Common use of Mediation/Arbitration Clause in Contracts

Mediation/Arbitration. a. In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto.

Mediation/Arbitration. a. In (i) The Company and the event Executive shall mediate any claim or controversy arising out of or relating to this Agreement or any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give breach thereof if either of them requests mediation and gives written notice of the dispute to the other (the "Mediation Notice"). Any notice given pursuant to the preceding sentence shall include a brief statement of the claim or controversy. If the Company and the Executive do not resolve the claim or controversy within five (5) days after the date of the Mediation Notice, the Company and the Executive shall then use reasonable efforts to agree upon an independent mediator. If the Company and the Executive do not agree upon an independent mediator within ten (10) days after the date of the Mediation Notice, either party may request that JAMS/Endispute ("JAMS"), or a similar mediation service of a similar national scope if JAMS no longer then exists, appoint an independent mediator. The Company and both parties will attempt to settle the Executive shall share the costs of mediation equally and shall pay such costs in advance upon the request of the mediator or any party. Within ten (10) days after selection of the mediator, the mediator shall set the mediation. If the Company and the Executive do not resolve the dispute during the within thirty (30) day period following such notice. If such dispute remains unsettleddays after the date of the Mediation Notice, the parties agree dispute shall be decided by arbitration as set forth below. (ii) Any claim or controversy arising out of or relating to then submit this Agreement or any breach thereof shall be settled by arbitration if such dispute claim or controversy is not settled pursuant to mediationmediation as set forth above. If The venue for any such arbitration shall be Dallas, Texas, or such other location as the parties cannot agree may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 13(h)(ii) shall be undertaken in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") then in force. Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on a mediator, each will select a mediator and the two chosen mediators will select a third mediator AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration chosen in accordance with the rules of the American Arbitration AssociationAAA. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety Within twenty (9020) days of the expiration conclusion of the sixty (60) day period previously specified for mediationarbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. If Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties canhereto agree that the arbitrator shall not agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennesseeempowered to award punitive damages against any party to such arbitration. The parties hereto arbitrator shall equally share require the costs of mediation (including non-prevailing party to pay the mediator’s arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and costs directly related expenses will be borne equally by the parties thereto. In the event action is brought to enforce the conduct provisions of this Agreement pursuant to this Section 13(h)(ii), the non-prevailing parties shall be required to pay the reasonable attorneys' fees and expenses of the mediationprevailing parties, but excluding each except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration pay its own attorneys' fees and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party heretoexpenses.

Mediation/Arbitration. a. In (a) Except as set forth in Section 14.4 (Preliminary Injunctions) and/or Section 14.5 (Patent Disputes), or unless otherwise set forth herein, any Dispute that is not resolved pursuant to Section 14.2 (Resolution by Executive Officers) shall be submitted to the event International Institute for Conflict Prevention & Resolution (“CPR”) for mediation, and if the matter is not resolved through mediation, then it shall be submitted to CPR for exclusive, final and binding arbitration pursuant to this Section 14.3. (b) Any such mediation or arbitration shall be conducted in New York, New York, United States of America, unless otherwise agreed to by the Parties in writing. Each and any dispute under arbitration shall be administered by CPR pursuant to its Arbitration Rules and Procedures (the “Rules”), as such Rules may be amended from time to time, or modified by this AgreementSection 14.3 or by agreement of the Parties. At any applicable hearing, the parties hereto desire Parties may present testimony (either by live witness or deposition) and documentary evidence and have the right to avoid litigationbe represented by counsel. Accordingly, the aggrieved party The U.S. Federal Rules of Evidence will give notice of the dispute apply to the other party any and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be all matters submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety under this Agreement. (90c) Within ten (10) days after receipt of an arbitration notice from a Party, the expiration of the sixty (60) day period previously specified for mediationParties shall attempt in good faith to agree on a single neutral arbitrator with relevant industry experience to conduct such arbitration. If the parties canParties do not agree on a single arbitratorneutral arbitrator within ten (10) days after receipt of an arbitration notice, each will Party shall select an arbitrator, one (1) arbitrator and the two chosen (2) Party-selected arbitrators will shall select a third arbitrator who shall alone decide with relevant industry experience to constitute a panel of three (3) arbitrators to conduct the disputearbitration in accordance with the Rules. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share In the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct event that only one of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereofParties selects an arbitrator, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party arbitrator shall be entitled to select act as the sole arbitrator in its sole discretionto resolve the Dispute or any and all unresolved issues subject to such arbitration. Each party further agrees thatand every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an opinion within thirty (30) days after the final hearing before the panel. (d) The decision or award of the arbitrator(s) shall be final, binding, and incontestable and may be used as a basis for judgment thereon in such eventany jurisdiction. The arbitrator(s) shall, such arbitrator upon the request of any Party, issue a written opinion of the findings of fact and conclusions of law and shall deliver a copy to each of the Parties. Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator(s) and the arbitration proceedings; provided, however, that the arbitrator(s) may exercise discretion to award costs, including attorney’s fees, to the prevailing Party. Without limiting any other remedies that may be available under Applicable Laws, the arbitrator(s) shall have the right no authority to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party heretoaward provisional remedies of any nature whatsoever, or special, indirect, incidental, punitive, consequential, or any other similar form of damages (including damages resulting from loss of use, loss of profits, interruption or loss of business, or other economic loss).

