration. The parties presiding arbitrator will be selected by agreement between the arbitrators selected by the Parties or, failing agreement within ten (10) calendar days of the appointment of the arbitrators selected by the Parties, by the Secretary General of the HKIAC. Without limiting the power of the Tribunal to issue any particular type of relief, the Tribunal is specifically empowered to award preliminary and permanent equitable or injunctive relief, specific performance and/or damages. The Tribunal shall award the costs of arbitration (including, without limitation, witness expenses and attorneys’ fees) against the losing party, unless the Tribunal specifically determines that such an award would be unjust. In any arbitration proceeding, each Party will cooperate with JAMS/Endispute the other Parties in making full disclosure of and each providing complete access to all information and documents requested by such other Party which are reasonably likely to be relevant to the contested issues in selecting a single arbitrator who such arbitration proceeding, subject to any confidentiality obligations to third parties binding on such Party, and subject to the attorney-client and related privileges against disclosure. The arbitration award will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarefinal and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. The costs of Any arbitration will be shared equally by the parties. The provisions of this Section award may be enforced by any court having jurisdiction over the Party against which the award has been rendered, or wherever assets of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES that Party are located, and will be enforceable in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES1958) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXor under the Arrangement Concerning Mutual Enforcement of Arbitral Awards Between the Mainland China and the Hong Kong Special Administrative Region, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXXas the case may be. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequatecosts (including, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable without limitation, attorneys’ fees, expert witness fees and other costs ) of arbitration, in addition to enforcing the arbitration award shall be borne by the party resisting such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim)enforcement.

Appears in 1 contract

Samples: Master Purchasing Agreement (Parametric Sound Corp)

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaNew York, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association ("Rules") and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the Ecuadorian American Chamber of Commerce (the “Ecuadorian Rules”); and (iii) heard by one arbitrator appointed in accordance with the Ecuadorian Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in the County of New York, New York for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the claim)event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate Malta Arbitration Centre as at present in force ("Malta Rules"); and (iii) heard by one arbitrator appointed in accordance with JAMS/Endispute the Malta Rules and each other in selecting a single arbitrator who will to be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally mutually agreed to by the partiesParties within thirty (30) days of the appointment of the arbitrator, failing which the Malta Arbitration Center shall appoint the arbitrator. The provisions Each Party shall bear one half of this Section the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be enforced joined or combined together, without the prior written consent of RIM. Judgment upon the award rendered by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The the arbitrator may award equitable relief be entered in those circumstances where monetary damages would be inadequateany Court having jurisdiction thereof. Notwithstanding the foregoing, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. (a) This XXXX will Agreement and all actions contemplated hereby shall be construed and enforced in accordance with, and the rights of the parties shall be governed by and construed in accordance with by, the laws of the State of California, excluding Delaware applicable to contracts made and to be performed entirely within the State of Delaware and without giving effect to its choice or conflict of laws principles and laws, rules or principles. (b) If a dispute should arise with respect to the U.N. Convention on Contracts for terms of this Agreement, the International Sale parties shall have thirty (30) days from the date written notice of Goodsthe dispute is given by one party to another party to resolve the matter through informal negotiation. All disputes, claims or controversies arising out of or relating to this XXXX that are If the matter is not resolved by within those thirty (30) days, and if any party wishes to pursue the parties’ good faith attempt to negotiate a resolution will dispute, the dispute shall be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant under the Commercial Rules of the American Arbitration Association. Arbitration may be initiated by any party making a written demand for arbitration to the United States Arbitration Actother party within a reasonable time from the date the claim, 9 U.S.C. Sec. 1 et seqdispute or controversy arose. The arbitration will be conducted party making such demand shall designate a competent and disinterested arbitrator in accordance with such written demand. Within thirty (30) days of such demand, the provisions other party shall designate a competent and disinterested arbitrator and shall give written notice of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures in effect at such designation to the time of filing of party making the initial demand for arbitration. The Within thirty (30) days after such notices have been given, the two arbitrators so designated shall select a third competent and disinterested arbitrator and give notice of such selection to both parties. If the two arbitrators designated by the parties will cooperate with JAMS/Endispute and each are unable to agree on a third arbitrator within (30) days, then upon request of either party such third arbitrator shall be randomly selected from a list of available arbitrators as provided by the American Arbitration Association. In no event may the arbitration be initiated more than one year after the date one party gave written notice to the other party. Any arbitration proceeding pursuant to this Section 7.3(b) shall be conducted in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarethe City of New York. The costs arbitrators shall have no authority to award any punitive or exemplary damages and may interpret or construe, but shall not vary or ignore, the terms of this Agreement and shall be bound to follow controlling law. Each party shall pay its chosen arbitrator, and shall bear equally the expenses of the third arbitrator and all other expenses of arbitration will are to be shared equally borne by the partiesparty incurring them. The provisions of Any arbitration award made pursuant to this Section may 7.3(b) shall be enforced by nonappealable except as provided in applicable arbitration statutes. (c) Notwithstanding Section 7.3(b) hereof, in connection with any dispute under this Agreement the parties to this Agreement shall be entitled to seek injunctive relief (but not damages) in any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of equity having jurisdiction over the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim)relevant parties.

