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

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law, all matters in connection with, relating to, or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is governed by and is to be construed under the laws of the state of Delaware applicable to agreements made and to be performed in that state, without regard to conflict of laws rules of the State of Delaware that would result in the application of the laws of any jurisdiction other than the state of Delaware. To ensure the rapid and economical resolution of disputes that may arise in connection with this Confidentiality Agreement, the parties hereto agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each of the parties hereto waives the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by me or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein shall be confidential and not disclosed to any third parties. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Confidentiality Agreement, to enforce any arbitration award granted pursuant to this Confidentiality Agreement, including, any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law, all All matters in connection with, relating to, or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is Release shall be governed by and is to be construed under in accordance with the internal laws of the state State of Delaware applicable to agreements made and to be performed in that stateDelaware, without regard to conflict the principles of laws rules conflicts of law thereof (to the State of Delaware extent that would result in the application of the laws of any another jurisdiction other than the state of Delawarewould be required thereby). To ensure the rapid and economical resolution of disputes that may arise in connection with this Confidentiality AgreementRelease, the parties hereto Parties agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality AgreementRelease, Executive’s employment with the Company, or the termination of his employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge Executive acknowledges that by agreeing to this arbitration procedure, each of the parties hereto Parties waives the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by me Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I Executive will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto Parties agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein shall be strictly confidential and not disclosed to any third partiesparties (except as maybe necessary to enforce any arbitration award granted pursuant to this Release, including, any award granting equitable or injunctive relief, and to otherwise enforce this Release). The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto Parties consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Confidentiality AgreementRelease, to enforce any arbitration award granted pursuant to this Confidentiality AgreementRelease, including, any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement Release and carry out the intentions of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement Release through arbitration. Nothing in this Confidentiality Agreement Release is intended to prevent either party hereto Party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law12.5.1. This Agreement and all claims, all conflicts, disputes and other matters in connection with, relating to, arising out of or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is related hereto shall be governed by and is to be construed under in accordance with the laws of the state State of Delaware applicable to agreements made and to be performed in that stateIsrael, without regard to conflict the conflicts of laws law principles or rules of such state, to the State of Delaware that extent such principles or rules are not mandatorily applicable by statute and would result in permit or require the application of the laws of another jurisdiction. 12.5.2. Subject to the exclusive arbitration mechanism set forth below, to the extent a court decision is required for any jurisdiction other than the state of Delaware. To ensure the rapid and economical resolution of disputes that may arise in connection with this Confidentiality Agreementreason, the parties Parties hereto agree that irrevocably submit to the exclusive jurisdiction of the competent courts in Israel located in City of Tel-Aviv, over any and all disputes, claims, or causes dispute arising out of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, Transaction. Each Party hereby irrevocably agrees that all claims in respect of such dispute or interpretation of this Confidentiality Agreement, shall proceeding will be resolvedheard and determined in such courts (and the courts hearing appeals from such courts). The Parties hereby irrevocably waive, to the fullest extent permitted by lawApplicable Law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) any objection which they may now or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration)hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum in connection therewith. 12.5.3. I acknowledge In the event that by agreeing to this arbitration procedure, each of any dispute or disagreement arises between the parties hereto waives the right with regard to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under matter concerning this section, whether by me or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff Agreement and/or implementation and/or interpretation thereof (or claimantresulting therefrom) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of (a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim“Dispute”), the reasons for parties to the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein Dispute shall be confidential obligated to refer the Dispute to the decision of an arbitrator, as an exclusive forum, whose decision shall be final and not disclosed to any third partiesbinding. The arbitrator shall be authorized to award all relief that Executive or appointed by the Company would be entitled to seek in a court mutual consent of law. Each party hereto the Parties, and if such consent is not obtained within five (5) Business Days then the arbitrator shall be responsible for its own appointed by the Arbitration Institution of the Israeli Bar Association upon the request of any of the parties (the “Arbitrator”). This Section shall constitute an arbitration agreement between the parties and the rules of the Arbitration Institution of the Israeli Bar Association shall