Common use of Alternative Dispute Resolution Clause in Contracts

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The If any Dispute arises between the parties, such Dispute shall be presented to the respective presidents or senior executives of Cardinal Health and Xencor for their consideration and resolution for a period of up to thirty (30) days. If such parties will attempt to settle any claim for non-payment cannot reach a resolution of charges or recovery of overpayment of charges for the Services Dispute within such period, then at either party’s request (hereinafter a "Billing Dispute"the “Requesting Party”), through good faith negotiations. The parties may agree to submit a Billing such Dispute to non-shall be resolved by binding mediation. At any time, alternative dispute resolution in accordance with the party seeking payment may submit a notice then existing commercial arbitration rules of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Resolution, to the extent such rules do not conflict. The Arbitration will be held in New York▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York▇▇▇ ▇▇▇▇, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit▇▇ ▇▇▇▇▇, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof; provided, however, that no Dispute concerning the validity or infringement of any Intellectual Property of either party shall be subject to the provisions of this Section 14.9. All participants Any such arbitration shall be conducted before a panel of three neutral and experienced arbitrators, one chosen by Cardinal Health, one chosen by Xencor and the third chosen by the foregoing two arbitrators. The parties shall be entitled to conduct reasonable discovery, within limitations to be established by the arbitrators. Arbitration shall be conducted in the jurisdiction of the non-Requesting Party. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory damages. Except to the extent necessary to confirm an award or as may be required by law, neither a party nor any arbitrator shall hold may disclose the existence, content and content; or results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardwithout the prior written consent of both parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable Ohio statute of limitations. Each party shall bear its own expenses attorneys’ fees, costs and equally disbursements arising out of the arbitration, and shall pay an equal share expenses related of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and/or the, fees and costs of the arbitrators. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing provisions of this Section 14.9, each party acknowledges and agrees that, due to the compensation unique and valuable nature of the arbitrator. The arbitrator's award other party’s Intellectual Property and Confidential Information, there can be no adequate remedy at law for any breach by such party of the provisions of this Agreement, that any such breach may result in irreparable harm to the other party for which monetary damages would he inadequate to compensate such party and that the other party shall be have the right, in writing and shall state addition to any other rights available under applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of such party under such provisions without the reasons for the awardnecessity of posting any bond or security.

Alternative Dispute Resolution. The parties Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")be settled by final, through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Federal Arbitration Act, 9 U.S.C. Section and 1 et seq., in accordance with the Non-Administered American Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Association Commercial Arbitration Rules. Nothing herein will, to the extent such rules do not conflict. The Arbitration will be held in New Yorkhowever, New York, prohibit a Party from seeking temporary or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary preliminary injunctive relief may be submitted to in a court of competent jurisdiction if jurisdiction. In any arbitration, the arbitrator has not yet been appointednumber of arbitrators will be three. If all three Parties to this Agreement are parties to the arbitration, but each of the arbitrator three Parties shall have the authority right to modify any injunctive relief granted by such appoint one arbitrator. If only two Parties to this Agreement are parties to the arbitration, each of the Parties shall have the right to appoint one arbitrator, who will together appoint a courtthird neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitration arbitrators will be entitled to award shall monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be made final within eight months awarded. Except as otherwise expressly provided in this Section 7.9, each Party will bear the expenses of filing its own counsel and will jointly bear the expenses of the notice arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and judgment upon expenses, incurred by the award may be entered prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary proceedings to enforce a final settlement agreement Party's compliance with this Section 7.9, such proceedings will be brought only in the federal or state courts located in the State of Colorado, which will have exclusive jurisdiction to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the compensation of jurisdiction thereof. If the arbitrator. The arbitrator's award shall court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be in writing and shall state reimbursed by the reasons for non-complying Party to the awardrequesting Party.

Alternative Dispute Resolution. The a. Except for CinemaStar's right to seek immediate injunctive and equitable relief in accordance with the provisions of Paragraphs 8, 9, and 11 of this Agreement, the parties will attempt agree that all disputes, claims and other matters in controversy arising out of or relating to settle this Agreement, or the performance or breach thereof, shall be submitted to binding arbitration in accordance with the provisions and procedures of this Paragraph 13. This arbitration requirement shall include, without limitation, the agreement by Employee to submit to arbitration any claim for non-payment and all claims arising out of charges any alleged discrimination or recovery of overpayment of charges for harassment, including, but not limited to, those covered by the Services California Fair Employment and Housing Act, the 1961 Civil Rights Act, 42 U.S.C. Section 2000e (hereinafter a "Billing DisputeTitle VII"), through good faith negotiationsthe Age Discrimination in Employment Act, and the Americans With Disabilities Act. b. The arbitration provided for in this paragraph shall take place in Los Angeles County, California, in accordance with the provisions of Title 9, Sections 1280 ETSEQ. of the California Code of Civil Procedure, except as provided to the contrary hereunder. The parties may agree to submit arbitration shall be held before and decided by a Billing Dispute to non-binding mediationsingle neutral arbitrator. At any time, The single neutral arbitrator shall be selected in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Labor Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")American Arbitration Association, to the extent such rules do not conflict. The Arbitration will be held in New Yorkas amended and effective on January 1, New York1996, or any other location selected by mutual agreement of a process mutually agreed upon by the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery If no agreement can be reached as to the production of documents directly relevant to process for selecting the facts alleged in arbitrator or if the notices of arbitration and defense. If depositions are requiredagreed method fails, the arbitrator shall permit each Party to conduct an equal number be appointed in accordance with the provisions of depositions (not to exceed five per side), with equal limits on California Code of Civil Procedure Section 1281. c. The parties shall mutually agree upon the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing date and location of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existencearbitration, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related subject to the compensation availability of the arbitrator. If no agreement can be reached as to the date and location of the arbitration, the arbitrator shall appoint a time and place in accordance with the provisions of California Code of Civil Procedure Section 1282.2(a)(1), except that the arbitrator shall give not less than 30 days notice of the hearing unless the parties mutually agree to shorten time for notice. d. The arbitrator's award parties shall be entitled to undertake discovery in writing and shall state the reasons for arbitration in accordance with the awardprovisions of subsections (a) through (d) of California Code of Civil Procedure Section 1283.

