Common use of Governing Law and Dispute Resolution Clause in Contracts

Governing Law and Dispute Resolution. This Agreement and all the rights of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of Florida without reference to the conflict of law principles of any jurisdiction. Any claim or dispute between the parties and/or against any oficer, director, agent, employee, successor, or assign of the other, whether related to this Agreement, any of the Terms and Conditions, or the relationship or rights or obligations contemplated herein, including the validity of this clause, shall be resolved exclusively by binding arbitration by the American Arbitration Association by a sole arbitrator under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, which are deemed to be incorporated herein by reference. The place of arbitration shall be Broward County, Florida. The existence and content of the arbitration proceedings and any rulings or award shall be kept confidential except: (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between Passenger and JetSmarter alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these terms and conditions and without waiving either party's right of appeal, if any portion of this "class action waiver and other restrictions" provision is deemed invalid or unenforceable, then the remaining portions of the arbitration provision shall remain in full force and effect.

Governing Law and Dispute Resolution. This Agreement and all the rights of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of Florida without reference to the conflict of law principles of any jurisdiction. Any claim or dispute between the parties and/or against any oficerofficer, director, agent, employee, successor, or assign of the other, whether related to this Agreement, any of the Terms and Conditions, or the relationship or rights or obligations contemplated herein, including the validity of this clause, shall be resolved exclusively by binding arbitration by the American Arbitration Association by a sole arbitrator under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, which are deemed to be incorporated herein by reference. The place of arbitration shall be Broward County, Florida. The existence and content of the arbitration proceedings and any rulings or award shall be kept confidential except: (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between Passenger and JetSmarter alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these terms and conditions and without waiving either party's right of appeal, if any portion of this "class action waiver and other restrictions" provision is deemed invalid or unenforceable, then the remaining portions of the arbitration provision shall remain in full force and effect.

Governing Law and Dispute Resolution. (a) This Agreement and all the rights performance of the transactions contemplated hereby and the obligations of the parties hereunder shall will be governed by, by and construed and enforced in accordance with the laws of the State of Florida California, without reference giving effect to any choice of law principles. (b) The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be first submitted to JAMS or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the conflict of law principles of any jurisdictionarbitration clause set forth below. Any claim or dispute between Either party may commence mediation by providing to JAMS and the parties and/or against any oficerother party a written request for mediation, director, agent, employee, successor, or assign setting forth the subject of the otherdispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether related to this Agreementoral or written, made in the course of the mediation by any of the Terms parties, their agents, employees, experts and Conditionsattorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this clause (b) may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. (c) Any dispute, claim or controversy arising out of or relating to this Agreement or the relationship breach, termination, enforcement, interpretation or rights or obligations contemplated hereinvalidity thereof, including the validity determination of the scope or applicability of this clauseagreement to arbitrate, which has failed to be resolved during the mediation process above shall be resolved exclusively determined by binding arbitration before a panel of three (3) arbitrators. The arbitration shall be administered by the American Arbitration Association by a sole arbitrator under the Commercial JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (Streamlined Arbitration Rules and Procedures). Unless the Supplementary Procedures for Consumer Related Disputes then in effectparties agree otherwise, which are deemed to be incorporated herein by reference. The the place of arbitration shall be Broward CountyLos Angeles, FloridaCalifornia. The existence and content arbitrators shall not be empowered to award any form of exemplary or punitive damages. As part of any arbitral award pursuant to this paragraph, the arbitrators shall render a reasoned award. The parties consent to judgment on such award being entered in any court having jurisdiction. (d) Each party is required to continue to perform its obligations under this Agreement pending final resolution of any dispute. (e) Should any party hereto institute any arbitration proceedings permitted under this Section 8.7, the prevailing party (as determined by the arbitral panel) shall be entitled to recover costs of the arbitration proceeding and reasonable attorneys’ fees to be fixed by the arbitral panel. (f) Any judicial proceedings and any rulings or award permitted to be brought with respect to this Agreement shall be kept confidential except: (i) brought in any state or federal court of competent jurisdiction in the State of California, and the parties generally and unconditionally accept the exclusive jurisdiction of such courts. The parties waive, to the fullest extent that disclosure permitted by applicable Law, any objection which they may be required of a party to fulfill a legal duty, protect now or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything hereafter have to the contrary, either party may disclose matters relating to the arbitration bringing of any such action or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense proceeding in such arbitration. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between Passenger and JetSmarter alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these terms and conditions and without waiving either party's right of appeal, if any portion of this "class action waiver and other restrictions" provision is deemed invalid or unenforceable, then the remaining portions of the arbitration provision shall remain in full force and effectjurisdiction.