Appears in 1 contract

Samples: Stockholders Agreement (Blackrock Inc /Ny)

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate Netherlands Arbitration Institute; and (iii) heard by one arbitrator appointed in accordance with JAMS/Endispute the Rules of the Netherlands Arbitration Institute and each other in selecting a single arbitrator who will to be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally mutually agreed to by the partiesParties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The provisions Each Party shall bear one half of this Section the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be enforced joined or combined together, without the prior written consent of RIM. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). Nothing in this Agreement prejudices RIM’s right to request relief in summary proceedings. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by UCCET Arbitration Council (the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES“UCCET Rules”), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).; and

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the General Rules of the Arbitration, Mediation, Conciliation Centre of the Chamber of Commerce, Industry and Agriculture of Dakar (the “Dakar Rules; and (iii) heard by one arbitrator appointed in accordance with the Dakar Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non- conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Commercial Conciliation and Arbitration of the Dubai International Arbitration Centre (the "Dubai Rules") and shall be heard by one arbitrator appointed in accordance with the said Dubai Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the ICC Rules; and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova (the “Arbitration Court”) in accordance with the Regulations of the Arbitration Court (the “Moldovan Rules”); and (iii) heard by one arbitrator appointed in accordance with the Moldovan Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which the President of the Arbitration Court shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the Arbitration Court (the “Arbitration Court”) of the Chamber of Commerce and Industry in Tallinn (the “Estonian Rules”); and (iii) heard by one arbitrator appointed in accordance with the Estonian Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which the Council of the Arbitration Court shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non- conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Procedure of the Court of Slovak Chamber of Commerce and Industry (the “Slovak Rules”); and (iii) heard by one arbitrator appointed in accordance with the Slovak Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the Beirut Chamber of Commerce and Industry (the “Lebanon Rules”); and (iii) heard by one arbitrator appointed in accordance with the Lebanon Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Procedure of the Court of Arbitration attached to the Hungarian Chamber of Commerce and Industry (the “Hungarian Rules”); and (iii) heard by one arbitrator appointed in accordance with the Hungarian Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which the Arbitration Court shall appoint the arbitrator. The parties will cooperate BY ACCEPTING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE AWARE THE AGREEMENT CONTAINS AN ARBITRATION CLAUSE. Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non- conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Commercial Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitrationArbitration Foundation of Southern Africa ("AFSA Rules"); and (iii) heard by one arbitrator appointed in accordance with the AFSA Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of agree that any arbitral award made pursuant to this Section may be enforced by a court order of any court of competent law with jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXEach Party shall bear one half of the costs associated with the arbitration proceedings. No dispute between the Parties, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDINGor involving any person but You, WITHOUT LIMITATIONmay be joined or combined together, PUNITIVE DAMAGES), IN ANY FORUMwithout the prior written consent of RIM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The Judgment upon the award rendered by the arbitrator may award equitable relief be entered in those circumstances where monetary damages would be inadequateany Court having jurisdiction thereof. Notwithstanding the foregoing, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures the foregoing are prohibited by law in effect at Your jurisdiction or if RIM (in its sole discretion) decides that the time of filing of arbitration award might be otherwise unenforceable in Your jurisdiction, the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other arbitration shall be: (i) held in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally Johannesburg, South Africa; (ii) governed by the parties. The provisions of this Section may be enforced by South African Arbitration Act, 1965, or any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).replacement Act;

