Exhibit 10.3
[LOGO] XXXXX FARGO BANK MINNESOTA,
XXXXX NATIONAL ASSOCIATION ARBITRATION AGREEMENT
FARGO
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Xxxxx Fargo Bank Minnesota, MedAmicus, Inc.
National Association 00000 Xxxxxxx 00 Xxxx
000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx 00000
Xxxxxxx, Xxxxxxxxx 00000 (the "Customer") and (the "Borrower")
(the "Bank")
July __, 2001
1. AGREEMENT TO ARBITRATE. The Bank and Borrower agree to submit to
binding arbitration by the American Arbitration Association (the "AAA")
of all claims, disputes and controversies (whether in tort, contract,
or otherwise, except "core proceedings" under the U.S. Bankruptcy Code)
arising between themselves and their respective employees, officers,
directors, attorneys and other agents, which relate in any way without
limitation to existing and future loans and extensions of credit or
requests for additional credit, including by way of example but not by
way of limitation the negotiation, collateralization, administration,
repayment, modification, default, termination and enforcement of such
loans or extensions of credit.
2. RULES GOVERNING ARBITRATION. Arbitration under this Agreement will be
governed by the Federal Arbitration Act and proceed in Wayzata,
Minnesota in accordance with AAA Rules.
3. SELECTION OF ARBITRATOR. Arbitration will be conducted before a single
neutral arbitrator selected in accordance with AAA Rules and who shall
be an attorney who has practiced commercial law for at least ten years.
4. STATUTES OF LIMITATION AND PROCEDURAL ISSUES. The arbitrator will
determine whether an issue is arbitratable and will give effect to
applicable statutes of limitation. Judgment upon the arbitrator's award
may be entered in any court having jurisdiction. The arbitrator has the
discretion to decide, upon documents only or with a hearing, any motion
to dismiss for failure to state a claim or any motion for summary
judgment. The institution and maintenance of an action for judicial
relief or for any provisional or ancillary remedy shall not constitute
a waiver of the right of any party, including the plaintiff, to submit
the controversy or claim to arbitration if any other party contests
such action for judicial relief.
5. DISCOVERY. Discovery will be governed by the Minnesota Rules of Civil
Procedure. Discovery must be completed at least 20 days before the
hearing date and within 180 days of the commencement of arbitration.
Each request for an extension and all other discovery disputes will be
determined by the arbitrator upon a showing that the request is
essential for the party's presentation and that no alternative means
for obtaining information are available during the initial discovery
period.
6. EXCEPTIONS TO ARBITRATION. This Agreement does not limit the right of
either party to a) foreclose against real or personal property
collateral; b) exercise self-help remedies such as setoff or
repossession; c) obtain provisional remedies such as replevin,
injunctive relief, attachment or the appointment of a receiver during
the pendency or before or after any arbitration proceeding; or d)
obtain a cognovit judgment, if available. These exceptions do not
constitute a waiver of the right or obligation of either party to
submit any dispute to arbitration, including those arising from the
exercise of these remedies.
7. ARBITRATION COSTS AND FEES. The arbitrator will award costs and
expenses in accordance with the provisions of the documents evidencing
each loan or extension of credit.
XXXXX FARGO BANK MINNESOTA, MEDAMICUS, INC.
NATIONAL ASSOCIATION
BY: /s/ XXXXXX XXXXXXX XXXX BY: /s/ XXXXX X. XXXXXXX
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ITS VICE PRESIDENT ITS CEO
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