Alternative Dispute Resolution. The If any Dispute arises between the parties, such Dispute shall be presented to the respective presidents or senior executives of Catalent and Xencor for their consideration and resolution for a period of up to […***…]. If such parties will attempt to settle any claim for non-payment cannot reach a resolution of charges or recovery of overpayment of charges for the Services Dispute within such period, then at either party’s request (hereinafter a "Billing Dispute"the “Requesting Party”), through good faith negotiations. The parties may agree to submit a Billing such Dispute to non-shall be resolved by binding mediation. At any time, alternative dispute resolution in accordance with the party seeking payment may submit a notice then existing commercial arbitration rules of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Resolution, to the extent such rules do not conflict. The Arbitration will be held in New York▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York▇▇▇ ▇▇▇▇, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit▇▇ ▇▇▇▇▇, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof; provided, however, that no Dispute concerning the validity or infringement of any intellectual property of either party shall be subject to the provisions of this Section 12.9. All participants Any such arbitration shall be conducted before a panel of three neutral and experienced arbitrators, one chosen by Catalent, one chosen by Xencor and the third chosen by the foregoing two arbitrators. The parties shall be entitled to conduct reasonable discovery, within limitations to be established by the arbitrators. Arbitration shall be conducted in the jurisdiction of the non-Requesting Party. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory damages. Except to the extent necessary to confirm an award or as may be required by law, neither a party nor any arbitrator shall hold may disclose the existence, content and content, or results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardwithout the prior written consent of both parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable statute of limitations. Each party shall bear its own expenses attorneys’ fees, costs and equally disbursements arising out of the arbitration, and shall pay an equal share expenses related of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and/or the fees and costs of the arbitrators. Each party shall fully perform and satisfy any monetary component of the arbitration award within […***…] of the service of the award. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing provisions of this Section 12.9, each party acknowledges and agrees that, due to the compensation unique and valuable nature of the arbitrator. The arbitrator's award other party’s intellectual property and Confidential Information, there can be no adequate remedy at law for any breach by such party of the provisions of this Agreement, that any such breach may result in irreparable harm to the other party for which monetary damages would be inadequate to compensate such party and that the other party shall be have the right, in writing and shall state addition to any other rights available under applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of such party under such provisions, without the reasons for the awardnecessity of posting any bond or security.

Alternative Dispute Resolution. The parties will Parties shall attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")by direct negotiation, through in good faith negotiations. The parties may agree to submit a Billing Dispute resolve promptly any dispute arising out of or relating to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The If the matter cannot be resolved in the normal course of business either Party shall give the other Party written notice of any such dispute not resolved at which time the dispute shall be referred to the senior management of the respective Parties who shall likewise attempt to resolve the dispute. If the dispute has not been resolved by negotiation as detailed above, or if the Parties fail to meet, within 20 business days from such notice, either party may submit the dispute to arbitration to the International Institute for Conflict Prevention & Resolution (“CPR”) for resolution in accordance with the CPR Arbitration Rules and Commentary. A single, impartial arbitrator mutually acceptable to the Parties shall conduct the arbitration. In the event the Parties cannot agree on an arbitrator within 10 business days after the end of the aforesaid 20 business days, either Party may not limit, expand or otherwise modify have an arbitrator appointed by the terms of this AgreementCPR. The location of the arbitration shall be in the State of New Jersey, USA, unless the Parties agree otherwise. As a condition of appointment of the arbitrator, said arbitrator shall strictly limit discovery agree to use her/his reasonable best efforts to conclude the production of documents directly relevant to the facts alleged in the notices of arbitration and defenseproceeding within 30 business days. If depositions are required, the Said arbitrator shall permit each Party further have the authority to conduct an equal number limit the volume of depositions (not evidence and documents to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted by the Parties. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator. This Section shall, however, not be construed to a limit or to preclude either Party from bringing any action in any court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any for injunctive or other provisional relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardappropriate. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitratorINFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. The arbitrator's award shall be in writing and shall state the reasons for the awardTHE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Alternative Dispute Resolution. The parties Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")be settled by final, through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and Federal Arbitration Act, 9 U.S.C. ss. 1 et seq., in accordance with the Non-Administered American Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Association Commercial Arbitration Rules. Nothing herein will, to the extent such rules do not conflict. The Arbitration will be held in New Yorkhowever, New York, prohibit a party from seeking temporary or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary preliminary injunctive relief may be submitted to in a court of competent jurisdiction jurisdiction. In any arbitration, the number of arbitrators will be three, the Qwest Parties, on the one hand, and the Buyer Parties, on the other hand, each having the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded (including Publisher Liquidated Damages and Service Area Default Liquidated Damages, but otherwise excluding consequential, punitive or other special damages). Except as otherwise expressly provided in this Section 5.2, each party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrator arbitrators determine that either (i) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party, or (ii) the prevailing party has had to resort to arbitration with respect to a substantially similar claim (whether or not yet been appointed, but with respect to the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered same Service Area) more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary proceedings to enforce a final settlement agreement party's compliance with this Section 5.2, such proceedings will be brought only in the federal or state courts located in the State and County of New York, which will have exclusive jurisdiction to enforce an arbitration award. Each resolve any disputes with respect to this Agreement, with each party shall bear its own expenses and equally share expenses related irrevocably consenting to the compensation of jurisdiction thereof. If the arbitrator. The arbitrator's award shall court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the party requesting such compliance, will be in writing and shall state reimbursed by the reasons for non-complying party to the awardrequesting party.