apply, including the availability of appeal before a panel of arbitrators. The Arbitrator shall decide the Dispute within a maximum of sixty (60) days from the commencement date of the arbitration proceedings and shall be bound by the substantive law but shall not be bound by the laws of evidence and by the rules of procedure. The arbitration shall be handled in Israel and in English. The costs and expenses incurred in connection associated with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue arbitration (other than attorney fees which will be borne by each of the Superior Court parties in Dispute) shall be borne equally by the Parties, except that the Arbitrator shall be authorized to hold that the Party whose claim was rejected would bear all or substantial part of the State of California such costs and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Confidentiality Agreement, to enforce any arbitration award granted pursuant to this Confidentiality Agreement, including, any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitrationexpenses.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law18.5.1 THIS AGREEMENT SHALL BE INTERPRETED AND CONTROLLED BY, all matters in connection withCONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, relating toU.S.A., EXCLUDING ITS CHOICE OF LAW PROVISIONS AND ALSO EXCLUDING THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. 18.5.2 Exclusive Jurisdiction With respect to any matter based upon or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance out of this Confidentiality AgreementAgreement or the transactions contemplated hereby that seeks temporary or injunctive relief or specific performance, is governed by each of the parties (a) irrevocably consents to the exclusive jurisdiction and is to be construed under the laws venue of the state of Delaware applicable to agreements made and to be performed in that state, without regard to conflict of laws rules courts of the State of Delaware located in New Castle County, (b) agrees that would result process may be served upon them in the application of any manner authorized by the laws of the State of Delaware for such persons, (c) waives the defense of an inconvenient forum and covenants not to assert or plead any jurisdiction objection which they might otherwise have to such jurisdiction, venue and such process, and (d) agrees that a final judgment in such legal proceeding shall be final, binding and enforceable in any court of competent jurisdiction. Each party agrees not to commence any legal proceedings subject to this Section 18.5.2 except in such courts. 18.5.3 Binding Arbitration Each party irrevocably agrees and acknowledges that, subject only to Section 18.5.2 above, any claim, dispute, controversy or other than the state of Delaware. To ensure the rapid and economical resolution of disputes that may arise in connection with this Confidentiality Agreement, the parties hereto agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claimsmatter based upon, arising from out of or relating to this Agreement or the enforcementtransactions contemplated hereby, including (i) as to the existence, validity, enforceability or interpretation of any such claim, (ii) the performance, breach, performancewaiver or termination of any provision in dispute, (iii) any such claim in tort, or interpretation (iv) any such claim raising questions of law, in each case, whether arising before or after termination of this Confidentiality AgreementAgreement (each a “Disputed Claim”), shall be resolved, as between the parties, exclusively and solely by binding arbitration in accordance with Section 18.5.4. 18.5.4 Any Disputed Claim shall be resolved exclusively and solely by binding arbitration pursuant to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each Commercial Arbitration Rules of the parties hereto waives American Arbitration Association (the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by me or the Company, must be brought “Rules”) and in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated accordance with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shallfollowing: (a) have the authority to compel adequate discovery for the resolution there shall be three (3) arbitrators, one of whom shall be a member of the dispute American College of Trial Lawyers (who shall chair the arbitration panel) and to award such relief as would otherwise one of whom shall be permitted by lawa certified public accountant; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the reliefarbitration shall take place in Wilmington, if any, awarded as to each claim, the reasons for the awardDelaware, and in no other place; (c) the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein shall be confidential and conducted in accordance with the procedural laws of the U.S. Federal Arbitration Act, to the extent not disclosed inconsistent with the Rules or this Section 18.5.4; (d) subject to any third parties. The arbitrator legal privileges, each party shall be authorized to award all relief that Executive or the Company would be entitled to seek conduct discovery in a court accordance with the Federal Rules of law. Each Civil Procedure; (e) at the arbitration hearing, each party hereto shall be responsible for its own costs permitted to make written and oral presentations to the arbitration panel, to present testimony and written evidence and to examine witnesses; (f) the arbitration panel shall have the power to grant temporary or permanent injunctive relief and to order specific performance; (g) the arbitration panel shall have the power to order either party to pay, or to allocate between the parties, the fees and expenses of the arbitrators and of the American Arbitration Association and to order either party to pay all or a portion of the other party’s attorneys’ fees and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California a Disputed Claim and the United States District Court arbitration; and (h) the arbitration panel shall issue a written decision explaining the bases for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Confidentiality Agreement, to enforce any arbitration award granted pursuant to this Confidentiality Agreement, including, any award granting equitable or injunctive relieffinal ruling, and such decision shall be final and binding on the parties hereto, and not subject to otherwise enforce this Confidentiality Agreement appeal, and carry out the intentions enforceable in any court of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitrationcompetent jurisdiction.