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaSingapore, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputesIf You are a resident of Sri Lanka or You use the BlackBerry Solution from Sri Lanka then, claims in addition to any other obligations You may have under the applicable law in Your jurisdiction, You expressly agree that the Copyright Act of Canada shall be deemed to apply to You and Your use of the BlackBerry Solution. Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Arbitration Rules Act No. 11 of 1995; and Procedures (iii) heard by one arbitrator appointed in effect at accordance with the time Arbitration Act No. 11 of filing 1995 and to be mutually agreed to by the Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in Singapore for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaSingapore, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Hong Kong and shall be submitted to the Secretariat of the International Court of Arbitration of the International Chamber of Commerce (the "ICC") in Hong Kong; (ii) settled by arbitration in accordance with the Rules of Arbitration of the ICC (the "ICC Rules"); and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate language of the arbitration shall be English. Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation and without prejudice to the rights of the confidential information provisions hereof. The successful or prevailing party will be entitled Parties to recover its reasonable attorneys’ feessubmit the matter to arbitration in accordance with this Agreement, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in Singapore for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the UCCET Arbitration Council (the “UCCET Rules”); and (iii) heard by one arbitrator appointed in accordance with the UCCET Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will be governed by and construed in accordance with THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF ENGLAND AND WALES, EXCLUDING ANY BODY OF LAW GOVERNING CONFLICTS OF LAW. The Parties agree that the laws of the State of California, excluding its conflict of laws principles and the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant first to the United States Arbitration Act, 9 U.S.C. Sec. 1 et sequpper management level of the Parties. The arbitration will Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, SUCH DISAGREEMENT OR DISPUTE SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION to be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Procedure of the Danish Insititute of Arbitration (the “Danish Rules”); and (iii) heard by one arbitrator appointed in accordance with the Danish Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. 14.1 This XXXX will Licence shall be governed by and construed in accordance with English law and the parties irrevocably agree that any dispute arising out of or in connection with this Licence will be subject to and within the jurisdiction of the English courts, provided that if a dispute arises in relation to the validity, infringement or effect of any intellectual property right in connection with this Licence , such dispute shall be decided in accordance with and governed by the laws of the State United States. 14.2 Prior to the filing of California, excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods. All disputes, claims or controversies any suit with respect to any dispute arising out of under or relating to this XXXX that are not resolved by Licence (other than a suit seeking injunctive relief with respect to the parties’ infringement of intellectual property rights or breach of the confidentiality provisions hereof), the aggrieved party will request in writing senior management involvement of the Publisher, the Institution and JCS Online Resources Ltd in the negotiation of an amicable resolution. The parties will use their best efforts in good faith attempt to negotiate arrange personal meetings and/or telephone conferences as needed and mutually convenient to the management personnel involved within the fifteen (15) day period following the request for dispute resolution negotiations (the “Negotiation Period”), and no lawsuit will be commenced with respect to the dispute during such Negotiation Period. 14.3 If a resolution is not achieved within the Negotiation Period then the parties will be submitted to final and resolve such dispute through binding arbitration before JAMS/Endisputea single, or its successorneutral arbitrator. No later than fifteen (15) days following the end of such Negotiation Period either party will have the right to demand arbitration of the dispute by serving the other party with a Notice of Intention to arbitrate specifying, in Orange Countyreasonable detail, Californiathe claims asserted and the facts upon which they are based. The parties will select a neutral arbitrator, USAor, pursuant if unable to mutually select a neutral arbitrator within fifteen (15) days following service of the Notice of Intention, the party serving such Notice will request, with a copy to the United States Arbitration Actother party, 9 U.S.C. Sec. 1 et seqthe Center for Dispute Resolution England to assist in the selection of the neutral arbitrator. The parties agree that the arbitration hearing will be conducted held in London, England in accordance with the provisions of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. Act 1996. 14.4 The parties will cooperate with JAMS/Endispute reasonably in exchanging information and materials sufficient to apprise each other fully with regard to their contentions in selecting a single the arbitration proceeding. The arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. accommodate joint proposals by the parties on any issue pertaining to the arbitration. 14.5 The costs of arbitration will be shared equally apportioned by the arbitrator in its award in such manner as the arbitrator deems just taking into account the circumstances of the case, the conduct of the parties during the proceeding, and the result of the arbitration. Any costs of arbitration that must be paid prior to the arbitrator’s award will be borne, in the first instance, equally between the parties, without prejudice to the arbitrator’s final apportionment. The provisions Judgment on any award of this Section the arbitrator may be enforced by entered in any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).