Governing Law and Dispute Resolution. This Agreement and The Parties agree that all of the rights and obligations of the parties hereunder Parties under this Agreement, including the enforcement thereof, shall be governed by, and construed and enforced in accordance with with, the laws of the State of Florida, USA without giving effect to the principles of Florida without reference law relating to the conflict or choice of law principles of any jurisdictionlaws. Any claim The exclusive venue for disputes relating to or dispute between the parties and/or against any oficer, director, agent, employee, successor, or assign of the other, whether related to this Agreement, any of the Terms and Conditions, or the relationship or rights or obligations contemplated herein, including the validity out of this clause, shall be resolved exclusively by binding arbitration by the American Arbitration Association by a sole arbitrator under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, which are deemed to be incorporated herein by reference. The place of arbitration Agreement shall be Broward County, Florida, and Customer hereby waives any jurisdictional venue or inconvenient forum objections thereto. Both parties do hereby mutually agree to waive their right to a jury trial in connection with any dispute or conflict relating to, or out of this Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be decided by final and binding arbitration in administered by the American Arbitration Association (“ AAA ”) in Broward County, Florida, USA under its Commercial Arbitration Rules (“ Commercial Rules ”), and judgment on the award rendered by the Arbitrator may be entered in any court with jurisdiction. The existence arbitration shall be conducted by one (1) neutral and content impartial arbitrator (the “Arbitrator”). The Arbitrator will be appointed by agreement of the arbitration proceedings Parties, but in the event that the Parties fail to agree on the Arbitrator, the AAA shall appoint an Arbitrator with sufficient understanding of the business and any rulings technology issues relevant to resolving the dispute. The Arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. Notwithstanding the foregoing, either Party may seek interim equitable relief (including an injunction or award shall be kept confidential except: (ipreservation of evidence) in a court of law to the extent that disclosure it is necessary to prevent irreparable harm that may be required of a party caused to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with such Party by the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between Passenger and JetSmarter alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these terms and conditions and without waiving either party's right of appeal, if any portion breach of this "class action waiver and other restrictions" provision is deemed invalid or unenforceable, then the remaining portions of the arbitration provision shall remain in full force and effectAgreement.

Governing Law and Dispute Resolution. This Agreement and all the rights of the parties hereunder shall will be governed by, by and construed and enforced in accordance with the laws of the State of Florida California applicable to agreements made and to be performed wholly within that State without reference regard to the conflict its conflicts of law principles of any jurisdictionlaws provisions. Any claim or dispute controversy between the parties and/or against any oficer, director, agent, employee, successor, or assign Parties arising out of the other, whether related to circumstances and relationships contemplated by this Agreement, any of including disputes relating to the Terms and Conditionsvalidity, construction or the relationship or rights or obligations contemplated herein, including the validity interpretation of this clauseAgreement ("Disputes"), shall, upon written notice of CytRx to NantCell or NantCell to CytRx, as applicable, be referred for resolution by final, binding arbitration in accordance with the provisions of this Section 10(f). The arbitration shall be resolved exclusively by binding arbitration conducted by the American Judicial Arbitration Association by a sole arbitrator and Mediation Services, Inc. (or any successor entity thereto) ("JAMS") under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes its rules of arbitration then in effect, which are deemed to be incorporated herein by referenceexcept as modified in this Agreement. The place of arbitration shall be Broward Countyconducted in the English language, Floridaby a single arbitrator. The existence arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator. With respect to any Dispute arising under this Agreement, the Parties and content the arbitrator shall use all reasonable efforts to complete any such arbitration within six (6) months from the issuance of notice of a referral of any such Dispute to arbitration. The arbitrator shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery; provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding the Dispute presented to the arbitrator. Any decision of the arbitrator may be entered in a court of competent jurisdiction for judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitrator shall not be made public without the mutual consent of the Parties and each Party shall maintain the confidentiality of such proceedings and decision unless each Party otherwise agrees in writing; provided that a Party may make such disclosures as are permitted for Confidential Information under Section 7 above. Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in the County of Los Angeles in the State of California. The Parties agree that they shall share equally the cost of the arbitration proceedings filing and any rulings hearing fees, the cost of the independent expert retained by the arbitrator, and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys' and witnesses' fees and associated costs and expenses. Pending the selection of the arbitrator or award shall be kept confidential except: (i) to pending the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between Passenger and JetSmarter alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these terms and conditions and without waiving either party's right of appeal, if any portion of this "class action waiver and other restrictions" provision is deemed invalid or unenforceable, then the remaining portions determination of the arbitration provision shall remain in full force and effectmerits of any Dispute, a Party may seek appropriate interim or provisional relief from any court of competent jurisdiction as necessary to protect the rights or property of that Party.