Common use of Governing Law; Mediation & Arbitration Clause in Contracts

Governing Law; Mediation & Arbitration. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provisions. If a dispute arises out of or relates to this Agreement, or the breach hereof, and if the dispute cannot be expeditiously settled through negotiation, the Parties agree to first try in good faith, for a period of thirty (30) days after written notice of a request for mediation to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to binding arbitration; provided, however, that failure of the mediation to occur or to be completed in the thirty (30) days following a request for mediation shall not preclude either party from then proceeding with arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator in New York City, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to a payment from the other party of the reasonable attorneys’ fees (excluding any in house attorney fees and expenses) and other reasonable arbitration out of pocket expense of the prevailing party. The decision arrived at by the arbitrator shall be binding upon all the parties to the arbitration and no appeal shall lie therefrom, except as provided by the Federal Arbitration Act. This arbitration procedure is intended to be the exclusive method of resolving any claim or dispute arising out of or related to this Agreement, including the applicability of this Section 9.08, other than disputes arising under Section 2.04. The only exception to this arbitration provision, and the mediation provision included herein, shall be an action by either party seeking preliminary injunctive relief in a court of competent jurisdiction.

Governing Law; Mediation & Arbitration. This Agreement shall be governed by and construed in accordance with the domestic State of Delaware, without giving effect to conflicts of law principles. For any disputes between the Parties relating to Intellectual Property matters as provided herein or that may otherwise arise between the Parties under this Agreement or in the Alliance, the Parties shall have the option to first resort to mediation in accordance with the Commercial Mediation Procedures of the American Arbitration Association (“AAA”). The Parties shall jointly appoint a sole mediator who is a nationally recognized expert in intellectual property matters to adjudicate such disputes. Failing the joint appointment, the mediator shall be chosen by the AAA. Each Party may be represented by counsel at the mediation, but each Party must attend through an officer having authority to agree to a settlement at the mediation. The mediation session shall occur in New York City, New York, and shall extend no longer than a single day. Statements or offers made at the mediation session shall not be admissible in any later arbitration hearing. Each Party shall bear its own expenses and an equal share of the expenses of the mediator and the fees of the AAA. The Parties, their representatives, other participants and the mediator shall hold the existence, content and result of the mediation in confidence. Any disputes arising out of or in connection with this Agreement shall exclusively and finally be settled under the International Chamber of Commerce Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the “ICC”). The arbitral tribunal determining any dispute shall be comprised of three arbitrators. Each Party to a dispute shall designate one arbitrator. If a Party fails to designate an arbitrator within a reasonable period, the ICC shall designate an arbitrator for such Party. The two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) shall designate a third arbitrator. In the event that the two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) are unable to agree upon a third arbitrator within a reasonable period, the third arbitrator shall be selected in accordance with the ICC Rules by the ICC. The language of the arbitration shall be in English, and the place of the arbitration of any dispute shall be Wilmington, Delaware or any other venue as agreed upon by the Parties to *** Confidential Treatment Requested such a dispute. If neither the Parties nor the arbitral tribunal can agree upon procedures, the arbitration shall be conducted in accordance with the ICC’s procedures. The hearings and taking of evidence of any dispute may be conducted at any locations that will, in the judgment of the arbitral tribunal, result in a speedy, efficient and just resolution of such dispute. The Parties to any dispute shall use their reasonable best efforts to cooperate with each other and the arbitral tribunal in order to obtain a resolution as quickly as possible, including by adopting the ICC’s “fast-track” procedure (as provided for in Article 32(1) of the ICC Rules) if appropriate. Notwithstanding any provision of this Agreement to the contrary, this Item D.9 shall be construed to the maximum extent possible to comply with the laws of the State of New York without giving effect Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Item D.9, including the ICC Rules, shall be invalid or unenforceable under the Delaware Arbitration Act or other applicable law, such invalidity shall not invalidate all of this Item D.9. In that case, this Item D.9 shall be construed so as to limit any choice term or conflict provision so as to make it valid or enforceable within the requirements of law provisions. If a dispute arises out of the Delaware Arbitration Act or relates to this Agreementother applicable law, and, in the event such term or the breach hereof, and if the dispute provision cannot be expeditiously settled through negotiationso limited, this Item D.9 shall be construed to omit such invalid or unenforceable provision. Notwithstanding the Parties agree to first try in good faithabove, for a period of thirty (30) days after written notice of a request for mediation to settle the dispute by mediation administered by the American Arbitration Association under each Party acknowledges that its Commercial Mediation Procedures before resorting to binding arbitration; provided, however, that failure breach of the mediation Agreement may cause irreparable damage to occur or the other Party and hereby agrees that without prejudice to be completed in the thirty (30) days following a request for mediation shall not preclude either party from then proceeding with arbitration. Any controversy or claim arising out of or relating to this Agreement, or before mentioned the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator in New York City, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration other Party shall be entitled to a payment from the other party of the reasonable attorneys’ fees (excluding any in house attorney fees and expenses) and other reasonable arbitration out of pocket expense of the prevailing party. The decision arrived at by the arbitrator shall be binding upon all the parties to the arbitration and no appeal shall lie therefrom, except as provided by the Federal Arbitration Act. This arbitration procedure is intended to be the exclusive method of resolving any claim or dispute arising out of or related to this Agreement, including the applicability of this Section 9.08, other than disputes arising under Section 2.04. The only exception to this arbitration provision, and the mediation provision included herein, shall be an action by either party seeking preliminary seek injunctive relief in a court of competent jurisdictionunder this Agreement for such breach.