Appears in 1 contract

Samples: Artstor License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement shall be governed in all respects by the Laws of Hong Kong, without reference to any conflicts of Law provisions. (i) Any Dispute shall be resolved through consultation between the parties thereto. Such consultation shall begin immediately after one party to the Dispute has delivered to the other party to the Dispute a Request for Consultation. If the Dispute cannot be resolved within thirty (30) days following the date on which the Request for Consultation is delivered, any party to such Dispute may apply for the Dispute to be settled by arbitration. (ii) The Dispute shall be submitted to the HKIAC and construed resolved in accordance with the laws Arbitration Rules of HKIAC in force at the relevant time and as may be amended by the rest of this Section 12(b). The place of arbitration shall be Hong Kong. The official language of the State of California, excluding its conflict of laws principles arbitration shall be English and the U.N. Convention on Contracts tribunal shall consist of one arbitrator to be appointed by HKIAC. The sole arbitrator appointed by HKIAC shall have experience in handling cross-border financing disputes. In the course of arbitration, all the parties shall continue to implement the terms of this Agreement and the other Transaction Documents, except for those matters subject to arbitration. The award of the International Sale of Goods. All disputes, claims or controversies arising out of or relating to this XXXX that are not resolved by the parties’ good faith attempt to negotiate a resolution will arbitration tribunal shall be submitted to final and binding arbitration before JAMS/Endisputeupon the disputing parties from the day it is made, or its successor, in Orange County, California, USA, pursuant and any party to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in accordance with the provisions of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting award may apply to a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES jurisdiction for enforcement of such award. (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEESiii) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the above, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled parties hereby consent to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitrationagree that, in addition to such other relief any recourse to which it may be entitled. Neither party has the right to act arbitration as a class representative or participate as a member of a class of claimants with respect to set out above, any claim. Either party may, without waiving any remedy to the extent permitted under the AgreementLaws of the jurisdiction in question where application is made, seek an interim injunction from any a court of or other authority with competent jurisdiction any interim and, notwithstanding that this Agreement is governed by the Laws of Hong Kong, a court or provisional authority hearing an application for injunctive relief that such party deems necessary to protect its confidential information and property rights, pending may apply the establishment procedural Law of the arbitral tribunal (jurisdiction where the court or pending other authority is located in determining whether to grant the arbitral tribunal's determination injunction. For the avoidance of doubt, this Section 12(b)(iii) is only applicable to the merits seeking of interim injunctions and does not restrict the claim)application of Section 12(b)(ii) in any way.