Governing Law; Jurisdiction; Arbitration. Except where preempted (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF MEXICO, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT COUNTRY, WITHOUT REGARD TO ANY OF ITS PRINCIPLES OF CONFLICTS OF LAWS OR OTHER LAWS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by federal lawexpedited dispute resolution procedures, all matters the parties agree to submit such disputes, if any, to binding arbitration to be conducted in San Diego, California, in the American Arbitration Association ("AAA") pursuant to the rules and procedures of the AAA. (c) If any such dispute exists, the party claiming such dispute exists shall notify the party against which such dispute is being asserted of the dispute, and if the dispute is not resolved within ten (10) days after such notice is furnished, the notifying party may institute arbitration proceedings pursuant to this Section 12.4(c) (d) Any arbitration conducted pursuant to this Section 12 shall be managed by the AAA and shall be before the panel of three (3) arbitrators chosen from lists of qualified arbitrators submitted by the AAA. (e) The determination of a majority of the arbitrators in the arbitration shall be conclusive and binding on the parties hereto and shall not be subject to appeal or judicial review. The award of the arbitrators may be enforced in any court of competent jurisdiction. (f) Each of the parties unconditionally and irrevocably waives any right to a trial by jury in respect of any such action. (g) The arbitrators shall be entitled to award and apportion the costs and expenses of the parties in connection with, relating to, or arising from this Confidentiality Agreement, with any arbitration (including, without limitation, attorneys' fees and expenses) as the validity, interpretation, construction, and performance of this Confidentiality Agreement, is governed by and is to be construed under the laws of the state of Delaware applicable to agreements made and to be performed in that state, without regard to conflict of laws rules of the State of Delaware that would result in the application of the laws of any jurisdiction other than the state of Delaware. To ensure the rapid and economical resolution of disputes that may arise in connection with this Confidentiality Agreement, the parties hereto agree that any and all disputes, claims, or causes of actionarbitrators, in law or equitytheir discretion, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each of the parties hereto waives the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by me or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entitymay so determine. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein shall be confidential and not disclosed to any third parties. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Confidentiality Agreement, to enforce any arbitration award granted pursuant to this Confidentiality Agreement, including, any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion process of any such arbitrationarbitration shall be borne equally by Xxxxxxxxxx, on the one hand, and Mexco, on the other hand.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law(a) THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, all matters TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, INCLUDING ITS STATUTE OF LIMITATIONS, WITHOUT REFERENCE TO ANY CHOICE OF LAW PROVISION THEREOF THAT WOULD MANDATE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT THAT THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION 3.10 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT, TXXXX 0, XXXXXX XXXXXX CODE. (b) Any dispute, controversy or claim arising out of, relating to or in connection with, relating to, or arising from with this Confidentiality Agreement, including, without limitation, any dispute regarding the validity, interpretation, construction, and performance validity or termination of this Confidentiality Agreement, is governed or the performance or breach hereof, shall be finally settled by and is to be construed under arbitration administered by the laws American Arbitration Association (“AAA”), in accordance with its Commercial Arbitration Rules in effect at the time of the state arbitration. The place of Delaware applicable to agreements made arbitration shall be Fort Worth, Texas and to the proceedings shall be performed conducted in that state, without regard to conflict of laws rules the English language. The arbitration shall be conducted by three arbitrators. Each arbitrator shall be a person with significant experience in the financial services industry or representing persons in the financial services industry. Each of the State parties to the arbitration shall nominate one arbitrator within 15 days after delivery of Delaware a request for arbitration in writing by any of the Parties. In the event that would result any of the parties to the arbitration fail to nominate an arbitrator as and within such time period provided in the application preceding sentence, upon request of either of such parties, such arbitrator shall instead be appointed by the AAA within 15 days of receiving such request. The two arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator within 15 days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator, then, upon request of the laws parties to the arbitration, the third arbitrator shall be appointed by the AAA within 30 days of receiving such request. The third arbitrator shall serve as Chairman of the arbitral tribunal. The arbitrators shall endeavor to render a final award within 90 days of submission of a request for arbitration. Failure to adhere to this time limit shall not be a basis for challenging the award. The award rendered by the arbitrators shall be final and binding on the parties thereto and judgment on such award may be entered in any jurisdiction other than court of competent jurisdiction. All costs and expenses incurred by the state of Delaware. To ensure the rapid and economical resolution of disputes that may arise Parties in connection with this Confidentiality Agreementany arbitration hereunder shall be borne by the Party against whom the arbitrators’ award is rendered, and such Party shall promptly reimburse the Party in whose favor the arbitrators’ award is rendered for any of such costs and expenses incurred by such Party. (c) By agreeing to arbitration, the parties hereto agree that Parties do not intend to deprive any and all disputescourt with jurisdiction of its ability to issue a preliminary injunction, claims, attachment or causes other form of action, provisional remedy in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each aid of the parties hereto waives the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by me or the Company, must be brought in an individual capacityarbitration, and a request for such provisional remedies by a Party to a court shall not be brought as deemed a plaintiff (or claimant) or class member in any purported class or representative proceedingwaiver of this agreement to arbitrate. In addition to the authority conferred upon the arbitrators by the rules specified above, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class arbitrators shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) also have the authority to compel adequate discovery for grant provisional remedies, including injunctive relief. (d) Except as may be required by applicable Law or court order, the resolution of the dispute and Parties agree to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded maintain confidentiality as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence all aspects of such arbitration proceeding, the nature and facts thereof and any award made therein shall be confidential and not disclosed to any third parties. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Confidentiality Agreement, to enforce any arbitration award granted pursuant arising out of, relating to this Confidentiality Agreement, including, any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of Agreement, including any such arbitration’s existence and results, except that nothing herein shall prevent a Party from disclosing information regarding such arbitration for purposes of enforcing the award or this arbitration clause, or in any court proceeding requesting the issuance of provisional remedies in accordance with Section 3.10(c). The Parties further agree to obtain the arbitrators’ agreement to preserve the confidentiality of the arbitration.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law, all matters in connection with, relating to, or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is (a) This Agreement will be governed by and is to be construed under in accordance with the laws of the state State of Delaware applicable to agreements made and to be performed in that stateConnecticut, without regard to conflict its conflicts of laws rules principles. (b) The parties hereto hereby irrevocably: (i) agree that any suit, action or other legal proceeding arising out of this Agreement, or any of the transactions contemplated hereby, may be brought in the courts of record of the State of Delaware that would result Connecticut or the courts of the United States located in the application State of Connecticut; (ii) consent to the laws jurisdiction of each such court in any such suit, action or proceeding; (iii) waive any objection to the laying of venue of any jurisdiction other than such suit, action or proceeding in any of such courts; and (iv) agree that Connecticut is the state most convenient forum for litigation of Delaware. To ensure any such suit, action or proceeding. (c) If any dispute arising under this Agreement is not settled promptly in the rapid and economical resolution ordinary course of disputes that may arise in connection with this Confidentiality Agreementbusiness, the parties hereto agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each of the parties hereto waives the right seek to resolve any such dispute through a trial between them, first, by jury or judge or administrative proceedingnegotiating promptly with each other in good faith. In addition, all claims, disputes, or causes of action under this section, whether by me or If the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff parties are unable to resolve the dispute between them within twenty (20) business days (or claimantsuch period as the parties shall otherwise agree) or class member in through these negotiations, then any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein disputes shall be confidential and not disclosed to any third parties. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel settled by binding arbitration in accordance with this Confidentiality AgreementAgreement and the following procedures: (i) Any arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the "AAA") then in effect. (ii) Either party shall serve upon the other parties a written demand that the dispute be arbitrated, specifying in reasonable detail the nature of the dispute to enforce be submitted to arbitration. (iii) Within thirty (30) days after service of a demand for arbitration, the parties shall attempt to agree upon a single arbitrator. (iv) In the event the parties cannot agree upon a single arbitrator, any party may request the AAA to appoint an arbitrator in accordance with its rules; except that if the parties fail to agree upon an arbitrator from the persons named by the AAA or if for any reason the appointment cannot be made from the lists submitted by the AAA, then the Employee and PriceLine shall each appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be appointed by the AAA. (v) The arbitration proceeding shall be held in Stamford, Connecticut. (vi) The arbitrators shall have no power or authority to add to or detract from the agreements of the parties. (vii) The expenses of arbitration shall be borne equally by the Employee and PriceLine unless the arbitrators determine that one of the parties has not proceeded in good faith with respect to the matters submitted for arbi tration, in which case, such party shall bear fully the expenses of arbitration. (viii) Judgment may be entered on any arbitration award granted pursuant to this Confidentiality Agreement, including, in any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions court of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitrationcompetent jurisdiction.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law, all matters in connection with, relating to, or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is (a) This Agreement will be governed by and is to be construed under in accordance with the laws of the state State of Delaware applicable to agreements made and to be performed in that stateConnecticut, without regard to conflict its conflicts of laws rules principles. (b) The parties hereto hereby irrevocably: (i) agree that any suit, action or other legal proceeding arising out of this Agreement, or any of the transactions contemplated hereby, may be brought in the courts of record of the State of Delaware that would result Connecticut or the courts of the United States located in the application State of Connecticut; (ii) consent to the laws jurisdiction of each such court in any such suit, action or proceeding; (iii) waive any objection to the laying of venue of any jurisdiction other than such suit, action or proceeding in any of such courts; and (iv) agree that Connecticut is the state most convenient forum for litigation of Delaware. To ensure any such suit, action or proceeding. (c) If any dispute arising under this Agreement is not settled promptly in the rapid and economical resolution ordinary course of disputes that may arise in connection with this Confidentiality Agreementbusiness, the parties hereto agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each of the parties hereto waives the right seek to resolve any such dispute through a trial between them, first, by jury or judge or administrative proceedingnegotiating promptly with each other in good faith. In addition, all claims, disputes, or causes of action under this section, whether by me or If the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff parties are unable to resolve the dispute between them within twenty (20) business days (or claimantsuch period as the parties shall otherwise agree) or class member in through these negotiations, then any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein disputes shall be confidential and not disclosed to any third parties. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel settled by binding arbitration in accordance with this Confidentiality AgreementAgreement and the following procedures: (i) Any arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the "AAA") then in effect. (ii) Either party shall serve upon the other parties a written demand that the dispute be arbitrated, specifying in reasonable detail the nature of the dispute to enforce be submitted to arbitration. (iii) Within thirty (30) days after service of a demand for arbitration, the parties shall attempt to agree upon a single arbitrator. (iv) In the event the parties cannot agree upon a single arbitrator, any party may request the AAA to appoint an arbitrator in accordance with its rules; except that if the parties fail to agree upon an arbitrator from the persons named by the AAA or if for any reason the appointment cannot be made from the lists submitted by the AAA, then the Employee, on the one hand, and the Companies and the Stockholder, on the other hand, shall appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be appointed by the AAA. (v) The arbitration proceeding shall be held in Stamford, Connecticut. (vi) The arbitrators shall have no power or authority to add to or detract from the agreements of the parties. The arbitrators shall have no authority to award punitive, exemplary, consequential, special, indirect or incidental damages. (vii) The expenses of arbitration shall be borne equally by the Employee, on the one hand, and the Companies and the Stockholder, on the other hand, unless the arbitrators determine that one of the parties has not proceeded in good faith with respect to the matters submitted for arbitration, in which case, such party shall bear fully the expenses of arbitration. (viii) Judgment may be entered on any arbitration award granted pursuant to this Confidentiality Agreement, including, in any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions court of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitrationcompetent jurisdiction.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law, all matters in connection with, relating to, or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is (a) This Agreement will be governed by and is to be construed under in accordance with the laws of the state State of Delaware applicable to agreements made and to be performed in that stateConnecticut, without regard to conflict its conflicts of laws rules principles. (b) The parties hereto hereby irrevocably: (i) agree that any suit, action or other legal proceeding arising out of this Agreement, or any of the transactions contemplated hereby, may be brought in the courts of record of the State of Delaware that would result Connecticut or the courts of the United States located in the application State of Connecticut; (ii) consent to the laws jurisdiction of each such court in any such suit, action or proceeding; (iii) waive any objection to the laying of venue of any jurisdiction other than such suit, action or proceeding in any of such courts; and (iv) agree that Connecticut is the state most convenient forum for litigation of Delaware. To ensure any such suit, action or proceeding. (c) If any dispute arising under this Agreement is not settled promptly in the rapid and economical resolution ordinary course of disputes that may arise in connection with this Confidentiality Agreementbusiness, the parties hereto agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (Los Angeles office) or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration). I acknowledge that by agreeing to this arbitration procedure, each of the parties hereto waives the right seek to resolve any such dispute through a trial between them, first, by jury or judge or administrative proceedingnegotiating promptly with each other in good faith. In addition, all claims, disputes, or causes of action under this section, whether by me or If the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff parties are unable to resolve the dispute between them within twenty (20) business days (or claimantsuch period as the parties shall otherwise agree) or class member in through these negotiations, then any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein disputes shall be confidential and not disclosed to any third parties. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. Each party hereto shall be responsible for its own costs and expenses incurred in connection with such arbitration. The parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel settled by binding arbitration in accordance with this Confidentiality AgreementAgreement and the following procedures: (i) Any arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the "AAA") then in effect. (ii) Either party shall serve upon the other parties a written demand that the dispute be arbitrated, specifying in reasonable detail the nature of the dispute to enforce be submitted to arbitration. (iii) Within thirty (30) days after service of a demand for arbitration, the parties shall attempt to agree upon a single arbitrator. (iv) In the event the parties cannot agree upon a single arbitrator, any party may request the AAA to appoint an arbitrator in accordance with its rules; except that if the parties fail to agree upon an arbitrator from the persons named by the AAA or if for any reason the appointment cannot be made from the lists submitted by the AAA, then the Employee and PriceLine shall each appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be appointed by the AAA. (v) The arbitration proceeding shall be held in Stamford, Connecticut. (vi) The arbitrators shall have no power or authority to add to or detract from the agreements of the parties. The arbitrators shall have no authority to award punitive, exemplary, consequential, special, indirect or incidental damages. (vii) The expenses of arbitration shall be borne equally by the Employee and PriceLine unless the arbitrators determine that one of the parties has not proceeded in good faith with respect to the matters submitted for arbitration, in which case, such party shall bear fully the expenses of arbitration. (viii) Judgment may be entered on any arbitration award granted pursuant to this Confidentiality Agreement, including, in any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions court of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitrationcompetent jurisdiction.