Mediation/Arbitration. a. In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto. Notwithstanding anything to the contrary, (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Mediation/Arbitration. a. In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit thensubmit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto.

Mediation/Arbitration. a. (a) In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. The costs of mediation (including the mediator's fees and expenses and costs directly related to the conduct of the mediation, but excluding each party's direct costs for transportation, attorneys, etc., for which each will be responsible) will be shared equally by the parties. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of JAMS/ENDispute by a panel of three (3) arbitrators; provided if the American Arbitration Associationclaim is $100,000 or less, the arbitration panel shall consist of one (1) arbitrator. Unless otherwise directed by the arbitratorarbitration panel, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in KnoxvilleGreenville, Tennessee. The parties hereto shall equally share the costs of mediation South Carolina. (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). b) If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately resorts to arbitration to remedy a breach of this Agreement, the prevailing party in the arbitration, in addition to any other remedies available under this Agreement or by law, may collect all or a portion of its reasonable attorney fees and other costs and expenses of arbitration, including fees, expenses and compensation paid to JAMS and the arbitrators at the discretion of the arbitration panel, who shall consider both the reasonableness of the attorney fees and other costs and the relative merits of each party's position. It is the intent of all parties hereto to avoid arbitration without preventing a party from seeking redress for a valid dispute. To that end, all parties express their intent and agreement that unreasonable attorney fees and costs not be awarded, and that all or a portion of reasonable attorney fees and costs be awarded when in the arbitration panel's opinion is the prevailing party. Further, it is all parties intent that any party seeking redress through litigation despite the fact that arbitration is required by this Agreement, shall not be entitled to recover any attorney fees or costs for such other party litigation or in any subsequent arbitration, regardless of the outcome of such litigation or subsequent arbitration. (c) Notwithstanding anything contained herein to the contrary, Buyer shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right pursue all legal and equitable remedies available to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party heretoit without regard to this Section 9.17 for any violation or threatened violation of Section 5.2 hereof.

Mediation/Arbitration. a. In the event (a) The parties agree to settle any dispute, disagreement, claim, or any other cause of action of any dispute kind or nature, including without limit those sounding in contract, tort, under any statute of any country, state, local or other jurisdiction, related to, under, or otherwise in connection with this Agreement, the in accordance with this Section 22. The parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute (the “Dispute Notice”) to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such noticenotice (the “Direct Negotiation Period”). If such dispute remains unsettled, or if the parties do not meet within the Direct Negotiation Period, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following the expiration of the thirty (30) day periodDirect Negotiation Period. If such mediation fails to resolve the dispute, or if a party fails to name a mediator within thirty (30) calendar days after the expiration of the Direct Negotiation Period, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute; provided that if the parties cannot agree on a single arbitrator and either party fails to select an arbitrator within thirty (30) days after a party requests arbitration, the arbitrator shall be named by the American Arbitration Association upon the request of either party. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- non-participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto.

Mediation/Arbitration. a. In the event of any dispute under this AgreementWarranty, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that ) will be shared equally by the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party heretoparties.

Mediation/Arbitration. a. In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in KnoxvilleSt. Augustine, TennesseeFlorida. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- non-participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto.