Appears in 1 contract

Samples: Participation Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.)

Governing Law and Dispute Resolution. This XXXX will The Terms shall be governed by and construed interpreted in accordance with the laws of the State of California, excluding its Delaware without regard to conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goodslaw principles. All disputes, claims and actions, at law or controversies arising out in equity, in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, use of the Platform or relating to this XXXX that are not resolved in connection with any Digital Assets, Incentives, or Merchandise (collectively, “Disputes”) shall be settled by binding arbitration administered by the parties’ good faith attempt to negotiate a resolution will American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be submitted to final and binding arbitration before JAMS/Endispute, or its successor, entered in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seqany court having jurisdiction thereof. The arbitration will be conducted shall take place in Wilmington, Delaware before a single neutral arbitrator appointed in accordance with the provisions of JAMS/Endispute’s Streamlined Arbitration AAA Rules and Procedures shall be conducted in effect at the time English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity. You have the right to opt-out and not be bound by these arbitration and waiver of filing class action provisions by sending written notice of your decision to opt-out to xxxxxxx@xxxxxx.xxx within thirty (30) days of your earliest use or access of the demand for arbitrationPlatform. The parties will cooperate with JAMS/Endispute Subject to the above arbitration provisions, you and Ipsity agree that all Disputes shall be settled in the federal or state courts located in Wilmington, Delaware, and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions. Notwithstanding anything to the contrary, Ipsity and where applicable Community Hosts, also may seek injunctive or other equitable relief for breach of these Terms in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdictionjurisdiction wherever located. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXXYou consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable attorneys’ fees, expert witness legal fees and costs and expenses from the other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim)party.

Appears in 1 contract

Samples: Terms of Use

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaNew York, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Ontario, Canada in accordance with the provisions Commercial Rules of JAMS/Endispute’s Streamlined the American Arbitration Association ("Rules") and shall be heard by one arbitrator appointed in accordance with the said Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in the County of New York, New York for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the claim)event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Lisbon, Portugal; (ii) settled by arbitration in accordance with the Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation Commercial Arbitration Centre of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees Lisbon Association of Commerce – Portuguese Chamber of Commerce and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has Industry (the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim“Lisbon Rules”).; and

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the ICC Rules; and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. Each Party shall bear one half of the costs associated with the arbitration proceedings. Notwithstanding the foregoing, if you have entered into this Agreement acting as a consumer, disagreements and disputes arising out of or in effect connection with this Agreement may also be brought before the local Norwegian court of law at the time place where You are domiciled. No dispute between the Parties, or involving any person but You, may be joined or combined together, without the prior written consent of filing of RIM. Judgment upon the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Software License Agreement

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Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Arbitration of the Mauritius Chamber of Commerce (the “Mauritius Rules”); and (iii) heard by one arbitrator appointed in accordance with the Mauritius Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the ICC Rules; and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Commercial Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate Arbitration Foundation of Southern Africa (the “AFSA Rules”); and (iii) heard by one arbitrator appointed in accordance with JAMS/Endispute the AFSA Rules and each other in selecting a single arbitrator who will to be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally mutually agreed to by the partiesParties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The provisions Each Party shall bear one half of this Section the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be enforced joined or combined together, without the prior written consent of RIM. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will If You reside in Canada and the Software or Product is invoice, shipped or delivered to You in any format in Canada, this Agreement is to be governed by and construed in accordance with under the laws of the Province of Ontario. Otherwise, this Agreement is to be construed under the laws of the State of CaliforniaNew York, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Ontario, Canada in accordance with the provisions of JAMS/Endispute’s Streamlined Arbitration Commercial Rules and Procedures in effect at the time of filing of the demand for arbitrationAmerican Arbitration Association. The parties will cooperate Each of the Parties shall appoint one arbitrator, and the two arbitrators shall jointly appoint a third arbitrator. Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the parties, or involving any person but You, may be a former judge jointed or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs combined together, without the prior written consent of arbitration will be shared equally E=mz2 Inc. Judgment upon the award rendered by the parties. The provisions of this Section three arbitrators may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party E=mz2 Inc. has the right to act as institute legal or equitable proceedings in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim law for claims or provisional relief that such party deems necessary disputes regarding: (i) amounts owed by You to protect its confidential information and property rights, pending the establishment E=mz2 Inc. in connection with Your purchase of the arbitral tribunal (Products or pending the arbitral tribunal's determination any portion thereof or license of the merits Software , if applicable; and (ii) Your violation or threatened violation of Sections 4, 5, 7, 8, or 9 of this Agreement. The Parties specifically agree that, in the claim)event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial.