Alternative Dispute Resolution. The Any and all disputes, complaints, controversies, claims and grievances arising under, out of, in connection with, or in any manner related to this Agreement or the relationship of parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for hereunder shall be settled by binding arbitration in accordance with the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Commercial Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictAmerican Arbitration Association. The Arbitration will obligation to arbitrate shall extend to any affiliate, subsidiary, officer, employee, shareholder, principal, agent, trustee in bankruptcy or guarantor of a party making or defending any claim hereunder. Any decision and award of the arbitrator shall be held final, binding and conclusive upon all of the parties hereto and said decision and award may be entered as a final judgment in New Yorkany court of competent jurisdiction. Notwithstanding said Rules, New Yorkany arbitration hearing to take place hereunder shall be conducted in Evansville, Indiana, before one (1) arbitrator who shall be an attorney who has substantial experience in commercial law issues. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Indiana (not including the choice of law rules thereof). However, neither party shall institute an arbitration, or any other location selected proceeding to resolve such disputes between the parties before that party has sought to resolve disputes through direct negotiation with the other party. If disputes are not resolved within three (3) weeks after a demand for direct negotiation, the parties shall attempt to resolve disputes through mediation conducted in Evansville, Indiana. If the parties do not agree on a mediator within ten (10) days, either party may request the American Arbitration Association to appoint a mediator who shall be an attorney who has substantial experience in commercial law issues. If the mediator is unable to facilitate a settlement of disputes within forty-five (45) days, the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through arbitration as provided above. The fees and expenses of the mediator shall be split and paid equally by mutual agreement each of the parties. The arbitrator shall not have In the power to award event of any damages in excess arbitration between the parties hereto involving this Agreement or the respective rights of the limits set forth parties hereunder, the party who does not prevail in such arbitration shall pay all the prevailing party’s reasonable attorneys’ and experts' fees, costs and expenses incurred by the prevailing party in resolving said matter. As used herein the term ‘prevailing party’ shall include, but not be limited to, a party who obtains legal counsel or excluded under brings a claim against the limitations other by reason of liability the other’s breach or default and obtains substantially the relief sought whether by compromise, settlement, or judgment. Each party hereby consents to a single, consolidated arbitration proceeding of multiple claims, or claims involving two (2) or more parties. Notwithstanding anything in this arbitration provision to the contrary, Seller may apply to any court of competent jurisdiction for injunctive relief or other interim measures as provided for elsewhere in this Agreement. The arbitrator may Any such application to a court shall not limit, expand be deemed incompatible or otherwise modify the terms a waiver of this Agreementprovision. The arbitrator shall strictly limit discovery be required to the production make written findings of documents directly relevant fact and conclusions of law to the facts alleged in the notices of arbitration and defensesupport its award. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief Except as may be submitted to required by law, neither a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award party nor an arbitrator(s) may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold disclose the existence, content and content, or results of mediation and any arbitration in confidencehereunder without the prior written consent of both parties. By execution of this Agreement, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related the parties consent to the compensation jurisdiction of the arbitrator. The arbitrator's award shall be in writing American Arbitration Association and shall state the reasons for the awardwaive any objection which either party may have to any proceeding so commenced based upon improper venue or forum non conveniens.

Alternative Dispute Resolution. The parties Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")be settled by final, through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and Federal Arbitration Act, 9 U.S.C. ss.. 1 et seq., in accordance with the Non-Administered American Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Association Commercial Arbitration Rules. Nothing herein will, to the extent such rules do not conflict. The Arbitration will be held in New Yorkhowever, New York, prohibit a party from seeking temporary or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary preliminary injunctive relief may be submitted to in a court of competent jurisdiction jurisdiction. In any arbitration, the number of arbitrators will be three, the Qwest Parties, on the one hand, and the Buyer Parties, on the other hand, each having the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded (including Publisher Liquidated Damages and Service Area Default Liquidated Damages, but otherwise excluding consequential, punitive or other special damages). Except as otherwise expressly provided in this Section 5.2, each party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrator arbitrators determine that either (i) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party, or (ii) the prevailing party has had to resort to arbitration with respect to a substantially similar claim (whether or not yet been appointed, but with respect to the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered same Service Area) more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary proceedings to enforce a final settlement agreement party's compliance with this Section 5.2, such proceedings will be brought only in the federal or state courts located in the State and County of New York, which will have exclusive jurisdiction to enforce an arbitration award. Each resolve any disputes with respect to this Agreement, with each party shall bear its own expenses and equally share expenses related irrevocably consenting to the compensation of jurisdiction thereof. If the arbitrator. The arbitrator's award shall court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the party requesting such compliance, will be in writing and shall state reimbursed by the reasons for non-complying party to the awardrequesting party.

Alternative Dispute Resolution. The parties will attempt Any and all disputes arising under or related to settle this Order or under any claim for non-payment of charges or recovery of overpayment of charges for Purchase Order shall be resolved, to the Services (hereinafter a "Billing Dispute")maximum possible extent, through good faith negotiationsnegotiation between the Parties at the working level. The parties may agree If, after attempting to submit resolve a Billing Dispute to non-binding mediation. At any timedispute at the working level for fifteen (15) days, the party seeking payment may submit a notice Parties still cannot come to agreement, the issue shall be presented to senior executives of each of the Parties, who also will work in good faith to resolve the dispute. If the dispute cannot be settled through direct discussions, the Parties further agree that any unresolved controversy or claim arising out of or relating to this Order, or breach thereof, shall be settled by arbitration of a Billing Dispute for arbitration under administered by the United States American Arbitration Act pursuant to the terms of this Section and the Non-Administered Association in accordance with its Commercial Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3award rendered by the arbitrator(s) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof. All participants The place of arbitration shall be Fort Worth, Tarrant County, Texas. The arbitration shall be governed by the laws of the State of Texas. The arbitrators shall have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any Party other than the direction to pay a monetary amount. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a Party nor an arbitrator shall hold may disclose the existence, content and content, or results of mediation and any arbitration hereunder without the prior written consent of both Parties. Notwithstanding any language to the contrary in confidencethe contract documents, except as necessary the Parties hereby agree that the Underlying Award may be appealed pursuant to enforce a final settlement agreement or to enforce an arbitration awardthe American Arbitration Association’s Optional Appellate Arbitration Rules. Each party Party shall bear its own costs and expenses and equally an equal share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing arbitrators and shall state the reasons for the awardadministrative fees of arbitration.