Mediation/Arbitration. a. In the event of any Except for a dispute under this AgreementSection 8 which shall be subject to the provisions of Section 9, neither party shall institute an arbitration proceeding hereunder, before that party has sought to resolve the dispute through direct negotiation with the other party. If the dispute is not resolved within three weeks after a demand for direct negotiation, the parties hereto desire shall attempt to avoid litigation. Accordingly, the aggrieved party will give notice of resolve the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to through nonbinding mediation. If the parties cando not promptly agree on a mediator, each will select then either party may notify the CPR Institute for Dispute Resolution, 366 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx initiate selection of a mediator from the CPR Panel of Neutrals. The fees and expenses of the mediator shall be paid one-half each by each party. If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect and the two chosen mediators will select aggrieved party may then seek relief through arbitration, which shall be binding, before a third mediator who shall alone hear single arbitrator pursuant to the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association (the "Association"). The place of arbitration shall be Detroit, Michigan. Arbitration may be commenced at any time by any party hereto after giving written notice in the manner described in Section 13 of this Employment Agreement. The arbitrator shall be selected by the joint agreement of each party, but if they do not so agree within twenty (20) days after the date of the notice referred to above, the selection shall be made pursuant to the rules from the panels of the arbitrators maintained by such Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded The arbitrator shall render his decision within ninety one hundred eighty (90180) days of appointment. Any award rendered by the expiration arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the sixty (60) day period previously specified arbitrator giving the reasons for mediationthe award. If This provision for arbitration shall be specifically enforceable by the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs decision of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision accordance herewith shall be final and binding and there shall be no right of appeal therefrom. Judgment upon each the award rendered by the arbitrator in accordance herewith shall be final and binding and there shall be no right of appeal therefrom. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The costs and expenses of arbitration, including attorneys' fees and expenses of the arbitrator shall be paid entirely by the nonprevailing party heretoand in addition the nonprevailing party shall reimburse the other party for the fees and expenses of mediation incurred by such party, unless the arbitrator determines that the costs, expenses and attorneys' fees should be apportioned between the parties, then as the arbitrator may assess. The arbitrator shall not be permitted to award punitive or similar type damages under any circumstances. As set forth in the first phrase of the first sentence of this section 10, this arbitration provision shall constitute the sole and exclusive remedy for any dispute under this Employment Agreement.

Mediation/Arbitration. a. In i. If a dispute arises from or relates to this Agreement or the event of any dispute under this Agreementbreach thereof, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of and if the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettledcannot be settled through direct discussions, the parties agree to then submit such endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to mediationarbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. ii. Within 15 days after the commencement of arbitration, each Party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties cannot are unable or fail to agree on a mediator, each will select a mediator and upon the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the disputearbitrator, the parties agree such dispute will third arbitrator shall be submitted to final and binding arbitration in accordance with the rules of selected by the American Arbitration Association. iii. Unless otherwise directed by The place of arbitration shall be Houston, Texas. iv. Time is of the arbitrator, such essence for any arbitration must be concluded under this agreement and arbitration hearings shall take place within ninety (90) 90 days of the expiration filing and awards rendered within 120 days. Arbitrators shall agree to these limits prior to accepting appointment. v. The arbitrators shall not award consequential damages in any arbitration initiated under this section. The award of the sixty (60) day period previously specified for mediationarbitrators shall be accompanied by a reasoned opinion. vi. If Except as may be required by law, neither a Party nor an arbitrator may disclose the parties cannot agree on a single arbitratorexistence, each will select an arbitratorcontent, and or results of any arbitration hereunder without the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennesseeprior written consent of both parties. vii. The parties hereto shall equally Parties agree that failure or refusal of a Party to pay its required share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs deposits for transportation, attorneys, etc., for which each will be responsible)arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witness. If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in In such event, such arbitrator the other Party shall have be required to present evidence and legal argument as the right to decide arbitrators may require for the dispute as if making of an award. Such waiver shall not allow for a default judgment against the non- participating party were participating non-paying Party in the arbitration and that such decision shall be final and binding upon each party heretoabsence of evidence presented as provided for above.

Mediation/Arbitration. a. In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit thensubmit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto. Notwithstanding anything to the contrary, (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).