Appears in 1 contract

Samples: End User / Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction or if RIM (at its sole discretion) decides that the arbitration award might be otherwise unenforceable in Your jurisdiction, the arbitration shall be: (i) held in Johannesburg, South Africa; (ii) governed by the South African Arbitration Act, 1965, or any replacement Act; settled by arbitration in accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa ("AFSA"); and Procedures (iii) heard by one arbitrator who shall be an attorney or advocate on the panel of arbitrators of AFSA and shall be mutually agreed to by the Parties within thirty (30) days of either Party calling in effect at writing for such an agreement, failing which the arbitrator shall be an attorney or advocate nominated by the Secretariat of AFSA for the time of filing being. Each Party shall bear one half of the demand for arbitrationcosts associated with the arbitration proceedings. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaSingapore, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules"); and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which the President of the Law Society of New South Wales shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non- conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in Singapore for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs Israeli Chamber of arbitration will be shared equally by Commerce (the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES“Israeli Rules”), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).; and

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the National and International Arbitration Chamber of Milan (the “Milan Rules”); and (iii) heard by one arbitrator appointed in accordance with the Milan Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will If You reside in Canada (except in the Province of Québec) and the Software is shipped or delivered to You in any format in Canada (except in the Province of Québec), this Agreement is to be construed under the laws of the Province of Ontario. Otherwise, this Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaNew York, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them. If You reside in Canada (except in the Province of Québec) and the Software is shipped or delivered to You in any format in Canada (except in the Province of Québec), and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Ontario, Canada in accordance with the rules of arbitration of the Arbitration Act, 1991 (Ontario) (the "Ontario Rules") and shall be heard by one arbitrator appointed in accordance with the Ontario Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Ontario Rules; and (iii) heard by one arbitrator appointed in accordance with the Ontario Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation appointment of the confidential information provisions hereofarbitrator, failing which a neutral third party shall appoint the arbitrator. The successful If You reside in the United States and the Software is shipped or prevailing party will be entitled delivered to recover its reasonable attorneys’ feesYou in any format in the United States, expert witness fees and other costs of arbitration, in addition if the Parties are unable to resolve such other relief to which it may be entitled. Neither party has the right to act as a class representative disagreement or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).dispute within thirty

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other Malta Arbitration Centre as in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by force from time to time (the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES“Malta Rules”), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).; and

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. IF YOU ARE A CONSUMER AS USED IN THE FRENCH CONSUMER CODE, THEN THE APPLICATION OF FOREIGN LAW IN CONTRACTS MAY NOT APPLY TO YOU. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the ICC Rules; and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement. IF YOU ARE A CONSUMER AS USED IN THE FRENCH CONSUMER CODE, THEN ANY DEROGATION FROM JURISDICTION AND DISPUTE RESOLUTION PROCEDURES IN CONTRACTS WITH CONSUMERS UNDER FRENCH LAW MAY NOT APPLY TO YOU.