Alternative Dispute Resolution. The parties will attempt (a) In the event there is a dispute between the Parties relating to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration matter which is expressly permitted under the United States Arbitration Act pursuant to the terms of this Agreement to be resolved pursuant to the Alternative Dispute Resolution Procedures described in this Section 19.12(a), either Party may send a notice to the other Party setting forth in reasonable detail the matters in dispute (a “Dispute Notice”). If the dispute is not resolved within five (5) Business Days after the date of the giving of a Dispute Notice, then the Authority Representative and the Non-Administered Arbitration Rules StadCo Representative shall meet at a mutually agreeable time and place within ten (10) Business Days after the date of the CPR Institute for giving of a Dispute Resolution Notice in order to endeavor, in good faith, to resolve such dispute. In the event that they are unable to resolve the dispute within twenty ("CPR"20) Business Days from the giving of a Dispute Notice with respect to such dispute, then either Party may submit the dispute to arbitration in accordance with Section 19.12(b) through (d) below. (b) If the dispute cannot be resolved between the Parties pursuant to Section 19.12(a), to the extent such rules do not conflict. The Arbitration will dispute shall be held determined by arbitration in New York▇▇▇▇▇ County, New YorkNevada, or any other location selected agreed to by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to before three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtarbitrators. The arbitration award shall be made final within eight months administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or, in the case of filing disputes relating to the performance of any Maintenance, Capital Matters or the notice of arbitration Capital Budget, pursuant to its Engineering and judgment upon Construction Arbitration Rules and Procedures for Expedited Arbitration. Judgment on the award may be entered in any court having competent jurisdiction. All participants This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (c) Within fifteen (15) Business Days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall hold be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (d) The Parties shall maintain the existenceconfidential nature of the arbitration proceeding and the award, content and results of mediation and arbitration in confidenceincluding the hearing, except as may be necessary to enforce prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a final settlement agreement court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law. In any arbitration arising out of or related to enforce this Agreement, the arbitrator(s) shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Discovery shall be permitted in the arbitration in accordance with the Federal Rules of Civil Procedure. The arbitrators shall issue a reasoned award. Each party shall bear its own expenses and equally share expenses related to No demand for arbitration may be made after the compensation date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the arbitratorapplicable statute of limitation. The arbitrator's arbitrator is not authorized to award shall be in writing and shall state punitive or other damages not measured by the reasons for the awardprevailing Party’s actual damages.

Alternative Dispute Resolution. The parties will (a) In the event of any dispute relating to this Agreement or a Product License, other than a dispute relating to the Intellectual Property Rights of any Party, the Parties shall, prior to instituting any arbitration proceeding or lawsuit (if applicable) on account of such dispute, refer such dispute to the President of Licensee and the President of ▇▇▇ ▇▇▇▇, who shall, as soon as is practicable, and with the assistance of a mediator as provided below, attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through in good faith negotiationsto resolve the dispute. The parties Parties shall select a mediator who shall serve as an impartial facilitator of such discussion. If the Parties are unable to agree upon a mediator, a mediator shall be designated by the American Arbitration Association (“AAA”). The mediation shall be treated as a settlement discussion and therefore will be privileged and confidential. The mediator may agree not testify for either Party or serve as an arbitrator in any later proceeding relating to submit a Billing Dispute to non-binding the dispute, and no recording or transcript shall be made of the mediation proceedings. Each Party shall bear its own costs in the mediation and the fees and expenses of the mediator shall be shared equally by the Parties. If such dispute is not resolved within ninety (90) days of the first written request for mediation. At any time, the party seeking payment either Party may submit a notice of seek arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant matter as set forth herein. Notwithstanding anything in this Agreement to the terms of this Section contrary, any Party shall be entitled to seek equitable relief any time if the same shall be necessary to prevent irreparable harm to any Party. (b) Except with respect to equitable relief and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), disputes relating to the extent such rules do not conflict. The Arbitration will be held in New YorkIntellectual Property Rights of any Party, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief which may be submitted to obtained in a court of competent jurisdiction jurisdiction, if the arbitrator has not yet been appointedParties are unable to resolve any dispute through the mediation provisions set forth above, but the arbitrator such dispute shall have the authority to modify any injunctive relief granted be finally resolved by such a courtarbitration. The arbitration award shall be made final within eight months of filing in accordance with the Commercial Arbitration Rules (“Rules”) of the notice of AAA which shall administer the arbitration and judgment act as appointing authority; provided that the arbitrator(s) appointed with regard to the arbitration proceeding shall not be the same persons who served as mediated in any mediation between the Parties. In addition to such discovery as may be provided for in the Rules, the Parties agree to permit (i) up to three depositions per Party and (ii) up to 15 interrogatories per Party, provided that the arbitrator(s) agree that such depositions and interrogatories are appropriate after hearing the Parties on the subject thereof. In the, event of any conflict between the Rules and the provisions of this Section 15.2, the provisions of this Section 15.2 shall govern. If the amount in controversy exceeds $50,000, then the arbitration shall be heard and determined by a panel of three arbitrators selected in accordance with the procedures of the AAA. The arbitration, including the rendering of the award, shall take place at such location as the Parties may agree and, if no location can be agreed, at such location as the AAA directs. Judgment upon the award of the arbitrators may be entered in any court having competent jurisdictionjurisdiction thereof. All participants and In the arbitrator shall hold the existence, content and results event of mediation and any arbitration in confidence, except as necessary or other legal proceeding brought by any Party against another Party with regard to enforce a final settlement agreement any matter arising out of or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to this Agreement, each Party hereby expressly agrees that the compensation final award may also provide for an allocation and division between or among the Parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs of arbitration, including court costs and arbitrators’ fees but not attorneys’ fees; provided, however, that attorneys’ fees may be awarded against a Party if the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardarbitrators specifically find willful misconduct by that Party.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("“CPR"”), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"a) Except as provided in Section 13.10(c), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timeall disputes arising out of or in connection with the Transactions, this Agreement, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration Local Agreements, the Transfer Documents or any relationship created by or in accordance with the Transactions, this Agreement, the Local Agreements or the Transfer Documents shall be finally settled under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the partiesInternational Chamber of Commerce (the “Rules”) by three arbitrators applying New York law. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits Judgment on the number award rendered by the panel of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case arbitrators shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment binding upon the award Parties and their Affiliates and may be entered in any court having competent jurisdictionjurisdiction thereof. All participants Seller Parent shall nominate one arbitrator and Buyer Parent shall nominate one arbitrator. The arbitrators so nominated shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of both Party-nominated arbitrators. If the Party-nominated arbitrators cannot agree on the third arbitrator, then such third arbitrator shall hold be selected as provided in the existenceRules. The place of the arbitration and all hearings and meetings shall be Singapore, content unless the Parties otherwise agree. The arbitrator shall apply the governing Law as set forth in this Agreement. The language of the arbitral Proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. The arbitrators may order the pre-hearing production or exchange of documentary evidence and results may require written submissions from the parties to the arbitration, but may not otherwise order pre-hearing depositions or discovery. Unless the Parties otherwise agree, the arbitrators shall not have the power to appoint experts. The U.S. Federal Rules of mediation and arbitration in confidence, except as necessary Evidence shall apply to enforce a final settlement agreement or to enforce an arbitration awardthe arbitration. Each party to the arbitration shall bear its own attorney’s fees and expenses in connection with any arbitral Proceedings and equally share the arbitrators shall not include attorney’s fees or expenses related in any award. (b) No arbitration pursuant to this Section 13.10 shall be commenced until the Party or Affiliate thereof intending to request arbitration has first given thirty (30) days written notice of its intent to the compensation other Party and has offered to meet and confer with one or more responsible executives of the arbitratorother Party (which meeting may include one or more responsible executives of the Parties and their respective Affiliates) in an effort to resolve the dispute(s) described in detail in such written notice. The arbitrator's award If one or more responsible executives agree, within thirty (30) days after receipt of such written notice, to meet and confer with the requesting Party or Affiliate thereof, then no arbitration shall be commenced until the executives have met and conferred in writing an effort to resolve the dispute(s) or until sixty (60) days has elapsed from the date such written notice has been given. (c) The provisions of Section 13.10(a) and (b) shall state not be construed as prohibiting any Party or Affiliate thereof from applying to any court of competent jurisdiction for such injunctive or other provisional relief as may be necessary to protect that Person from irreparable harm or injury or to preserve the reasons for the awardstatus quo pending resolution of a dispute.

Alternative Dispute Resolution. The parties will attempt ‌ (a) In the event there is a dispute between the Parties relating to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration matter which is expressly permitted under the United States Arbitration Act pursuant to the terms of this Agreement to be resolved pursuant to the Alternative Dispute Resolution Procedures described in this Section 19.12(a), either Party may send a notice to the other Party setting forth in reasonable detail the matters in dispute (a “Dispute Notice”). If the dispute is not resolved within five (5) Business Days after the date of the giving of a Dispute Notice, then the Authority Representative and the Non-Administered Arbitration Rules StadCo Representative shall meet at a mutually agreeable time and place within ten (10) Business Days after the date of the CPR Institute for giving of a Dispute Resolution Notice in order to endeavor, in good faith, to resolve such dispute. In the event that they are unable to resolve the dispute within twenty ("CPR"20) Business Days from the giving of a Dispute Notice with respect to such dispute, then either Party may submit the dispute to arbitration in accordance with Section 19.12(b) through (d) below.‌ (b) If the dispute cannot be resolved between the Parties pursuant to Section 19.12(a), to the extent such rules do not conflict. The Arbitration will dispute shall be held determined by arbitration in New YorkClark County, New YorkNevada, or any other location selected agreed to by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to before three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtarbitrators. The arbitration award shall be made final within eight months administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or, in the case of filing disputes relating to the performance of any Maintenance, Capital Matters or the notice of arbitration Capital Budget, pursuant to its Engineering and judgment upon Construction Arbitration Rules and Procedures for Expedited Arbitration. Judgment on the award may be entered in any court having competent jurisdiction. All participants This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (c) Within fifteen (15) Business Days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall hold be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (d) The Parties shall maintain the existenceconfidential nature of the arbitration proceeding and the award, content and results of mediation and arbitration in confidenceincluding the hearing, except as may be necessary to enforce prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a final settlement agreement court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law. In any arbitration arising out of or related to enforce this Agreement, the arbitrator(s) shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Discovery shall be permitted in the arbitration in accordance with the Federal Rules of Civil Procedure. The arbitrators shall issue a reasoned award. Each party shall bear its own expenses and equally share expenses related to No demand for arbitration may be made after the compensation date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the arbitratorapplicable statute of limitation. The arbitrator's arbitrator is not authorized to award shall be in writing and shall state punitive or other damages not measured by the reasons for the award.prevailing Party’s actual damages.‌

Alternative Dispute Resolution. The 12.1 Both parties agree that they will first attempt to settle any claim for non-payment dispute arising out of charges or recovery of overpayment of charges for relating to this Agreement, including any question regarding its existence, interpretation, validity, breach or termination, or the Services (hereinafter a "Billing Dispute")provided hereunder, through good faith negotiations. The . 12.2 In the event that the parties may agree are unable to submit settle or resolve their dispute through negotiation, such dispute shall be subject to mediation using a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected mediator chosen by mutual agreement of the parties. 12.3 All disputes remaining unsettled for more than 60 days following the parties first mediation session with a mediator, or such longer period as the parties mutually agree upon, shall be referred to and finally resolved by arbitration. The parties agree that one arbitrator shall not have the power to award any damages in excess be appointed within twenty (20) days of receipt of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defenserequest for arbitration. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (parties cannot to exceed five per side), with equal limits agree on the number appointment of deposition hours an arbitrator in such period then either party may immediately apply for each Party (not to exceed 7 per deposition). If the appointment of an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted arbitrator to a court of competent jurisdiction if in the Province of the governing law as contained herein pursuant to such Province's applicable Arbitration Act. The place of arbitration shall be in the capital of the Province of the governing law as contained herein. Unless the arbitrator has not yet been appointedotherwise determines, but the fees of the arbitrator and the costs and expenses of the arbitration will be borne and paid equally by the parties. Such arbitration shall be final, conclusive and binding upon the parties, and the parties shall have no right of appeal or judicial review of the authority to modify any injunctive relief granted by such a courtdecision whatsoever. The parties hereby waive any such right of appeal or judicial review which may otherwise be provided for in any provincial arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment statute. Judgement upon the award award, including any interim award, rendered by the arbitrator may be entered in any court having competent jurisdiction. All participants The arbitration shall be kept confidential and the arbitrator existence of the arbitration proceeding and any element thereof (including but not limited to any pleadings, briefs or other documents submitted and exchanged and testimony and other oral submissions and any awards made) shall hold not be disclosed beyond the existencearbitrator(s), content the parties, their counsel and results any person to whom disclosure is necessary to the conduct of mediation and arbitration in confidence, the proceeding except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related may be lawfully required in judicial proceedings relating to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardarbitration or otherwise.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"a) Except as provided in Section 13.10(c), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timeall disputes arising out of or in connection with the Transactions, this Agreement, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration Local Agreements, the Transfer Documents or any relationship created by or in accordance with the Transactions, this Agreement, the Local Agreements or the Transfer Documents shall be finally settled under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of Arbitration of the CPR Institute for Dispute Resolution International Chamber of Commerce ("CPR"), to the extent such rules do not conflict. The Arbitration will be held “Rules”) by three arbitrators in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits Judgment on the number award rendered by the panel of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case arbitrators shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment binding upon the award Parties and their Affiliates and may be entered in any court having competent jurisdictionjurisdiction thereof. All participants Seller Parent shall nominate one arbitrator and Buyer Parent shall nominate one arbitrator. The arbitrators so nominated shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of both Party-nominated arbitrators. If the Party-nominated arbitrators cannot agree on the third arbitrator, then such third arbitrator shall hold be selected as provided in the existenceRules. The place of the arbitration and all hearings and meetings shall be Singapore, content unless the Parties otherwise agree. The arbitrator shall apply the governing Law as set forth in this Agreement. The language of the arbitral Proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. The arbitrators may order the pre-hearing production or exchange of documentary evidence and results may require written submissions from the parties to the arbitration, but may not otherwise order pre-hearing depositions or discovery. Unless the Parties otherwise agree, the arbitrators shall not have the power to appoint experts. The U.S. Federal Rules of mediation and arbitration in confidence, except as necessary Evidence shall apply to enforce a final settlement agreement or to enforce an arbitration awardthe arbitration. Each party to the arbitration shall bear its own attorney’s fees and expenses in connection with any arbitral Proceedings and equally share the arbitrators shall not include attorney’s fees or expenses related in any award. (b) No arbitration pursuant to this Section 13.10 shall be commenced until the Party or Affiliate thereof intending to request arbitration has first given thirty (30) days written notice of its intent to the compensation other Party and has offered to meet and confer with one or more responsible executives of the arbitratorother Party (which meeting may include one or more responsible executives of the Parties and their respective Affiliates) in an effort to resolve the dispute(s) described in detail in such written notice. The arbitrator's award If one or more responsible executives agree, within thirty (30) days after receipt of such written notice, to meet and confer with the requesting Party or Affiliate thereof, then no arbitration shall be commenced until the executives have met and conferred in writing an effort to resolve the dispute(s) or until sixty (60) days has elapsed from the date such written notice has been given. (c) The provisions of Section 13.10(a) and (b) shall state not be construed as prohibiting any Party or Affiliate thereof from applying to any court of competent jurisdiction for such injunctive or other provisional relief as may be necessary to protect that Person from irreparable harm or injury or to preserve the reasons for the awardstatus quo pending resolution of a dispute.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be Confidential AT&T PROPRIETARY Use Pursuant to AT&T Instructions GENERAL TERMS AND CONDITIONS submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The a. Except for CinemaStar's right to seek immediate injunctive and equitable relief in accordance with the provisions of Paragraphs 8, 9, 11 and 12 of this Agreement, the parties will attempt agree that all disputes, claims and other matters in controversy arising out of or relating to settle this Agreement, or the performance or breach thereof, shall be submitted to binding arbitration in accordance with the provisions and procedures of this Paragraph 14. This arbitration requirement shall include, without limitation, the agreement by Employee to submit to arbitration any claim for non-payment and all claims arising out of charges any alleged discrimination or recovery of overpayment of charges for harassment, including, but not limited to, those covered by the Services California Fair Employment and Housing Act, the 1961 Civil Rights Act, 42 U.S.C. Section 2000e (hereinafter a "Billing DisputeTitle VII"), through good faith negotiationsthe Age Discrimination in Employment Act, and the Americans With Disabilities Act. b. The arbitration provided for in this paragraph shall take place in Los Angeles County, California, in accordance with the provisions of Title 9, Sections 1280 ETSEQ. of the California Code of Civil Procedure, except as provided to the contrary hereunder. The parties may agree to submit arbitration shall be held before and decided by a Billing Dispute to non-binding mediationsingle neutral arbitrator. At any time, The single neutral arbitrator shall be selected in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Labor Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")American Arbitration Association, to the extent such rules do not conflict. The Arbitration will be held in New Yorkas amended and effective on January 1, New York1996, or any other location selected by mutual agreement of a process mutually agreed upon by the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery If no agreement can be reached as to the production of documents directly relevant to process for selecting the facts alleged in arbitrator or if the notices of arbitration and defense. If depositions are requiredagreed method fails, the arbitrator shall permit each Party to conduct an equal number be appointed in accordance with the provisions of depositions (not to exceed five per side), with equal limits on California Code of Civil Procedure Section 1281. c. The parties shall mutually agree upon the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing date and location of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existencearbitration, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related subject to the compensation availability of the arbitrator. If no agreement can be reached as to the date and location of the arbitration, the arbitrator shall appoint a time and place in accordance with the provisions of California Code of Civil Procedure Section 1282.2(a)(1), except that the arbitrator shall give not less than 30 days notice of the hearing unless the parties mutually agree to shorten time for notice. d. The arbitrator's award parties shall be entitled to undertake discovery in writing and shall state the reasons for arbitration in accordance with the awardprovisions of subsections (a) through (d) of California Code of Civil Procedure Section 1283.

