Governing Law; Venue; Arbitration. This Agreement is entered into and is to be performed in material part in the State of Minnesota and accordingly will be construed under the substantive laws of the State of Minnesota. (Louisiana residents may choose Louisiana law.) Rules governing conflict of laws for all states do not apply. Except as set forth in the Policies or this Agreement, any claims or actions arising out of this Agreement will be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and all arbitration hearings will be held in St. Cloud, Minnesota. (Louisiana residents may arbitrate in New Orleans, Louisiana.) The party that prevails at arbitration will be entitled to reimbursement by the other party of its costs and expenses incurred in the arbitration, including, without limitation, the prevailing party’s reasonable attorneys’ fees. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any CM IP or Confidential Information. CM may seek any applicable remedy in any applicable forum with respect to these disputes. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Agreement. The arbitrator shall not have the power to aware special, incidental, indirect, punitive or exemplary, or consequential damages of any kind or nature, however caused. Any modification of this arbitration provision shall not apply retroactively to any dispute which arose or which CM had notice of before the date of modification.
Appears in 4 contracts
Samples: Advisor Agreement, Advisor Agreement, Advisor Agreement