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the Permanent Court of Arbitration attached to the Economic Chamber of Macedonia (the “Macedonia Rules”); and (iii) heard by one arbitrator appointed in accordance with the Macedonia Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation Commercial Arbitration Centre of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees Lisbon Association of Commerce – Portuguese Chamber of Commerce and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has Industry (the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim“Lisbon Rules”).; and

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with theRules of Court of Arbitration Rules and Procedures in effect at the time Polish Chamber of filing Commerce in Warsaw; and (iii) heard by one arbitrator appointed in accordance with the Rules of Court of Arbitration at the Polish Chamber of Commerce in Warsaw and to be mutually agreed to by the Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting the arbitration proceedings. If you are a single arbitrator who will Consumer, the dispute shall be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally settled by the partiesapplicable court for Consumers. The provisions of this Section No dispute between the Parties, or involving any person but You, may be enforced joined or combined together, without the prior written consent of RIM. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Commercial Conciliation and Arbitration of the Dubai International Arbitration Centre (the “Dubai Rules”); and (iii) heard by one arbitrator appointed in accordance with the Dubai Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate If the provisions of the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with JAMS/Endispute the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules"); and each other (iii) heard by one arbitrator appointed in selecting a single arbitrator who will accordance with the said ICC Rules and to be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally mutually agreed to by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).Parties within thirty

Appears in 1 contract

Samples: Software License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Arbitration Rules made under the Arbitration and Procedures Conciliation Act, Cap 19, Laws of Federation on Nigeria, 1990 (the “Nigerian Rules”); and (iii) heard by one arbitrator appointed in effect at accordance with the time of filing Nigerian Rules and to be mutually agreed to by the Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined Arbitration the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the Kenya Chapter of the Chartered Institute of Arbitrators (the “Kenyan Rules”); and (iii) heard by one arbitrator appointed in accordance with the Kenyan Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaNew York, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association ("Rules") and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules"); and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionCourt having jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled, "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Security" (Section 10), "Confidentiality and No Reverse Engineering" (Section 11) and "Effect of Termination" (Section 14). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent, submit and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in the County of New York, New York for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the claim)event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Arbitration Rules and Procedures Conciliation Act of Uganda ; and (iii) heard by one arbitrator appointed in effect at accordance with the time Arbitration and Conciliation Act of filing Uganda and to be mutually agreed to by the Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 11), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

Governing Law and Dispute Resolution. (a) This XXXX will Agreement shall be governed by by, and construed in accordance with with, the laws of Hong Kong. (b) All disputes among the State of California, excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods. All disputes, claims or controversies Parties arising out of or relating to this XXXX that are not Agreement shall be resolved by friendly discussion between the parties’ good faith attempt executives of the Seller Parent and the executives of the Purchaser Parent. If the executives of the Seller Parent and the executives of the Purchaser Parent fail to negotiate resolve any such dispute within thirty (30) days after the commencement of friendly negotiation relating to such dispute (which negotiation shall be deemed to commence on the date a resolution will written notice to that effect is delivered by the Seller Parent to the Purchaser Parent or visa-versa), such dispute shall be submitted to the Hong Kong International Arbitration Centre (the “Centre”) under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted (the “Notice of Arbitration”) (it being agreed that with respect to any Notice of Arbitration submitted by any Party with respect to a dispute as to whether an indemnification or reimbursement obligation has arisen under this Agreement, the receipt of which is limited to a time frame set out in the Agreement, than, for the purpose of determining amount of time that has elapsed from Closing, the time that has elapsed from the date on which the Notice of Arbitration was submitted and until the proceedings initiated in accordance with such Notice of Arbitration were completed, shall not be counted). The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English and Chinese. The arbitral award shall be final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant upon the Parties. (c) The Notice of Arbitration shall instruct the Centre to appoint the United States arbitrators within seven (7) days of receipt of the Notice of Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted and shall request that the Centre instructs the arbitrators to resolve any such disputes in accordance with the terms of this Agreement and the provisions below. Within fourteen (14) days of JAMS/Endispute’s Streamlined Arbitration Rules and Procedures in effect at the time of filing receipt of the demand for arbitrationNotice of Arbitration, the other party shall deliver to the arbitrators a written statement specifying any objections to the Notice of Arbitration in reasonable detail (an “Objections Statement”). The parties will cooperate with JAMS/Endispute and each If the other party does not deliver an Objections Statement within such fourteen (14)-day period, then the arbitral award shall be granted in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXX, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation favor of the confidential information provisions hereofparty submitting the Notice of Arbitration. The successful or prevailing If the other party will be entitled delivers an Objections Statement within such fourteen (14)-day period, the arbitrators shall proceed to recover its reasonable attorneys’ fees, expert witness fees and other costs render the arbitral award within thirty (30) days after receipt of the Objections Statement. If the arbitrators request a hearing of the parties during the arbitration, in addition to such other relief to which it may the hearings shall be entitled. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment scheduled within fourteen (14) days of the arbitral tribunal (or pending the arbitral tribunal's determination delivery of the merits Objections Statement; provided that the final arbitral award shall still be rendered within thirty (30) days after receipt of the claim)Objections Statement.