Alternative Dispute Resolution. (a) Neither party under this Agreement shall commence any action in any court or other forum with regard to an alleged breach of any provision of this Agreement, whether in law or in equity, including, but not limited to, arbitration or litigation, unless and until such party has made a good faith determination that the cumulative damages with regard to all claims (whether or not previously asserted) are equal to or exceed $100,000 exclusive of interest; provided, however, that in the event that a claim arises (the “Claim”), the damages with regard to which do not equal or exceed $100,000 exclusive of interest, the party having such Claim shall give written notice of the existence of the Claim to the other party hereto, upon which all applicable statutes of limitations and all similar statutes shall be tolled indefinitely. No party hereto may raise a defense of laches to any Claim regarding which written notice was sent under this Agreement. (b) In connection with Claims for which damages are determined in good faith by the claiming party to be between $100,000 and $250,000, the party having such Claim shall give written notice to the other party hereto and thereafter the matter shall be resolved as follows: (i) The parties will attempt shall endeavor to settle any claim for non-payment resolve the dispute by proceeding at the instance of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute either to non-binding mediation conducted under the Commercial Mediation Rules of the American Arbitration Association or under such other rules as the parties may promptly agree to employ. (ii) If the dispute has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of commencement of such procedure (which period may be extended by mutual agreement), or if either party does not participate in good faith in mediation. At any time, the parties shall submit such dispute to arbitration. Any arbitration required under this Section 7.2 shall be conducted in accordance with the rules of the American Arbitration Association then in effect in the City of New York, County of New York with respect to expedited arbitrations and providing for at least three (3) arbitrators, which arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement and recommended by the American Arbitration Association. The parties mutually promise and agree that after any party seeking payment may submit has filed a notice of arbitration intent to arbitrate any dispute under this Agreement and before the hearing thereof, they shall make discovery and disclosure of a Billing Dispute for arbitration under the United States Arbitration Act pursuant all matters relevant to the terms subject matter of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")such dispute, to the extent such rules do not conflictand in the manner provided by the Federal Rules of Civil Procedure. Any questions that may arise with respect to the fulfillment of or the failure to fulfill this obligation shall be referred to the arbitration panel for its determination, which shall be final and conclusive. (iii) The Arbitration will determination of the arbitration panel shall be held in New York, New York, or any other location selected by mutual agreement of binding and conclusive on the parties. The Each party shall bear the cost of one arbitrator and they shall not have split the power to award any damages in excess cost of the limits set forth in or excluded under third arbitrator, provided that if the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are requiredbelieves that any decision taken by a party is frivolous, the arbitrator may award arbitrator’s fees to the prevailing party. Each party shall permit each Party to conduct an equal number of depositions pay its own attorney’s fees. (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3iv) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment Judgment upon the award rendered may be entered in any court having competent jurisdictionjurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. All participants Any party under this Agreement may commence an action, whether in law or in equity (consistent with Sections 8.8 and 8.10 of this Agreement), for a Claim or Claims with regard to which the arbitrator alleged damages, individually or in the aggregate, exceed $250,000 as determined in good faith by the claiming party. Each party to this Agreement acknowledges and agrees that bringing an action as set forth above, either as an arbitration and/or in a court, (together with any supplemental and/or appellate proceeding) for breach of contract (or any equitable remedy related thereto) with respect to breaches of the representations and warranties, or violations of the covenants and agreements, contained in this Agreement shall hold be its sole remedy against the existenceother party(ies) with respect to the transactions contemplated by this Agreement, content absent fraud. (c) Notwithstanding any provision of this Agreement to the contrary, no party shall be liable for any consequential damages, including loss of revenue, income or profits, loss in value of assets or securities, punitive, special, treble, remote, special or indirect damages, or loss of business reputation or opportunity relating to the breach of this Agreement, including for any claim based upon any multiplier of such party’s earnings before interest, Tax, depreciation or amortization, or any similar valuation metric. (d) The parties shall treat any payments with respect to Losses arising from a breach or violation of the representations and results of mediation warranties contained in this Agreement made pursuant to this Article VII as an adjustment to the Purchase Price for all U.S. federal, state, local and arbitration in confidenceforeign Tax purposes, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardotherwise required by applicable law.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.. AT&T/CUSTOMER CONFIDENTIAL Subject to Nondisclosure Obligations GENERAL TERMS AND CONDITIONS