Governing Law; Jurisdiction; Arbitration. Except where preempted by federal law(a) All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Exhibits and Schedules hereto, and all matters claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, relating to, or arising from this Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement, is governed by and is to be construed under the laws of the state of Delaware applicable to agreements made and to be performed in that state, without regard to conflict of laws rules Laws of the State of Delaware Delaware, without giving effect to any choice of Law or conflict of Law rules or provisions that would result in cause the application of the laws Laws of any jurisdiction other than the state State of Delaware. To ensure . (b) Subject to Section 10.7(a), in the rapid and economical resolution of disputes event that may arise in connection with this Confidentiality Agreementany party hereto is seeking equitable or injunctive relief, either pursuant to Section 10.11 or otherwise, the parties hereto hereby agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited consent to statutory claims, arising from or relating be subject to the enforcement, breach, performance, exclusive jurisdiction of any state or interpretation of this Confidentiality Agreement, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS (federal court sitting in Los Angeles office) County, State of California, and any appellate court thereof, and hereby waive the right to assert the lack of personal or its successorsubject matter jurisdiction or improper venue in connection with any such suit, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration)action or other proceeding. I acknowledge that by agreeing to this arbitration procedureIn furtherance of the foregoing, each of the parties hereto waives the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by me or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. I will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have waives the authority to compel adequate discovery for the resolution defense of the dispute and to award such relief as would otherwise be permitted by law; and inconvenient forum, (b) issue agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court, and (c) agrees that a written statement signed final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. (c) Subject to Section 10.7(a), in the event that any party hereto is seeking solely monetary relief, the parties hereto hereby agree and consent that such dispute shall be determined by arbitration in Los Angeles, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and any judgment resulting from such arbitration may be entered in any court having jurisdiction. Within 15 days after the commencement of arbitration, Xxxxx and the Representative shall mutually agree to one person to act as arbitrator. If Xxxxx and the Representative are unable or fail to agree upon the arbitrator regarding within the disposition of each claim and the relief, if any, awarded as to each claimallotted time, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties hereto agree that the existence of such arbitration proceeding, the nature and facts thereof and any award made therein arbitrator shall be confidential and not disclosed to any third partiesappointed by JAMS in accordance with its rules. The arbitrator shall be authorized serve as a neutral, independent and impartial arbitrator. The arbitrator shall not have any power to award all relief that Executive alter, amend, modify or change any of the Company would be entitled terms of this Agreement nor to seek grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law. Each party hereto The costs of the arbitration, including any JAMS administration fee, and arbitrator’s fee, and costs of the use of facilities during the hearings, shall be responsible for its own borne, in the first instance, one-half by the Buyer, on the one hand, and one-half by the Shareholders, on the other hand; however, such costs and expenses incurred in connection with such arbitration. The will ultimately be allocated between the parties hereto consent and submit to the exclusive personal jurisdiction and venue of the Superior Court of the State of California and the United States District Court for the Central District of California, Western Division, each located in the City of Los Angeles, State of California, to compel arbitration in accordance with the terms of this Confidentiality Agreement, to enforce any arbitration award granted pursuant to this Confidentiality Agreement, including, any award granting equitable or injunctive relief, and to otherwise enforce this Confidentiality Agreement and carry out the intentions of the Parties to resolve all disputes arising under or in connection with this Confidentiality Agreement through arbitration. Nothing in this Confidentiality Agreement is intended to prevent either party hereto from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.