Appears in 1 contract

Samples: Equity Interest Transfer Agreement (Adama Agricultural Solutions Ltd.)

Governing Law and Dispute Resolution. This XXXX will Agreement is to be governed by and construed in accordance with under the laws of the State of CaliforniaEngland and Wales, excluding its conflict any body of laws principles and law governing conflicts of law. The Parties agree that the U.N. United Nations Convention on Contracts for the International Sale of GoodsGoods is hereby excluded in its entirety from application to this Agreement. All disputes, claims Any disagreement or controversies dispute arising out of or relating to this XXXX that Agreement, or the breach thereof, which the Parties are not resolved by the parties’ unable to resolve after good faith attempt to negotiate a resolution will negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules") and shall be heard by one arbitrator appointed in accordance with the said ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which the arbitrator shall be nominated by the President of the British Computer Society (or by a person duly appointed by the President to act on his or her behalf) on the application of either Party for the time being in force, which rules are deemed to be incorporated by reference in this clause. If the provisions of JAMS/Endispute’s Streamlined the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of the International Commercial Arbitration Court of the Chamber of Commerce and Industry (the “Ukrainian Rules”); and (iii) heard by one arbitrator appointed in accordance with the Ukrainian Rules and Procedures in effect at to be mutually agreed to by the time of filing Parties within thirty (30) days of the demand for arbitrationappointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The parties will cooperate Each Party shall bear one half of the costs associated with JAMS/Endispute and each other in selecting a single arbitrator who will the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be a former judge joined or justice with substantial experiences in resolving business disputes with experience in resolving disputes involving computer softwarecombined together, without the prior written consent of RIM. The costs of arbitration will be shared equally Judgment upon the award rendered by the parties. The provisions of this Section arbitrator may be enforced by entered in any court of competent jurisdictionhaving jurisdiction thereof. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS XXXXNotwithstanding the foregoing, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS XXXX AND FOLLOW THE TERMS OF THIS XXXX. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled. Neither party RIM has the right to act as institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a class representative or participate as a member of a class of claimants with respect to any claim. Either party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction law for claims or disputes regarding: (i) amounts owed by You to RIM in connection with Your acquisition of Your BlackBerry Solution or any interim portion thereof, if applicable; and (ii) Your violation or provisional relief that such party deems necessary to protect its confidential information and property rights, pending the establishment threatened violation of the arbitral tribunal Sections of this Agreement entitled "Rules of Use for Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Intellectual Property" (Section 12), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 12), "Security" (Section 13), "Confidentiality and No Reverse Engineering" (Section 15), and "Effect of Termination" (Section 18). You irrevocably waive any objection on the grounds of venue, forum non-conveniens or pending any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the arbitral tribunal's determination jurisdiction of the merits courts located in England for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of the claim)law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

Appears in 1 contract

Samples: Blackberry Solution License Agreement

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