Alternative Dispute Resolution. The In case of any controversy or claim arising out of or related to this Agreement, the parties will attempt agree to settle meet to resolve such dispute in good faith. Should such a resolution not be reached within thirty (30) calendar days, or any claim for non-payment of charges or recovery of overpayment of charges for longer period mutually agreed to by the Services (hereinafter a "Billing Dispute")parties, through good faith negotiations. The the parties may agree to submit a Billing Dispute disputes between them relating to non-binding mediationthis Agreement, and its formation, breach, performance, interpretation, and application to arbitration as set forth in this Section 17. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act will be conducted pursuant to the terms of this Section and the Non-Administered Arbitration Commercial Rules of the CPR Institute for Dispute Resolution American Arbitration Association, as modified herein. Unless the parties can agree upon a mutually acceptable single arbitrator within fifteen ("CPR")15) days after the date specified in the written notice of the party requesting arbitration, to the extent such rules do not conflicteach party will appoint a single arbitrator within an additional fifteen (15) days thereafter. The Arbitration two arbitrators so chosen will appoint a third arbitrator who must have knowledge of the subject matter contemplated in this Agreement within an additional fifteen (15) days thereafter, or if an arbitrator with such knowledge cannot be reasonably appointed in such time, then an arbitrator that the initial two arbitrators determine would be most suitable for the matter. The arbitration hearing will be held commenced within sixty (60) days after the mutual appointment of one arbitrator or the appointment of all three arbitrators and the hearing will be completed and an award rendered in New Yorkwriting within thirty (30) days after the commencement of the hearing, New Yorkunless the arbitrators determine that exceptional circumstances justify delay. The arbitration will be conducted in Wilmington, DE. The decision of the arbitrators will be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. Each party will bear its own legal expenses and costs of arbitration, including attorneys’ fees. The costs and expenses of the arbitration proceedings, including applicable arbitrators’ fees and expenses, will be borne equally by the parties or as otherwise determined by the arbitrators. Notwithstanding the foregoing, either party may seek injunctive relief in a court of law or equity to enforce, assert, or preserve its rights in: (i) any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award intellectual property, including, without limitation, any damages rights it has in excess of the limits set forth in patents, copyrights, trademarks, or excluded under the limitations of liability provided trade secrets; or (ii) confidential or proprietary information as described in this Agreement. The arbitrator may This Section will in no way be construed to allow for an award of monetary damages other than by arbitration. To the fullest extent permitted by applicable law, each of the parties hereto hereby waives, and covenants that it will not limitassert (whether as plaintiff, expand defendant, or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per sideotherwise), with equal limits on the number of deposition hours for each Party (not any right to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted trial by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered jury in any court having competent jurisdiction. All participants and the arbitrator shall hold the existenceforum in respect of any issue, content and results claim, demand, action, or cause of mediation and arbitration action arising out of or based upon this Agreement whether now existing or hereafter arising or whether in confidencecontract, except as necessary to enforce a final settlement agreement in tort, or to enforce an arbitration awardotherwise. Each party shall bear its own expenses and equally share expenses related hereby submits to the compensation personal jurisdiction of the arbitrator. The arbitrator's award shall be State and Federal courts in writing the State of Delaware for purposes of the enforcement of any awards pursuant to arbitration and shall state for purposes of the reasons for the awardappropriate court to provide injunctive relief.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services provided under this Agreement (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardAward. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's arbitrators award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt ‌ (a) In the event there is a dispute between the Parties relating to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration matter which is expressly permitted under the United States Arbitration Act pursuant to the terms of this Agreement to be resolved pursuant to the Alternative Dispute Resolution Procedures described in this Section 19.12(a), either Party may send a notice to the other Party setting forth in reasonable detail the matters in dispute (a “Dispute Notice”). If the dispute is not resolved within five (5) Business Days after the date of the giving of a Dispute Notice, then the Authority Representative and the Non-Administered Arbitration Rules StadCo Representative shall meet at a mutually agreeable time and place within ten (10) Business Days after the date of the CPR Institute for giving of a Dispute Resolution Notice in order to endeavor, in good faith, to resolve such dispute. In the event that they are unable to resolve the dispute within twenty ("CPR"20) Business Days from the giving of a Dispute Notice with respect to such dispute, then either Party may submit the dispute to arbitration in accordance with Section 19.12(b) through (d) below.‌ (b) If the dispute cannot be resolved between the Parties pursuant to Section 19.12(a), to the extent such rules do not conflict. The Arbitration will dispute shall be held determined by arbitration in New York▇▇▇▇▇ County, New YorkNevada, or any other location selected agreed to by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to before three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtarbitrators. The arbitration award shall be made final within eight months administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or, in the case of filing disputes relating to the performance of any Maintenance, Capital Matters or the notice of arbitration Capital Budget, pursuant to its Engineering and judgment upon Construction Arbitration Rules and Procedures for Expedited Arbitration. Judgment on the award may be entered in any court having competent jurisdiction. All participants This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (c) Within fifteen (15) Business Days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall hold be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (d) The Parties shall maintain the existenceconfidential nature of the arbitration proceeding and the award, content and results of mediation and arbitration in confidenceincluding the hearing, except as may be necessary to enforce prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a final settlement agreement court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law. In any arbitration arising out of or related to enforce this Agreement, the arbitrator(s) shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Discovery shall be permitted in the arbitration in accordance with the Federal Rules of Civil Procedure. The arbitrators shall issue a reasoned award. Each party shall bear its own expenses and equally share expenses related to No demand for arbitration may be made after the compensation date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the arbitratorapplicable statute of limitation. The arbitrator's arbitrator is not authorized to award shall be in writing and shall state punitive or other damages not measured by the reasons for the award.prevailing Party’s actual damages.‌