Governing Law; Mediation & Arbitration. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provisions. If a dispute arises out of or relates to this Agreement, or the breach hereof, and if the dispute cannot be expeditiously settled through negotiation, the Parties parties agree to first try in good faith, for a period of thirty 30 (30thirty) days after written notice of a request for mediation to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to binding arbitration; provided, however, that failure of the mediation to occur or to be completed in the thirty 30 (30thirty) days following a request for mediation shall not preclude either party from then proceeding with arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator in New York City, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to a payment from the other party (or in the case of Buyer, from the Sellers jointly and severally) of the reasonable attorneys’ attorney’s fees (excluding any in in-house attorney fees and expenses) and other reasonable arbitration out out-of pocket expense expenses of the prevailing party. The decision arrived at by the arbitrator shall be binding upon all the parties to the arbitration and no appeal shall lie therefrom, except as provided by the Federal Arbitration Act. This arbitration procedure is intended to be the exclusive method of resolving any claim or dispute arising out of or related to this Agreement, including the applicability of this Section 9.08Section, other than disputes arising under Section 2.042.5. The only exception to this arbitration provision, and the mediation provision included herein, shall be an action by either party seeking preliminary injunctive relief in a court of competent jurisdiction.

Governing Law; Mediation & Arbitration. This Agreement shall be governed by and construed in accordance with the domestic laws Substantive Laws of the State of New York Switzerland, without giving effect to any choice or conflict their conflicts of law provisionsprinciples. If a dispute arises out of For any disputes between the Parties relating to Intellectual Property matters as provided herein or relates to that may otherwise arise between the Parties under this Agreement, Agreement or in the breach hereof, and if the dispute cannot be expeditiously settled through negotiationAlliance, the Parties agree may, in the first instance, without prejudice to first try in good faithany other proceedings, for a period of thirty (30) days after written notice of a request for mediation seek to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to binding arbitration; provided, however, that failure of the mediation to occur or to be completed in the thirty (30) days following a request for mediation shall not preclude either party from then proceeding with arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator in New York City, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to a payment from the other party of the reasonable attorneys’ fees (excluding any in house attorney fees and expenses) and other reasonable arbitration out of pocket expense of the prevailing party. The decision arrived at by the arbitrator shall be binding upon all the parties to the arbitration and no appeal shall lie therefrom, except as provided by the Federal Arbitration Act. This arbitration procedure is intended to be the exclusive method of resolving any claim or dispute arising out of or related in connection with the present contract in accordance with the International Chamber of Commerce (the “ICC”) ADR Rules (the “ICC ADR Rules”). The Parties shall jointly appoint a sole intellectual property mediator who is a nationally recognized expert in intellectual property matters to this Agreementadjudicate such disputes. Failing the joint appointment, the mediator shall be chosen by the ICC. Each Party may be represented by counsel at the mediation, but each Party must attend through an officer having authority to agree to a settlement at the mediation. The mediation session shall occur in Zurich, Switzerland, and shall extend no longer than a single day. Statements or offers made at the mediation session shall not be admissible in any later arbitration hearing. Each Party shall bear its own fees and expenses, including payments to its own chosen experts, and an equal share of the applicability expenses and fees of this Section 9.08the mediator and the ICC. The Parties, their *** Confidential Treatment Requested representatives, other than participants and the mediator shall hold the existence, content and result of the mediation in confidence. Any disputes arising out of or in connection with this Agreement shall exclusively and finally be settled under Section 2.04the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the “ICC”) The arbitral tribunal determining any dispute shall be comprised of three arbitrators. Each Party to a dispute shall designate one arbitrator. If a Party fails to designate an arbitrator within a reasonable period, the ICC shall designate an arbitrator for such Party. The only exception two arbitrators designated by the Parties to this a dispute (or, if applicable, the ICC) shall designate a third arbitrator. In the event that the two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) are unable to agree upon a third arbitrator within a reasonable period, the third arbitrator shall be selected in accordance with the ICC Rules by the ICC. The language of the arbitration provisionshall be in English, and the mediation provision included herein, place of the arbitration of any dispute shall be an action held in Zurich, Switzerland or any other venue as agreed upon by either party seeking preliminary the Parties to such a dispute. If neither the Parties nor the arbitral tribunal can agree upon procedures, the arbitration shall be conducted in accordance with the ICC’s procedures. The hearings and taking of evidence of any dispute may be conducted at any locations that will, in the judgment of the arbitral tribunal, result in a speedy, efficient and just resolution of such dispute. The Parties to any dispute shall use their reasonable best efforts to cooperate with each other and the arbitral tribunal in order to obtain a resolution as quickly as possible, including by adopting the ICC’s “fast-track” procedure (as provided for in Article 32(1) of the ICC Rules) if appropriate. Notwithstanding the above, each Party acknowledges that its breach of the Agreement may cause irreparable damage to the other Party and hereby agrees that without prejudice to the before mentioned the other Party shall be entitled to seek injunctive relief in a court of competent jurisdictionunder this Agreement for such breach.