Common use of Governing Law; Arbitration; Jurisdiction Clause in Contracts

Governing Law; Arbitration; Jurisdiction. (a) This Agreement shall in all respects be governed, enforced and construed according to the internal laws of the State of New Jersey without regard to the principles of the conflict of laws thereof. (b) Except for equitable relief as specified in paragraphs 8 and 16(f) hereof, any dispute or controversy, of whatever nature, between the Company and the Consultant involving (1) any breach of this Agreement or (2) any other difference or dispute arising out of, related to, under or having any connection with this Agreement, whether such claims sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved by binding arbitration pursuant to the Federal Arbitration Act in accordance with the Employment Dispute Resolution Rules then in effect with the American Arbitration Association, The arbitration proceeding shall be conducted in West Berlin, New Jersey. This agreement to arbitrate shall be enforceable in either federal or state court. (c) The enforcement of the parties agreement to arbitrate and all procedural aspects of the provisions regarding such arbitration, including but not limited to, the construction and interpretation thereof, the issues subject to arbitration (i.e., arbitrability), the scope of the arbitrable issues, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act and shall be decided by the arbitrators. In deciding the substance of any such claims, the arbitrators shall apply the substantive laws of the State of New Jersey (excluding New Jersey choice-of-law principles that might call for the application of some other state's law). (d) The arbitration may be initiated by any party by providing to the other parties a written notice of arbitration specifying the claims. Within 15 days after the commencement of arbitration, each of the Consultant and the Company shall select one person to act as arbitrator and the two selected arbitrators shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within such ten day period, the third arbitrator shall be selected by the American Arbitration Association promptly after such ten day period. While the third arbitrator shall be neutral, the two party-appointed arbitrators are not required to be neutral and it shall not be grounds for removal of either of the two party-appointed arbitrators or for vacating the arbitrators' award that either of such arbitrators has past or present minimal relationships with the party that appointed such arbitrator. Evident partiality on the part of an arbitrator exists only where the circumstances are such that a reasonable person would have to conclude there in fact existed actual bias and a mere appearance or impression of bias will not constitute evident partiality or otherwise disqualify an arbitrator. (e) The three arbitrators shall by majority vote resolve all disputes between the parties. If the parties agree in writing, there shall be no transcript of the hearing before the arbitrators. The arbitrators' decision shall be in writing. The arbitrators shall assign the reasons for their decision. The arbitrators shall certify in their award that they have faithfully applied the terms and conditions of this paragraph 16. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the parties, e.g., the arbitrators' award shall not be released to the press or published in any of the various arbitration reporters except to the extent such disclosure is required by the Company under Federal securities laws. Judgment upon any award rendered in any such arbitration proceeding may be entered by any federal or state court having jurisdiction. (f) Notwithstanding any provision of this Agreement to the contrary, (i) the provisions of paragraph 8 shall govern any breach or threatened breach of any provision of paragraphs 3 or 6, and (ii) in the event of a breach or threatened breach by the Consultant or the Company of any of the covenants contained in this Contract, the Company and the Consultant shall be entitled to seek equitable relief, including an injunction, in any court of proper jurisdiction to maintain the status quo pending the resolution of the dispute by binding arbitration as provided above. With respect to any such action, the Consultant and the Company hereby irrevocably submit to the exclusive jurisdiction of any Federal or State court sitting in the State of New Jersey, and agree that process in any such action shall be valid and effective for all purposes if served upon the respective party in accordance with the notice provisions of paragraph 13 hereof (h) In any arbitration or equitable proceeding under this Agreement (including, `without limitation, paragraphs 8 and 16 hereof), the losing party shall pay all legal fees, arbitration fees and expenses incurred by the prevailing party in such dispute. Such payments shall be made within five (5) business days after delivery of the prevailing party's written request for payment accompanied with reasonably detailed evidence of fees and expenses incurred by the prevailing party.